UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMFORM 10-K

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 20142016

ORor

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File


        Number

  

Exact Name of Registrant as Specified in its Charter;Registrant; State or Other Jurisdiction of

State of Incorporation; Address of Principal Executive

Executive Offices; and Telephone Number

  IRS Employer
Identification Number

1-16169

  

EXELON CORPORATION

(a Pennsylvania corporation)

10 South Dearborn Street


P.O. Box 805379


Chicago, Illinois 60680-5379

(312) 394-7398
(800) 483-3220

  23-2990190

333-85496

  

EXELON GENERATION COMPANY, LLC

(a Pennsylvania limited liability company)

300 Exelon Way


Kennett Square, Pennsylvania 19348-2473


(610) 765-5959

  23-3064219

1-1839

  

COMMONWEALTH EDISON COMPANY

(an Illinois corporation)

440 South LaSalle Street


Chicago, Illinois 60605-1028


(312) 394-4321

  36-0938600

000-16844

  

PECO ENERGY COMPANY

(a Pennsylvania corporation)

P.O. Box 8699


2301 Market Street


Philadelphia, Pennsylvania 19101-8699


(215) 841-4000

  23-0970240

1-1910

  

BALTIMORE GAS AND ELECTRIC COMPANY

(a Maryland corporation)

2 Center Plaza


110 West Fayette Street


Baltimore, Maryland 21201-3708


(410)234-5000

  52-0280210

001-31403

PEPCO HOLDINGS LLC

(a Delaware limited liability company)

701 Ninth Street, N.W.
Washington, District of Columbia 20068
(202)872-2000

52-2297449

001-01072

POTOMAC ELECTRIC POWER COMPANY

(a District of Columbia and Virginia corporation)

701 Ninth Street, N.W.
Washington, District of Columbia 20068
(202)872-2000

53-0127880

001-01405

DELMARVA POWER & LIGHT COMPANY

(a Delaware and Virginia corporation)

500 North Wakefield Drive
Newark, Delaware 19702
(202)872-2000

51-0084283

001-03559

ATLANTIC CITY ELECTRIC COMPANY

(a New Jersey corporation)

500 North Wakefield Drive
Newark, Delaware 19702
(202)872-2000

21-0398280


Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  Name of Each Exchange on
Which Registered

EXELON CORPORATION:

  

Common Stock, without par value

  New York and Chicago

Series A Junior Subordinated Debentures

  New York

Corporate Units

  New York

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 Energy Capital, L.P. and unconditionally guaranteed by PECO Energy Company

  New York

BALTIMORE GAS AND ELECTRIC COMPANY:

  

6.20% Trust Preferred Securities ($25 liquidation amount per preferred security) issued by BGE Capital Trust II, fully and unconditionally guaranteed, by Baltimore Gas and Electric Company

  New York

Securities registered pursuant to Section 12(g) of the Act:

 

COMMONWEALTH EDISON COMPANY:

Common Stock Purchase Warrants, 1971 Warrants and Series B Warrants


Title of Each Class

COMMONWEALTH EDISON COMPANY:

Common Stock Purchase Warrants, 1971 Warrants and Series B Warrants

POTOMAC ELECTRIC POWER COMPANY:

Common Stock, $.01 par value

DELMARVA POWER & LIGHT COMPANY:

Common Stock, $2.25 par value

ATLANTIC CITY ELECTRIC COMPANY:

Common Stock, $3.00 par value

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  x  No  ¨

Commonwealth Edison Company

 Yes  x  No  ¨

PECO Energy Company

 Yes  x  No  ¨

Baltimore Gas and Electric Company

 Yes  x  No  ¨

Pepco Holdings LLC

Yes  No  

Potomac Electric Power Company

Yes  No  

Delmarva Power & Light Company

Yes  No  

Atlantic City Electric Company

Yes  No  

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  

Potomac Electric Power Company

Yes  No  

Delmarva Power & Light Company

Yes  No  

Atlantic City Electric Company

Yes  No  

Indicate by check mark whether the registrants (1) have 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) have been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-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  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K.  x


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act.

 

   Large Accelerated
Filer
  Accelerated
Filer
  Non-AcceleratedNon-accelerated
Filer
  SmallSmaller Reporting
Company

Exelon Corporation

  ü      

Exelon Generation Company, LLC

      ü  

Commonwealth Edison Company

      ü  

PECO Energy Company

      ü  

Baltimore Gas and Electric Company

      ü  

Pepco Holdings LLC

Potomac Electric Power Company

Delmarva Power & Light Company

Atlantic City Electric Company

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Act).

Exelon Corporation

    Yes      No  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

The estimated aggregate market value of the voting andnon-voting common equity held by nonaffiliates of each registrant as of June 30, 20142016 was as follows:

 

Exelon Corporation Common Stock, without par value

  $31,319,710,37333,527,039,724

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, 20152017 was as follows:

 

Exelon Corporation Common Stock, without par value

  859,833,343926,589,614

Exelon Generation Company, LLC

  not applicable

Commonwealth Edison Company Common Stock, $12.50 par value

  127,016,950127,017,157

PECO Energy Company Common Stock, without par value

  170,478,507

Baltimore Gas and Electric Company, without par value

  1,000

Pepco Holdings LLC

not applicable

Potomac Electric Power Company Common Stock, $.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 20152017 Annual Meeting of

Shareholders and the Commonwealth Edison Company 2015 information statement2017 Information Statement are

incorporated by reference in Part III.

Exelon Generation Company, LLC, PECO Energy Company, and 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 Form10-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

   56  

FORWARD-LOOKING STATEMENTS

   56  

WHERE TO FIND MORE INFORMATION

   56  

PART I

   

ITEM 1.

 

BUSINESS

   6  
 

General

   6  
 

Exelon Generation Company, LLC

   79  
 

Commonwealth Edison Company

   1920  
 

PECO Energy Company

20

Baltimore Gas and Electric Company

21

Pepco Holdings LLC

21

Potomac Electric Power Company

   22  
 

Baltimore Gas and ElectricDelmarva Power & Light Company

   2622  
 

EmployeesAtlantic City Electric Company

   3122  
 

Environmental RegulationUtility Operations

   3123  
 

Employees

27

Environmental Regulation

28

Executive Officers of the Registrants

   3836  

ITEM 1A.

 

RISK FACTORS

   4241  

ITEM 1B.

 

UNRESOLVED STAFF COMMENTS

   6965  

ITEM 2.

 

PROPERTIES

66

Exelon Generation Company, LLC

66

Commonwealth Edison Company

69

PECO Energy Company

69

Baltimore Gas and Electric Company

   70  
 

Exelon GenerationPotomac Electric Power Company LLC

   7071  
 

Commonwealth EdisonDelmarva Power & Light Company

72

Atlantic City Electric Company

   73  

ITEM 3.

 

PECO Energy CompanyLEGAL PROCEEDINGS

   7374  
 

Exelon Corporation

74

Exelon Generation Company, LLC

74

Commonwealth Edison Company

74

PECO Energy Company

74

Baltimore Gas and Electric Company

74

Pepco Holdings LLC

74

Potomac Electric Power Company

74

Delmarva Power & Light Company

74

Atlantic City Electric Company

   74  

ITEM 3.4.

 

LEGAL PROCEEDINGSMINE SAFETY DISCLOSURES

   76

Exelon Corporation

76

Exelon Generation Company, LLC

76

Commonwealth Edison Company

76

PECO Energy Company

76

Baltimore Gas and Electric Company

76

ITEM 4.

MINE SAFETY DISCLOSURES

7674  

PART II

   

ITEM 5.

 

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

   7775  

ITEM 6.

 

SELECTED FINANCIAL DATA

   80  
 

Exelon Corporation

   80  
 

Exelon Generation Company, LLC

80

Commonwealth Edison Company

   81  
 

Commonwealth EdisonPECO Energy Company

81

Baltimore Gas and Electric Company

   82  
 

PECO EnergyPepco Holdings LLC

82

Potomac Electric Power Company

   83  
 

Baltimore Gas and ElectricDelmarva Power & Light Company

   83

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

85

Exelon Corporation

85

Executive Overview

85

Critical Accounting Policies and Estimates

107

Results of Operations

124

Liquidity and Capital Resources

156

Exelon Generation Company, LLC

192

Commonwealth Edison Company

194

PECO Energy Company

196

Baltimore Gas and Electric Company

198  


   Page No.

Atlantic City Electric Company

84

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

85

Exelon Corporation

85

Executive Overview

85

Financial Results of Operations

86

Significant 2016 Transactions and Developments

92

Exelon’s Strategy and Outlook for 2017 and Beyond

95

Liquidity Considerations

96

Other Key Business Drivers and Management Strategies

97

Critical Accounting Policies and Estimates

104

Results of Operations

122

Exelon Generation Company, LLC

123

Commonwealth Edison Company

133

PECO Energy Company

140

Baltimore Gas and Electric Company

147

Pepco Holdings LLC

153

Potomac Electric Power Company

157

Delmarva Power & Light Company

163

Atlantic City Electric Company

170

Liquidity and Capital Resources

176

Exelon Generation Company, LLC

219

Commonwealth Edison Company

221

PECO Energy Company

223

Baltimore Gas and Electric Company

225

Pepco Holdings LLC

227

Potomac Electric Power Company

229

Delmarva Power & Light Company

231

Atlantic City Electric Company

233  

ITEM 7A.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   180205  
 

Exelon Corporation

   180205  
 

Exelon Generation Company, LLC

   180220  
 

Commonwealth Edison Company

   181222  
 

PECO Energy Company

   182224  
 

Baltimore Gas and Electric Company

   182226

Pepco Holdings LLC

228

Potomac Electric Power Company

230

Delmarva Power & Light Company

232

Atlantic City Electric Company

234  

ITEM 8.

 

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   200235  
 

Exelon Corporation

   200255  
 

Exelon Generation Company, LLC

   201261  
 

Commonwealth Edison Company

   202267  
 

PECO Energy Company

   203273  
 

Baltimore Gas and Electric Company

   204279  
 

Pepco Holdings LLC

285

Potomac Electric Power Company

291

Delmarva Power & Light Company

297

Atlantic City Electric Company

303

Combined Notes to Consolidated Financial Statements

   242308  
 

1. Significant Accounting Policies

   242308  
 

2. Variable Interest Entities

   257328  
 

3. Regulatory Matters

   265

4. Merger and Acquisitions

298

5. Investment in CENG

307

6. Accounts Receivable

311

7. Property, Plant and Equipment

312

8. Impairment of Long Lived Assets

315

9. Jointly Owned Electric Utility Plant

318

10. Intangible Assets

319

11. Fair Value of Financial Assets and Liabilities

324

12. Derivative Financial Instruments

340

13. Debt and Credit Agreements

357

14. Income Taxes

368

15. Asset Retirement Obligations

377

16. Retirement Benefits

386

17. Severance

405

18. Preferred and Preference Securities

407

19. Common Stock

408

20. Earnings Per Share and Equity

415

21. Changes in Accumulated Other Comprehensive Income

416

22. Commitments and Contingencies

420

23. Supplemental Financial Information

443

24. Segment Information

451

25. Related Party Transactions

456

26. Quarterly Data

465

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

468

ITEM 9A.

CONTROLS AND PROCEDURES

468

Exelon Corporation

468

Exelon Generation Company, LLC

468

Commonwealth Edison Company

468

PECO Energy Company

468

Baltimore Gas and Electric Company

468

ITEM 9B.

OTHER INFORMATION

469

Exelon Corporation

469

Exelon Generation Company, LLC

469

Commonwealth Edison Company

469

PECO Energy Company

469

Baltimore Gas and Electric Company

469338  


   Page No.

4. Mergers, Acquisitions, and Dispositions

375

5. Investment in Constellation Energy Nuclear Group, LLC

385

6. Accounts Receivable

389

7. Property, Plant and Equipment

390

8. Impairment of Long-Lived Assets

396

9. Early Nuclear Plant Retirements

399

10. Jointly Owned Electric Utility Plant

402

11. Intangible Assets

403

12. Fair Value of Financial Assets and Liabilities

409

13. Derivative Financial Instruments

432

14. Debt and Credit Agreements

451

15. Income Taxes

466

16. Asset Retirement Obligations

476

17. Retirement Benefits

485

18. Severance

507

19. Mezzanine Equity

509

20. Shareholders’ Equity

510

21. Stock-Based Compensation Plans

512

22. Earnings Per Share

519

23. Changes in Accumulated Other Comprehensive Income

520

24. Commitments and Contingencies

524

25. Supplemental Financial Information

544

26. Segment Information

555

27. Related Party Transactions

562

28. Quarterly Data

575  

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

579

ITEM 9A.

CONTROLS AND PROCEDURES

579

Exelon Corporation

579

Exelon Generation Company, LLC

579

Commonwealth Edison Company

579

PECO Energy Company

579

Baltimore Gas and Electric Company

579

Pepco Holdings LLC

579

Potomac Electric Power Company

579

Delmarva Power & Light Company

579

Atlantic City Electric Company

579

ITEM 9B.

OTHER INFORMATION

580

Exelon Corporation

580

Exelon Generation Company, LLC

580

Commonwealth Edison Company

580

PECO Energy Company

580

Baltimore Gas and Electric Company

580

Pepco Holdings LLC

580

Potomac Electric Power Company

580

Delmarva Power & Light Company

580

Atlantic City Electric Company

580

PART III

   

ITEM 10.

 

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

   470581  

ITEM 11.

 

EXECUTIVE COMPENSATION

   471582  

ITEM 12.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

   472583


Page No. 

ITEM 13.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

   473584  

ITEM 14.

 

PRINCIPAL ACCOUNTING FEES AND SERVICES

   474585  

PART IV

   

ITEM 15.

 

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

   475586

ITEM 16.

FORM10-K SUMMARY

640  

SIGNATURES

   509641  
 

Exelon Corporation

   509641  
 

Exelon Generation Company, LLC

   510642  
 

Commonwealth Edison Company

   511643  
 

PECO Energy Company

   512644  
 

Baltimore Gas and Electric Company

   513645

Pepco Holdings LLC

646

Potomac Electric Power Company

647

Delmarva Power & Light Company

648

Atlantic City Electric Company

649  


GLOSSARY OF TERMS AND ABBREVIATIONS

 

Exelon Corporation and Related Entities

Exelon

  Exelon Corporation

Generation

  Exelon Generation Company, LLC

ComEd

  Commonwealth Edison Company

PECO

  PECO Energy Company

BGE

  Baltimore Gas and Electric Company

Pepco Holdings or PHI

Pepco Holdings LLC (formerly Pepco Holdings, Inc.)

Pepco

Potomac Electric Power Company

Pepco Energy Services or PES

Pepco Energy Services, Inc. and its subsidiaries

PCI

Potomac Capital Investment Corporation and its subsidiaries

DPL

Delmarva Power & Light Company

ACE

Atlantic City Electric Company

BSC

  Exelon Business Services Company, LLC

Exelon CorporatePHISCO

  Exelon’sPHI Service Company

Exelon Corporate

Exelon in its corporate capacity as a holding company

PHI Corporate

PHI in its corporate capacity as a holding company

CENG

  Constellation Energy Nuclear Group, LLC

Constellation

  Constellation Energy Group, Inc.

Antelope Valley AVSR

  Antelope Valley Solar Ranch One

Exelon Transmission Company

  Exelon Transmission Company, LLC

Exelon Wind

  Exelon Wind, LLC and Exelon Generation Acquisition Company, LLC

Ventures

  Exelon Ventures Company, LLC

EGTP

ExGen Texas Power, LLC

EGR

ExGen Renewables I, LLC

AmerGen

  AmerGen Energy Company, LLC

RPG

Renewable Power Generation

SolGen

SolGen, LLC

BondCo

  RSB BondCo LLC

ComEd Financing III

ComEd Financing III

PEC L.P.

  PECO Energy Capital, L.P.

PECO Trust III

  PECO Energy Capital Trust III

PECO Trust IV

  PECO Energy Capital Trust IV

BGE Trust II

BGE Capital Trust II

PETT

  PECO Energy Transition Trust

ACE Funding or ATF

Atlantic City Electric Transition Funding LLC

Registrants

  Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE, collectively

Utility Registrants

ComEd, PECO, BGE, Pepco, DPL and ACE, collectively

Legacy PHI

PHI, Pepco, DPL and ACE, collectively

ConEdison Solutions

The competitive retail electricity and natural gas business of Consolidated Edison Solutions, Inc., a subsidiary of Consolidated Edison, Inc

UII

Unicom Investments, Inc.

Other Terms and Abbreviations

1998 restructuring settlement

  PECO’s 1998 settlement of its restructuring case mandated by the Competition Act

Act 11

  Pennsylvania Act 11 of 2012

Act 129

  Pennsylvania Act 129 of 2008

AEC

  Alternative Energy Credit that is issued for each megawatt hour of generation from a qualified alternative energy source

Other Terms and Abbreviations

AEPS

  Pennsylvania Alternative Energy Portfolio Standards

AEPS Act

  Pennsylvania Alternative Energy Portfolio Standards Act of 2004, as amended

AESO

  Alberta Electric Systems Operator

AFUDC

  Allowance for Funds Used During Construction

ALJ

  Administrative Law Judge

AMI

  Advanced Metering Infrastructure

AMP

Advanced Metering Program

AOCI

Accumulated Other Comprehensive Income

ARC

  Asset Retirement Cost

ARO

  Asset Retirement Obligation

ARP

  Title IV Acid Rain Program

ARRA of 2009

  American Recovery and Reinvestment Act of 2009

ASC

Accounting Standards Codification

BGS

Basic Generation Service

Block contracts

  Forward Purchase Energy Block Contracts

CAIR

  Clean Air Interstate Rule

CAISO

  California ISO

CAMR

  Federal Clean Air Mercury Rule

CERCLA

  Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended

CES

Clean Energy Standard

Other Terms and Abbreviations

CFL

  Compact Fluorescent Light

Clean Air Act

  Clean Air Act of 1963, as amended

Clean Water Act

  Federal Water Pollution Control Amendments of 1972, as amended

Competition Act

  Pennsylvania Electricity Generation Customer Choice and Competition Act of 1996

Conectiv

Conectiv, LLC, a wholly owned subsidiary of PHI and the parent of DPL and ACE

Conectiv Energy

Conectiv Energy Holdings, Inc. and substantially all of its subsidiaries, which were sold to Calpine in July 2010

Contract EDCs

Pepco, DPL and BGE, the Maryland utilities required by the MDPSC to enter into a contract for new generation

CPI

  Consumer Price Index

CPUC

  California Public Utilities Commission

CSAPR

  Cross-State Air Pollution Rule

CTA

Consolidated tax adjustment

CTC

  Competitive Transition Charge

DCD.C. Circuit Court

  United States Court of Appeals for the District of Columbia Circuit

DCPSC

District of Columbia Public Service Commission

DC PLUG

District of Columbia Power Line Undergrounding

Default Electricity Supply

The supply of electricity by PHI’s electric utility subsidiaries at regulated rates to retail customers who do not elect to purchase electricity from a competitive supplier, and which, depending on the jurisdiction, is also known as Standard Offer Service or BGS

Default Electricity Supply Revenue

Revenue primarily from Default Electricity Supply

DOE

  United States Department of Energy

DOJ

  United States Department of Justice

Other Terms and Abbreviations

DPSC

Delaware Public Service Commission

DRP

Direct Stock Purchase and Dividend Reinvestment Plan

DSP

  Default Service Provider

DSP Program

  Default Service Provider Program

EDCs

Electric distribution companies

EDF

  Electricite de France SA and its subsidiaries

EE&C

  Energy Efficiency and Conservation/Demand Response

EGR

ExGen Renewables I, LLC

EGS

  Electric Generation Supplier

EGTPEIMA

  ExGen Texas Power, LLC

EIMA

Illinois Energy Infrastructure Modernization Act (Illinois Senate Bill 1652 and Illinois House Bill 3036)

EmPower Maryland

A Maryland demand-side management program for Pepco and DPL

EPA

  United States Environmental Protection Agency

ERCOT

  Electric Reliability Council of Texas

ERISA

  Employee Retirement Income Security Act of 1974, as amended

EROA

  Expected Rate of Return on Assets

ESPP

  Employee Stock Purchase Plan

FASB

  Financial Accounting Standards Board

FEJA

Illinois Public Act99-0906 or Future Energy Jobs Act

FERC

  Federal Energy Regulatory Commission

FRCC

  Florida Reliability Coordinating Council

FTC

  Federal Trade Commission

GAAP

  Generally Accepted Accounting Principles in the United States

GDPGCR

  Gross Domestic ProductGas Cost Rate

GHG

  Greenhouse Gas

GRT

  Gross Receipts Tax

GSA

  Generation Supply Adjustment

GWh

  Gigawatt hour

HAP

  Hazardous air pollutants

Health Care Reform Acts

  Patient Protection and Affordable Care Act and Health Care and Education Reconciliation Act of 2010

HSR Act

The Hart-Scott-Rodino Antitrust Improvements Act of 1976

IBEW

  International Brotherhood of Electrical Workers

ICC

  Illinois Commerce Commission

ICE

  Intercontinental Exchange

Illinois Act

  Illinois Electric Service Customer Choice and Rate Relief Law of 1997

Illinois EPA

  Illinois Environmental Protection Agency

Illinois Settlement Legislation

  Legislation enacted in 2007 affecting electric utilities in Illinois

Integrys

  Integrys Energy Services, Inc.

IPA

  Illinois Power Agency

IRC

  Internal Revenue Code

IRS

  Internal Revenue Service

Other Terms and Abbreviations

ISO

  Independent System Operator

ISO-NE

  ISO New England Inc.

ISO-NY

  ISO New York

kV

  Kilovolt

kW

  Kilowatt

kWh

  Kilowatt-hour

LIBOR

  London Interbank Offered Rate

LILO

  Lease-In,Lease-Out

Other Terms and Abbreviations

LLRW

  Low-Level Radioactive Waste

LT Plan

Long-term renewable resources procurement plan

LTIP

  Long-Term Incentive Plan

MAPP

Mid-Atlantic Power Pathway

MATS

  U.S. EPA Mercury and Air Toxics Standard Rule

MBR

  Market Based Rates Incentive

MDE

  Maryland Department of the Environment

MDPSC

  Maryland Public Service Commission

MGP

  Manufactured Gas Plant

MISO

  Midcontinent Independent System Operator, Inc.

mmcf

  Million Cubic Feet

Moody’s

  Moody’s Investor Service

MOPR

  Minimum Offer Price Rule

MRV

  Market-Related Value

MW

  Megawatt

MWh

  Megawatt hour

NAAQS

  National Ambient Air Quality Standards

n.m.

  not meaningful

NAV

  Net Asset Value

NDT

  

Nuclear Decommissioning Trust

NEIL

  

Nuclear Electric Insurance Limited

NERC

  North American Electric Reliability Corporation

NGS

  Natural Gas Supplier

NJBPU

New Jersey Board of Public Utilities

NJDEP

  New Jersey Department of Environmental Protection

Non-Regulatory Agreements Units

  Nuclear generating units or portions thereof whose decommissioning-related activities are not subject to contractual elimination under regulatory accounting including the CENG units (Calvert Cliffs, Nine Mile Point, and R.E. Ginna),Clinton, Oyster Creek, Three Mile Island, Zion (a former ComEd unit), and portions of Peach Bottom (a former PECO unit)

NOSA

Nuclear Operating Services Agreement

NOV

  Notice of Violation

NPDES

  National Pollutant Discharge Elimination System

NRC

  Nuclear Regulatory Commission

NSPS

  New Source Performance Standards

NUGs

Non-utility generators

NWPA

  Nuclear Waste Policy Act of 1982

NYMEX

  New York Mercantile Exchange

OCI

  Other Comprehensive Income

OIESO

  Ontario Independent Electricity System Operator

OPC

Office of People’s Counsel

OPEB

  Other Postretirement Employee Benefits

PA DEP

  Pennsylvania Department of Environmental Protection

PAPUC

  Pennsylvania Public Utility Commission

PGC

  Purchased Gas Cost Clause

PHI Retirement Plan

PHI’s noncontributory retirement plan

PJM

  PJM Interconnection, LLC

POLR

  Provider of Last Resort

Other Terms and Abbreviations

POR

  Purchase of Receivables

PPA

  Power Purchase Agreement

PPL

PPL Holtwood, LLC

Price-Anderson Act

  Price-Anderson Nuclear Industries Indemnity Act of 1957

Preferred Stock

Originally issued shares ofnon-voting,non-convertible andnon-transferable Series A preferred stock, par value $0.01 per share

Other Terms and Abbreviations

PRP

  Potentially Responsible Parties

PSEG

  Public Service Enterprise Group Incorporated

PURTA

  Pennsylvania Public Realty Tax Act

PV

  Photovoltaic

RCRA

  Resource Conservation and Recovery Act of 1976, as amended

REC

  Renewable Energy Credit which is issued for each megawatt hour of generation from a qualified renewable energy source

Regulatory Agreement Units

  Nuclear generating units or portions thereof whose decommissioning-related activities are subject to contractual elimination under regulatory accounting including the former ComEd units (Braidwood, Byron, Dresden, LaSalle, Quad Cities) and the former PECO units (Limerick, Peach Bottom, Salem)

RES

  Retail Electric Suppliers

RFP

  Request for Proposal

Rider

  Reconcilable Surcharge Recovery Mechanism

RGGI

  Regional Greenhouse Gas Initiative

RMC

  Risk Management Committee

ROE

Return on equity

RPM

  PJM Reliability Pricing Model

RPS

  Renewable Energy Portfolio Standards

RSSA

Reliability Support Services Agreement

RTEP

  Regional Transmission Expansion Plan

RTO

  Regional Transmission Organization

S&P

  Standard & Poor’s Ratings Services

SEC

  United States Securities and Exchange Commission

Senate Bill 1

  Maryland Senate Bill 1

SERC

  SERC Reliability Corporation (formerly Southeast Electric Reliability Council)

SERP

  Supplemental Employee Retirement Plan

SGIG

  Smart Grid Investment Grant from DOE

SGIP

  Smart Grid Initiative Program

SILO

  Sale-In,Lease-Out

SMP

Smart Meter Program

SMPIP

  Smart Meter Procurement and Installation Plan

SNF

  Spent Nuclear Fuel

SOASOCAs

  SocietyStandard Offer Capacity Agreements required to be entered into by ACE pursuant to a New Jersey law enacted to promote the construction of Actuariesqualified electric generation facilities in New Jersey

SOS

  Standard Offer Service

SPP

  Southwest Power Pool

Tax Relief Act of 2010

  Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010

Transition Bond Charge

Revenue ACE receives, and pays to ACE Funding, to fund the principal and interest payments on Transition Bonds and related taxes, expenses and fees

Transition Bonds

Transition Bonds issued by ACE Funding

Upstream

  Natural gas and oil exploration and production activities

VIE

  Variable Interest Entity

WECC

  Western Electric Coordinating Council

ZEC

Zero Emission Credit

ZES

Zero Emission Standard

FILING FORMAT

This combined Annual Report on Form10-K is being filed separately by the Registrants.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.

FORWARD-LOOKING STATEMENTS

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. The factors that could cause actual results to differ materially from the forward-looking statements made by a Registrants include those factors discussed herein, including those factors discussed with respect to such Registrant discussed in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 22;24; and (d) other factors discussed in filings with the SEC by the Registrants. Readers 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 public may read and copy any reports or other information that the Registrants file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at1-800-SEC-0330. These documents are also available to the public from commercial document retrieval services, the website maintained by the SEC atwww.sec.gov and the Registrants’ websites atwww.exeloncorp.com. Information contained on the Registrants’ websites shall not be deemed incorporated into, or to be a part of, this Report.

PART I

 

ITEM 1.BUSINESS

General

Corporate Structure and Business and Other Information

Exelon, incorporated in Pennsylvania in February 1999, is a utility services holding company engaged, through Generation, in the energy generation business, and through ComEd, PECO, BGE, PHI, Pepco, DPL and BGE,ACE in the energy delivery businesses discussed below. Exelon’s principal executive offices are located at 10 South Dearborn Street, Chicago, Illinois 60603, and its telephone number is 312-394-7398.

Generation800-483-3220.

Generation

Generation’s integrated business consists of the generation, physical delivery and marketing of power across multiple geographical regions through its customer-facing business, Constellation, which sells electricity and natural gas to both wholesale and retail customers. Generation also sells renewable energy and other energy-related products and services, and engages in natural gas and oil exploration and production activities (Upstream).Constellation. Generation has six reportable segments consisting of theMid-Atlantic, Midwest, New England, New York, ERCOT and Other Power Regions.

Generation was formed in 2000 as a Pennsylvania limited liability company. Generation began operations as a result of a corporate restructuring, effective January 1, 2001, in which Exelon separated its generation and other competitive businesses from its regulated energy delivery businesses at ComEd and PECO.

Generation’s principal executive offices are located at 300 Exelon Way, Kennett Square, Pennsylvania 19348, and its telephone number is610-765-5959.

ComEd

ComEd

ComEd’s energy delivery business consists of the purchase and regulated retail sale of electricity and the provision of electricity transmission and distribution services to retail customers in northern Illinois, including the City of Chicago.

ComEd was organized in the State of Illinois in 1913 as a result of the merger of Cosmopolitan Electric Company into the original corporation named Commonwealth Edison Company, which was incorporated in 1907. ComEd’s principal executive offices are located at 440 South LaSalle Street, Chicago, Illinois 60605, and its telephone number is312-394-4321.

PECO

PECO

PECO’s energy delivery business consists of the purchase and regulated retail sale of electricity and the provision of electricity transmission and distribution services to retail customers in southeastern Pennsylvania, including the City of Philadelphia, as well as the purchase and regulated retail sale of natural gas and the provision of natural gas distribution services to retail customers in the Pennsylvania counties surrounding the City of Philadelphia.

PECO was incorporated in Pennsylvania in 1929. PECO’s principal executive offices are located at 2301 Market Street, Philadelphia, Pennsylvania 19103, and its telephone number is215-841-4000.

BGE

BGE

BGE’s energy delivery business consists of the purchase and regulated retail sale of electricity and the provision of electricity transmission and distribution services to retail customers in central Maryland, including the City of Baltimore, as well as the purchase and regulated retail sale of natural gas and the provision of natural gas distribution services to retail customers in central Maryland, including the City of Baltimore.

BGE was incorporated in Maryland in 1906. BGE’s principal executive offices are located at 110 West Fayette Street, Baltimore, Maryland 21201, and its telephone number is410-234-5000.

PHI

PHI is a utility services holding company engaged, through its reportable segments Pepco, DPL and ACE, in the energy delivery businesses discussed below. On March 23, 2016, Pepco Holdings, Inc., converted from a Delaware corporation to a Delaware limited liability company, Pepco Holdings LLC. PHI’s principal executive offices are located at 701 Ninth Street, N.W., Washington, D.C. 20068, and its telephone number is202-872-2000.

Pepco

Pepco’s energy delivery business consists of the purchase and regulated retail sale of electricity and the provision of electricity transmission and distribution services to retail customers in the District of Columbia and major portions of Montgomery County and Prince George’s County in Maryland.

Pepco was incorporated in the District of Columbia in 1896 and Virginia in 1949. Pepco’s principal executive offices are located at 701 Ninth Street, N.W., Washington, D.C. 20068, and its telephone number is202-872-2000.

DPL

DPL’s energy delivery business consists of the purchase and regulated retail sale of electricity and the provision of electricity transmission and distribution services to retail customers in portions of Delaware and Maryland, as well as the purchase and regulated retail sale of natural gas and the provision of natural gas distribution services to retail customers in portions of New Castle County in Delaware.

DPL was incorporated in Delaware in 1909 and Virginia in 1979. DPL’s principal executive offices are located at 500 North Wakefield Drive, Newark, Delaware 19702, and its telephone number is202-872-2000.

ACE

ACE’s energy delivery business consists of the purchase and regulated retail sale of electricity and the provision of electricity transmission and distribution services to retail customers in portions of southern New Jersey.

ACE was incorporated in New Jersey in 1924. ACE’s principal executive offices are located at 500 North Wakefield Drive, Newark, Delaware 19702, and its telephone number is202-872-2000.

Business Services

Through its business services subsidiary BSC, Exelon provides its operating subsidiaries with a variety of support services at cost. The costs of these services are directly charged or allocated to the applicable operating segments. Additionally, the results of Exelon’s corporate operations include costs for corporate governance and interest costs and income from various investment and financing activities.

PHI Service Company, a wholly owned subsidiary of PHI, provides a variety of support services at cost, including legal, accounting, engineering, distribution and transmission planning, asset management, system operations, and power procurement, to PHI and its operating subsidiaries. These services are directly charged or allocated pursuant to service agreements among PHI Service Company and the participating operating subsidiaries.

Operating Segments

See Note 24—26—Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on Exelon’s operating segments.

Pending Merger with Pepco Holdings, Inc.

(Exelon)

On April 29, 2014,March 23, 2016, Exelon completed the merger contemplated by the Merger Agreement among Exelon, Purple Acquisition Corp., a wholly owned subsidiary of Exelon (Merger Sub) and Pepco Holdings, Inc. (PHI). As a result of that merger, Merger Sub was merged into PHI (the PHI Merger) with PHI surviving as a wholly owned subsidiary of Exelon and Exelon Energy Delivery Company, LLC (EEDC), a wholly owned subsidiary of Exelon which also owns Exelon’s interests in ComEd, PECO and BGE (through a special purpose subsidiary in the case of BGE). Following the completion of the

PHI Merger, Exelon and PHI signed an agreement and plancompleted a series of merger (as subsequently amended and restated as of July 18, 2014) to combine the two companies in an all cash transaction. Theinternal corporate organization restructuring transactions resulting company will retain the Exelon name and be headquartered in Chicago. The merger is expected to be completed in the second or third quartertransfer of 2015.PHI’s unregulated business interests to Exelon and Generation and the transfer of PHI, Pepco, DPL and ACE to a special purpose subsidiary of EEDC. See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on the pendingPHI transaction.

Generation

Generation, one of the largest competitive electric generation companies in the United States as measured by owned and contracted MW, physically delivers and markets power across multiple geographic regions through its customer-facing business, Constellation. Constellation sells electricity and natural gas, including renewable energy, in competitive energy markets to both wholesale and retail customers. The retail sales include commercial, industrial and residential customers. Generation’s electricity generation strategy is to pursue opportunities that provide generation-to-load matching and that diversify the generation fleet by expanding Generation’s regional and technological footprint. Generation leverages its energy generation portfolio to ensure delivery of energy to both wholesale and retail customers under long-term and short-term contracts, and in wholesale power markets. Generation’s customer facing activities foster development and delivery of other innovative energy-related products and services for its customers. Generation operates in well-developed energy markets and employs an integrated hedging strategy to manage commodity price volatility. Generation’s fleet including its nuclear plants which consistently operate at high capacity factors, also provideprovides geographic and supply source diversity. These factors help Generation mitigate the challenging conditions emanating from competitive energy markets. Generation’s customers include distribution utilities, municipalities, cooperatives, financial institutions, and commercial, industrial, governmental, and residential customers in competitive markets. Generation also sells renewable energyGeneration’s customer facing activities foster development and delivery of other innovative energy-related products and services and engages in natural gas and oil exploration and production activities (Upstream).

for its customers.

Generation is a public utility under the Federal Power Act and is subject to FERC’s exclusive ratemaking jurisdiction over wholesale sales of electricity and the transmission of electricity in interstate commerce. Under the Federal Power Act, FERC has the authority to grant or deny market-based rates for sales of energy, capacity and ancillary services to ensure that such sales are just and reasonable. FERC’s jurisdiction over ratemaking also includes the authority to suspend the market-based rates of utilities and set cost-based rates should FERC find that its previous grant of market-based rates authority is no longer just and reasonable. Other matters subject to FERC jurisdiction include, but are

not limited to, third-party financings; review of mergers; dispositions of jurisdictional facilities and acquisitions of securities of another public utility or an existing operational generating facility; affiliate transactions; intercompany financings and cash management arrangements; certain internal corporate reorganizations; and certain holding company acquisitions of public utility and holding company securities. Additionally, ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs in markets regulated by FERC. Specific operations of Generation are also subject to the jurisdiction of various other Federal, state, regional and local agencies, including the NRC and Federal and state environmental protection agencies. Additionally, Generation is subject to mandatory reliability standards promulgated by the NERC, with the approval of FERC.

RTOs and ISOs exist in a number of regions to provide transmission service across multiple transmission systems. PJM, MISO,ISO-NE and SPP, have been approved by FERC as RTOs, and CAISO andISO-NY have been approved as ISOs. These entities are responsible for regional planning, managing transmission congestion, developing wholesale markets for energy and capacity, maintaining reliability, market monitoring, the scheduling of physical power sales brokered through ICE and NYMEX and the elimination or reduction of redundant transmission charges imposed by multiple transmission providers when wholesale customers take transmission service across several transmission systems.

Merger with Constellation Energy Group, Inc.

On March 12, 2012, Constellation merged into Exelon with Exelon continuing as the surviving corporation pursuant to the transactions contemplated by the Agreement and Plan of Merger. Since the merger transaction, Generation includes the former Constellation generation and customer supply operations. See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on the Constellation merger.

Constellation Energy Nuclear Group, Inc.

Generation owns a 50.01% interest in CENG, a joint venture with EDF. CENG is governed by a board of ten directors, five of which are appointed by Generation and five by EDF. CENG owns a total of five nuclear generating facilities on three sites, Calvert Cliffs, R.E. Ginna and Nine Mile Point. CENG’s ownership share in the total capacity of these units is 3,9984,007 MW. See ITEM 2. PROPERTIES for additional information on these sites.

Generation and EDF also entered into a Put Option Agreement on April 1, 2014, pursuant to which EDF has the option, exercisable beginning on January 1, 2016 and thereafter until June 30, 2022, to sell its 49.99% interest in CENG to Generation for a fair market value price determined by agreement of the parties, or absent agreement, a third-party arbitration process. In addition, under limited circumstances, the period for exercise of the put option may be extended for 18 months.

Prior to April 1, 2014, Exelon and Generation accounted for their investment in CENG under the equity method of accounting. The transfer of the nuclear operating licenses and the execution of the NOSA on April 1, 2014, resulted in the derecognition of the equity method investment in CENG and the recording of all assets, liabilities and EDF’s noncontrolling interestinterests in CENG at fair value on a fully consolidated basis in Exelon’s and Generation’s Consolidated Balance Sheets. Refer to Note 5—Investment in Constellation Energy Nuclear Group, LLC of the Combined Notes to Consolidated Financial Statements for further information regarding the integration transaction.

Significant Acquisitions

ConEdison Solutions.On September 1, 2016, Generation acquired the competitive retail electric and natural gas business activities of ConEdison Solutions, a subsidiary of Consolidated Edison, Inc., for a purchase price of $257 million including net working capital of $204 million. The renewable energy, sustainable services and energy efficiency businesses of ConEdison were excluded from the transaction.

Integrys Energy Services, Inc.On November 1, 2014, Generation acquired the competitive retail electric and natural gas business activities of Integrys Energy Group, Inc. through the purchase of all of the stock of its wholly owned subsidiary, Integrys Energy Services, Inc. (Integrys) for a purchase price of $332 million, including net working capital. The generation and solar asset businesses of Integrys arewere excluded from the transaction.

Merger with Constellation Energy Group, Inc.On March 12, 2012, Constellation merged into Exelon with Exelon continuing as the surviving corporation pursuant to the transactions contemplated by the Agreement and Plan of Merger. Since the merger transaction, Generation includes the former Constellation generation and customer supply operations.

Dispositions

Upstream Disposition.On June 16, 2016, Generation initiated the sales process of its Upstream business. See Note 4—Mergers, Acquisitions,14—Debt and Dispositions of the Combined Notes to Consolidated Financial StatementsCredit Agreements for additional information on the above acquisition.

Antelope Valley Solar Ranch One. On September 30, 2011, Exelon announced the completion of its acquisition ofmore information. In December 2016, Generation sold substantially all of the interestsUpstream assets for $37 million which resulted in Antelope Valley, a 242-MW solar project under developmentpre-tax loss on sale of $10 million which is included in northern Los Angeles County, California, from First Solar, Inc. The facility became fully operational in 2014. The project has a 25-year PPA with Pacific Gas & Electric CompanyGain(loss) on sales of assets on Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income for the full output of the plant, which has been approved by the CPUC. Total capitalized costs for the facility incurred as ofyear ended December 31, 2014 were approximately $1.1 billion.2016.

Wolf Hollow Generating Station. On August 24, 2011, Generation completed the acquisition of all of the equity interests of Wolf Hollow, LLC (Wolf Hollow), a combined-cycle natural gas-fired power plant in north Texas, for a purchase price of $311 million which increased Generation’s owned capacity within the ERCOT power market by 704 MWs.

Significant Dispositions

Asset Divestitures. As of December 31,During 2014 and 2015, Generation sold or entered into agreements to divest certain generating assets with total expected pre-tax proceeds of $1.8 billion (after-tax(after-tax proceeds of approximately $1.4 billion). The proceeds are expected to beProceeds were used primarily to finance a portion of the acquisition of PHI.

Maryland Clean Coal Stations. On November 30, 2012, a subsidiary of Generation sold the Brandon Shores generating station and H.A. Wagner generating station in Anne Arundel County, Maryland, and the C.P. Crane generating station in Baltimore County, Maryland to Raven Power Holdings LLC, a subsidiary of Riverstone Holdings LLC to comply with certain of the regulatory approvals required by the merger with Constellation Energy Group, Inc. for net proceeds of approximately $371 million, which resulted in apre-tax impairment charge of $272 million.

See Note 4—Mergers, Acquisitions, and Dispositions and Note 8—Impairment of Long-Lived Assets of the Combined Notes to Consolidated Financial Statements for additional information.

Generating Resources

At December 31, 2014,2016, the generating resources of Generation consisted of the following:

 

Type of Capacity

  MW 

Owned generation assets(a)(b)

  

Nuclear

   19,31619,457  

Fossil(c) (primarily natural gas and oil)

   9,5159,548  

Renewable(d)(c)

   3,4343,715  
  

 

 

 

Owned generation assets

   32,26532,720  

Long-term power purchase contracts(d)

   9,5746,879  
  

 

 

 

Total generating resources

   41,83939,599  
  

 

 

 

 

(a)See “Fuel” for sources of fuels used in electric generation.
(b)Net generation capacity is stated at proportionate ownership share. See ITEM 2. PROPERTIES—Generation for additional information.
(c)Comprised primarily of natural gas generating assets. Excludes Quail Run, which was sold on January 21, 2015.
(d)Includes wind, hydroelectric, wind, and solar generating assets.

(d)Electric supply procured under site specific agreements.

Generation has six reportable segments, theMid-Atlantic, Midwest, New England, New York, ERCOT and Other Power Regions, representing the different geographical areas in which Generation’s customer-facing activities are conducted and where Generation’s generating resources are located.

 

Mid-Atlantic represents operations in the eastern half of PJM, which includes Pennsylvania, New Jersey, Maryland, Virginia, West Virginia, Delaware, the District of Columbia and parts of North Carolina (approximately 35%36% of capacity).

Midwest represents operations in the western half of PJM, which includes portions of Illinois, Indiana, Ohio, Michigan, Kentucky and Tennessee; and the United States footprint of MISO (excluding MISO’s Southern Region), which covers all or most of North Dakota, South Dakota, Nebraska, Minnesota, Iowa, Wisconsin, and the remaining parts of Illinois, Indiana, Michigan and Ohio not covered by PJM; and parts of Montana, Missouri and Kentucky (approximately 38%37% of capacity).

 

New England represents the operations withinISO-NE covering the states of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont (approximately 7% of capacity).

 

New York represents the operations withinISO-NY, which covers the state of New York in its entirety (approximately 3% of capacity).

 

ERCOT represents operations within Electric Reliability Council of Texas, covering most of the state of Texas (approximately 11% of capacity).

 

Other Power Regions is an aggregate of regions not considered individually significant (approximately 6% of capacity).

See Note 24—26—Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on revenues from external customers and revenues net of purchased power and fuel expense for each of Generation’s reportable segments.

Nuclear Facilities

Generation has ownership interests in fourteen nuclear generating stations currently in service, consisting of 24 units with an aggregate of 19,31619,457 MW of capacity. Generation wholly owns all of its nuclear generating stations, except for Quad Cities Generating Station (75% ownership), Peach Bottom Generating Station (50% ownership), and Salem Generating Station (Salem) (42.59% ownership), which are consolidated on Exelon’s and Generation’s financial statements relative to its proportionate ownership interest in each unit. In addition, Generation owns a 50.01% interest, collectively, in the CENG generating stations (Calvert Cliff Nuclear Power Plant,Cliffs, Nine Mile Point Nuclear Station [excluding LIPA’s 18% ownership interest in Nine Mile Point Unit 2] and R.E. Ginna) which are 100% consolidated on Exelon and Generation’s financial statements as of April 1, 2014. See Note 5—Investment in Constellation Energy Nuclear Group, LLC of the Combined Notes to Consolidated Financial Statements for additional information.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the impact of the Future Energy Jobs Bill and New York CES on certain nuclear plants.

Generation’s nuclear generating stations are all operated by Generation, with the exception of the two units at Salem, which are operated by PSEG Nuclear, LLC (PSEG Nuclear), an indirect, wholly owned subsidiary of PSEG. In 2014, 2013,2016, 2015 and 20122014 electric supply (in GWh) generated from the nuclear generating facilities was 67%, 57%68% and 53%67%, respectively, of Generation’s total electric supply, which also includes fossil, hydroelectric and renewable generation and electric supply purchased for resale. The majority of this output was dispatched to support Generation’s wholesale and retail power marketing activities. See ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for further discussion of Generation’s electric supply sources.

On August 8, 2016, Generation executed a series of agreements with Entergy Nuclear FitzPatrick LLC (Entergy) to acquire the 838MW single-unit James A. FitzPatrick (FitzPatrick) nuclear generating station located in Scriba, New York. Closing of the transaction is currently anticipated to occur in the first half of 2017 and requires regulatory approval by FERC, NRC and the New York Public Service Commission (NYPSC). The transaction is also subject to the notification and reporting requirements of the HSR Act (which has been completed) and other customary closing conditions. See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional detail on the proposed acquisition of the FitzPatrick nuclear generating station.

Nuclear Operations. Capacity factors, which are significantly affected by the number and duration of refueling andnon-refueling outages, can have a significant impact on Generation’s results of operations. As the largest generator of nuclear power in the United States, Generation can negotiate favorable terms for the materials and services that its business requires. Generation’s operations from its nuclear plants have historically had minimal environmental impact and the plants have a safe operating history.

During 20142016, 2015 and 2013,2014, the nuclear generating facilities operated by Generation achieved capacity factors of 94.3%94.6%, 93.7% and 94.1%94.3%, respectively. The capacity factors reflect ownership percentage of stations operated by Generation and include CENG as of April 1, 2014. Generation manages its scheduled refueling outages to minimize their duration and to maintain high nuclear generating capacity factors, resulting in a stable generation base for Generation’s wholesale and retail

marketing and trading activities. During scheduled refueling outages, Generation performs maintenance and equipment upgrades in order to minimize the occurrence of unplanned outages and to maintain safe, reliable operations.

In addition to the rigorous maintenance and equipment upgrades performed by Generation during scheduled refueling outages, Generation has extensive operating and security procedures in place to ensure the safe operation of the nuclear units. Generation has extensive safety systems in place to protect the plant, personnel and surrounding area in the unlikely event of an accident.accident or other incident.

Regulation of Nuclear Power Generation. Generation is subject to the jurisdiction of the NRC with respect to the operation of its nuclear generating stations, including the licensing for operation of each unit. The NRC subjects nuclear generating stations to continuing review and regulation covering, among other things, operations, maintenance, emergency planning, security and environmental and radiological aspects of those stations. As part of its reactor oversight process, the NRC continuously assesses unit performance indicators and inspection results, and communicates its assessment on a semi-annual basis. As of December 31, 2014,January 30, 2017, the NRC categorized Calvert Cliffs unit 2, Clinton, Limerick units 1 and 2, and Oyster CreekGinna in the Regulatory Response Column, which is the second highest of five performance bands. All other units operated by Generation are categorized in the Licensee Response Column, as of December 31, 2014, which is the highest performance band. The NRC may modify, suspend or revoke operating licenses and impose civil penalties for failure to comply with the Atomic Energy Act, the regulations under such Act or the terms of the operating licenses. Changes in regulations by the NRC may require a substantial increase in capital expenditures for nuclear generating facilities and/or increased operating costs of nuclear generating units.

On March 11, 2011, Japan experienced a 9.0 magnitude earthquake and ensuing tsunami that seriously damaged the nuclear units at the Fukushima Daiichi Nuclear Power Station, which are operated by Tokyo Electric Power Co. In July 2011, an NRC Task Force formed in the aftermath of the Fukushima Daiichi events issued a report of its review of the accident, including recommendations for future regulatory action by the NRC to be taken in the near and longer term. The Task Force’s report concluded that nuclear reactors in the United States are operating safely and do not present an imminent risk to public health and safety. The NRC and its staff have issued orders and implementation guidance for commercial reactor licensees operating in the United States. The NRC and its staff are continuing to evaluate additional requirements. For additional information on the NRC actions related to the Japan Earthquake and Tsunami and the industry’s response, see ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Executive Overview.

Licenses. Generation has original40-year operating licenses from the NRC for each of its nuclear units and has received20-year operating license renewals from the NRC for Peach Bottom Units 2 and 3, Dresden Units 2 and 3, Quad Cities Units 1 and 2, Oyster Creek Unit 1, Calvert Cliffs Units 1 and 2, Nine Mile Point Units 1 and 2, R.E. Ginna Unit 1, Three Mile Island Unit 1 and Limerick Units 1 and 2.all its nuclear units except Clinton. Additionally, PSEG has 40-year operating licenses from the NRC and has received20-year operating license renewals for Salem Units 1 and 2. On December 8, 2010, Exelon announced that Generation will permanently cease generation operations at Oyster Creek by December 31, 2019.

The following table summarizes the current operating license expiration dates for Generation’s nuclear facilities in service:

 

Station

  Unit   In-Service
Date (a)
   Current License
Expiration
   Unit   In-Service
Date (a)
   Current License
Expiration
 

Braidwood (b)

   1     1988     2026     1     1988     2046  
   2     1988     2027     2     1988     2047  

Byron (b)

   1     1985     2024     1     1985     2044  
   2     1987     2026     2     1987     2046  

Calvert Cliffs (c)

   1     1975     2034     1     1975     2034  
   2     1977     2036     2     1977     2036  

Clinton(b)

   1     1987     2026     1     1987     2026  

Dresden (c)

   2     1970     2029     2     1970     2029  
   3     1971     2031     3     1971     2031  

LaSalle (d)

   1     1984     2022     1     1984     2042  
   2     1984     2023     2     1984     2043  

Limerick (c)

   1     1986     2044     1     1986     2044  
   2     1990     2049     2     1990     2049  

Nine Mile Point (c)

   1     1969     2029     1     1969     2029  
   2     1988     2046     2     1988     2046  

Oyster Creek (e)(c)

   1     1969     2029     1     1969     2029  

Peach Bottom (c)(d)

   2     1974     2033     2     1974     2033  
   3     1974     2034     3     1974     2034  

Quad Cities (c)

   1     1973     2032     1     1973     2032  
   2     1973     2032     2     1973     2032  

R.E. Ginna (c)

   1     1970     2029     1     1970     2029  

Salem (c)

   1     1977     2036     1     1977     2036  
   2     1981     2040     2     1981     2040  

Three Mile Island (c)

   1     1974     2034     1     1974     2034  

 

(a)Denotes year in which nuclear unit began commercial operations.
(b)In May 2013,Although timing has been delayed, Generation submitted applicationscurrently plans to seek license renewal for Clinton and has advised the NRC to extendthat any license renewal application would not be filed until the operating licensesfirst quarter of Braidwood Units 1 and 2 and Byron Units 1 and 2 by 20 years.2021.
(c)Stations for which the NRC has issued renewed operating licenses.
(d)In December 2014, Generation submitted applications to the NRC to extend the operating licenses of LaSalle Units 1 and 2 by 20 years.
(e)In December 2010, Exelon announced that Generation will permanently cease generation operations at Oyster Creek by December 31, 2019. In 2016, Exelon notified the NRC that it will cease operations at Oyster Creek on November 30, 2019.
(d)On June 7, 2016, Generation announced that it will submit a second 20 year license renewal application to NRC for Peach Bottom Units 2 and 3 in 2018.

Generation currently has license renewal applications pending for Braidwood Units 1 and 2, Byron Units 1 and 2, and LaSalle Units 1 and 2. Generation has advised the NRC that any license renewal application for Clinton would not be filed until the first quarter of 2021. The operating license renewal process takes approximately four to five years from the commencement of the renewal process until completion of the NRC’s review. The NRC review process takes approximately two years from the docketing of an application. Each requestedTo date, each granted license renewal is expected to behas been for 20 years beyond the original operating license expiration. Depreciation provisions are based on the estimated useful lives of the stations, which reflect the actual and assumed renewal of operating licenses for all of Generation’s operating nuclear generating stations except for Oyster Creek.Creek and Clinton. Oyster Creek depreciation provisions are based on the 2019 expected shutdown date. Clinton depreciation provisions are based on 2027 which is the last year of the Illinois Zero Emissions Standard. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional detail on the new Illinois legislation and Note 9—Early Nuclear Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional detail on the reversal of the decision to early retire Clinton.

In August 2012, Generation entered into an operating services agreement with the Omaha Public Power District (OPPD) to provide operational and managerial support services for the Fort Calhoun Station and a licensing agreement for use of the Exelon Nuclear Management Model. The termsOn

December 16, 2016, Generation was notified by OPPD of the termination of the operating services agreement for both agreements are 20 years.Fort Calhoun Station effective June 14, 2017. OPPD willhas the option to continue to ownuse the plant and remain the NRC licensee.

Exelon Nuclear Uprate Program. Generation is engaged in individual projects as partManagement Model for payment of a planned power uprate program across its nuclear fleet. When economically viable, the projects take advantage of new production and measurement technologies, new materials and application of expertise gained from a half-century of nuclear power operations. Based on ongoing reviews, the nuclear uprate implementation plan was adjusted during 2013 to cancel certain projects. The Measurement Uncertainty Recapture uprate projects at the Dresden and Quad Cities nuclear stations were cancelled as a result of the cost of additional plant modifications identified during final design work which, when combined with then current market conditions, made the projects not economically viable. Additionally, the market conditions prompted Generation to cancel the previously deferred extended power uprate projects at the LaSalle and Limerick nuclear stations. During 2013, Generation recorded a pre-tax charge to operating and maintenance expense and interest expense of approximately $111 million and $8 million, respectively, to accrue remaining costs and reverse the previously capitalized costs.fee.

Under the nuclear uprate program, Generation has placed into service projects representing 393 MWs of new nuclear generation at a cost of $1,193 million, which has been capitalized to property, plant and equipment on Exelon’s and Generation’s Consolidated Balance Sheets. At December 31, 2014, Generation has capitalized $122 million to construction work in progress within property, plant and equipment for nuclear uprate projects expected to be placed in service by the end of 2016, consisting of 139 MWs of new nuclear generation that is in the installation phase at one nuclear station, Peach Bottom in Pennsylvania. The remaining spend associated with this project is expected to be approximately $125 million through the end of 2016. Generation believes that it is probable that this project will be completed. If a project is expected not to be completed as planned, previously capitalized costs will be reversed through earnings as a charge to operating and maintenance expense and interest.

Nuclear Waste Storage and Disposal. There are no facilities for the reprocessing or permanent disposal of SNF currently in operation in the United States, nor has the NRC licensed any such facilities. Generation currently stores all SNF generated by its nuclear generating facilitieson-site in on-site storage pools or in dry cask storage facilities. Since Generation’s SNF storage pools generally do not have sufficient storage capacity for the life of the respective plant, Generation has developed dry cask storage facilities to support operations.

As of December 31, 2014,2016, Generation had approximately 73,80077,900 SNF assemblies (18,300(19,200 tons) stored on site in SNF pools or dry cask storage (this includes SNF assemblies at Zion Station, for which Generation retains ownership even though the responsibility for decommissioning Zion Station has been assumed by another party; see Note 15—16—Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding Zion Station Decommissioning). All currently operating Generation-owned nuclear sites haveon-site dry cask storage, except for Clinton and Three Mile Island. Clinton and Three Mile Island, are anticipated to lose full core reserve, whichwhere such storage is when the on-site storage pool will no longer have sufficient space to receive a full complement of fuel from the reactor core, in 2015 and 2023, respectively. Dry cask storage will be in operation at Clinton and is expectedprojected to be in operation at Three Mile Island prior to losing full core offload capability in their respective on-site storage pools. 2023.On-site dry cask storage in concert withon-site storage pools will be capable of meeting all current and future SNF storage requirements at Generation’s sites through the end of the license renewal periods and through decommissioning.

For a discussion of matters associated with Generation’s contracts with the DOE for the disposal of SNF, see Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.

As aby-product of their operations, nuclear generating units produce LLRW. LLRW is accumulated at each generating station and permanently disposed of at licensed disposal facilities. The FederalLow-Level Radioactive Waste Policy Act of 1980 provides that states may enter into agreements to provide regional disposal facilities for LLRW and restrict use of those facilities to waste generated within the region. Illinois and Kentucky have entered into such an agreement, although neither state currently has an operational site and none is anticipated to be operational until after 2020.

Generation ships its Class A LLRW, which represents 93% of LLRW generated at its stations, to disposal facilities in Utah and South Carolina. The disposal facility in South Carolina at present is only receiving LLRW from LLRW generators in South Carolina, New Jersey (which includes Oyster Creek and Salem), and Connecticut.

Generation utilizeson-site storage capacity at all its Peach Bottom and LaSalle stations to store and stage for shipping Class B and Class C LLRW for all stations in Generation’s nuclear fleet, as approved by the NRC.LLRW. Generation has a contract through 2032 to ship Class B and Class C LLRW to a disposal facility in Texas. The agreement provides for disposal of all current Class B and Class C LLRW currently stored at the Peach Bottom and LaSalle stationseach station as well as the Class B and Class C LLRW generated during the term of the agreement. However, because the production of LLRW from Generation’s nuclear fleet will exceed the capacity at the Texas site (3.9 million curies for 15 years beginning in 2012), Generation will still be required to utilizeon-site storage at its Peach Bottom and LaSalle stations for Class B and Class C LLRW. Generation currently has enough storage capacity to store all Class B and C LLRW for the life of all stations in Generation’s nuclear fleet. Generation continues to pursue alternative disposal strategies for LLRW, including an LLRW reduction program to minimize cost impacts andon-site storage.

Nuclear Insurance. Generation is subject to liability, property damage and other risks associated with major incidents at any of its nuclear stations, including the CENG nuclear stations. Generation has

reduced its financial exposure to these risks through insurance and other industry risk-sharing provisions. See “Nuclear Insurance” within Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for details.

For information regarding property insurance, see ITEM 2. PROPERTIES—Generation. Generation is self-insured to the extent that any losses may exceed the amount of insurance maintained or are within the policy deductible for its insured losses. Such losses could have a material adverse effect on Exelon’s and Generation’s future financial conditionconditions and results of operations.operations and cash flows.

Decommissioning. NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in specified minimum amounts at the end of the life of the facility to decommission the facility. See ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Exelon Corporation, Executive Overview; ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Critical Accounting Policies and Estimates, Nuclear Decommissioning, Asset Retirement Obligations and Nuclear Decommissioning Trust Fund Investments; and Note 3—Regulatory Matters, Note 11—12—Fair Value of Financial Assets and Liabilities and Note 15—16—Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding Generation’s NDT funds and its decommissioning obligations.

Dresden Unit 1 The ultimate decommissioning obligation will be funded by the NDTs. The NDTs are recorded on Exelon’s and Peach Bottom Unit 1 have ceased power generation. SNFGeneration’s Consolidated Balance Sheets at Dresden Unit 1 is currently being stored in dry cask storage until a permanent repository under the NWPA is completed. All SNF for Peach Bottom Unit 1, which ceased operation in 1974, has been removed from the site and the SNF pool is drained and decontaminated. Generation’s estimated ARO liabilities to

decommission Dresden Unit 1 and Peach Bottom Unit 1 as of December 31, 2014 were $188 million2016 at fair value of approximately $11.1 billion and $111 million, respectively. Ashave an estimated targeted annual pre-tax return of December 31, 2014, NDT funds set aside5.3% to pay for these obligations were $459 million.5.9%.

Zion Station Decommissioning. On December 11, 2007, Generation entered into an Asset Sale Agreement (ASA) with EnergySolutions, Inc. and its wholly owned subsidiaries, EnergySolutions, LLC (EnergySolutions) and ZionSolutions, LLC (ZionSolutions) under which ZionSolutions assumed responsibility for decommissioning Zion Station, which is located in Zion, Illinois and ceased operation in 1998.

On September 1, 2010, Generation and EnergySolutions completed the transactions contemplated by the ASA. Specifically, Generation transferred to ZionSolutions substantially all of the assets (other than land) associated with Zion Station, including assets held in related NDT funds. In consideration for Generation’s transfer of those assets, ZionSolutions assumed decommissioning and other liabilities, excluding the obligation to dispose of SNF, associated with Zion Station. Pursuant to the ASA, ZionSolutions will periodically request reimbursement from the Zion Station-related NDT funds for costs incurred related to the decommissioning efforts at Zion Station. However, ZionSolutions is subject to certain restrictions on its ability to request reimbursement; specifically, if certain milestones as defined in the ASA are not met, all or a portion of requested reimbursements shall be deferred until such milestones are met. See Note 15—16—Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding Zion Station Decommissioning and see Note 2—Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for a discussion of variable interest entity considerations related to ZionSolutions.

Fossil and Renewable Facilities (including Hydroelectric)

At December 31, 2016, Generation hashad ownership interests in 12,94913,263 MW of capacity in fossil and renewable generating facilities currently in service, (excluding Quail Run, which was sold on January 21, 2015).consisting of 9,522 MW of natural gas and oil, 3,715 MW of renewables (wind, hydroelectric, and solar) and 26 MW of waste coal. Generation wholly owns all of its fossil and renewable generating stations, with the exception of: (1) jointly owned facilities that include Wyman; (2) an ownership interest through an equity method investment in Sunnyside; and (3) certain wind project entities with minority interest owners,owners; and (3) an ownership interest in the Albany Green Energy, LLC project entity, see Note 2—Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information onregarding certain of these wind project entities.entities which are VIEs. Generation’s fossil and renewable generating stations are all operated by Generation, with the exception of LaPorte Sunnyside

and Wyman, which are operated by third parties. See Note 4—Mergers, Acquisitions,In 2016, 2015 and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information relating to the sale of the Quail Run generating facility. In 2014, and 2013, electric supply (in GWh) generated from owned fossil and renewable generating facilities was 13%10%, 8% and 15%13%, respectively, of Generation’s total electric supply. The majority of this output was dispatched to support Generation’s wholesale and retail power marketing activities. For additional information regarding Generation’s electric generating facilities, see ITEM 2. PROPERTIES—Exelon Generation Company, LLC and ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Exelon Corporation, Executive Overview for additional information on Generation Renewable Development.

Licenses. Fossil and renewable generation plants are generally not licensed, and, therefore, the decision on when to retire plants is, fundamentally, a commercial one. FERC has the exclusive authority to license mostnon-Federal hydropower projects located on navigable waterways or Federal lands, or connected to the interstate electric grid. On August 29, 2012 and August 30, 2012, Generation submitted hydroelectric license applications to the FERC for46-year licenses for the Conowingo Hydroelectric Project (Conowingo) and the Muddy Run Pumped Storage Facility Project (Muddy Run), respectively. On December 22, 2015, FERC issued a new40-year license for Muddy Run. The license term expires on December 1, 2055. Based on the FERC procedural schedule, the FERC licensing process was not completed prior to the expiration of Muddy Run’s license on August 31, 2014, and the expiration of Conowingo’s license on September 1, 2014. FERC is required to issue an annual licenseslicense for the facilities

facility until the new licenses arelicense is issued. On September 10, 2014, FERC issued an annual licenseslicense for Conowingo, and Muddy Run, effective as of the expiration of the previous licenses.license. If FERC does not issue a new licenseslicense prior to the expiration of annual licenses,license, the annual licenseslicense will renew automatically. The stations are currently being depreciated over their estimated useful lives, which includes theactual and anticipated license renewal period.periods. Refer to Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Insurance. Generation maintains business interruption insurance for its renewable and fossil projects, and delay instart-up insurance for its renewable and fossil projects currently under construction. Generation does not purchase business interruption insurance for its wholly owned fossil and hydroelectric operations, unless required by financing agreements; see Note 14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on financing agreements. Generation maintains both property damage and liability insurance. For property damage and liability claims for these operations, Generation is self-insured to the extent that losses are within the policy deductible or exceed the amount of insurance maintained. Such losses could have a material adverse effect on Exelon’s and Generation’s future financial conditionconditions and their results of operations and cash flows. For information regarding property insurance, see ITEM 2. PROPERTIES—Exelon Generation Company, LLC.

Long-Term Power Purchase Contracts

In addition to energy produced by owned generation assets, Generation sources electricity and other related output from plants it does not own under long-term contracts. The following tables summarize Generation’s long-term contracts to purchase unit-specific physical power with an original term in excess of one year in duration, by region, in effect as of December 31, 2014:2016:

 

Region

  Number of
Agreements
   Expiration Dates  Capacity (MW)   Number of
Agreements
   Expiration
Dates
  Capacity (MW) 

Mid-Atlantic

   19    2015 - 2032   860     16    2017 - 2032   800  

Midwest

   7    2015 - 2022   1,734     6    2017 - 2026   1,236  

New England

   15    2015 - 2020   1,401     8    2017   650  

ERCOT

   5    2020 - 2031   1,534     5    2020 - 2031   1,501  

Other Regions

   15    2015 - 2030   4,045  

Other Power Regions

   11    2017 - 2030   2,692  
  

 

     

 

   

 

     

 

 

Total

   61       9,574     46       6,879  
  

 

     

 

   

 

     

 

 

 

   2015   2016   2017   2018   2019 

Capacity Expiring (MW)

   2,726     73     1,965     101     631  
   2017   2018   2019   2020   2021 

Capacity Expiring (MW)

   1,790     101     644     980     815  

Fuel

The following table shows sources of electric supply in GWh for 20142016 and 2013:2015:

 

  Source of Electric Supply   Source of Electric Supply 
        2014               2013               2016               2015       

Nuclear(a)

   166,454     142,126     176,799     175,474  

Purchases—non-trading portfolio (b)

   48,200     69,791     59,987     63,637  

Fossil (primarily natural gas)

   26,324     30,785  

Fossil (primarily natural gas and oil)

   19,830     14,936  

Renewable(c)(b)

   6,429     6,420     6,324     5,982  
  

 

   

 

   

 

   

 

 

Total supply

   247,407     249,122     262,940     260,029  
  

 

   

 

   

 

   

 

 

 

(a)Includes the proportionate share of output where Generation has an undivided ownership interest in jointly-owned generating plants and includes the total output of plants that are fully consolidated (e.g., CENG). Nuclear generation for 20142016 and 20132015 includes physical volumes of 25,05333,444 GWh and 033,415 GWh, respectively, for CENG.
(b)Purchased power for 2014 and 2013 includes physical volumes of 5,346 GWh and 24,232 GWh, respectively, as a result of the PPA with CENG. On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, 100% of CENG volumes are included in nuclear generation.
(c)Includes wind, hydroelectric, wind, and solar generating assets.

The fuel costs per MWh for nuclear generation are less than those for fossil-fuel generation. Consequently, nuclear generation is generally the most cost-effective way for Generation to meet its wholesale and retail load servicing requirements.

The cycle of production and utilization of nuclear fuel includes the mining and milling of uranium ore into uranium concentrates, the conversion of uranium concentrates to uranium hexafluoride, the enrichment of the uranium hexafluoride and the fabrication of fuel assemblies. Generation has uranium concentrate inventory and supply contracts sufficient to meet all of its uranium concentrate requirements through 2016.2018. Generation’s contracted conversion services are sufficient to meet all of its uranium conversion requirements through 2015.2017. All of Generation’s enrichment requirements have been contracted through 2020. Contracts for fuel fabrication have been obtained through 2018.2022. Generation does not anticipate difficulty in obtaining the necessary uranium concentrates or conversion, enrichment or fabrication services to meet the nuclear fuel requirements of its nuclear units.

Natural gas is procured through long-term and short-term contracts, as well as spot-market purchases. Fuel oil inventories are managed so that in the winter months sufficient volumes of fuel are

available in the event of extreme weather conditions and during the remaining months to take advantage of favorable market pricing.

Generation uses financial instruments to mitigate price risk associated with certain commodity price exposures. Generation also hedges forward price risk, using bothover-the-counter and exchange-traded instruments. See ITEM 1A. RISK FACTORS, ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Critical Accounting Policies and Estimates and Note 12—13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding derivative financial instruments.

Power Marketing

Generation’s integrated business operations include the physical delivery and marketing of power obtained through its generation capacity and through long-term, intermediate-term and short-term contracts. Generation maintains an effective supply strategy through ownership of generation assets and power purchase and lease agreements. Generation has also contracted for access to additional generation through bilateral long-term PPAs. PPAs, including tolling agreements, are commitments related to power generation of specific generation plants and/or are dispatchable in nature similar to asset ownership depending on the type of underlying asset. Generation secures contracted generation as part of its overall strategic plan, with objectives such as obtaininglow-cost energy supply sources to meet its physical delivery obligations to both wholesale and retail customers and assisting customers to meet renewable portfolio standards. Generation may also buy power to meet the energy demand of its customers. Generation sells electricity, natural gas, and other energy related products and solutions to various customers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, governmental, and residential customers in competitive markets. Generation’s customer facing operations combine a unified sales force with a customer-centric model that leverages technology to broaden the range of products and solutions offered, which Generation believes promotes stronger customer relationships. This model focuses on efficiency and cost reduction, which provides a platform that is scalable and able to capitalize on opportunities for future growth.

Generation’s purchasesGeneration may be forpurchase more than the energy demanded by Generation’sits customers. Generation then sells this open position, along with capacity not used to meet customer demand, in the wholesale electricity markets. Where necessary, Generation also purchases transmission service to ensure that it has reliable transmission capacity to physically move its power supplies to meet

customer delivery needs in markets without an organized RTO. Generation also incorporates contingencies into its planning for extreme weather conditions, including potentially reserving capacity to meet summer loads at levels representative of warmer-than-normal weather conditions. Additionally, Generation is involved in the development, exploration, and harvesting of oil, natural gas and natural gas liquids properties (Upstream).

Price Supply Risk Management

Generation also manages the price and supply risks for energy and fuel associated with generation assets and the risks of power marketing activities. Generation implements a three-year ratable sales plan to align its hedging strategy with its financial objectives. Generation also enters into transactions that are outside of this ratable sales plan. Generation is exposed to commodity price risk in 20152017 and beyond for portions of its electricity portfolio that are unhedged. Generation has been and will continue to be proactive in using hedging strategies to mitigate this risk in subsequent years. This strategy has not changed as a result of recent and pending asset divestitures. As of December 31, 2014,2016, the percentage of expected generation hedged for the major reportable segments was 93%-96%, 61%-64%91%-94%,56%-59% and 31%-34%28%-31% for 2015, 2016,2017, 2018, and 2017,2019, respectively. The percentage of expected generation hedged is the amount of equivalent sales divided by the expected generation (which reflects the divestiture impact of Quail Run).generation. Expected generation is the volume of energy that best represents our commodity position in energy markets from owned or contracted for capacitygenerating facilities based upon a simulated dispatch model that

makes assumptions regarding future market conditions, which are calibrated to market quotes for power, fuel, load following products, and options. Equivalent sales represent all hedging products, which include economic hedges and certainnon-derivative contracts, including sales to ComEd, PECO, BGE, Pepco, DPL, and BGEACE to serve their retail load. A portion of Generation’s hedging strategy may be implemented through the use of fuel products based on assumed correlations between power and fuel prices, which routinely change in the market. The corporate risk management group and Exelon’s RMC monitor the financial risks of the wholesale and retail power marketing activities. Generation also uses financial and commodity contracts for proprietary trading purposes, but this activity accounts for only a small portion of Generation’s efforts. The proprietary trading portfolio is subject to a risk management policy that includes stringent risk management limits, including volume, stop-loss andvalue-at-risk limits, to manage exposure to market risk. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information.

At December 31, 2014, Generation’s short and long-term commitments relating to the purchase of energy and capacity from and to unaffiliated utilities and others were as follows:

(in millions)

  Net Capacity
Purchases (a)
   REC
Purchases (b)
   Transmission Rights
Purchases(c)
   Total 

2015

  $418    $152    $20    $590  

2016

   283     228     15     526  

2017

   222     121     15     358  

2018

   112     29     16     157  

2019

   117     5     16     138  

Thereafter

   279     1     35     315  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,431    $536    $117    $2,084  
  

 

 

   

 

 

   

 

 

   

 

 

 

(a)Net capacity purchases include PPAs and other capacity contracts including those that are accounted for as operating leases. Amounts presented in the commitments represent Generation’s expected payments under these arrangements at December 31, 2014, net of fixed capacity payments expected to be received (“Capacity offsets”) by Generation under contracts to resell such acquired capacity to third parties under long-term capacity sale contracts. As of December 31, 2014, capacity offsets were $132 million, $133 million, $136 million, $137 million,$138 million, and $591 million for years 2015, 2016, 2017, 2018, 2019, and thereafter, respectively. Expected payments include certain fixed capacity charges which may be reduced based on plant availability.

(b)The table excludes renewable energy purchases that are contingent in nature.
(c)Transmission rights purchases include estimated commitments for additional transmission rights that will be required to fulfill firm sales contracts.

Capital Expenditures

Generation’s business is capital intensive and requires significant investments in nuclear fuel and energy generation assets and in other internal infrastructure projects. Generation’s estimated capital expenditures for 20152017 are as follows:

 

(in millions)

        

Nuclear fuel (a)

  $1,250    $925  

Growth

   600  

Production plant

   1,800     1,125  

Renewable energy projects

   225  

Maryland commitments

   225  

Other

   125  
  

 

   

 

 

Total

  $3,625    $2,650  
  

 

   

 

 

 

(a)Includes Generation’s share of the investment in nuclear fuel for theco-owned Salem plant.

ComEd

ComEd is engaged principally in the purchase and regulated retail sale of electricity and the provision of electricity distribution and transmission services to a diverse base of residential, commercial and industrialretail customers in northern Illinois. ComEd is a public utility under the Illinois Public Utilities Act subject to regulation by the ICC related to distribution rates and service, the issuance of securities and certain other aspects of ComEd’s business. ComEd is a public utility under the Federal Power Act subject to regulation by FERC related to transmission rates and certain other aspects of ComEd’s business. Specific operations of ComEd are also subject to the jurisdiction of various other Federal, state, regional and local agencies. Additionally, ComEd is subject to NERC mandatory reliability standards.

ComEd’s retail service territory has an area of approximately 11,400 square miles and an estimated population of 9 million. The service territory includes the City of Chicago, an area of about 225 square miles with an estimated population of 2.7 million. ComEd has approximately 3.8 million customers.

ComEd’s franchises are sufficient to permit it to engage in the business it now conducts. ComEd’s franchise rights are generally nonexclusive rights documented in agreements and, in some cases, certificates of public convenience issued by the ICC. With few exceptions, the franchise rights have stated expiration dates ranging from 20152017 to 2066. ComEd anticipates working with the appropriate governmental bodies to extend or replace the franchise agreements prior to expiration.

ComEd’s kWh deliveries and peak electricity load are generally higher during the summer and winter months, when temperature extremes create demand for either summer cooling or winter heating. ComEd’s highest peak load occurred on July 20, 2011, and was 23,753 MWs; its highest peak load during a winter season occurred on January 6, 2014, and was 16,515 MWs.

Retail Electric ServicesPECO

Electric revenues and purchased power expense are affected by fluctuations in customers’ purchases from competitive electric generation suppliers. All ComEd customers have the ability to purchase electricity from a competitive electric generation supplier. The number of retail customers

participating in customer choice programs was 2,426,921, 2,630,185 and 1,627,150 at December 31, 2014, 2013 and 2012, respectively, representing 63.0%, 68% and 43% of total retail customers, respectively. Retail energy purchased from competitive electric generation suppliers represented 80%, 81% and 65% of ComEd’s retail kWh sales for the years ended December 31, 2014, 2013 and 2012, respectively.

The customers’ choice activity affects revenue collected from customers related to supplied energy; however, that activity has no impact on electric revenue net of purchased power expense or ComEd’s financial position. ComEd’s cost of electric supply is passed without markup directly through to those customers not served by a competitive electric generation supplier and those rates are subject to adjustment monthly to recover or refund the difference between ComEd’s actual cost of electricity delivered and the amount included in rates. For those customers that choose a competitive electric generation supplier, ComEd acts as the billing agent but does not record revenues or expenses related to the electric supply. ComEd remains the distribution service provider for all customers in its service territory and charges a regulated rate for distribution service.

See Note 24—Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on revenues from external customers, net income and total assets.

Under Illinois law, ComEd is required to deliver electricity to all customers within ComEd’s service territory. ComEd’s obligation to provide generation supply service, which is referred to as a POLR obligation, primarily varies by customer size. ComEd’s obligation to provide such service to residential customers and other small customers with demands of under 100 kWs continues for all customers who do not choose a competitive electric generation supplier or who choose to return to ComEd after taking service from a competitive electric generation supplier. ComEd does not have a fixed-price generation supply service obligation to most of its largest customers with demands of 100 kWs or greater, as this group of customers has previously been declared competitive. Customers with competitive declarations may still purchase power and energy from ComEd, but only at hourly market prices.

Energy Infrastructure Modernization Act (EIMA). Since 2011, ComEd’s distribution rates are established through a performance-based rate formula pursuant to EIMA. EIMA also provides a structure for substantial capital investment by utilities over a ten-year period to modernize Illinois’ electric utility infrastructure. In addition, as long as ComEd is subject to EIMA, ComEd will fund customer assistance programs for low-income customers, which amounts will not be recoverable through rates.

EIMA is scheduled to sunset, ending ComEd’s performance based rate formula and investment commitment, at December 31, 2017, unless approved to continue through 2022 by the Illinois General Assembly. During the fourth quarter of 2014, the Illinois House and Senate each passed House Bill 3975 which extends the date of the EIMA sunset from 2017 to 2019. The bill was presented to the Governor on February 11, 2015. The Governor can either act on the bill or, after 60 days, the bill will automatically become law.

ComEd files an annual reconciliation of the revenue requirement in effect in a given year to reflect the actual costs that the ICC determines are prudently and reasonably incurred for such year. ComEd’s allowed rate of return on common equity is the annual average rate on 30-year treasury notes plus 580 basis points, subject to a (collar) of plus or minus 50 basis points. The collar, therefore limits favorable and unfavorable impacts of weather and load on distribution revenue. In addition, ComEd’s allowed rate of return on common equity is subject to reduction if ComEd does not deliver the reliability and customer service benefits, as defined, it has committed to over the ten-year life of the investment program. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Procurement-Related Proceedings. ComEd is permitted to recover its electricity procurement costs from retail customers without mark-up. Since June 2009, the IPA designs, and the ICC approves, an electricity supply portfolio for ComEd and the IPA administers a competitive process under which ComEd procures its electricity supply from various suppliers, including Generation. Charges incurred for electric supply procured through contracts with Generation are included in Purchased power from affiliates on ComEd’s Statement of operations and Comprehensive Income.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on ComEd’s procurement plans.

Continuous Power Interruption. The Illinois Public Utilities Act provides that in the event an electric utility, such as ComEd, experiences a continuous power interruption of four hours or more that affects (in ComEd’s case) more than 30,000 customers, the utility may be liable for actual damages suffered by customers as a result of the interruption and may be responsible for reimbursement of local governmental emergency and contingency expenses incurred in connection with the interruption. Recovery of consequential damages is barred. The affected utility may seek from the ICC a waiver of these liabilities when the utility can show that the cause of the interruption was unpreventable damage due to weather events or conditions, customer tampering, or certain other causes enumerated in the law. See Note 22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.

Smart Meter, Smart Grid and Energy Efficiency

Smart Meter and Smart Grid Programs. On January 6, 2012, ComEd filed its Infrastructure Investment Plan with the ICC. Under that plan, ComEd will invest approximately $2.6 billion over ten years to modernize and storm-harden its distribution system and to implement smart grid technology. On June 11, 2014, the ICC approved ComEd’s request to accelerate the deployment, which allows for the installation of more than four million smart meters throughout ComEd’s service territory by 2018, three years in advance of the originally scheduled 2021 completion date. To date, nearly 550,000 smart meters have been installed in the Chicago area by ComEd.

Energy Efficiency Programs. Electric utilities in Illinois are required to include cost-effective energy efficiency resources in their plans to meet an incremental annual program energy savings requirement of 0.2% of energy delivered to retail customers for the year ended June 1, 2009, which increases annually to 2.0% of energy delivered in the year commencing June 1, 2015 and each year thereafter. Additionally, during the ten-year period that began June 1, 2008, electric utilities must implement cost-effective demand response measures to reduce peak demand by 0.1% over the prior year for eligible retail customers. The energy efficiency and demand response goals are subject to rate impact caps each year. Utilities are allowed recovery of costs for energy efficiency and demand response programs, subject to approval by the ICC. In January 2014, the ICC approved ComEd’s third three-year Energy Efficiency and Demand Response Plan covering the period June 2014 through May 2017. The plans are designed to meet Illinois’ energy efficiency and demand response goals through May 2017, including reductions in delivered energy to all retail customers and in the peak demand of eligible retail customers.

EIMA provides for additional energy efficiency in Illinois. Starting in the June 2013 through May 2014 period and occurring annually thereafter, as part of the IPA procurement plan, ComEd is to include cost-effective expansion of current energy efficiency programs, and additional new cost-effective and/or third-party energy efficiency programs that are identified through a request for proposal process. All cost-effective energy efficiency programs are included in the IPA procurement plan for consideration of implementation. While these programs are monitored separately from the Energy Efficiency Portfolio Standard (EEPS), funds for both the EEPS portfolio and IPA energy efficiency programs are collected under the same rider.

Construction Budget

ComEd’s business is capital intensive and requires significant investments, primarily in electricity transmission and electricity distribution facilities, to ensure the adequate capacity, reliability and efficiency of its system. Such investments include capital program and modernization pursuant to EIMA, and transmission upgrades and expansion including the Grand Prairie Gateway Transmission Line project, and PJM’s RTEP. ComEd’s most recent estimate of capital expenditures for electric plant additions and improvements for 2015 is $2,200 million.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional details. See ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Liquidity and Capital Resources for further information.

PECO

PECO is engaged principally in the purchase and regulated retail sale of electricity and the provision of electricity transmissiondistribution and distributiontransmission services to retail customers in southeastern Pennsylvania, including the City of Philadelphia, as well as the purchase and regulated retail sale of natural gas and the provision of gas distribution services to retail customers in the Pennsylvania counties surrounding the City of Philadelphia. PECO is a public utility under the Pennsylvania Public

Utility Code subject to regulation by the PAPUC asrelated to electric and gas distribution rates and service, the issuances of certain securities and certain other aspects of PECO’s operations.business. PECO is a public utility under the Federal Power Act subject to regulation by FERC asrelated to transmission rates and certain other aspects of PECO’s business and by the U.S. Department of Transportation asrelated to pipeline safety and other areas of gas operations. Specific operations of PECO are subject to the jurisdiction of various other Federal, state, regional and local agencies. Additionally, PECO is also subject to NERC mandatory reliability standards.

PECO’s combined electric and natural gas retail service territory has an area of approximately 2,100 square miles and an estimated population of 4.0 million. PECO provides electric distribution service in an area of approximately 1,900 square miles, with a population of approximately 4.0 million, including approximately 1.6 million in the City of Philadelphia. PECO provides natural gas distribution service in an area of approximately 1,900 square miles in southeastern Pennsylvania adjacent to the City of Philadelphia, with a population of approximately 2.4 million. PECO delivers electricity to approximately 1.6 million customers and natural gas to approximately 506,000 customers.

PECO has the necessary authorizations to provide regulated electric and natural gas distribution serviceservices in the various municipalities or territories in which it now supplies such services. PECO’s authorizations consist of charter rights and certificates of public convenience issued by the PAPUC and/or “grandfathered rights,” with all of such rights generally unlimited as to time and generally exclusive from competition from other electric and natural gas utilities. In a few defined municipalities, PECO’s natural gas service territory authorizations overlap with that of another natural gas utility; however, PECO does not consider those situations as posing a material competitive or financial threat.

PECO’s kWh sales and peak electricity load are generally higher during the summer and winter months, when temperature extremes create demand for either summer cooling or winter heating. PECO’s highest peak load occurred on July 22, 2011 and was 8,983 MW; its highest peak load during winter months occurred on January 7, 2014 and was 7,166 MW.

PECO’s natural gas sales are generally higher during the winter months when cold temperatures create demand for winter heating. PECO’s highest daily natural gas send out occurred on January 7, 2014 and was 760 mmcf.

Retail Electric ServicesBGE

PECO’s retail electric sales and distribution service revenues are derived pursuant to rates regulated by the PAPUC. Pennsylvania permits competition by competitive electric generation suppliers for the supply of retail electricity while retail transmission and distribution service remains regulated under the Competition Act. At December 31, 2014, there were 101 competitive electric generation suppliers serving PECO customers. At December 31, 2014, the number of retail customers purchasing energy from a competitive electric generation supplier was 546,900 representing approximately 34% of total retail customers. Retail deliveries purchased from competitive electric generation suppliers represented approximately 70% of PECO’s retail kWh sales for the year ended December 31, 2014. Customers that choose a competitive electric generation supplier are not subject to rates for PECO’s electric supply procurement costs and retail transmission service charges. PECO presents on customer bills its electric supply Price to Compare, which is updated quarterly, to assist customers with the evaluation of offers from competitive electric generation suppliers.

Customer choice program activity affects revenue collected from customers related to supplied energy; however, that activity has no impact on PECO’s electric revenue net of purchased power expense or financial position. PECO’s cost of electric supply is passed directly through to default service customers without markup and those rates are subject to adjustment at least quarterly to recover or refund the difference between PECO’s actual cost of electricity delivered and the amount included in rates through the GSA. For those customers that choose a competitive electric generation supplier, PECO acts as the billing agent but does not record revenue or purchased power expense related to this electric supply. PECO remains the distribution service provider for all customers in its service territory and charges a regulated rate for distribution service.

See Note 24—Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on revenues from external customers, net income and total assets.

Procurement-Related Proceedings. PECO’s electric supply for its customers is procured through contracts executed in accordance with its PAPUC-approved DSP Programs.

On October 12, 2012, the PAPUC approved PECO’s second DSP Program, which was filed with the PAPUC in January 2012. The plan outlined how PECO purchased electric supply for default service customers from June 1, 2013 through May 31, 2015. Pursuant to the second DSP Program, PECO procured electric supply through five competitive procurements for fixed price full requirements contracts of two years or less for the residential and small and medium commercial classes and spot market price full requirement contracts for the large commercial and industrial class load. PECO entered into contracts with PAPUC approved bidders, including Generation, for its five competitive procurements. Charges incurred for electric supply procured through contracts with Generation are included in Purchased power from affiliates on PECO’s Statement of Operations and Comprehensive Income.

The second DSP Program also includes a number of retail market enhancements recommended by the PAPUC in its previously issued Retail Markets Intermediate Work Plan Order. PECO was also directed to allow its low-income Customer Assistance Program (CAP) customers to purchase their generation supply from competitive electric generation suppliers beginning April 1, 2014. On May 1, 2013, PECO filed a Petition for Approval of its CAP Shopping Plan with the PAPUC. By Order entered on January 24, 2014, the PAPUC approved PECO’s plan, with modifications, to make CAP shopping available beginning April 15, 2014. On March 20, 2014, low-income advocacy groups filed an appeal and emergency request for a stay with the Pennsylvania Commonwealth Court, claiming that the PAPUC-ordered CAP Shopping plan does not contain sufficient protections for low-income customers. On March 28, 2014, the Commonwealth Court issued the requested stay, pending a full review of the appeal. Pending the Commonwealth Court’s review, PECO will not implement CAP Shopping. The Commonwealth Court’s decision is expected in 2015.

On March 10, 2014, PECO filed its third DSP Program with the PAPUC. The program has a 24-month term from June 1, 2015 through May 31, 2017, and complies with electric generation procurement guidelines set forth in Act 129. On August 28, 2014, PECO filed a Joint Petition for Partial Settlement, which affirmed PECO’s procurement plan for residential and small commercial customers. On December 4, 2014, the PAPUC approved PECO’s third DSP Program, as modified by the Joint Petition for Partial Settlement, without modification or limitation. Separate from the Joint Petition for Partial Settlement, the PAPUC also approved other items related to the program. The plan outlines how PECO will purchase electric supply for default service customers. PECO will procure electric supply through four competitive procurements for fixed price full requirements contracts of two years or less for the residential classes and small and medium commercial classes and spot market price full requirement contracts for the large commercial and industrial class load.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Smart Meter, Smart Grid and Energy Efficiency Programs

Smart Meter and Smart Grid Programs. In April 2010, the PAPUC approved PECO’s Smart Meter Procurement and Installation Plan, which was filed in accordance with the requirements of Act 129. Also, in April 2010, PECO entered into a Financial Assistance Agreement with the DOE for SGIG funds under the ARRA of 2009. Under the SGIG, PECO was awarded $200 million, the maximum grant allowable under the program, for its SGIG project—Smart Future Greater Philadelphia. As of December 31, 2014, PECO has received all of the $200 million, including $4 million for sub-recipients, in reimbursements. The SGIG funds have been used by PECO to offset the total impact to ratepayers of the smart meter deployment required by Act 129. On May 31, 2013, PECO and interested parties filed a Joint Petition for Settlement of the universal deployment plan with the PAPUC, which was approved without modification on August 15, 2013. Under PECO’s universal deployment plan, PECO will deploy all of the 1.7 million electric smart meters on an accelerated basis by the second quarter of 2015. In total, PECO currently expects to spend up to $583 million and $155 million on its smart meter and smart grid infrastructure, respectively, before considering the $200 million SGIG funds. As of December 31, 2014, PECO has spent $540 million and $119 million on smart meter and smart grid infrastructure, respectively, not including the DOE reimbursements received.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Energy Efficiency Programs. PECO’s PAPUC-approved Phase I EE&C plan had a four-year term that began on June 1, 2009 and concluded on May 31, 2013. The Phase I Plan set forth how PECO would meet the required reduction targets established by Act 129’s EE&C provisions, which included a 3.0% reduction in electric consumption in PECO’s service territory and a 4.5% reduction in PECO’s annual system peak demand in the 100 hours of highest demand by May 31, 2013. On March 20, 2014, the PAPUC issued its final report stating that PECO was in full compliance with all Phase I targets.

The PAPUC issued its Phase II EE&C implementation order on August 2, 2012, that provides energy consumption reduction requirements for the second phase of Act 129’s EE&C programs, which went into effect on June 1, 2013 with a three-year cumulative consumption reduction target of 1,125,852 MWh.

On November 14, 2013, the PAPUC issued a Tentative Order on Act 129 demand reduction programs which seeks comments on a proposed demand response program methodology for future Act 129 demand reduction programs as well as demand response potential and wholesale prices suppression studies. In its February 20, 2014 Final Order, the PAPUC stated that it does not expect to

make a decision as to whether it will prescribe additional demand response obligations until 2015. Any decision reached would affect PECO’s EE&C Plan subsequent to its Phase II Plan.

On February 28, 2014, PECO filed a Petition for Approval to amend its EE&C Phase II Plan to continue its DLC demand reduction program for mass market customers from June 1, 2014 to May 31, 2016. PECO proposed to fund the estimated $10 million annual costs of the program by modifying incentive levels for other Phase II programs. The costs of the DLC program will be recovered through PECO’s Energy Efficiency Program Charge along with other Phase II Plan costs. The PAPUC granted PECO’s Petition in an Order that became final on May 5, 2014.

Pennsylvania Retail Electricity Market. The extreme weather experienced in early 2014 resulted in increased commodity costs causing certain shopping customers to receive unexpectedly high utility bills. In response to a significant number of customer complaints throughout Pennsylvania, on April 3, 2014, the PAPUC unanimously voted to adopt two rulemaking orders to address the issue. The first rulemaking order requires electric generation suppliers to provide more consumer education regarding their contracts. The second rulemaking order requires electric distribution companies to enable customers to switch suppliers within three business days (known as accelerated switching). The improved customer education and accelerated switching were to be in place within 30 days and six months of approval of the orders, respectively. The orders became final on June 14, 2014. On December 4, 2014, the PAPUC approved PECO’s implementation plan (known as Bill on Supplier Switch), allowing PECO to implement accelerated switching by the December 15, 2014 deadline.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Natural Gas

PECO’s natural gas sales and distribution service revenues are derived through natural gas deliveries at rates regulated by the PAPUC. PECO’s purchased natural gas cost rates, which represent a significant portion of total rates, are subject to quarterly adjustments designed to recover or refund the difference between the actual cost of purchased natural gas and the amount included in rates without markup through the PGC.

PECO’s natural gas customers have the right to choose their natural gas suppliers or to purchase their gas supply from PECO at cost. At December 31, 2014, the number of retail customers purchasing natural gas from a competitive natural gas supplier was 78,400, representing approximately 15% of total retail customers. Retail deliveries purchased from competitive natural gas suppliers represented approximately 22% of PECO’s mmcf sales for the year ended December 31, 2014. PECO provides distribution, billing, metering, installation, maintenance and emergency response services at regulated rates to all its customers in its service territory.

Procurement-Related Proceedings. PECO’s natural gas supply is purchased from a number of suppliers primarily under long-term firm transportation contracts for terms of up to three years in accordance with its annual PAPUC PGC settlement. PECO’s aggregate annual firm supply under these firm transportation contracts is 32 million dekatherms. Peak natural gas is provided by PECO’s liquefied natural gas (LNG) facility and propane-air plant which provide 1.2 billion cubic feet and 181,441 dekatherms, respectively, on an annual basis. PECO also has under contract 21 million dekatherms of underground storage through service agreements. Natural gas from underground storage represents approximately 29% of PECO’s 2014-2015 heating season planned supplies.

Gas Main Extension Program. On November 6, 2014, PECO filed a plan with the PAPUC requesting approval of three initiatives to provide more incentives to customers interested in switching to natural gas service. If approved, local customers would pay significantly less initially to have natural gas installed at their homes and businesses.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Construction Budget

PECO’s business is capital intensive and requires significant investments primarily in electric transmission and electric and natural gas distribution facilities to ensure the adequate capacity, reliability and efficiency of its system. PECO, as a transmission facilities owner, has various construction commitments under PJM’s RTEP. PECO’s most recent estimate of capital expenditures for plant additions and improvements for 2015 is $550 million, which includes RTEP projects and capital expenditures related to the smart meter and smart grid project.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional details. See ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Liquidity and Capital Resources for further information.

BGE

BGE is engaged principally in the purchase and regulated retail sale of electricity and the provision of electricity transmissiondistribution and distributiontransmission services to retail customers in central Maryland, including the City of Baltimore, as well as the purchase and regulated retail sale of natural gas and the provision of gas distribution services to retail customers in central Maryland, including the City of Baltimore. BGE is a public utility under the Public Utilities Article of the Maryland Annotated Code subject to regulation by the MDPSC asrelated to electric and gas distribution rates and service, the issuances of certain securities and certain other aspects of BGE’s operations.business. BGE is a public utility under the Federal Power Act subject to regulation by FERC asrelated to transmission rates and certain other aspects of BGE’s business and by the U.S. Department of Transportation asrelated to pipeline safety and other areas of gas operations. Specific operations of BGE are subject to the jurisdiction of various other Federal, state, regional and local agencies. Additionally, BGE is also subject to NERC mandatory reliability standards.

BGE serves an estimated population of 2.8 million in its 2,300 square mile combined electric and gas retail service territory. BGE provides electric distribution service in an area of approximately 2,300 square miles and gas distribution service in an area of approximately 800 square miles, both with a population of approximately 2.8 million, including approximately 621,000 in the City of Baltimore. BGE delivers electricity to approximately 1.2 million customers and natural gas to approximately 655,000 customers.

BGE has the necessary authorizations to provide regulated electric and natural gas distribution services in the various municipalities and territories in which it now supplies such services. With respect to electric distribution service, BGE’s authorizations consist of charter rights, a state-wide franchise grant and a franchise grant from the City of Baltimore. The franchise rights are nonexclusive and are perpetual. Pursuant to statute, public service companies in Maryland may exercise a franchise to the extent authorized by the MDPSC. The service territory for BGE, as well as for other electric utilities in the state, was precisely delineated in 1966 by the MDPSC and has been modified in minor ways over the years. With respect to natural gas distribution service, BGE’s authorizations consist of charter rights, a perpetual state-wide franchise grant and franchises granted by all the municipalities and/or governmental bodies in which BGE now supplies services. The franchise grants are not exclusive; some are perpetual and some are for a limited duration, which BGE anticipates being able to extend or replace prior to expiration.

PHI

BGE’s kWhPHI was incorporated in Delaware in 2001. Through its reportable segments Pepco, DPL and ACE, PHI is engaged primarily in the transmission, distribution and default supply of electricity, and, to a lesser extent, the distribution and supply of natural gas. On March 23, 2016, Pepco Holdings, Inc., converted from a Delaware corporation to a Delaware limited liability company, Pepco Holdings LLC. PHI Service Company, a wholly owned subsidiary of PHI, provides a variety of support services at cost, including legal, accounting, engineering, distribution and transmission planning, asset management, system operations, and power procurement, to PHI and its operating subsidiaries.

Pepco

Pepco is engaged principally in the purchase and regulated retail sale of electricity and the provision of electricity distribution and transmission services in the District of Columbia and major portions of Prince George’s County and Montgomery County in Maryland. Pepco is a public utility under the Code of the District of Columbia and subject to regulation by the DCPSC related to distribution rates and service, the issuance of securities and certain other aspects of Pepco’s business in the District of Columbia. Pepco is also an electric company under the Maryland Public Utilities Article of the Maryland Annotated Code subject to regulation by the MDPSC related to distribution rates and service, the issuance of securities and certain other aspects of Pepco’s business in Maryland. Pepco is a public utility under the Federal Power Act subject to regulation by FERC related to transmission rates and certain other aspects of Pepco’s business. Additionally, Pepco is subject to NERC mandatory reliability standards.

Pepco’s right to occupy public space for utility purposes is by permit from the District of Columbia and the federal government. Pepco is the only public utility that distributes electricity for sale to the public in the District of Columbia. In Maryland, Pepco operates pursuant to state-wide franchises granted by Maryland’s General Assembly that are unlimited in duration. Pursuant to statute, public service companies in Maryland may exercise a franchise to the extent authorized by the MDPSC. The service territories for Pepco, as well as for other electric utilities in the state, were precisely delineated in 1966 by the MDPSC and have been modified in minor ways over the years.

DPL

DPL is engaged principally in the purchase and regulated retail sale of electricity and the provision of electricity distribution and transmission services to retail customers in portions of Maryland and Delaware, as well as the purchase and regulated retail sale of natural gas and the provision of natural gas distribution services to retail customers in New Castle County, Delaware. DPL is a public utility under the Delaware Code and subject to regulation by the DPSC related to electric and gas distribution rates and service, the issuance of certain securities and certain other aspects of DPL’s business in Delaware. In Maryland, DPL is an electric company under the Public Utilities Article of the Maryland Annotated Code subject to regulation by the MDPSC related to electric rates and service, the issuances of certain securities and certain other aspects of DPL’s business in Maryland. DPL is a public utility under the Federal Power Act and is subject to regulation by FERC related to transmission rates and certain other aspects of DPL’s business and by the U.S. Department of Transportation related to pipeline safety and other areas of gas operations. Additionally, DPL is also subject to NERC mandatory reliability standards.

DPL has the necessary authorizations to provide regulated electric and natural gas distribution services in the various municipalities and territories in which it now supplies such services. In Maryland, DPL operates pursuant to state-wide franchises that are substantially similar in nature to those described above with respect to Pepco’s Maryland operations. DPL’s exclusive and continuing authority to distribute electricity and natural gas in itsnon-municipal service territories in Delaware is derived from legislation, through which the DPSC has established exclusive service territories. With respect to municipalities that it serves, DPL provides service under various franchises granted to DPL and predecessor companies, which franchises are generally either unlimited as to time or renew automatically.

ACE

ACE is engaged principally in the purchase and regulated retail sale of electricity and the provision of electricity distribution and transmission services to retail customers in portions of southern New

Jersey. ACE is a public utility under the New Jersey Public Utilities Act subject to regulation by the NJBPU related to distribution rates and service, the issuance of securities and certain other aspects of ACE’s business. ACE is a public utility under the Federal Power Act subject to regulation by FERC related to transmission rates and certain other aspects of ACE’s business. Additionally, ACE is subject to NERC mandatory reliability standards.

ACE’s franchises are sufficient to permit it to engage in the business it now conducts. ACE operates undernon-exclusive franchises that have been granted by the NJBPU and under certainnon-exclusive consents from municipalities in which ACE provides service. While most of the municipal consents were granted in perpetuity, two of the municipal consents require renewal on a periodic basis in accordance with their terms with respect to ACE’s continued right to erect and maintain wires and poles in, upon, over and under the public streets, streets and alleys, and are subject to the ultimate review and approval of the NJBPU. All of the franchises and consents are currently in full force and effect.

ComEd, PECO, BGE, Pepco, DPL and ACE

Utility Operations

Service Territories. The following table presents the size of retail service territories, populations of each retail service territory and the number of retail customers within each retail service territory for the Utility Registrants as of December 31, 2016:

   Retail Service Territories
(in square miles)
   Retail Service Territory Population
(in millions)
   Number of Retail Customers
(in millions)
 
   Total   Electric   Natural gas   Total  Electric   Natural gas   Total   Electric   Natural gas 

ComEd

   11,400     11,400     n/a     9.4(a)   9.4     n/a     4.0     4.0     n/a  

PECO

   2,100     1,900     1,900     4.6(b)   4.0     3.1     2.1     1.6     0.5  

BGE

   2,300     2,300     800     3.0(c)   3.0     2.9     1.3     1.3     0.7  

Pepco

   640     640     n/a     2.4(d)   2.4     n/a     0.9     0.9     n/a  

DPL

   5,675     5,400     275     2.0(e)   1.4     0.6     0.6     0.5     0.1  

ACE

   2,800     2,800     n/a     1.1(f)   1.1     n/a     0.5     0.5     n/a  

(a)Includes approximately 2.7 million in the city of Chicago.
(b)Includes approximately 1.6 million in the city of Philadelphia.
(c)Includes approximately 0.6 million in the city of Baltimore.
(d)Includes approximately 0.7 million in the District of Columbia.
(e)Includes approximately 0.1 million in the city of Wilmington.
(f)Includes approximately 0.1 million in the city of Atlantic City.

Peak Deliveries.The Utility Registrantselectric sales and peak electricity load are generally higher during the summer and winter months, when temperature extremes create demand for either summer cooling or winter heating. BGE’s highest peak load occurred on July 21, 2011For PECO, BGE and was 7,236 MW; its highest peak load during winter months occurred on January 7, 2014 and was 6,526 MW.

BGE’sDPL natural gas sales are generally higher during the winter months when cold temperatures create demand for winter heating. BGE’s highest daily

The following table summarizes historic peak deliveries for the Utility Registrants for electric and gas deliveries during peak demand months through December 31, 2016:

   Electric Peak Deliveries
(in GW)
   Natural Gas Peak Deliveries
(in mmcfs)
 
   Summer
peak date
   Summer
deliveries
   Winter peak
date
   Winter
deliveries
       Winter peak    
date
   Winter
    deliveries    
 

ComEd

   7/20/2011     23.75     1/6/2014     16.51     n/a     n/a  

PECO

   7/22/2011     8.98     1/7/2014     7.17     2/15/2015     777  

BGE

   7/21/2011     7.23     2/20/2015     6.71     2/19/2015     777  

Pepco

   7/22/2011     7.02     2/20/2015     6.07     n/a     n/a  

DPL

   7/22/2011     4.14     2/20/2015     4.11     2/15/2015     186  

ACE

   7/22/2011     2.96     1/7/2014     1.8     n/a     n/a  

Electric and Natural Gas Distribution Services. The Utility Registrants are allowed to recover reasonable costs and fair and prudent capital expenditures associated with electric and natural gas send out occurreddistribution services and earn a return on February 5, 2007those capital expenditures, subject to commission approval. ComEd recovers costs through a performance-based rate formula, pursuant to EIMA. ComEd is required to file an update to the performance-based rate formula on an annual basis. PECO’s, BGE’s and was 840 mmcf.

The demand for electricity and gas is affected by weather and usage conditions. The MDPSC has allowed BGE to record a monthly adjustment to itsDPL’s electric and gas distribution revenuescosts and Pepco’s and ACE’s electric distribution costs are recovered through traditional rate case proceedings. In certain instances, the Utility Registrants use specific recovery mechanisms as approved by their respective regulatory agencies.

ComEd, Pepco, and ACE customers have the choice to purchase electricity, and PECO, BGE, and DPL customers have the choice to purchase electricity and natural gas from all residential customers, commercialcompetitive electric customers,generation and natural gas suppliers. The Utility Registrants remain the majority of large industrial electricdistribution service providers for all customers and all firm service commercialare obligated to deliver electricity and natural gas customers to eliminate the effect of abnormal weather and usage patterns per customer on BGE’s electric and gas distribution volumes, thereby recovering a specified dollar amount of distribution revenues per customer, by customer class, regardless of changes in consumption levels. This adjustment allows BGE to recognize revenues at MDPSC-approved levels per customer, regardless of what actual distribution volumes are for a billing period (referred to as “revenue decoupling”). Therefore, while these revenues are affected by customer growth, they will not be affected by actual weather or usage conditions. BGE bills or credits affected customers in subsequent monthstheir respective service territories while charging a regulated rate for distribution service. In addition, the difference between approved revenue levels under revenue decoupling and actual customer billings.

Retail Electric Services

BGE’s retail electric sales and distributionUtility Registrants also retain significant default service revenues are derived fromobligations to provide electricity deliveries at rates regulated by the MDPSC. As a resultto certain groups of the deregulation of electric generationcustomers in Maryland effective July 1, 2000, all customers cantheir respective service areas who do not choose a competitive electric generation supplier. WhilePECO and BGE 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 natural gas, DPL does not sellretain default service obligations. For those customers that choose a competitive electric supply to all customers in its service territory, BGE continues to deliver electricity to all customersgeneration or natural gas supplier, the Utility Registrants may act as the billing agent but do not record revenues or purchased power and provides meter reading, billing, emergency response, and regular maintenance services. Customer choice program activity affects revenue collected from customersfuel expense related to supplied energy; however,the electricity and/or natural gas. For those customers that activity has minimalchoose one of the Utility Registrants as their electric generation or natural gas supplier, the Utility Registrants are permitted to recover electric and natural gas procurement costs from retail customers. Therefore, fluctuations in electric and natural gas procurement costs have no impact on BGE’s electric revenueand natural gas revenues net of purchased power expense or financial position. At December 31, 2014, there were 59 competitive electric generation suppliers serving BGE customers. At December 31, 2014,and fuel expense.

The following table outlines the numberstate regulatory agencies and default service obligations for each of retailthe Utility Registrants:

Regulatory Agency

Default Service
Obligation-Electricity

Default Service
Obligation-Natural Gas

ComEd

ICC

POLR

n/a

PECO

PAPUC

DSP

PGC

BGE

MDPSC

SOS

MBR

Pepco

DCPSC/MDPSC

SOS

n/a

DPL

DPSC/MDPSC

SOS

n/a

ACE

NJBPU

BGS

n/a

Retail customers purchasing energy from a competitive electric generation supplier was approximately 364,000, representing 29% of totalparticipating in customer choice programs, and retail customers. Retail deliveries purchased from competitive electric generation and natural gas suppliers represented approximately 60%(as a percentage of BGE’s retail kWhGWh and mmcf sales, respectively) for the year endedUtility Registrants consisted of the following at December 31, 2014.2016, 2015 and 2014:

 

   December 31, 2016 
   Number of retail customers in
customer choice programs
   % of total retail customers  Customer choice program
deliveries as a % of retail sales
(for the year ended)
 
       Electric           Natural gas           Electric          Natural gas          Electric          Natural gas     

ComEd

   1,502,900     n/a     38  n/a    72  n/a  

PECO

   587,200     81,300     36  16  70  26

BGE

   337,000     151,000     27  23  59  57

Pepco

   176,372     n/a     21  n/a    65  n/a  

DPL

   78,994     156     15  0.1  51  28

ACE

   94,562     n/a     17  n/a    47  n/a  

See Note 24—Segment Information of the Combined Notes to Consolidated Financial Statements

   December 31, 2015 
   Number of retail customers in
customer choice programs
   % of total retail customers  Customer choice program
deliveries as a % of retail sales
(for the year ended)
 
   Electric   Natural gas   Electric  Natural gas  Electric  Natural gas 

ComEd (a)

   1,655,400     n/a     42  n/a    76  n/a  

PECO

   563,400     81,100     35  16  70  25

BGE

   343,000     154,000     27  23  61  56

Pepco

   173,222     n/a     21  n/a    65  n/a  

DPL

   77,603     159     15  0.1  51  31

ACE

   78,299     n/a     14  n/a    45  n/a  

   December 31, 2014 
   Number of retail customers in
customer choice programs
   % of total retail customers  Customer choice program
deliveries as a % of retail sales
(for the year ended)
 
   Electric   Natural gas   Electric  Natural gas  Electric  Natural gas 

ComEd

   2,426,900     n/a     63  n/a    80  n/a  

PECO

   546,900     78,400     34  16  70  22

BGE

   364,000     161,000     29  25  60  53

Pepco

   179,524     n/a     22  n/a    65  n/a  

DPL

   78,153     157     15  0.1  53  31

ACE

   86,780     n/a     16  n/a    51  n/a  

(a)In September 2015, the City of Chicago discontinued its participation in the customer choice program and began purchasing its electricity from ComEd. Approximately 670,000 customers were impacted by the City of Chicago’s decision which resulted in the reduction in the number of customers participating in customer choice programs in 2015.

Procurement-Related Proceedings.The Utility Registrants’ electric supply for additional information on revenues from externalits customers net income and total assets.

Procurement Related Proceedings. BGE is obligated to provide market-based SOS to all of its electric customers. The SOS rates charged recover BGE’s wholesale power supply costs and include an administrative fee. The administrative fee includes a commercial and industrial shareholder return component and an incremental cost component. Bidding to supply BGE’s market-based SOS occursprimarily procured through a competitive bidding process approvedcontracts as required by the MDPSC. SuccessfulICC, PAPUC, MDPSC, DCPSC, DPSC and NJBPU. The Utility Registrants procure electricity supply from various approved bidders, which may include Generation, will execute contracts with BGE for terms of three months or two years. BGE is obligated by the MDPSC to provide several variations of SOS to commercial and industrial customers depending on customer load.including Generation. Charges incurred for electric supply procured through contracts with Generation are included in Purchased power from affiliates on BGE’s Statementthe Utility Registrants’ Statements of Operations and Comprehensive Income.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on BGE’s procurement plan.

Electric Distribution Rate Case. On July 2, 2014, and as amended on September 15, 2014, BGE filed for an electric base rate increase with the MDPSC, ultimately requesting an increase of $99 million. On October 17, 2014, BGE filed with the MDPSC a unanimous settlement agreement (the

Settlement Agreement) reached with all parties to the case under which it would receive an increase of $22 million in electric base rates. The Settlement Agreement establishes new depreciation rates which have the effect of decreasing annual electric depreciation expense by approximately $22 million. On December 4, 2014, the Public Utility Law Judge issued a proposed order approving the Settlement Agreement without modification, which became a final order on December 12, 2014. The approved electric distribution rate became effective for services rendered on or after December 15, 2014.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Smart MeterPECO’s, BGE’s and Energy Efficiency Programs

Smart Meter Programs. In August 2010, the MDPSC approved BGE’s $480 million SGIP, which includes deployment of a two-way communications network, 2 million smart electric and gas meters and modules, new customer pricing programs, a new customer web portal and numerous enhancements to BGE operations. Also, in April 2010, BGE entered into a Financial Assistance Agreement with the DOE for SGIG funds under the ARRA of 2009. Under the SGIG, BGE was awarded $200 million, the maximum grant allowable under the program, to support its Smart Grid, Peak Rewards and CC&B initiatives, of which BGE had been fully reimbursed for as of December 31, 2013. The SGIG funding significantly reduced the rate impact of those investments on BGE customers.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding BGE’s Smart Meter Programs.

Energy Efficiency Programs. BGE’s energy efficiency programs include a lighting program, retrofit programs, incentives for energy efficient new homes, rebates for heating and cooling systems, energy audits, an energy efficient appliance rebate and trade-in program, customer incentives for non-profit, educational, governmental and business customers, energy management programs and bill credits to help residential customers reduce energy demand during peak periods. The MDPSC initially approved a full portfolio of conservation programs in 2008 as well as a customer surcharge to recover the associated costs in 2009. This customer surcharge is updated annually. In December 2011, the MDPSC approved BGE’s conservation programs for implementation in 2012 through 2014. On December 23, 2014, the MDPSC approved BGE’s proposal for the 2015-2017 programs with minor modifications.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding BGE’s Energy Efficiency Programs.

Natural Gas

BGE’sDPL’s natural gas salessupplies are derived pursuant topurchased from a MBR mechanism that applies to customers who buy their gas from BGE. Under this mechanism, BGE’s actual cost of gas is compared to a market index (a measure of the market price of gas in a given period). The difference between BGE’s actual cost and the market index is shared equally between shareholders and customers. BGE must secure fixed price contracts for at least 10% but not more than 20% of forecasted system supply requirements for flowing (i.e. non-storage) gas for the November through March period. These fixed price contracts are recovered under the MBR mechanism and are not subject to sharing.

Customer choice program activity affects revenue collected from customers related to supplied natural gas; however, that activity has minimal impact on BGE’s gas revenue net of purchased power expense or financial position. At December 31, 2014, there were 40 competitive natural gas suppliers serving BGE customers. At December 31, 2014, the number of retail customers purchasing fuel from a

competitive natural gas supplier was approximately 161,000 representing 25%suppliers for terms of total retail customers. Retail deliveries purchased from competitive natural gas suppliers represented approximately 53%up to three years. PECO, BGE and DPL have annual firm supply and transportation contracts of BGE’s retail132,000 mmcf, sales for the year ended December 31, 2014.

BGE meets its natural gas load requirements through firm pipeline transportation128,000 mmcf and storage entitlements. BGE’s current pipeline firm transportation entitlements58,000 mmcf, respectively. In addition, to serve its firm loads are 354 mmcf per day.

BGE’s current maximum storage entitlements are 312 mmcf per day. To supplement its gas supply at times of heavy winter demands and to be available in temporary emergencies affecting gas supply, BGE has:

a liquefied natural gas facility for the liquefaction and storage of natural gas with a total storage capacity of 1,055 mmcf and a daily capacity of 332 mmcf,

a liquefied natural gas facility for natural gas system pressure support with a total storage capacity of 6 mmcf and a daily capacity of 6 mmcf, and

a propane air facility and a mined cavern with a total storage capacity equivalent to 546 mmcf and a daily capacity of 85 mmcf.

BGE has under contract sufficient volumes of propane for the operation of the propane air facility and is capable of liquefying sufficient volumes of natural gas during the summer months for operations of its liquefied natural gas facility during peak winter periods. BGE historically has been able to arrange short-term contracts or exchange agreements with other gas companies in the event of short-term disruptions to gas supplies or to meet additional demand.temporary emergencies, PECO, BGE and DPL have available storage capacity from the following sources:

 

   Peak Natural Gas Sources (in mmcf) 
   Liquefied Natural
Gas Facility
   Propane-Air Plant   Underground Storage
Service Agreements (a)
 

PECO

   1,200     150     18,000  

BGE

   1,056     550     22,000  

DPL

   257     n/a     3,800  

(a)Natural gas from underground storage represents approximately 28%, 46% and 34% of PECO’s, BGE’s and DPL’s 2016-2017 heating season planned supplies, respectively.

PECO, BGE and DPL have long-term interstate pipeline contracts and also participatesparticipate in the interstate markets by releasing pipeline capacity or bundling pipeline capacity with gas foroff-system sales.Off-system gas sales arelow-margin direct sales of gas to wholesale suppliers of natural gas. Earnings from these activities are shared between shareholdersthe utilities and customers. PECO, BGE makesand DPL make these sales as part of a program to balance its supply of, and cost of natural gas.

Energy Efficiency Programs.The Utility Registrants are also allowed to recover costs associated with energy efficiency and demand response programs. 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 each respective regulatory agency.

Natural Gas Distribution Rate CaseCapital Investment.. On July 2, 2014, and as amended on September 15, 2014, BGE filed for a gas base rate increase with the MDPSC, ultimately requesting an increase of $68 million. On October 17, 2014, BGE filed with the MDPSC the Settlement Agreement reached with all parties to the case under which it would receive an increase of $38 million in gas base rates. The Settlement Agreement establishes new depreciation rates which have the effect of increasing annual gas depreciation expense by approximately $2 million. On December 14, 2014, the Public Utility Law Judge issued a proposed order approving the Settlement Agreement without modification, which became a final order on December 12, 2014. The approved gas distribution rate became effective for services rendered on or after December 15, 2014.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Construction Budget

BGE’s business isRegistrants’ businesses are capital intensive and requiresrequire significant investments, primarily in electric transmission and distribution and natural gas distributiontransportation and electric transmissiondistribution facilities, to ensure the adequate capacity, reliability and efficiency of its system. BGE, as a transmission facilities owner, has various construction commitments under PJM’s RTEP as discussed intheir systems. ComEd’s, PECO’s, BGE’s, Pepco’s, DPL’s and ACE’s most recent estimateestimates of capital expenditures for plant additions and improvements for 2015 is approximately $700 million.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional details. See ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Liquidity2017 are $2,200 million, $775 million, $925 million, $625 million, $375 million and Capital Resources for further information.

ComEd, PECO and BGE

Transmission Services

$300 million, respectively.

ComEd, PECO, BGE, Pepco and DPL have AMI smart meter and smart grid deployment programs within their respective service territories to enhance their distribution systems. PECO, BGE, Pepco and DPL have completed the installation and activation of smart meters in their respective service territories. ACE has yet to receive approval from the NJBPU to proceed with the installation of AMI smart meters.

Transmission Services.The Utility Registrants provide unbundled transmission service under rates approved by FERC. FERC has used its regulation of transmission to encourage competition for wholesale generation services and the development of regional structures to facilitate regional wholesale markets. Under FERC’s open access transmission policy promulgated in Order No. 888, ComEd, PECO and BGE,the Utility Registrants, as owners of transmission facilities, are required to provide open access to their transmission facilities under filed tariffs at cost-based rates. ComEd, PECOThe Utility Registrants and BGEtheir affiliates are required to comply with FERC’s Standards of Conduct regulation governing the communication ofnon-public transmission information between the transmission owner’s employees and wholesale merchant employees.

PJM is the ISOregional grid operator and theoperates pursuant to FERC-approved RTO for the Mid-Atlantic and Midwest regions.tariffs. PJM is the transmission provider under, and the administrator of, the PJM Open Access Transmission Tariff (PJM Tariff),. PJM operates the PJM energy, capacity and other markets, and, through central dispatch, controls theday-to-day operations of the bulk power system for the PJM region. ComEd, PECO and BGE The Utility Registrants

are members of PJM and provide regional transmission service pursuant to the PJM Tariff. ComEd, PECO, BGEThe Utility Registrants and the other transmission owners in PJM have turned over control of their transmission facilities to PJM, and their transmission systems are currently under the dispatch control of PJM. Under the PJM Tariff, transmission service is provided on a region-wide, open-access basis using the transmission facilities of the PJM memberstransmission owners at rates based on the costs of transmission service.

ComEd’s transmission rates are established based on a formula that was approved by FERC in January 2008. BGE’s, Pepco’s, DPL’s and ACE’s transmission rates are established based on a formula that was approved by FERC in April 2006. FERC’s order establishesorders establish the agreed-upon treatment of costs and revenues in the determination of network service transmission rates and the process for updating the formula rate calculation on an annual basis.

PECO default servicePECO’s customers are charged for PECO’s PJM retail transmission services through a rider designed to recover PECO’s PJM transmission network service charges and RTEP charges on a full and current basis through a Transmission Service Charge (applicable to default service only) and through aNon-Bypassable Transmission Charge (applicable to all distribution customers) in accordance with PECO’s 2010 electricapproved distribution rate case settlement.

The transmission rate in the PJM Open Access Transmission Tariff under which PECO incurs costs to serve its default service customers and earns revenue as a transmission facility owner is a FERC-approved rate. This is the rate that all load serving entities in the PECO transmission zone pay for wholesale transmission service.

BGE’s transmission rates are established based on a formula that was approved by FERC in April 2006. FERC’s order establishes the agreed-upon treatment of costs and revenues in the determination of network service transmission rates and the process for updating the formula rate calculation on an annual basis.

rates.

See Note 3—3Regulatory Matters, Note 26—Segment Information of the Combined Notes to Consolidated Financial Statements and ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Liquidity and Capital Resources for additional information regarding transmission services.

Employees

As of December 31, 2014,2016, Exelon and its subsidiaries had 28,99334,396 employees in the following companies, of which 9,27611,984 or 32%35% were covered by collective bargaining agreements (CBAs):

 

  IBEW Local 15 (a)   IBEW Local 614 (b)   Other CBAs (c)   Total Employees
Covered by  CBAs
   Total
Employees
   IBEW Local 15 (a)   IBEW Local 614 (b)   Other CBAs   Total Employees
Covered by CBAs
   Total
Employees
 

Generation (e)(c)

   1,690     96     2,353     4,139     14,370     1,640     99     2,635     4,374     14,717  

ComEd

   3,739     —       —       3,739     6,403     3,777     —       —       3,777     6,574  

PECO

   —       1,282     —       1,282     2,458     —       1,310     —       1,310     2,651  

BGE(d)

   —       —       —       —       3,252     —       —       —       —       3,097  

Other (d)

   72     —       44     116     2,510  

PHI(e)

   —       —       331     331     1,670  

Pepco(e)

   —       —       1,056     1,056     1,466  

DPL(e)

   —       —       631     631     871  

ACE (e)

   —       —       399     399     595  

Other(f)

   65     —       41     106     2,755  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   5,501     1,378     2,397     9,276     28,993     5,482     1,409     5,093     11,984     34,396  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(a)A separate CBA between ComEd and IBEW Local 15 covers approximately 5562 employees in ComEd’s System Services Group and expireswas renewed in 2015.2016. Generation’s and ComEd’s separate CBAs with IBEW Local 15 was renewedwill expire in 2014 and expires in 2019.2022.
(b)1,3781,310 PECO craft and call center employees in the Philadelphia service territory are covered by CBAs with IBEW Local 614. The CBAs expire614, both expiring in 2019.2021. Additionally, Exelon Power, an operating unit of Generation, has an agreement with IBEW Local 614,covering 99 employees, which expireswas renewed in 2016 and covers 96 employees.expiring in 2019.
(c)During 2016, Generation finalized its CBA with the Security Officer union at Oyster Creek, expiring in 2022 and New Energy IUOE Local95-95A, which will expire in 2021. Also during 2016, Pepco Energy Services was allocated to Generation with a total of 358 employees broken down as follows: 229 employees covered by CBAs and 129non-represented employees. During 2015, Generation finalized its CBA with Clinton Local 51 which will expire in 2020; its two CBAs with Local 369 at Mystic 7 and Mystic 8/9, both expiring in 2020; and four Security Officer unions at Braidwood, Byron, Clinton and TMI, all expiring between 2018 and 2021, respectively. During 2014, Generation finalized CBAs with TMI Local 777 and Oyster Creek Local 1289, expiring in 2019 and 2021, respectively and CENG finalized its CBA with Nine Mile Point which will expire in 2020. Additionally, during 2014, Generation finalized CBAs with the Security Officer unions at Dresden, LaSalle, Limerick and Quad Cities, which expire between 2017 and 2018. Lastly, during 2014, an agreement was negotiated with Las Vegas District Energy and IUOE Local 501, which will expire in 2018. During 2013, Generation finalized two other 3-year agreements were negotiated: agreements: New England ENEH, UWUA Local 369, which will expire in 2017;2017.

(d)In January 2017, an election was held at BGE which resulted in union representation for approximately 1,400 employees. BGE and New Energy IUOEIBEW Local 95-95A,410 will begin negotiations for an initial agreement which will expirecould result in 2016. During 2012, Generationsome modifications to wages, hours and other terms and conditions of employment. No agreement has been finalized CBAs withto date and management cannot predict the Security Officer unions at Byron, Clinton and TMI, which expire between 2015 and 2016. During 2011, Generation finalized a CBA with the Security Officer unions at Braidwood, which expires in 2015.outcome of such negotiations.
(d)(e)PHI’s utility subsidiaries are parties to five collective bargaining agreements with four local unions. Collective bargaining agreements are generally renegotiated every three to five years. All of these collective bargaining agreements were renegotiated in 2014 and were extended through various dates ranging from October 2018 through June 2020
(f)Other includes shared services employees at BSC.
(e)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, the total includes CENG employees as of December 31, 2014.

Environmental Regulation

General

Exelon, Generation, ComEd, PECO and BGEThe Registrants are subject to comprehensive and complex legislation regarding environmental matters by the federal government and various state and local jurisdictions in which they operate their facilities. The Registrants are also subject to regulations administered by the U.S. EPA and various state and local environmental protection agencies. Federal, state and local regulation includes the authority to regulate air, water, and solid and hazardous waste disposal.

The Exelon Board of Directors is responsible for overseeing the management of environmental matters. Exelon has a management team to address environmental compliance and strategy, including the CEO; the Senior Vice President, Corporate Strategy and Chief Sustainability Officer; the Corporate Environmental Strategy Director and the Environmental Regulatory Strategy Director, as well as senior management of Generation, ComEd, PECO, BGE, Pepco, DPL and BGE.ACE. Performance of those individuals directly involved in environmental compliance and strategy is reviewed and affects compensation as part of the annual individual performance review process. The Exelon Board of Directors has delegated to its corporate governance committeeCorporate Governance Committee the authority to oversee Exelon’s compliance with laws and regulations and its strategies and efforts to protect and improve the quality of the environment, including Exelon’s climate change and sustainability policies and programs, as discussed in further detail below. The Exelon Board of Directors has also delegated to its Generation Oversight Committee the authority to oversee environmental, health and safety issues relating to Generation. The respective Boards of ComEd, PECO, BGE, Pepco, DPL and BGE, which each include directors who also serve on the Exelon board,ACE oversee environmental, health and safety issues related to ComEd, PECO and BGE.

these companies.

Air Quality

Air quality regulations promulgated by the U.S. EPA and the various state and local environmental agencies in Illinois, Maryland, Massachusetts, New York, Pennsylvania and Texas in accordance with the Federal Clean Air Act impose restrictions on emission of particulates, sulfur dioxide (SO2), nitrogen oxides (NOx), mercury and other pollutants and require permits for operation of emissions sources. Such permits have been obtained by Exelon’s subsidiaries and must be renewed periodically. The Clean Air Act establishes a comprehensive and complex national program to substantially reduce substantially air pollution from power plants.

See ITEM 7.—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additional information regarding clean air regulation in the forms of the CSAPR, the regulation of hazardous air pollutants from coal- andoil-fired electric generating facilities under MATS, and regulation of GHG emissions, in addition to NOVs issued to Generation and ComEd for alleged violations of the Clean Air Act.emissions.

Water Quality

Under the Clean Water Act, NPDES permits for discharges into waterways are required to be obtained from the U.S. EPA or from the state environmental agency to which the permit program has been delegated and must be renewed periodically. Certain of Generation’s power generation facilities

discharge industrial wastewater into waterways and are therefore subject to these regulations and operate under NPDES permits or pending applications for renewals of such permits after being granted an administrative extension. Generation is also subject to the jurisdiction of certain other state and regional agencies and compacts, including the Delaware River Basin Commission and the Susquehanna River Basin Commission.

Section 316(b) of the Clean Water Act. Section 316(b) requires that the cooling water intake structures at electric power plants reflect the best technology available to minimize adverse environmental impacts, and is implemented through state-level NPDES permit programs. All of Generation’s and CENG’s power generation facilities with cooling water systems are subject to the regulations. Facilities without closed-cycle recirculating systems (e.g., cooling towers) are potentially most affected by any changes to the existing regulations. For Generation, those facilities are Calvert Cliffs, Clinton, Dresden, Eddystone, Fairless Hills, Ginna, Gould Street, Handley, Mountain Creek, Mystic 7, Oyster Creek,Nine Mile Point Unit 1, Peach Bottom, Quad Cities, Riverside Salem and Schuylkill. For CENG, those facilities are Calvert Cliffs, Nine Mile Point Unit 1 and R.E. Ginna.

Salem.

On October 14, 2014, the U.S. EPA’s final Section 316(b) rule became effective. The rule requires that a series of studies and analyses be performed to determine the best technology available to minimize adverse impacts on aquatic life, followed by an implementation period.period for the selected technology. The timing of the various requirements for each facility is related to the status of its current NPDES permit and the subsequent renewal period. There is no fixed compliance schedule, as this is left to the discretion of the state permitting director.director

The rule does not require closed-cycle cooling (e.g., cooling towers) as the best technology available to address impingement and entrainment of aquatic life at a facility’s cooling water intake structure. The rule provides the state permitting director with significant discretion to determine the best technology available to limit entrainment (drawing aquatic life into the plants cooling system) mortality, including application of a cost-benefit test and the consideration of a number of site-specific factors. After consideration of these factors, the state permitting agency may require closed cycle cooling, an alternate technology, or determine that the current technology is the best available. The rule also provides a number of flexible compliance options to reduce impingement (trapping aquatic life on screens) mortality, which likely will be accomplished by the installation of screens or other technology at the intake. A number of concerns raised by the electric generation industry about the proposed rule were resolved favorably in the final rule.

Until the compliance requirements are determined by the applicable state permitting director on a site-specific basis for each plant, Generation cannot estimate the effect that compliance with the rule will have on the operation of its and CENG’s generating facilities and its future results of operations, cash flows, capital expenditures, and financial position. Should a state permitting director determine that a facility must install cooling towers to comply with the rule, that facility’s economic viability wouldcould be called into question. However, the likelypotential impact of the rule has been significantly decreasedreduced since the final rule does not mandate cooling towers as a national standard and sets forth technologies that are presumptively compliant, and the state permitting director is required to apply a cost-benefit test and can take into consideration site-specific factors.

Pursuant to discussions with the NJDEP in 2010 regarding the application of Section 316(b) to Oyster Creek, Generation agreed to permanently cease generation operations at Oyster Creek by December 31, 2019, ten years before the expiration of its operating license in 2029. The agreement only applies to Oyster Creek based on its unique circumstances and does not set any precedent for the ultimate compliance requirements for Section 316(b) at Exelon’s other plants.

New York Facilities.Facilities. In July 2011, the New York Department of Environmental Conservation (DEC) issued a policy regarding the best available technology for cooling water intake structures. Through its policy, the DEC established closed-cycle cooling or its equivalent as the performance goal for all existing facilities, but also provided that the DEC will select a feasible technology whose costs are not wholly disproportionate to the environmental benefits to be gained and allows for a site-specific determination where the entrainment performance goal cannot be achieved. Each of CENG’s New YorkThe Ginna and Nine Mile Point Unit 1 power generation facilities received renewals of their SPDESstate water discharge permits in 2014.

Salem and Other Power Generation Facilities.Salem. In June 2001, the NJDEP issued a renewed NPDES permit for Salem, expiring in July 2006, allowing for the continued operation of Salem with its existing cooling water system. In February 2006, PSEG filed a renewal application with the NJDEP advised PSEG, in July 2004, that it strongly recommended reducingallowing Salem to continue operating under its existing NPDES permit until a new permit is issued. On June 30, 2015, NJDEP issued a draft NPDES permit for Salem. The draft permit does not require installation of cooling towers and allows Salem to

continue to operate utilizing the existing once-through cooling water intake flow commensuratesystem with closed-cyclecertain required system modifications. On July 28, 2016, the NJDEP issued a final permit for Salem that did not require the installation of cooling as a compliance option for Salem. PSEG submitted an application for a renewal oftowers. However, the permit on February 1, 2006. In the permit renewal application, PSEG analyzed closed-cycle cooling and other options and demonstrated that the continuation of the Estuary Enhancement Program, an extensive environmental restoration program at Salem, is the best technology to meet the Section 316(b) requirements. PSEG continues to operate Salem under the approved June 2001 NPDES permit while the NPDES permit renewal application is being reviewed. If the final permit or Section 316(b) regulations ultimately requires the retrofitting of Salem’s cooling water intake structure to reduce cooling water intake flow commensurate with closed-cycle cooling, Exelon’schallenged by an environmental organization, and Generation’s share of the total cost of the retrofit and any resulting interim replacement power would likely be in excess of $430 million, based on a 2006 estimate, and wouldif successful, could result in increased depreciation expense related to the retrofit investment. However, it is unknown at this time whether implementation of the final EPA rule will result in a requirement to install closed cycle cooling at Salem.additional costs for Clean Water Act compliance.

Solid and Hazardous Waste

CERCLA provides for immediate response and removal actions coordinated by the U.S. EPA in the event of threatened releases of hazardous substances into the environment and authorizes the U.S. EPA either to clean up sites at which hazardous substances have created actual or potential environmental hazards or to order persons responsible for the situation to do so. Under CERCLA, generators and transporters of hazardous substances, as well as past and present owners and operators of hazardous waste sites, are strictly, jointly and severally liable for the cleanup costs of waste at sites, most of which are listed by the U.S. EPA on the National Priorities List (NPL). These PRPs can be ordered to perform a cleanup, can be sued for costs associated with a U.S. anEPA-directed cleanup, may voluntarily settle with the U.S. EPA concerning their liability for cleanup costs, or may voluntarily begin a site investigation and site remediation under state oversight prior to listing on the NPL. Various states, including Delaware, District of Colombia, Illinois, Maryland, New Jersey and Pennsylvania, have also enacted statutes that contain provisions substantially similar to CERCLA. In addition, RCRA governs treatment, storage and disposal of solid and hazardous wastes and cleanup of sites where such activities were conducted.

Generation, ComEd, PECO, BGE, Pepco, DPL and BGEACE and their subsidiaries are, or are likely to become, parties to proceedings initiated by the U.S. EPA, state agencies and/or other responsible parties under CERCLA and RCRA with respect to a number of sites, including MGP sites, or may undertake to investigate and remediate sites for which they may be subject to enforcement actions by an agency or third-party.

See Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding solid and hazardous waste regulation and legislation.

Environmental Remediation

ComEd’s, PECO’s and BGE’s environmental liabilities primarily arise from contamination at former MGP sites. ComEd, pursuant to an ICC order, and PECO, pursuant to settlements of natural gas distribution rate cases with the PAPUC, have anon-going process to recover environmental remediation costs of the MGP sites through a provision within customer rates. While BGE does not have a rider for MGPclean-up costs, BGE has historically received recovery of actualclean-up costs on a site-specific basis in distribution rates. The amount to be expended in 20152017 at Exelon for compliance with environmental remediation related to contamination at former MGP sites and other gas purification sites is expected to total $35$41 million, consisting of $29$35 million and $6 million and $0 millionrespectively, at ComEd PECO and BGE, respectively.

PECO.

Generation’s environmental liabilities primarily arise from contamination at current and former generation and waste storage facilities. As of December 31, 2014,2016, Generation has established an appropriate liability to comply withcontingent liabilities for potential environmental remediation requirements including contamination attributable to low level radioactive residues at a storage and reprocessing facility named Latty Avenue, and at a disposal facility named West Lake Landfill, both near St. Louis, Missouri related to operations conducted by Cotter Corporation, a former ComEd subsidiary.

The Utility Registrants also have environmental liabilities for remediation considerations. As of December 31, 2016, Generation has established appropriate contingent liabilities for potential environmental remediation requirements.

In addition, Generation, ComEd, PECO, BGE, Pepco, DPL and BGEACE may be required to make significant additional expenditures not presently determinable for other environmental remediation costs.

See Notes 3—Regulatory Matters and 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding the Registrants’ environmental remediation efforts and related impacts to the Registrants’ results of operations, cash flows and financial positions.

Global Climate Change

Exelon believeshas utility and generation assets, and customers, that are subject to the evidenceeffects of global climate change is compelling and that the energy industry, though not alone, is a significant contributor to the human-caused emissions of GHGs that manyas described in the scientific community believe contribute to global climate change, and as reported by the Intergovernmental Panel on Climate Change in their Fifth(IPCC) 5th Assessment Report, Summarypublished in 2014, Accordingly the company is engaged in a variety of initiatives to better understand and develop responses to these issues, including investments in resiliency, partnering with federal, state and local governments and advocating for Policy Makers issued in September 2013.science-based public policy. Exelon, as a producer of electricity from predominantlylow-carbon generating facilities (such as nuclear, hydroelectric, wind and solar photovoltaic), has a relatively small GHGgreenhouse gas (GHG) emission profile, or carbon footprint, compared to other domestic generators of electricity. By virtue of its significant investment inlow-carbon intensity assets, Generation’s emission intensity, or rate of carbon dioxide equivalent (CO2e) emitted per unit of electricity generated, is among the lowest in the industry. Exelon does produce GHG emissions, primarily at its fossil fuel-fired generating plants;plants (primarily natural gas); CO2, methane and nitrous oxide are all emitted in this process, with CO2 representing the largest portion of these GHG emissions. GHG emissions from combustion of fossil fuels representrepresented the majority of Exelon’s direct GHG emissions in 2014,2016, although only a small portionless than 30 percent of its owned generating capacity utilizes fossil fuels with less than 10 percent of owned generation MWh actually produced by fossil fuels as Exelon’s electric supplyfossil-fired generation is from fossil generating plants.primarily intermediate and peaking in nature. Other GHG emission sources at Exelon include natural gas (methane) leakage on the natural gas systems, sulfur hexafluoride (SF6) leakage in its electric transmission and distribution operations and refrigerant leakage from its chilling and cooling equipment as well as fossil fuel combustion in its motor vehicles and usagefossil fuel generation of electricity atused to power its facilities. Despite its focus onlow-carbon generation, Exelon believes its operations could be significantly affected by the possible physical risks of climate change and by mandatory programs to reduce GHG emissions. See ITEM 1A. RISK FACTORS for information regarding the market and financial, regulatory and legislative, and operational risks associated with climate change.

Climate Change Regulation. Exelon is or may become subject to climate change regulation or legislation at the Federal, regional and state levels.

International Climate Change Regulation. At the international level, the United States has not yet ratified the United Nations Kyoto Protocol, which was extended at the 2012 meeting ofis a Party to the United Nations Framework Convention on Climate Change (UNFCCC). The Parties to the UNFCCC adopted the Paris Agreement at the 21stsession of the UNFCCC Conference of the Parties (COP 18).21) on December 12, 2015. The Kyoto Protocol now requires participating developed countries to cap GHG emissions at certain levels until 2020, whenParis Agreement defines the new global agreement on emissions reduction is scheduled to become effective. This new global agreement for GHG emissions reductions was agreed to only in concept during the COP18, with a timeline for establishingUNFCCC’s objective of limiting the global targetstemperature increase to 1.5°C abovepre-industrial levels. All Parties are required to develop their own national emission reductions and to update those reductions at least every five years. The Developed Country Parties, including the United States, are required to take the lead by 2015. On November 22, 2013, atundertaking economy-wide absolute emission reduction targets. The United States had previously submitted its national emission reductions to achieve a 2020 target of reducing net emissions to 17% below the 2013 COP 19 held in Warsaw, Poland, participating countries further agreed2005 level and to provide their “intended nationally determined contributions” by the first quarter of 2015 in preparation for formally setting global target in 2015. At COP 20 held in Lima, Peru, in December 2014, participating countries outlined the universal GHG reduction agreement to be finalized in 2015 at COP 21 in Paris. On November 11, 2014, President Obama and President Xi Jinping of China jointly announced their respective “intended nationally determined contributions” for post 2020 greenhouse gas emission reductions. The US announcedachieve net greenhouse gas emission reductions of 26-28 percent26%—28% below the 2005 levelslevel by 2025, while China announced targets2025. The United States has indicated that it intends to peak CO2 emissions around 2030,achieve these reductions through a variety of mechanisms, including regulations to cut carbon pollution from new and to increaseexisting power plants. The Paris Agreement entered into force on November 4, 2016 the non-fossil fuel sharethirtieth day after the date on which at

least 55 Parties accounting for at least an estimated 55% of all energy to around 20 percent by 2030. Together, the U.S. and China account for over one–third oftotal global greenhouse gas emissions.emissions ratified the Agreement. The Agreement has not been ratified by the US Senate and it is uncertain whether or not or to what extent the new Trump Administration will pursue the established target.

Federal Climate Change Legislation and Regulation. Various stakeholders, including Exelon, legislators and regulators, shareholders and non-governmental organizations, as well as other companies in many business sectors are considering ways to address the climate change issue, including the enactment of federal climate change legislation. It is highly uncertain whetherthat Federal legislation to reduce GHG emissions will be enacted. If such legislation is adopted, Exelon may incur costs either to further limit or offset the GHG emissions from its operations or to procure emission allowances or credits. In June 2013,

Under the White House releasedObama Administration, the President’s Climate Action Plan which consists of a wide variety of executive actions targeting GHG reductions, preparing for the impacts of climate changeEPA proposed and showing leadership internationally; but the plan did not directly trigger any new requirements or legislative action.

The U.S. EPA is addressing the issue of carbon dioxide (CO2) emissions regulationfinalized regulations for new and existing electric generating units through the New Source Performance Standards (NSPS)modified fossil-fuel power plants under Section 111 of the Clean Air Act. Pursuant to President Obama’s June 25, 2013 memorandum to U.S. EPA, the Agency re-proposed a Section 111(b) regulation for new units in September 2013 that may result in material costs of compliance for CO2 emissions for new fossil-fuel electric generating units, particularly coal-fired units. Under the President’s memorandum, the U.S. EPA was also required to propose a Section 111(d) rule no later than June 1, 2014 to establish CO2 emission regulations for existing stationary sources. The second rulemaking, under Section 111(d) of the Clean Air Act focuses on modified, reconstructed and Section 111(d) for existing fossilfossil-fuel power plants. These regulations are currently being litigated. The proposed rule111(d) regulations, referred to as the Clean Power Plan, are currently subject to a stay by the Supreme Court, pending conclusion of all litigation at both the D.C. Circuit and Supreme Court levels. The D.C. Circuit hearden banc oral argument in late September 2016, but has not yet issued its decision. Prior to the stay, the Clean Power Plan had established GHG emission reduction targets for each state, with emission reductions slated to begin in 2022. State requirements to submit plans to EPA in September 2016 (or within two years if an extension was publishedrequested) were placed in abeyance pending results of litigation.

President Trump’s election platform called for eliminating a number of EPA regulations, including the Clean Power Plan. Due to the need to appoint and confirm key EPA officials as the Trump Administration begins to govern, the specific details of the Trump Administration’s plans to address the Clean Power Plan are not known. In the interim, the D.C. Circuit continues its review of the regulation under existing litigation and is expected to issue its decision in the Federal Register on June 18, 2014,first half of 2017.

Due to current litigation and the public comment period closed on December 1, 2014. The Climate Action Plan callsneed for the rulenew Administration to be finalized no later than June 1, 2015,develop its approach to dealing with the Clean Power plan, Exelon and requires that states submitGeneration cannot at this time predict the future of the Clean Power Plan or individual state responses to U.S. EPAClean Power Plan developments or how developments will impact their implementation plans no later than June 30, 2016.future financial positions, results of operations and cash flows.

Regional and State Climate Change Legislation and Regulation. After atwo-year program review, the nine northeast andmid-Atlantic states currently participating in the Regional Greenhouse Gas Reduction Initiative (RGGI) released an updated RGGI Model Rule and Program Review Recommendations Summary on February 7, 2013. Under the updated RGGI program the regional RGGI CO2 budget was reduced, starting in 2014, from its previous 165 million ton level to 91 million tons, with a 25 percent reduction in the cap level each year between 2015-2020.from 2015 through 2020. Included in the new program are provisions for cost containment reserve (CCR) allowances, which will become available if the total demand for allowances, above the CCR trigger price, exceeds the number of CO2 allowances

available for purchase at auction. (CCR trigger prices are $4 in 2014, $6 in 2015, $8 in 2016 and $10 in 2017,2017; after 2017 the CCR price increases by 2.5 percent each year). Such an outcome could put modest upward pressure on wholesale power prices; however,Allowance prices in 2016 remained below the specifics are currently uncertain.

Atapplicable CCR trigger price, indicating program costs remained within the boundaries of costs acceptable to participating states. During 2016, RGGI began its quadrennial review process to determine what, if any, program design amendments should be pursued for the regional program. A series of stakeholder calls occurred in 2016, which included discussion around potential linkage issues with the federal Clean Power Plan, linkages to state level,GHG emission reduction goals/programs, functioning of cost containment mechanisms, and consideration of whether future cap levels should be adjusted for the Illinois Climate Change Advisory Group, created by Executive Order 2006-11 on October 5, 2006, madepost-2020 period. RGGI intends to complete its final recommendations on September 6, 2007 to meet the Governor’s GHG reduction goals. At this time, the only requirements imposed by the state of Illinois are the energy efficiency and renewable portfolio standardsprogram review in the Illinois Power Act that apply to ComEd.

early 2017.

On December 18, 2009, Pennsylvania issued the state’s final Climate Change Action Plan. The plan sets as a target a 30 percent reduction in GHG emissions by 2020. The Climate Change Advisory Committee continues to meet quarterly to review Climate Action Work Plans for the residential, commercial and industrial sectors. The Climate Change Action Plan does not impose any requirements on Generation or PECO at this time.

The Maryland Commission on Climate Change was chartered in 2007 and released a 42 greenhouse gas reduction strategy climate action plan,with 42 recommendations on August 27, 2008. The plan’s primary policy recommendation to formally adopt science-based regulatory goals to reduce Maryland’s GHGgreen house gas emissions (GHG) was realized with the passage of the Greenhouse Gas Emissions Reduction Act of 2009 (GGRA) which requiresrequired Maryland to reduce its GHG emissions by 25 percent below 2006 levels by 2020. It also directed the Maryland Department of Environment to prepare and implement an action plan which was published in October of 2013.listed Maryland’s electricity consumption reduction goals, required under the “Empower“EmPOWER Maryland” program, and mandatory State participation in RGGI Program, are listed as the energy sector’s contribution into the plan. In April 2016, the Governor of Maryland signed the GGRA of 2016 into law, which updated the state’s Climate Commission charter. It expanded membership to include morenon-governmental members and established an enhanced statewide GHG emissions reduction target of 40 percent from 2006 levels by 2030, maintaining the caveats from the 2007 legislation that the implementation have a net positive impact on both jobs and the economy. MDE is currently working on plans to meet the 2016 GGRA requirements. In February of this year (2017) , the Maryland General Assembly overrode Maryland Governor Hogan’s veto of legislation that requires the current Renewable Portfolio Standard (RPS) to be accelerated and enhanced. The plan also advocated raisinglaw requires the renewable portfolio standard requirement fromRPS, previously set at 20% renewables by 2022, with a 2% solar carve out, to move to 25% renewables by 2022. The Department of Environment is required to submit2020 with a December 2015 report to the Governor and General Assembly on progress towards the 25% mandate; its costs and benefits; the need for target adjustments; and the status of federal programs. In 2016, the Legislature will review the progress report, its economic impacts on manufacturing sector and other information and determine whether to continue, adjust or eliminate the requirement to achieve a 25% reduction by 2020.2.5% solar carve out.

Exelon’s Voluntary Climate Change Efforts.Efforts. In a world increasingly concerned about global climate change and regulatory action to reduce GHG, Exelon’slow-carbon generating fleet is seen by management as a competitive advantage. Exelon remains one of the largest, lowest carbon electric generators in the United States: nuclear for base load, natural gas for marginal and peak demand, hydro and pumped storage, and supplemental wind and solar renewables. As further legislation and regulation imposing requirements on emissions of GHG and air pollutants are promulgated, Exelon’slow-carbon,low-emission generation fleet will position the company to benefit from its comparative advantage over other generation fleets.

Based on an independent third-party verification of Exelon’s GHG performance through year-end 2013, it achieved the Exelon 2020 goal of abating 17.5 million tonnes of GHG emissions annually, seven years ahead of plan. Exelon’s approach for addressing the issue of climate change is currently focused on continuing to manage its GHG emissions from internal operations, contributing to reducing overall grid GHG emissions and ensuring the resiliency of its infrastructure in response to the physical impacts of climate change.

Renewable and Alternative Energy Portfolio Standards

Thirty-nine states and the District of Columbia have adopted some form of RPS requirement. Illinois, Pennsylvania, Maryland, the District of Columbia, Delaware and MarylandNew Jersey have laws specifically addressing energy efficiency and renewable energy initiatives. In addition to state level activity, RPS legislation has been considered and may be considered again in the future by the United States Congress. Also, states that currently do not have RPS requirements may adopt such legislation in the future.

In Illinois, utilities are required to procurein accordance with legislation in effect on December 31, 2016, the IPA’s Procurement Plans include the procurement of cost-effective renewable energy resources in amounts that equal or exceed 2%a minimum target percentage of the total electricity that each electric utility supplies to its eligible retail customers. ComEd is also required to acquire amounts ofThe June 1, 2016 target renewable energy resources that will cumulatively increase this percentage toobligation for the utilities was at least 10%11.5%. This obligation increases by June 1, 2015, withat least 1.5% each year thereafter to an ultimate target of at least 25% by June 1, 2025. All goals are subject to rate impact criteria set forth by Illinois legislation. As of December 31, 2014,2016, ComEd had purchased sufficient renewable energy resources or equivalents, such as RECs, to complyin accordance with the Illinois legislation.IPA Procurement Plan. ComEd currently retires all RECs upon transfer and acceptance. ComEd is permitted to recover procurement costs of RECs from retail customers withoutmark-up through rates. See Note 3—Regulatory Matters

In accordance with FEJA that takes effect on June 1, 2017, beginning with the plan or plans to be implemented in the 2017 delivery year, the IPA shall develop a long term renewable resources procurement plan (LT Plan). The RPS target percentages for the overall service territory have not changed through June 1, 2025 (11.5% of retail load by June 1 2016 growing to 25% by June 1 2025) although FEJA extended the 25% RPS target to delivery years after 2025. Currently, each Retail

Electric Supplier and each utility is responsible for the renewable resource obligation for the customers to which it supplies power. Over time, this will change and the utility will procure renewable resources based on the retail load of substantially all customers in its service territory. For the delivery year beginning June 1, 2017, the LT Plan shall include cost effective renewable energy resources procured by the utility for the retail load the utility supplies and for 50% of the Combined Notesretail customer load supplied by Retail Electric Suppliers in the utility service territory on February 28, 2017. Utility procurement for RES supplied retail customer load will increase to Consolidated Financial Statements for additional information on ComEd’s procurement plans. See Note 22—Commitments75% June 1, 2018 and Contingencies ofto 100% beginning June 1, 2019.

Originally passed November 30, 2004 the Combined Notes to Consolidated Financial Statements for information regarding ComEd’s future commitments for the procurement of RECs.

The AEPS Act became effective for PECO on January 1, 2011. During 2014,2016, PECO was required to supply approximately 4.5%5.5% of electric energy generated from Tier I alternative energy resources (including solar, wind power,low-impact hydropower, geothermal energy, biologically derived methane gas, fuel cells, biomass energy, coal mine methane and black liquor generated within Pennsylvania), as measured in AECs, through May 31, 20142016 and subsequently 5.0%6.0% beginning June 1, 20142016 and continuing through May 31, 2015.2017. PECO wasis also required to supply 6.2%8.2% of electric energy generated from Tier II alternative energy resources (including waste coal, demand-side management, large-scale hydropower, municipal solid waste, generation of electricity utilizing wood andby-products of the pulping process and wood, distributed generation systems and integrated combined coal gasification technology) alternative energy resources,, as measured in AECs.AECs, effective June 1, 2015 and continuing through May 31, 2020. The compliance requirements will incrementally escalate to 8.0% for Tier I and 10.0% for Tier II by 2021. In order to comply with these requirements, PECO entered into agreements with varying terms with accepted bidders, including Generation, to purchase non-solar Tier I, solar Tier 1 and Tier II AECs. PECO also purchases its AECs through its DSP Program full requirement contracts.contracts with various counterparties, including Generation. PECO also obtains AECs of Solar Tier I annually from long term agreements with various counterparties, including Generation, and balancing amounts of Tier 1non-solar and Tier II through broker purchases.

Section 7-703 of the Public Utilities Article in Maryland sets forth the RPS requirement, which applies to all retail electricity sales in Maryland by electricity suppliers. The RPS requirement requires that suppliers obtain a specified percentage of the electricity it sells from Tier 1 sources (solar, wind, biomass, methane, geothermal, ocean, fuel cell, small hydroelectric, and poultry litter) and Tier 2 sources (hydroelectric, other than pump storage generation, andwaste-to-energy). The RPS requirement began in 2006, requiring that suppliers procure 1.0% and 2.5% from Tier 1 and Tier 2 sources, respectively, escalating in 2022 to 22.0% from Tier 1 sources, including at least 2.0% from solar energy, and a phase out of Tier 2 resource options by 2022. In 2014, 10.3%2015, 10.5% was required from Tier 1 renewable sources, including at least 0.35%0.5% derived from solar energy and 2.5% from Tier 2 renewable sources. BGE, isPepco and DPL are subject to requirements established by the Public Utilities Article in Maryland related to the use of alternative energy resources; however,resources. In addition, the wholesale suppliers that supply power to BGE, Pepco and DPL through SOS procurement auctions have the obligation, by contract with BGE, Pepco and DPL, to meet the RPS requirements.

Section 34-1432 of the D.C. Code sets forth the RPS requirement, which applies to all retail electricity sales in the District of Columbia by electricity suppliers. The RPS requirement requires that suppliers obtain a specified percentage of the electricity it sells from Tier 1 sources (solar, wind, certain qualifying biomass, methane from anaerobia decomposition of organic materials in landfill or wastewater treatment plant, geothermal, ocean, and fuel cell) and Tier 2 sources (hydroelectric (other than pumped storage generation), certain qualifying biomass and waste-to-energy). The RPS requirement began in 2007, with standards increasing annually. For 2017, the RPS requires that suppliers procure 13.1% and 2.5% from Tier 1 and Tier 2 sources, respectively, with not less than 0.95% solar, and escalating in 2023 to 20.0% from Tier 1 sources, including at least 2.5% from solar energy, and a phase out of Tier 2 resource options. In 2015 the law was amended to extend the RPS requirements to 2032, at which time not less than 50% is required from Tier 1 renewable sources, including at least 5.0% derived from solar energy. Tier 2 renewable sources remain phased out. The wholesale suppliers that supply power to Pepco through SOS procurement auctions have the obligation, by contract with Pepco, to meet the RPS requirements.

Title 26 of the Delaware Code sets forth the RPS requirement, which applies to retail electricity sales in Delaware by electricity suppliers. The RPS requirement requires that DPL obtain a specified percentage of the electricity it delivers to its eligible customers from eligible energy resources (solar electric, wind, ocean tidal, ocean thermal, fuel cells powered by renewable fuels, hydroelectric facilities with a maximum capacity of 30 MW, sustainable biomass, anaerobic digestion and landfill gas). The RPS requirement, beginning in 2007, required that suppliers procure 2.0% from eligible energy resources, with not less than 0.011% from solar, and escalating annually through 2025, at which time suppliers must procure 25.0% from eligible energy resources, including at least 3.5% from solar. As of December 31, 2016, DPL is a party to three land-based wind power purchase agreements in the aggregate amount of 128 MWs (nameplate capacity). DPL has contracted for approximately 48 MW of Solar Renewable Energy Credits (SRECs) through a combination of long term SREC purchase agreements with solar facilities, SREC Purchase agreements with the Delaware Sustainable Energy Utility and the DE SREC Procurement Program. On October 18, 2011, the DPSC approved a tariff submitted by DPL in accordance with the requirements of the RPS specific to a fuel cell facility totaling 30 MWs to be constructed by a qualified fuel cell provider. The tariff and the RPS establish that DPL acts solely as an agent to collect payments in advance from its distribution customers and remit them to the qualified fuel cell provider for each MWh of energy produced by the fuel cell facilities through 2033. The qualified fuel cell provider output reduces the non-solar and/or solar requirements needed to satisfy the Delaware RPS obligations.

The Electric Discount and Energy Competition Act, (“EDECA”), was signed into law in 1999, and includes the requirement for compliance with New Jersey’s RPS by electric power suppliers and providers of BGS. The RPS requires that electric power suppliers obtain a specified percentage of the electricity they sell from Class I sources (solar, wind, wave/tidal action, geothermal, methane captured from landfills, fuel cells with certain types of power sources, and biomass) and Class II sources (hydroelectric facilities with a combined design capacity of less than 30 MW, and certain resource recovery facilities). In 2010, the Solar Energy Advancement and Fair Competition Act, (“SEAFCA”), was signed into law. SEAFCA amended several provisions of EDECA, among them the manner in which suppliers were to comply with the solar portion of the RPS. SEAFCA, beginning in energy year 2011, set out a specific requirement for solar energy generation. The Solar Act of 2012 made further changes effective for energy year 2014 and beyond. The RPS requirement has changed over time. For energy year 2005, suppliers were required to procure 0.74% and 2.5% from Class I and Class II sources, respectively. For the most recently completed energy year 2016, 9.649% was required from Class I renewable sources, 2.5% from Class II renewable sources, and 2.75% from solar energy. As noted above, the RPS applies to each supplier or provider that sells electricity to retail customers in New Jersey. Pursuant to Section 14:4-1.2 of the New Jersey Administrative Code, electric public utilities, such as ACE, that provide electric generation services only for the purpose of providing BGS are not electric power suppliers and so are not subject to the RPS procurement requirements.

Similar to ComEd, PECO, BGE, Pepco, DPL and BGE,ACE, Generation’s retail electric business must source a portion of the electric load it serves in many of the states in which it does business from renewable resources or approved equivalents such as RECs. Potential regulation and legislation regarding renewable and alternative energy resources could increase the pace of development of wind and other renewable/alternative energy resources, which could put downward pressure on wholesale market prices for electricity in some markets where Exelon operates generation assets. At the same time, such developments may present some opportunities for sales of Generation’s renewable power, including from wind, solar, hydroelectric and landfill gas.

See Note 3—Regulatory Matters and Note 22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.information on renewable portfolio standards.

Executive Officers of the Registrants as of February 13, 20152017

Exelon

 

Name

  Age  

Position

  

Period

Crane, Christopher M.

  5658  Chief Executive Officer, Exelon;Exelon  2012 - Present
    Chairman, ComEd, PECO & BGE  2012 - Present
  Chairman, PHI2016 - Present
  President, Exelon  2008 - Present
    President, Generation  2008 - 2013
    Chief Operating Officer, Exelon  2008 - 2012
Chief Operating Officer, Generation2007 - 2010

Cornew, Kenneth W.

  49Senior Executive Vice President and Chief Commercial Officer, Exelon;2013 - Present
President and CEO, Generation2013 - Present
Executive Vice President and Chief Commercial Officer, Exelon2012 - 2013
President and Chief Executive Officer, Constellation2012 - 2013
Senior Vice President, Exelon; President, Power Team2008 - 2012

O’Brien, Denis P.

54Senior Executive Vice President, Exelon; Chief Executive Officer, Exelon Utilities2012 - Present
Vice Chairman, ComEd, PECO, BGE2012 - Present
Chief Executive Officer, PECO; Executive Vice President, Exelon2007 - 2012
President and Director, PECO2003 - 2012

Pramaggiore, Anne R.

56Chief Executive Officer, ComEd2012 - Present
President, ComEd2009 - Present
Chief Operating Officer, ComEd2009 - 2012

Adams, Craig L.

62President and Chief Executive Officer, PECO2012 - Present
Senior Vice President and Chief Operating Officer, PECO2007 - 2012

Butler, Calvin G.

45Chief Executive Officer, BGE2014 - Present
Senior Vice President, Regulatory and External Affairs, BGE2013 - 2014
Senior Vice President, Corporate Affairs, Exelon2011 - 2013
Senior Vice President, Human Resources, Exelon2010 - 2011
Senior Vice President, Corporate Affairs, ComEd2009 - 2010

Von Hoene Jr., William A.

61Senior Executive Vice President and Chief Strategy Officer, Exelon2012 - Present
Executive Vice President, Finance and Legal, Exelon2009 - 2012

Thayer, Jonathan W.

43Senior Executive Vice President and Chief Financial Officer, Exelon2012 - Present  (a)
Senior Vice President and Chief Financial Officer, Constellation Energy; Treasurer, Constellation Energy2008 - 2012

Aliabadi, Paymon

52Executive Vice President and Chief Risk Officer, Exelon2013 - Present
Managing Director, Gleam Capital Management2012 - 2013
Principal and Managing Director, Gunvor International2009 - 2011

DesParte, Duane M.

51Senior Vice President and Corporate Controller, Exelon2008 - Present

Generation

Name

Age

Position

Period

Cornew, Kenneth W.

49  Senior Executive Vice President and Chief Commercial Officer, Exelon;  2013 - Present
    President and CEO, Generation  2013 - Present
    Executive Vice President and Chief Commercial Officer, Exelon  2012 - 2013
    President and Chief Executive Officer, Constellation  2012 - 2013
    Senior Vice President, Exelon; President, Power Team  2008 - 2012

O’Brien, Denis P.

56Senior Executive Vice President, Exelon; Chief Executive Officer, Exelon Utilities2012 - Present
Vice Chairman, ComEd, PECO, BGE2012 - Present
Vice Chairman, PHI2016 - Present
Chief Executive Officer, PECO; Executive Vice President, Exelon2007 - 2012
President and Director, PECO2003 - 2012

Pramaggiore, Anne R.

58Chief Executive Officer, ComEd2012 - Present
President, ComEd2009 - Present
Chief Operating Officer, ComEd2009 - 2012

Adams, Craig L.

64President and Chief Executive Officer, PECO2012 - Present
Senior Vice President and Chief Operating Officer, PECO2007 - 2012

Butler, Calvin G.

47Chief Executive Officer, BGE2014 - Present
Senior Vice President, Regulatory and External Affairs, BGE2013 - 2014
Senior Vice President, Corporate Affairs, Exelon2011 - 2013

Velazquez, David M.

57President and Chief Executive Officer, PHI2016 - Present
President and Chief Executive Officer, Pepco, DPL and ACE2009 - Present
Executive Vice President, Pepco Holdings, Inc.2009 - 2016

Von Hoene Jr., William A.

63Senior Executive Vice President and Chief Strategy Officer, Exelon2012 - Present
Executive Vice President, Finance and Legal, Exelon2009 - 2012

Thayer, Jonathan W.

45Senior Executive Vice President and Chief Financial Officer, Exelon2012 - Present
Senior Vice President and Chief Financial Officer, Constellation Energy; Treasurer, Constellation Energy2008 - 2012

Aliabadi, Paymon

54Executive Vice President and Chief Enterprise Risk Officer, Exelon2013 - Present
Managing Director, Gleam Capital Management2012 - 2013

DesParte, Duane M.

53Senior Vice President and Corporate Controller, Exelon2008 - Present

Generation

Name

Age

Position

Period

Cornew, Kenneth W.

51Senior Executive Vice President and Chief Commercial Officer, Exelon;2013 - Present
President and CEO, Generation2013 - Present
Executive Vice President and Chief Commercial Officer, Exelon2012 - 2013
President and Chief Executive Officer, Constellation2012 - 2013
Senior Vice President, Exelon; President, Power Team2008 - 2012

Pacilio, Michael J.

56Executive Vice President and Chief Operating Officer, Exelon Generation2015 - Present
President, Exelon Nuclear; Senior Vice President and Chief Nuclear Officer, Generation2010 - 2015
Chief Operating Officer, Exelon Nuclear

Hanson, Bryan C.

51President and Chief Nuclear Officer, Exelon Nuclear; Senior Vice President, Exelon Generation2015 - Present

Nigro, Joseph

  5052  Executive Vice President, Exelon; Chief Executive Officer, Constellation  2013 - Present
    Senior Vice President, Portfolio Management and Strategy  2012 - 2013
    Vice President, Structuring and Portfolio Management, Exelon Power Team  2010 - 2012

Pacilio, Michael J.

54Executive Vice President and Chief Operating Officer, Exelon Generation2015 - Present
President, Exelon Nuclear; Senior Vice President and Chief Nuclear Officer, Generation2010 - 2015
Chief Operating Officer, Exelon Nuclear2007 - 2010

Hanson, Bryan C.

49President and Chief Nuclear Officer, Exelon Nuclear; Senior Vice President, Exelon Generation2015 - Present
Chief Operating Officer, Exelon Nuclear2014 - 2015
Senior Vice President of Operations, Generation2010 - 2013
Vice President of Operations, Generation2009 - 2010

DeGregorio, Ronald

  5254  Senior Vice President, Generation; President, Exelon Power  2012 - Present
    Chief Integration Officer, Exelon  2011 - 2012
Chief Operating Officer, Exelon Transmission Company2010 - 2011
Senior Vice President, Mid-Atlantic Operations, Exelon Nuclear2007 - 2010

Wright, Bryan P.

  4850  Senior Vice President and Chief Financial Officer, Generation  2013 - Present
    Senior Vice President, Corporate Finance, Exelon  2012 - 2013
    Chief Accounting Officer, Constellation Energy  2009 - 2012
    Vice President and Controller, Constellation Energy  2008 - 2012

Aiken, RobertBauer, Matthew N.

  4840  Vice President and Controller, Generation  20122016 - Present
    Executive Vice President and Controller, BGE2014 - 2016
Vice President of Power Finance, Exelon Power2012 - 2014
Director, FP&A and Assistant Controller,Retail, Constellation  20112012 - 2012
    Executive Director, of Operational Accounting,Corporate Development, Constellation Energy Commodities Group  2009 - 20112012

ComEd

 

Name

  Age  

Position

  

Period

Pramaggiore, Anne R.

  5658  Chief Executive Officer, ComEd  2012 - Present
    President, ComEd  2009 - Present
    Chief Operating Officer, ComEd  2009 - 2012

Donnelly, Terence R.

  5456  Executive Vice President and Chief Operating Officer, ComEd  2012 - Present
    Executive Vice President, Operations, ComEd  2009 - 2012

Trpik Jr., Joseph R.

  4547  Senior Vice President, Chief Financial Officer and Treasurer, ComEd  2009 - Present

Jensen, Val

  5961  Senior Vice President, Customer Operations, ComEd  2012 - Present
    Vice President, Marketing and Environmental Programs, ComEd  2008 - 2012

O’Neill, Thomas S.

Gomez, Veronica
  5247  Senior Vice President, Regulatory and Energy Policy and General Counsel, ComEd  20102017 - Present
    Senior Vice President and Deputy General Counsel, Litigation, Exelon  20092012 - 20102017

Marquez Jr., Fidel

  5355  Senior Vice President, Governmental and External Affairs, ComEd  2012 - Present
    Senior Vice President, Customer Operations, ComEd  2009 - 2012

Brookins, Kevin B.

  5355  Senior Vice President, Strategy & Administration, ComEd  2012 - Present
    Vice President, Operational Strategy and Business Intelligence, ComEd  2010 - 2012
McGuire, Timothy M.  Vice President, Distribution System Operations, ComEd2008 - 2010

Anthony, J. Tyler

5058  Senior Vice President, Distribution Operations, ComEd  20102016 - Present
    Vice President, Transmission and Substations, ComEd  20072010 - 20102016

Kozel, Gerald J.

  4244  Vice President, Controller, ComEd  2013 - Present
    Assistant Corporate Controller, Exelon  2012 - 2013
    Director of Financial Reporting and Analysis, Exelon  2009 - 2012

PECO

 

Name

  Age  

Position

  

Period

Adams, Craig L.

  6264  President and Chief Executive Officer, PECO  

2012 - Present

    Senior Vice President and Chief Operating Officer, PECO  2007 - 2012

Barnett, Phillip S.

  5153  Senior Vice President and Chief Financial Officer, PECO  

2007 - Present

    Treasurer, PECO  

2012 - Present

Innocenzo, Michael A.

  4951  Senior Vice President and Chief Operations Officer, PECO  

2012 - Present

    Vice President, Distribution System Operations and Smart Grid/Smart Meter, PECO  2010 - 2012
Vice President, Distribution System Operations2007 - 2010

Name

Age

Position

Period

Webster Jr., Richard G.

  5355  Vice President, Regulatory Policy and Strategy, PECO  

2012 - Present

    Director of Rates and Regulatory Affairs  2007 - 2012

Murphy, Elizabeth A.

  5557Senior Vice President, Governmental and External Affairs, PECO

2016 - Present

  Vice President, Governmental and External Affairs, PECO  2012 - Present2016
    Director, Governmental & External Affairs, PECO  2007 - 2012

Jiruska, Frank J.

  5456  Vice President, Customer Operations, PECO  

2013 - Present

Director of Energy and Marketing Services, PECO2010 - 2013

Diaz Jr., Romulo L.

  6870  Vice President and General Counsel, PECO  

2012 - Present

    Vice President, Governmental and External Affairs, PECO  2009 - 2012

Bailey, Scott A.

  3840  Vice President and Controller, PECO  

2012 - Present

    Assistant Controller, Generation  2011 - 2012
Director of Accounting, Power Team2007 - 2011

BGE

 

Name

  Age  

Position

  

Period

Butler, Calvin G.  4547  Chief Executive Officer, BGE  2014 - Present
    Senior Vice President, Regulatory and External Affairs, BGE  2013 - 2014
    Senior Vice President, Corporate Affairs, Exelon  2011 - 2013
Senior Vice President, Human Resources, Exelon2010 - 2011
Senior Vice President, Corporate Affairs, ComEd2009 - 2010
Woerner, Stephen J.  4749  President, BGE  2014 - Present
    Chief Operating Officer, BGE  2012 - Present
    Senior Vice President, BGE  2009 - 2014
    Vice President and Chief Integration Officer, Constellation Energy  2011 - 2012
Vice President and Chief Information Officer, Constellation Energy2010 - 2011
Vice President, Transformation, Constellation Energy2009 - 2010
Vahos, David M.42Chief Financial Officer and Treasurer2014 - Present
Vice President and Controller, BGE2012 - 2014
Executive Director, Audit, Constellation2010 - 2012
Director, Finance, BGE2006 - 2010
Case, Mark D.  5355  Vice President, Strategy and Regulatory Affairs, BGE  2012 - Present
    Senior Vice President, Strategy and Regulatory Affairs, BGE  2007 - 2012
Biagiotti, Robert D.  4547  Vice President, Customer Operations and Chief Customer Officer, BGE  2015 - Present
    

Vice President, Gas Distribution, BGE

  2011-2015

Director, Gas and Electric Field Services, BGE

2008-2011

Name

Age

Position

Period

2011 - 2015
Gahagan, Daniel P.  6163  Vice President and General Counsel, BGE  2007 - Present
Bauer, Matthew N.Vahos, David M.  3844  Senior Vice President, Chief Financial Officer and Controller,Treasurer, BGE  20142016 - Present
    Vice President, of Power Finance, Exelon PowerChief Financial Officer and Treasurer, BGE2014 - 2016
Vice President and Controller, BGE  2012 - 2014
    Executive Director, FP&AAudit, Constellation2010 - 2012
Holmes, Andrew W.48Vice President and Retail, ConstellationController, BGE2016 - Present
Director, Generation Accounting, Exelon2013 - 2016
Director, Derivatives and Technical Accounting, Exelon2008 - 2013
Núñez, Alexander G.45Senior Vice President, Regulatory and External Affairs, BGE2016 - Present
Vice President, Governmental and External Affairs, BGE2013 - 2016
Director, State Affairs, BGE  2012 - 2013

PHI, Pepco, DPL and ACE

Name

Age

Position

Period

Velazquez, David M.57President and Chief Executive Officer, PHI2016 - Present
Executive Vice President, Pepco Holdings, Inc.2009 - 2016
President and Chief Executive Officer, Pepco, DPL and ACE2009 - Present
Anthony, J. Tyler52Senior Vice President and Chief Operating Officer, PHI, Pepco, DPL and ACE2016 - Present
Senior Vice President, Distribution Operations, ComEd2010 - 2016
Kinzel, Donna J.49Senior Vice President and Chief Financial Officer, PHI, Pepco, DPL and ACE2016 - Present
Vice President, Treasurer and Chief Risk Officer, Pepco Holdings2012 - Present
Bonney, Paul R.58Senior Vice President, Legal and Regulatory Strategy, PHI, Pepco, DPL and ACE2016 - Present
Senior Vice President and General Counsel, Constellation Energy2012 - 2016
Parker, Kenneth J.54Senior Vice President, Governmental and External Affairs, PHI, Pepco, DPL and ACE2016 - Present
Senior Vice President, Government Affairs and Corporate Citizenship, Pepco Holdings, Inc.2012 - 2016
Stark, Wendy E.44Vice President and General Counsel, PHI, Pepco DPL and ACE2016 - Present
Deputy General Counsel, Pepco Holdings, Inc.2012 - Present
McGowan, Kevin M.55Vice President, Regulatory Policy and Strategy2016 - Present
Vice President, Regulatory Affairs, Pepco Holdings, Inc.2012 - 2016
Aiken, Robert M.50Vice President and Controller, PHI, Pepco, DPL and ACE2016 - Present
Vice President and Controller, Generation2012 - 2016
    Executive Director Corporate Development,and Assistant Controller, Constellation  20092011 - 2012

 

(a)Effective July 1, 2014, Jonathan W. Thayer’s title was changed from Executive Vice President and Chief Financial Officer, Exelon to Senior Executive Vice President and Chief Financial Officer, Exelon.

ITEM 1A.RISK FACTORS

Each of the Registrants operates in a market and regulatory environment that poses significant risks, many of which are beyond that Registrant’s control. Management of each Registrant regularly meets with the Chief Enterprise Risk Officer and the RMC, which comprises officers of the Registrants, to identify and evaluate the most significant risks of the Registrants’ businesses and the appropriate steps to manage and mitigate those risks. The Chief Enterprise Risk Officer and senior executives of the Registrants discuss those risks with the financeFinance and risk committeeRisk Committee and audit committeeAudit Committee of the Exelon boardBoard of directorsDirectors and the ComEd, PECO, BGE, and BGEPHI boards of directors. In addition, the generation oversight committee of the Exelon board of directors evaluates risks related to the generation business. The risk factors discussed below maycould adversely affect one or more of the Registrants’ results of operations andor cash flows and the market prices of their publicly traded securities. Each of the Registrants has disclosed the known material risks that affect its business at this time. However, there may be further risks and uncertainties that are not presently known or that are not currently believed by a Registrant to be material that maycould adversely affect its performance or financial condition in the future.

Exelon’s financial condition and results of operations are affected to a significant degree by: (1) Generation’s position as a predominantly nuclear generator selling power into competitive energy markets with a concentration in select regions, and (2) the role of ComEd, PECO and BGEthe Utility Registrants as operators of electric transmission and distribution systems in threesix of the largest metropolitan areas in the United States. Factors that affect the financial condition and results of operations of the Registrants fall primarily under the following categories, all of which are discussed in further detail below:

 

  

Market and Financial Factors. Exelon’s and Generation’s results of operations are affected by price fluctuations in the energy markets. Power prices are a function of supply and demand, which in turn are driven by factors such as (1) the price of fuels, in particular the price of natural gas, which affects the prices that Generation can obtain for the output of its power plants, (2) the presence of other generation resources in the markets in which Generation’s output is sold, (3) the demand for electricity in the markets where the Registrants conduct their business, and (4) the impacts ofon-going competition in the retail channel.

 

  

Regulatory and Legislative Factors. The regulatory and legislative factors that may affect the Registrants include changes to the laws and regulations that govern competitive markets and utility cost recovery and that drive environmental policy. In particular, Exelon’s and Generation’s financial performance maycould be affected by changes in the design of competitive wholesale power markets or Generation’s ability to sell power in those markets. In addition, potential regulation and legislation, including legislationregulation or regulationlegislation regarding climate change and renewable portfolio standards, could have significant effects on the Registrants. Also, returns for ComEd, PECO and BGEthe Utility Registrants are influenced significantly by state regulation and regulatory proceedings.

  

Operational Factors. The Registrants’ operational performance is subject to those factors inherent in running the nation’s largest fleet of nuclear power reactors and large electric and gas distribution systems. The safe and effective operation of the nuclear facilities and the ability to effectively manage the associated decommissioning obligations as well as the ability to maintain the availability, reliability and safety of its energy delivery systems are fundamental to Exelon’s ability to protect and grow shareholder value. Additionally, the operating costs of ComEd, PECO and BGE,the Utility Registrants and the opinions of their customers and regulators, are affected by those companies’ ability to maintain the reliability and safety of their energy delivery systems.

 

Risks Related to the Pending Merger with PHI.There are various risks and uncertainties associated with the merger agreement announced with PHI on April 29, 2014.

Risks Related to the PHI Merger.Exelon is subject to additional risks related to the merger with PHI that closed on March 23, 2016.

A discussion of each of these risk categories and other risk factors is included below.

Market and Financial Factors

Generation is exposed to depressed prices in the wholesale and retail power markets, which maycould negatively affect its results of operations andor cash flows. (Exelon and Generation)

Generation is exposed to commodity price risk for the unhedged portion of its electricity generation supply portfolio. Generation’s earnings and cash flows are therefore subject to variability asof spot and forward market prices in the markets in which it operates rise and fall.

Price of Fuels: The spot market price of electricity for each hour is generally determined by the marginal cost of supplying the next unit of electricity to the market during that hour. Thus, the market price of power is affected by the market price of the marginal fuel used to generate the electricity unit. Often, the next unit of electricity will be supplied from generating stations fueled by fossil fuels. Consequently, changes in the market price of fossil fuels often result in comparable changes to the market price of power. For example, the use of new technologies to recover natural gas from shale deposits has increased natural gas supply and reserves, placing downward pressure on natural gas

prices and, therefore, on power prices. The continued addition of supply from new alternative generation resources, such as wind and solar, whether mandated through RPS or otherwise subsidized or encouraged through climate legislation or regulation, maycould displace a higher marginal cost plant, further reducing power prices. In addition, further delay or elimination of EPA air quality regulations could prolong the duration for which the cost of pollution from fossil fuel generation is not factored into market prices.

Demand and Supply: The market price for electricity is also affected by changes in the demand for electricity and the available supply of electricity. Unfavorable economic conditions, milder than normal weather, and the growth of energy efficiency and demand response programs cancould each depress demand. The result is that higher-cost generating resources do not run as frequently, putting downward pressure on electricity market prices. The tepid economic environment in recent years and growing energy efficiency and demand response initiatives have limited the demand for electricity in Generation’s markets. In addition, in some markets, the supply of electricity through wind or solar generation, when combined with other base-load generation such as nuclear, maycould often exceed demand during some hours of the day, resulting in loss of revenue for base-load generating plants. The risk of increasedIncreased supply in excess of demand is heightenedfurthered by continued or increasedthe continuation of RPS mandates or otherand subsidies including ITCs and PTCs.for renewable energy.

Retail Competition: Generation’s retail operations compete for customers in a competitive environment, which affects the margins that Generation can earn and the volumes that it is able to serve. In periods of sustained low natural gas and power prices and low market volatility, retail competitors can aggressively pursue market share because the barriers to entry can be low and

wholesale generators (including Generation) use their retail operations to hedge generation output. Increased or more aggressive competition cancould adversely affect overall gross margins and profitability in Generation’s retail operations.

Sustained low market prices or depressed demand and over-supply could adversely affect Exelon’s and Generation’s results of operations andor cash flows, and such impacts could be emphasized given Generation’s concentration of base-load electric generating capacity within primarily two geographic market regions, namely the Midwest and theMid-Atlantic. These impacts could adversely affect Exelon’s and Generation’s ability to fund other discretionary uses of cash such as growth projects or to pay dividends. In addition, such conditions may no longer support the continued operation of certain generating facilities, which could adversely affect Exelon’s and Generation’s resultsresult of operations through increasedaccelerated depreciation rates,expense, impairment charges related to inventory that cannot be used at other nuclear units and cancellation ofin-flight capital projects, accelerated amortization of plant specific nuclear fuel costs, severance costs, accelerated asset retirement obligation expense related to future decommissioning activities, and additional funding of decommissioning costs, which maycan be offset in whole or in part by reduced operating and maintenance expenses. A slow recovery in market conditions could result in a prolonged depression of or further decline in commodity prices, including low forward natural gas and power prices and low market volatility, which could also adversely affect Exelon’s and Generation’s results of operations, cash flows andor financial position. See Note 9—Early Nuclear Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information.

In addition to price fluctuations, Generation is exposed to other risks in the power markets that are beyond its control and maycould negatively affect its results of operations. (Exelon and Generation)

Credit Risk. In the bilateral markets, Generation is exposed to the risk that counterparties that owe Generation money, or are obligated to purchase energy or fuel from Generation, will not perform under their obligations for operational or financial reasons. In the event the counterparties to these

arrangements fail to perform, Generation mightcould be forced to purchase or sell energy or fuel in the wholesale markets at less favorable prices and incur additional losses, to the extent of amounts, if any, already paid to the counterparties. In the spot markets, Generation is exposed to risk as a result of default sharing mechanisms that exist within certain markets, primarily RTOs and ISOs, the purpose of which is to spread such risk across all market participants. Generation is also a party to agreements with entities in the energy sector that have experienced rating downgrades or other financial difficulties. In addition, Generation’s retail sales subject it to credit risk through competitive electricity and natural gas supply activities to serve commercial and industrial companies, governmental entities and residential customers. Retail credit risk results when customers default on their contractual obligations. This risk represents the loss that maycould be incurred due to the nonpayment of a customer’s account balance, as well as the loss from the resale of energy previously committed to serve the customer.

Market Designs. The wholesale markets remain evolving markets that vary from region to region and are still developingwith distinct rules, practices and procedures. Changes in these market rules, problems with rule implementation, or failure of any of these markets could adversely affect Generation’s business. In addition, a significant decrease in market participation could affect market liquidity and have a detrimental effect on market stability.

The Registrants are potentially affected by emerging technologies that maycould over time affect or transform the energy industry, including technologies related to energy generation, distribution and consumption. (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Some of these technologies include, but are not limited, to further shale gas development or sources, cost-effective renewable energy technologies, broad consumer adoption of electric vehicles, distributed generation and energy storage devices. Such developments could affect the price of energy, could affect energy deliveries as customer-owned generation becomes more cost-effective, could require further improvements to our distribution systems to address changing load demands and could make portions

of our electric system power supply and transmission and/or distribution facilities obsolete prior to the end of their useful lives. Such technologies could also result in further declines in commodity prices or demand for delivered energy. Each of these factors could materially affect the Registrants’ results of operations, cash flows or financial position and cash flows through, among other things, reduced operating revenues, increased operating and maintenance expenses, and increased capital expenditures, as well as potential asset impairment charges or accelerated depreciation and decommissioning expenses over shortened remaining asset useful lives.

Market performance and other factors maycould decrease the value of NDT funds and employee benefit plan assets and maycould increase the related employee benefit plan obligations, which then could require significant additional funding. (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Disruptions in the capital markets and their actual or perceived effects on particular businesses and the greater economy maycould adversely affect the value of the investments held within Generation’s NDTs and Exelon’s employee benefit plan trusts. The Registrants have significant obligations in these areas and Exelon and Generation hold substantial assets in these trusts to meet those obligations. The asset values are subject to market fluctuations and will yield uncertain returns, which maycould fall below the Registrants’ projected return rates. A decline in the market value of the NDT fund investments maycould increase Generation’s funding requirements to decommission its nuclear plants. A decline in the market value of the pension and OPEB plan assets will increase the funding requirements associated with Exelon’s pension and OPEB plan obligations. Additionally, Exelon’s pension and OPEB plan liabilities are sensitive to changes in interest rates. As interest rates decrease, the liabilities increase, potentially increasing benefit costs and funding requirements. Changes in demographics, including increased numbers of retirements or changes in life expectancy assumptions or changes to Social Security or Medicare eligibility requirements maycould also increase the costs and funding requirements of

the obligations related to the pension and OPEB plans. If future increases in pension and other postretirement costs as a result of reduced plan assets or other factors cannot be recovered, or cannot be recovered in a timely manner, from ComEd, PECO and BGEthe Utility Registrants’ customers, the results of operations and financial positionsposition of ComEd, PECO and BGEthe Utility Registrants could be negatively affected. Ultimately, if the Registrants are unable to manage the investments withwithin the NDT funds and benefit plan assets, and are unable to manage the related benefit plan liabilities, their results of operations, cash flows andor financial positionsposition could be negatively affected.impacted.

Unstable capital and credit markets and increased volatility in commodity markets maycould adversely affect the Registrants’ businesses in several ways, including the availability and cost of short-term funds for liquidity requirements, the Registrants’ ability to meet long-term commitments, Generation’s ability to hedge effectively its generation portfolio, and the competitiveness and liquidity of energy markets; each could adversely affectnegatively impact the Registrants’ financial condition, results of operations, and cash flows. (Exelon, Generation, ComEd, PECO and BGE)

flows or financial position. (All Registrants)

The Registrants rely on the capital markets, particularly for publicly offered debt, as well as the banking and commercial paper markets, to meet their financial commitments and short-term liquidity needs if internal funds are not available from the Registrants’ respective operations. Disruptions in the capital and credit markets in the United States or abroad cancould adversely affect the Registrants’ ability to access the capital markets or draw on their respective bank revolving credit facilities. The Registrants’ access to funds under their credit facilities is dependentdepends on the ability of the banks that are parties to the facilities to meet their funding commitments. Those banks may not be able to meet their funding commitments to the Registrants if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from the Registrants and other borrowers within a short period of time. The inability to access capital markets or credit facilities, and longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased

regulation, reduced alternatives or failures of significant financial institutions could result in the deferral of discretionary capital expenditures, changes to Generation’s hedging strategy in order to reduce collateral-posting requirements, or a reduction in dividend payments or other discretionary uses of cash.

In addition, the Registrants have exposure to worldwide financial markets, including Europe. Disruptions in the European markets could reduce or restrict the Registrants’ ability to secure sufficient liquidity or secure liquidity at reasonable terms. As of December 31, 2014,2016, approximately 29%23%, or $2.5$2.2 billion of the Registrants’ available credit facilities were with European banks, excluding the unsecured bridge facility to provide financing for the proposed PHI acquisition.banks. The credit facilities include $8.5$9.5 billion in aggregate total commitments of which $7.3$7.9 billion was available as of December 31, 2014. There were no borrowings under the Registrants’ credit facilities as2016. As of December 31, 2014.2016, there was $75 million of borrowings under Generation’s bilateral credit facilities. See Note 13—14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the credit facilities.

The strength and depth of competition in energy markets depend heavily on active participation by multiple trading parties, which could be adversely affected by disruptions in the capital and credit markets and legislative and regulatory initiatives that maycould affect participants in commodities transactions. Reduced capital and liquidity and failures of significant institutions that participate in the energy markets could diminish the liquidity and competitiveness of energy markets that are important to the respective businesses of the Registrants. Perceived weaknesses in the competitive strength of the energy markets could lead to pressures for greater regulation of those markets or attempts to replace market structures with other mechanisms for the sale of power, including the requirement of long-term contracts, which could have a material adverse effect on Exelon’s and Generation’s results of operations andor cash flows.

If any of the Registrants were to experience a downgrade in its credit ratings to below investment grade or otherwise fail to satisfy the credit standards in its agreements with its trading counterparties, it would be required to provide significant amounts of collateral under its agreements with counterparties and could experience higher borrowing costs. (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Generation’s business is subject to credit quality standards that maycould require market participants to post collateral for their obligations. If Generation were to be downgraded or lose its investment grade credit rating (based on its senior unsecured debt rating) or otherwise fail to satisfy the credit standards of trading counterparties, it would be required under its hedging arrangements to provide collateral in the form of letters of credit or cash, which maycould have a material adverse effect upon its liquidity. The amount of collateral required to be provided by Generation at any point in time is dependentdepends on a variety of factors, including (1) the notional amount of the applicable hedge, (2) the nature of counterparty and related agreements, and (3) changes in power or other commodity prices. In addition, if Generation were downgraded, it could experience higher borrowing costs as a result of the downgrade. Generation could experience a downgrade in its ratings if any of the credit rating agencies concludes that the level of business or financial risk and overall creditworthiness of the power generation industry in general, or Generation in particular, has deteriorated. Changes in ratings methodologies by the credit rating agencies could also have a negative impact on the ratings of Generation. Generation has project-specific financing arrangements and must meet the requirements of various agreements relating to those financings. Failure to meet those arrangements could give rise to a project-specific financing default which, if not cured or waived, could result in the specific project being required to repay the associated debt or other borrowings earlier than otherwise anticipated, and if such repayment were not made, the lenders or security holders would generally have rights to foreclose against the project assets and related collateral.

ComEd’s, PECO’s and BGE’sThe Utility Registrants’ operating agreements with PJM and PECO’s, BGE’s and BGE’sDPL’s natural gas procurement contracts contain collateral provisions that are affected by their credit rating and market prices. If certain wholesale market conditions were to exist and ComEd, PECO and BGEthe Utility Registrants were to lose their investment grade credit ratings (based on their senior unsecured debt ratings), they would be required to provide collateral in the forms of letters of credit or cash, which maycould have a material

adverse effect upon their liquidity. Collateral posting requirements will generally increase as market prices rise and decrease as market prices fall. Collateral posting requirements for PECO, BGE and BGE,DPL, with respect to their natural gas supply contracts, will generally increase as forward market prices fall and decrease as forward market prices rise. Given the relationship to forward market prices, contract collateral requirements can be volatile. In addition, if ComEd, PECO and BGEthe Utility Registrants were downgraded, they could experience higher borrowing costs as a result of the downgrade.

ComEd, PECO or BGEA Utility Registrant could experience a downgrade in its ratings if any of the credit rating agencies concludes that the level of business or financial risk and overall creditworthiness of the utility industry in general, or ComEd, PECO, or BGEa Utility Registrant in particular, has deteriorated. ComEd, PECO or BGEA Utility Registrant could experience a downgrade if theits current regulatory environments in Illinois, Pennsylvania or Maryland, respectively, becomeenvironment becomes less predictable by materially lowering returns for utilities in the applicable stateUtility Registrant or adopting other measures to mitigate higher electricity prices.limit utility rates. Additionally, the ratings for ComEd, PECO or BGEa Utility Registrant could be downgraded if theirits financial results are weakened from current levels due to weaker operating performance or due to a failure to properly manage theirits capital structure. In addition, changes in ratings methodologies by the agencies could also have a negative impact on the ratings of ComEd, PECO or BGE.the Utility Registrants.

ComEd, PECO and BGEThe Utility Registrants conduct their respective businesses and operate under governance models and other arrangements and procedures intended to assure that ComEd, PECO and BGEthe Utility Registrants are treated as separate, independent companies, distinct from Exelon and other Exelon subsidiaries in order to isolate ComEd, PECO and BGEthe Utility Registrants from Exelon and other Exelon subsidiaries in the event of financial difficulty at Exelon or another Exelon subsidiary. These measures (commonly referred to as “ring-fencing”“ring-

fencing”) maycould help avoid or limit a downgrade in the credit ratings of ComEd, PECO and BGEthe Utility Registrants in the event of a reduction in the credit rating of Exelon. Despite these ring-fencing measures, the credit ratings of ComEd, PECO or BGEthe Utility Registrants could remain linked, to some degree, to the credit ratings of Exelon. Consequently, a reduction in the credit rating of Exelon could result in a reduction of the credit rating of ComEd, PECO or BGE,some or all three.of the Utility Registrants. A reduction in the credit rating of ComEd, PECO or BGEa Utility Registrant could have a material adverse effect on ComEd, PECO or BGE, respectively.

the Utility Registrant.

See Liquidity and Capital Resources—Recent Market Conditions and Security Ratings for further information regarding the potential impacts of credit downgrades on the Registrants’ cash flows.

Generation’s financial performance maycould be negatively affected by price volatility, availability and other risk factors associated with the procurement of nuclear and fossil fuel. (Exelon and Generation)

Generation depends on nuclear fuel and fossil fuels to operate most of its generating facilities. Nuclear fuel is obtained predominantly through long-term uranium concentrate supply contracts, contracted conversion services, contracted enrichment services, or a combination thereof, and contracted fuel fabrication services. Coal, naturalNatural gas and oil are procured for generating plants through annual, short-term and spot-market purchases. The supply markets for nuclear fuel, coal, natural gas and oil are subject to price fluctuations, availability restrictions and counterparty default that maycould negatively affect the results of operations andor cash flows for Generation.

Generation’s risk management policies cannot fully eliminate the risk associated with its commodity trading activities. (Exelon and Generation)

Generation’s asset-based power position as well as its power marketing, fuel procurement and other commodity trading activities expose Generation to risks of commodity price movements. Generation attempts to manage this exposure through enforcement of established risk limits and risk management procedures. These risk limits and risk management procedures may not work as planned

and cannot eliminate all risks associated with these activities. Even when its policies and procedures are followed, and decisions are made based on projections and estimates of future performance, results of operations maycould be diminished if the judgments and assumptions underlying those decisions prove to be incorrect. Factors, such as future prices and demand for power and other energy-related commodities, become more difficult to predict and the calculations become less reliable the further into the future estimates are made. As a result, Generation cannot predict the impact that its commodity trading activities and risk management decisions maycould have on its business, operating results, cash flows or financial position.

Generation buys and sells energy and other products and enters into financial contracts to manage risk and hedge various positions in Generation’s power generation portfolio. The proportion of hedged positions in its power generation portfolio may causeGeneration is exposed to volatility in Generation’s futurefinancial results of operations.for unhedged positions.

Financial performance and load requirements maycould be adversely affected if Generation is unable to effectively manage its power portfolio. (Exelon and Generation)

A significant portion of Generation’s power portfolio is used to provide power under procurement contracts with ComEd, PECO, BGEthe Utility Registrants and other customers. To the extent portions of the power portfolio are not needed for that purpose, Generation’s output is sold in the wholesale power markets. To the extent its power portfolio is not sufficient to meet the requirements of its customers under the related agreements, Generation must purchase power in the wholesale power markets. Generation’s financial results maycould be negatively affected if it is unable to cost-effectively meet the load requirements of its customers, manage its power portfolio and effectively address the changes in the wholesale power markets.

Challenges to tax positions taken by the Registrants as well as tax law changes and the inherent difficulty in quantifying potential tax effects of business decisions, could negatively impact the Registrants’ results of operations andor cash flows. (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Potential Corporate Tax Reform. There existsThe results of the potential forNovember 2016 U.S. elections have introduced greater uncertainty with respect to federal tax policies. President Trump has stated that one of his top priorities is comprehensive tax reform and House Republicans plan to advance their tax reform “blueprint”. Tax reform proposals call for a reduction in the United States thatcorporate federal income tax rate from the current 35% to as low as 15%. Other proposals provide, among other items, for the immediate deduction of capital investment expenditures and full or partial elimination of debt interest expense deductions. It is uncertain whether, to what extent or when these or any other changes in federal tax policies will be enacted or the transition time frame for such changes. Further, for the Utility Registrants, regulators may significantly changeimpose rate reductions to provide the benefit of any income tax rules applicableexpense reductions to U.S. domiciled corporations. Exeloncustomers and refund “excess” deferred income taxes previously collected through rates. The amounts and timing of any such rate changes would be subject to the discretion of the rate regulator in each specific jurisdiction. For these reasons, the Registrants cannot assess whatpredict the overall effect of suchimpact any potential legislation might bechanges may have on itstheir future results of operations, and cash flows.

1999 sale of fossil generating assets. The IRS has challenged Exelon’s 1999 tax position on its like-kind exchange transaction. Exelon and the IRS failed to reach a settlement on the like-kind exchangeflows or financial position, and Exelon filed a petition on December 31, 2013 to initiate litigation in the United States Tax Court. Exelon was not required to remit any part of the asserted tax or penalty in order to litigate the like-kind exchange position. The litigationsuch changes could take three to five years including appeals, if necessary.be material.

As of December 31, 2014, if the IRS is successful in its challenge to the like-kind exchange position, Exelon’s potential cash outflow, including tax and after-tax interest, exclusive of penalties, that could become currently payable may be as much as $810 million, of which approximately $310 million would be attributable to ComEd after consideration of Exelon’s agreement to hold ComEd harmless. In addition to attempting to impose tax on the like-kind exchange position, the IRS has asserted penalties for a substantial understatement of tax, which could result in an after-tax charge of $90 million to Exelon’s and ComEd’s results of operations should the IRS prevail in asserting the penalties. The timing effects of the final resolution of the like-kind exchange matter are unknown. See Note 14—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.

Tax reserves and the recoverability of deferred tax assets.reserves. The Registrants are required to make judgments in order to estimate their obligations to taxing authorities. These tax obligations include income, real estate, sales and use and employment-related taxes and ongoing appeals issues related to these tax matters. These judgments include reserves established for potential adverse outcomes regarding tax positions that have been taken that maycould be subject to challenge by the tax authorities. The Registrants also estimate their ability to utilize tax benefits, including those in the form of carryforwards and tax credits. See Notes 1—Significant Accounting Policies and Note 14—15—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.

Increases in customer rates and the impact of economic downturns maycould lead to greater expense for uncollectible customer balances. Additionally, increased rates could lead to decreased volumes delivered. Both of these factors maycould decrease Generation’s ComEd’s, PECO’s and BGE’sthe Utility Registrants’ results from operations andor cash flows. (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

ComEd’s, PECO’s and BGE’sThe Utility Registrants’ current procurement plans include purchasing power through contracted suppliers and in the spot market. ComEd’s, PECO’s and PECO’sACE’s costs of purchased power are charged to customers without a return or profit component. BGE’s, Pepco’s and DPL’s SOS rates charged to customers recover BGE’stheir wholesale power supply costs and include a return component. For PECO, purchased natural gas costs are charged to customers with no return or profit component. For BGE, purchased natural gas costs are charged to customers using a MBR mechanism that compares the actual cost of gas to a market index. The difference between the actual cost and the market index is shared equally between shareholders and customers. For DPL, purchased natural gas costs are charged to customers using a GCR mechanism that compares the actual cost of gas to a forecasted amount. The difference between the actual cost and the forecast is fully recoverable and carried forward as a recovery balance in the next GCR filing. Purchased power and natural gas prices fluctuate based on their relevant supply and demand. Significantly higher rates related to purchased power and natural gas cancould result in declines in customer usage, lower revenues and potentially additional uncollectible accounts expense for ComEd, PECO and BGE.the Utility Registrants. In addition, any challenges by the regulators or ComEd, PECO and BGEthe Utility Registrants as to the recoverability of these costs could have a material effect on the Registrants’ results of operations andor cash flows. Also, ComEd’s, PECO’s and BGE’sthe Utility Registrants’ cash flows cancould be affected by differences between the time period when electricity and natural gas are purchased and the ultimate recovery from customers.

Further, the impacts of economic downturns on ComEd, PECO and BGE customers and purchased natural gas costs for PECO and BGEthe Utility Registrants’ customers, such as unemployment for residential customers and less demand for products and services provided by

commercial and industrial customers, and the related regulatory limitations on residential service terminations, maycould result in an increase in the number of uncollectible customer balances,balances’, which would negatively impact ComEd’s, PECO’s and BGE’sthe Utility Registrants’ results fromof operations andor cash flows. Generation’s customer supplycustomer-facing energy delivery activities face similar economic downturn risks, similar to Exelon’s utility businesses, such as lower volumes sold and increased expense for uncollectible customer balances. As Generation increases its customer supply footprint, economic downturn impactsbalances which could negatively affect Generation’s results fromof operations andor cash flows. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for further discussion of the Registrants’ credit risk.

The effects of weather maycould impact the Registrants’ results of operations andor cash flows. (Exelon, Generation, ComEd, PECO(All Registrants)

Weather conditions directly influence the demand for electricity and BGE)

natural gas and affect the price of energy commodities. Temperatures above normal levels in the summer tend to increase summer cooling electricity demand and revenues, and temperatures below normal levels in the winter tend to increase winter heating electricity and gas demand and revenues. Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities. Moderate temperatures adversely affect the usage of energy and resulting revenues at ComEd, PECO, DPL and PECO.ACE. Due to revenue decoupling, BGE, recognizesPepco and DPL recognize revenues at MDPSC-approvedMDPSC and DCPSC-approved levels per customer, regardless of what

actual distribution volumes are for a billing period, and isare not affected by actual weather with the exception of major storms. Pursuant to the Illinois FEJA signed into law on December 2016 and effective in 2017, ComEd can eliminate the favorable or unfavorable impacts of weather or load on its electric distribution revenues by either (1) revising its electric distribution formula rate to eliminate the ROE collar beginning with the reconciliation performed for the 2017 calendar year or (2) implementing a decoupling tariff if the electric distribution formula rate were to be terminated at anytime.

Extreme weather conditions or damage resulting from storms maycould stress ComEd’s, PECO’s and BGE’sthe Utility Registrants’ transmission and distribution systems, communication systems and technology, resulting in increased maintenance and capital costs and limiting each company’s ability to meet peak customer demand. These extreme conditions maycould have detrimental effects on ComEd’s, PECO’s and BGE’sthe Utility Registrants’ results of operations andor cash flows. First and third quarter financial results, in particular, are substantially dependent on weather conditions, and maycould make period comparisons less relevant.

Generation’s operations are also affected by weather, which affects demand for electricity as well as operating conditions. To the extent that weather is warmer in the summer or colder in the winter than assumed, Generation maycould require greater resources to meet its contractual commitments. Extreme weather conditions or storms maycould affect the availability of generation and its transmission, limiting Generation’s ability to source or send power to where it is sold. In addition, drought-like conditions limiting water usage cancould impact Generation’s ability to run certain generating assets at full capacity. These conditions, which cannot be accurately predicted, maycould have an adverse effect by causing Generation to seek additional capacity at a time when wholesale markets are tight or to seek to sell excess capacity at a time when markets are weak.

Certain long-lived assets and other assets recorded on the Registrants’ statements of financial position maycould become impaired, which would result in write-offs of the impaired amounts. (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Long-lived assets represent the single largest asset class on the Registrants’ statementstatements of financial position. Specifically, long-lived assets account for 60%, 51%, 62%, 54%, 68%, 70%, 81%, 76%, 79% and 77%73% of total assets for Exelon, Generation, ComEd, PECO, BGE, Pepco, DPL and BGE,ACE, respectively, as of December 31, 2014.2016. In addition, Exelon and Generation have significant balances related to unamortized energy contracts. Seecontracts, as further disclosed in Note 4—Mergers, Acquisitions, and Dispositions and Note 10—11—Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information on Exelon’s unamortized energy contracts.Statements. The Registrants evaluate the recoverability of

the carrying value of long-lived assets to be held and used whenever events or circumstances indicating a potential impairment exist. Factors such as the business climate, including current and future energy and market conditions, environmental regulation, and the condition of assets are considered when evaluating long-lived assets for potential impairment. An impairment would require the Registrants to reduce the carrying value of the long-lived asset to fair value through anon-cash charge to expense by the amount of the impairment, and such an impairment could have a material adverse impact on the Registrants’ results of operations.

As of December 31, 2016, Exelon’s $6.7 billion carrying amount of goodwill primarily consists of $2.6 billion at ComEd relating to the acquisition of ComEd in 2000 upon the formation of Exelon holds investments in coal-fired plants in Georgia that are subject to long-term leases. The investments are accounted for as direct financing lease investments. The investments represent the estimated residual valueand $4.0 billion at PHI primarily resulting from Exelon’s acquisition of the leased assets at the end of the lease term. On an annual basis, Exelon reviews the estimated residual values of its direct financing lease investments and records a non-cash impairment charge to expense if the review indicates an other than temporary declinePHI in the fair valuefirst quarter of the residual values below their carrying values. Such an impairment could have a material adverse impact on Exelon’s results of operations.

Exelon and ComEd had approximately $2.7 billion of goodwill recorded at December 31, 2014 in connection with the merger between PECO and Unicom Corporation, the former parent company of ComEd.2016. Under GAAP, goodwill remains at its recorded amount unless it is determined to be impaired, which is generally based upon an annual analysis that compares the implied fair value of the goodwill to its carrying value. If an impairment occurs, the amount of the impaired goodwill will bewritten-off to expense, which will also reduce equity. The actual timing and amounts of any goodwill impairments will depend on many sensitive, interrelated and uncertain variables. A successful IRS challenge to

Exelon’s and ComEd’s like-kind exchange income tax position, adverse regulatory actions such as early termination of EIMA, or changes in significant assumptions used in estimating ComEd’s fair value (e.g., discount and growth rates, utility sector market performance and transactions, operating and capital expenditure requirements and the fair value of debt) could result in an impairment. Such an impairment would result in anon-cash charge to expense, which could have a material adverse impact on Exelon’s, ComEd’s, and ComEd’sPHI’s results of operations.

Regulatory actions or changes in significant assumptions, including discount and growth rates, utility sector market performance and transactions, projected operating and capital cash flows for ComEd’s, Pepco’s, DPL’s, and ACE’s business, and the fair value of debt, could potentially result in future impairments of Exelon’s, PHI’s, and ComEd’s goodwill, which could be material.

See ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Critical Accounting Policies and Estimates and Note 7—Property, Plant and Equipment, Note 8—Impairment of Long Lived Assets and Note 10—11—Intangible Assets of the Combined Notes to the Consolidated Financial Statements for additional discussion on long-lived asset and goodwill impairments.

The Registrants’ businesses are capital intensive, and their assets may require significant expenditures to maintain and are subject to operational failure, which could result in potential liability. (Exelon, Generation, ComEd, PECO and BGE)

The Registrants’ businesses are capital intensive and require significant investments by Generation in electric generating facilities and by ComEd, PECO and BGE in transmission and distribution infrastructure projects. These operational systems and infrastructure have been in service for many years. Older equipment, even if maintained in accordance with good utility practices, is subject to operational failure, including events that are beyond the Registrants’ control, and may require significant expenditures to operate efficiently. The Registrants’ results of operations, financial condition, or cash flows could be adversely affected if they were unable to effectively manage their capital projects or raise the necessary capital. Furthermore, operational failure of electric or gas systems or infrastructure could result in potential liability if such failure results in damage to property or injury to individuals. See ITEM 1. BUSINESS for further information regarding the Registrants’ potential future capital expenditures.

Exelon and its subsidiaries have guaranteedat times guarantee the performance of third parties, which maycould result in substantial costs in the event ofnon-performance by such third parties. In addition, the Registrants could have rights under agreements which obligate third parties to indemnify the Registrants for various obligations, and the Registrants maycould incur substantial costs in the event that the applicable Registrant is unable to enforce those agreements or the applicable third-party is otherwise unable to perform. (Exelon, Generation, ComEd, PECOThe Registrants could also incur substantial costs in the event that third parties are entitled to indemnification related to environmental or other risks in connection with the acquisition and BGE)divestiture of assets. (All Registrants)

TheSome of the Registrants have issued guarantees of the performance of third parties, which obligate onethe Registrant or more of the Registrants or theirits subsidiaries to perform in the event that the third parties do not perform. In the event ofnon-performance by those third parties, the Registrantsa Registrant could incur substantial cost to fulfill theirits obligations under these guarantees. Such performance guarantees could have a material impact on the operating results, financial condition, or cash flows of the Registrants.Registrant. Some of the Registrants have issued indemnities to third parties regarding environmental or other matters in connection with purchases and sales of asset and a Registrant could incur substantial costs to fulfill its obligations under these indemnities.

TheSome of the Registrants have entered into various agreements with counterparties that require those counterparties to reimburse a Registrant and hold it harmless against specified obligations and claims. To the extent that any of these counterparties are affected by deterioration in their creditworthiness or the agreements are otherwise determined to be unenforceable, the affected

Registrant could be held responsible for the obligations, which could impact that Registrant’s results of operations, cash flows andor financial position. In connection with Exelon’s 2001 corporate restructuring, Generation assumed certain of ComEd’s and PECO’s rights and obligations with respect to their former generation businesses. Further, ComEd and PECO may have entered into agreements with third parties under which the third-party agreed to indemnify ComEd or PECO for certain obligations related to their respective former generation businesses that have been assumed by Generation as part of the

restructuring. If the third-party or Generation experienced events that reduced its creditworthiness or the indemnity arrangement became unenforceable, ComEd or PECO could be liable for any existing or future claims, which could impact ComEd’s or PECO’s results of operations, cash flows andor financial position.

Generation’s business may be negatively affected by competitive electric generation suppliers. (Exelon and Generation)

Because retail customers where Generation serves load can switch from their respective energy delivery company to a competitive electric generation supplier for their energy needs, planning to meet Generation’s obligation to provide the supply needed to serve Generation’s share of an electric distribution company’s default service obligation is more difficult than planning for retail load before the advent of retail competition. Before retail competition, the primary variables affecting projections of load were weather and the economy. With retail competition, another major factor is retail customers switching to or from competitive electric generation suppliers. If fewer of such customers switch from its retail load serving counterparties than Generation anticipates, the load that Generation must serve will be greater than anticipated, which could, if market prices have increased, increase Generation’s costs (due to its need to go to market to cover its incremental supply obligation) more than the increase in Generation’s revenues. If more customers from its retail load serving counterparties switch than Generation anticipates, the load that Generation must serve will be lower than anticipated, which could, if market prices have decreased, cause Generation to lose opportunities in the market.

Regulatory and Legislative Factors

The Registrants’ generation and energy delivery businesses are highly regulated and could be subject to adverse regulatory and legislative actions.actions that adversely affect their operations or financial results. Fundamental changes in regulation or legislation or violation of tariffs or market rules and anti-manipulation laws, could disrupt the Registrants’ business plans and adversely affect their operations andor financial results. (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Substantially all aspects of the businesses of the Registrants are subject to comprehensive Federal or state regulation and legislation. Further, Exelon’s and Generation’s operating results and cash flows are heavily dependent upon the abilitysignificantly affected by Generation’s sale of Generation to sell power at market-based rates, as opposed to cost-based or other similarly regulated rates, and Exelon’s ComEd’s, PECO’s and BGE’sthe Utility Registrants’ operating results and cash flows are heavily dependent on the ability of ComEd, PECO and BGEthe Utility Registrants to recover their costs for the retail purchase and distribution of power to their customers. Similarly, there is risk that financial market regulations could increase the Registrants’ compliance costs and limit their ability to engage in certain transactions. In the planning and management of operations, the Registrants must address the effects of regulation on their businesses and changes in the regulatory framework, including initiatives by Federal and state legislatures, RTOs, exchanges, ratemaking agencies and taxing authorities. Additionally, the Registrants need to be cognizant of rulesand understand rule changes or Registrant actions that could result in potential violation of tariffs, market rules and anti-manipulation laws. Fundamental changes in regulations or other adverse legislative actions affecting the Registrants’ businesses would require changes in their business planning models and operations and could adversely affectnegatively impact their respective results of operations, cash flows andor financial position.

Regulatory and legislative developments related to climate change and RPS maycould also significantly affect Exelon’s and Generation’s results of operations, cash flows andor financial positions.position. Various legislative and regulatory proposals to address climate change through GHG emission reductions, if enacted, could result in increased costs to entities that generate electricity through carbon-emitting fossil fuels, which could increase the market price at which all generators in a region, including Generation, maycould sell their output, thereby increasing the revenue Generation could realize from itslow-carbon nuclear assets. However, national regulation or legislation addressing climate change through

an RPS could also increase the pace of development of wind energy facilities in the Midwest, which could put downward pressure on wholesale market prices for electricity from Generation’s Midwest nuclear assets, partially offsetting any additional value Exelon and Generation might derive from Generation’s nuclear assets under a carbon constrained regulatory regime that might exist in the future. Similarly, final regulations under Section 111(d) of the Clean Air Act may not provide sufficient incentives for states to utilize carbon-free nuclear power as a means of meeting greenhouse gas emission reduction requirements, while continuing a policy of favoring renewable energy sources. Current state level climate change and renewable regulation is already providing incentives for regional wind development. The Registrants cannot predict when or whether any of these various legislative and regulatory proposals maycould become law or what their effect will be on the Registrants.

Generation maycould be negatively affected by possible Federal or state legislative or regulatory actions that could affect the scope and functioning of the wholesale markets. (Exelon and Generation)

Federal and state legislative and regulatory bodies are facing pressures to address consumer concerns, or are themselves raising concerns, that energy prices in wholesale markets are too high or insufficient generation is being built because the competitive model is not working and, therefore, are considering some form ofre-regulation or some other means of reducing wholesale market prices or subsidizing new generation. Generation is dependent on robust and competitive wholesale energy markets to achieve its business objectives.

Approximately 60%65% of Generation’s generating resources, which include directly owned assets and capacity obtained through long-term contracts, are located in the area encompassed by PJM. Generation’s future results of operations will depend on (1) FERC’s continued adherence to and support for, policies that favor the preservation of competitive wholesale power markets, such as PJM’s, and (2) the absence of material changes to market structures that would limit or otherwise negatively affect market competitiveness. Generation could also be adversely affected by state laws, regulations or initiatives designed to reduce wholesale prices artificially below competitive levels or to subsidize new generation, such as the subsequently dismissed New Jersey Capacity Legislation and the MDPSC’s RFP for newgas-fired generation in Maryland. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for further details related to the New Jersey Capacity Legislation and the Maryland new electric generation requirements.

In addition, FERC’s application of its Order 697 and its subsequent revisions could pose a risk that Generation will have difficulty satisfying FERC’s tests for market-based rates. Since Order 697 became final in June 2007, Generation has obtained orders affirming Generation’s authority to sell at market-based rates and none denying that authority. As of December 31, 2014, Generation has submitted its triennial application seeking reauthorization to sell at market-based rates in the Southeast region. Generation’s previous submission seeking reauthorization to sell at market-based rates was accepted by FERC on August 5, 2014 for the Northeast region (including PJM).

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the Act) was enacted in July 2010. The part of the Act that applies to Exelon is Title VII, which is known as the Dodd-Frank Wall Street Transparency and Accountability Act (Dodd-Frank). Dodd-Frank requires the creation of a new regulatory regime forover-the-counter swaps (Swaps)(swaps), including mandatory clearing for certain categories of Swaps,swaps, incentives to shift Swapswap activity to exchange trading, margin and capital requirements, and other obligations designed to promote transparency. For non security-based Swapsswaps including commodity Swaps,swaps, Dodd-Frank empowers the Commodity Futures Trading Commission (CFTC) to promulgate regulations implementing the law’s objectives. The primary aim of Dodd-Frank is to regulate the key intermediaries in the Swapsswaps market, which entities are either swap dealers (SDs), major swap participants (MSPs), and certain other financial entities, but the law also applies to a lesser

degree toend-users of Swaps.swaps. On January 12, 2015, President Obama signed into law a bill that exempts from margin requirements Swapsswaps used byend-users to hedge or mitigate commercial risk. Moreover, the CFTC’s Dodd-Frank regulations preserve the ability of end users in the energy industry to hedge their risks using Swapsswaps without being subject to mandatory clearing, and exceptsaccepts or exemptsend-users from many of the other substantive regulations. Accordingly, as anend-user, Generation is conducting its commercial business in a manner that does not require registration with the CFTC as an SD or MSP. Generation does not anticipate transacting in the future in a manner in which it would become a SD or MSP.

There are, however, some rulemakingsrulemaking proceedings that have not yet been finalized, including the capital and margin rules for(non-cleared) Swaps. swaps. Generation does not expect these rules to directly impact its collateral requirements. However, depending on the substance of these final rules in addition to certain international regulatory requirements still under development and that are similar to Dodd-Frank, Generation’s Swapswap counterparties could be subject to additional and potentially significant

capitalization requirements. These regulations could motivate the SDs and MSPs to increase collateral requirements or cash postings from their counterparties, including Generation.

Generation continues to monitor the rulemaking proceedings with respect to the capital and margin rules, but cannot predict to what extent, if any, further refinements to Dodd-Frank requirements maycould impact its cash flows or financial position, but such impacts could be material.

ComEd, PECO and BGEThe Utility Registrants could also be subject to some Dodd-Frank requirements to the extent they were to enter into Swaps.swaps. However, at this time, management of ComEd, PECO and BGEthe Utility Registrants continue to expect that their companies will not be materially affected by Dodd-Frank.

Generation’s affiliation with ComEd, PECO and BGE,the Utility Registrants, together with the presence of a substantial percentage of Generation’s physical asset base within the ComEd, PECO and BGEUtility Registrants’ service territories, could increase Generation’s cost of doing business to the extent future complaints or challenges regarding ComEd, PECO and/or BGEthe Utility Registrants’ retail rates result in settlements or legislative or regulatory requirements funded in part by Generation. (Exelon and Generation)

Generation has significant generating resources within the service areas of ComEd, PECO and BGEthe Utility Registrants and makes significant sales to each of them. Those facts tend to cause Generation to be directly affected by developments in those markets. Government officials, legislators and advocacy groups are aware of Generation’s affiliation with ComEd, PECO and BGEthe Utility Registrants and its sales to each of them. In periods of rising utility rates, particularly when driven by increased costs of energy production and supply, those officials and advocacy groups maycould question or challenge costs and transactions incurred by ComEd, PECO, or BGE,the Utility Registrants with Generation, irrespective of any previous regulatory processes or approvals underlying those transactions. The prospect of such challenges maycould increase the time, complexity and cost of the associated regulatory proceedings, and the occurrence of such challenges maycould subject Generation to a level of scrutiny not faced by other unaffiliated competitors in those markets. In addition, government officials and legislators maycould seek ways to force Generation to contribute to efforts to mitigate potential or actual rate increases, through measures such as generation-based taxes and contributions to rate-relief packages.

The Registrants maycould incur substantial costs to fulfill their obligations related to environmental and other matters. (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

The businesses which the Registrants operate are subject to extensive environmental regulation and legislation by local, state and Federal authorities. These laws and regulations affect the manner in which the Registrants conduct their operations and make capital expenditures including how they

handle air and water emissions and solid waste disposal. Violations of these emission and disposal requirements cancould subject the Registrants to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs for remediation andclean-up costs, civil penalties and exposure to third parties’ claims for alleged health or property damages or operating restrictions to achieve compliance. In addition, the Registrants are subject to liability under these laws for the remediation costs for environmental contamination of property now or formerly owned by the Registrants and of property contaminated by hazardous substances they generate. The Registrants have incurred and expect to incur significant costs related to environmental compliance, site remediation andclean-up. Remediation activities associated with MGP operations conducted by predecessor companies are one component of such costs. Also, the Registrants are currently involved in a number of proceedings relating to sites where hazardous substances have been deposited and maycould be subject to additional proceedings in the future.

If application of Section 316(b) of the Clean Water Act, which establishes a national requirement for reducing the adverse impacts to aquatic organisms at existing generating stations, requires the

retrofitting of cooling water intake structures at Salem or other Exelon power plants, this development could result in material costs of compliance. Pursuant to discussions with the NJDEP regarding the application of Section 316(b) to Oyster Creek, Generation agreed to permanently cease generation operations at Oyster Creek by December 31, 2019, ten years before the expiration of its operating license in 2029.

On July 28, 2016, the NJDEP issued a final permit for Salem that did not require the installation of cooling towers. However, the permit is being challenged by an environmental organization, and if successful, could result in additional costs for Clean Water Act compliance.

Additionally, Generation is subject to exposure for asbestos-related personal injury liability alleged at certain current and formerly owned generation facilities. Future legislative action could require Generation to make a material contribution to a fund to settle lawsuits for alleged asbestos-related disease and exposure.

In some cases, a third-party who has acquired assets from a Registrant has assumed the liability the Registrant maycould otherwise have for environmental matters related to the transferred property. If the transferee is unable, or fails, to discharge the assumed liability, a regulatory authority or injured person could attempt to hold the Registrant responsible, and the Registrant’s remedies against the transferee maycould be limited by the financial resources of the transferee. See Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.

Changes in ComEd’s, PECO’s and BGE’sthe Utility Registrants’ respective terms and conditions of service, including their respective rates, are subject to regulatory approval proceedings and/or negotiated settlements that are at times contentious, lengthy and subject to appeal, which lead to uncertainty as to the ultimate result and which maycould introduce time delays in effectuating rate changes. (Exelon ComEd, PECO and BGE)the Utility Registrants)

ComEd, PECO and BGEThe Utility Registrants are required to engage in regulatory approval proceedings as a part of the process of establishing the terms and rates for their respective services. These proceedings typically involve multiple parties, including governmental bodies and officials, consumer advocacy groups and various consumers of energy, who have differing concerns but who have the common objective of limiting rate increases or even reducing rates. The proceedings generally have timelines that may not be limited by statute. Decisions are subject to appeal, potentially leading to additional uncertainty associated with the approval proceedings. The potential duration of such proceedings creates a risk that rates ultimately approved by the applicable regulatory body may not be sufficient for ComEd, PECO or BGEa Utility Registrant to recover its costs by the time the rates become effective. Established rates are also subject to subsequent prudency reviews by state regulators, whereby various portions of rates cancould be adjusted, including recovery mechanisms for costs associated with the procurement of electricity or gas, bad debt, MGP remediation, smart grid infrastructure, and energy efficiency and demand response programs.

In certain instances, ComEd, PECO and BGE maythe Utility Registrants could agree to negotiated settlements related to various rate matters, customer initiatives or franchise agreements. These settlements are subject to regulatory approval.

ComEd, PECO and BGEThe Utility Registrants cannot predict the ultimate outcomes of any settlements or the actions by Illinois, Pennsylvania, Maryland, the District of Columbia, Delaware, New Jersey or Federal regulators in establishing rates, including the extent, if any, to which certain costs such as significant capital projects will be recovered or what rates of return will be allowed. Nevertheless, the expectation is that ComEd, PECO and BGEthe Utility Registrants will continue to be obligated to deliver electricity to customers in their respective service territories and will also retain significant POLR and default service obligations, referred to as POLR, DSP, SOS, and BGS, to provide electricity and natural gas to certain groups of customers in their respective service areas who do not choose an alternative supplier. The ultimate outcome and timing of regulatory

rate proceedings have a significant effect on the ability of ComEd, PECO and BGE,the Utility Registrants, as applicable, to recover their costs and could have a material adverse effect on ComEd’s, PECO’s and BGE’sthe Utility Registrants’ results of operations, cash flows and financial position. See Note 3—Regulatory Matters of the Combined Notes to the Consolidated Financial Statements for information regarding rate proceedings.

Federal or additional state RPS and/or energy conservation legislation, along with energy conservation by customers, could negatively affect the results of operations andor cash flows of Generation ComEd, PECO and BGE. (Exelon, Generation, ComEd, PECO and BGE)

the Utility Registrants. (All Registrants)

Changes to current state legislation or the development of Federal legislation that requires the use of renewable and alternate fuel sources, such as wind, solar, biomass and geothermal, could significantly impact Generation ComEd, PECO and BGE,the Utility Registrants, especially if timely cost recovery is not allowed.allowed for Utility Registrants. The impact could include increased costs for RECs and purchased power and increased rates for customers.

Federal and state legislation mandating the implementation of energy conservation programs that require the implementation of new technologies, such as smart meters and smart grid, have increased capital expenditures and could significantly impact ComEd, PECO and BGE,the Utility Registrants if timely cost recovery is not allowed. Furthermore, regulated energy consumption reduction targets and declines in customer energy consumption resulting from the implementation of new energy conservation technologies could lead to a decline in the revenues of Exelon, ComEd,Generation and PECO.the Utility Registrants. For additional information, see ITEM 1. BUSINESS “Environmental Regulation-Renewable and Alternative Energy Portfolio Standards.”

The impact of not meeting the criteria of the FASB guidance for accounting for the effects of certain types of regulation could be material to Exelon ComEd, PECO and BGE.the Utility Registrants. (Exelon ComEd, PECO and BGE)

the Utility Registrants)

As of December 31, 2014,2016, Exelon ComEd, PECO and BGEthe Utility Registrants have concluded that the operations of ComEd, PECO and BGEthe Utility Registrants meet the criteria of the authoritative guidance for accounting for the effects of certain types of regulation. If it is concluded in a future period that a separable portion of their businesses no longer meets the criteria, Exelon, ComEd, PECO and BGEthe Utility Registrants would be required to eliminate the financial statement effects of regulation for that part of their business. That action would include the elimination of any or all regulatory assets and liabilities that had been recorded in their Consolidated Balance Sheets and the recognition of aone-time charge in their Consolidated Statements of Operations.Operations and Comprehensive Income. The impact of not meeting the criteria of the authoritative guidance could be material to the financial statements of Exelon ComEd, PECO and BGE.the Utility Registrants. At December 31, 2014,2016, the gain (loss) could have been as much as $(2.6)$2.5 billion, $811$(1.1) billion, $(552) million, $(821) million, $(208) million and $480$(476) million (before taxes) as a result of the elimination of ComEd’s, PECO’s and BGE’s regulatory assets and liabilities of ComEd, PECO, BGE, Pepco, DPL and ACE, respectively.

Further, Exelon would record a charge against OCI (before taxes) of up to $2.6 billion, $614 million, $424 million, $243 million, and $663$84 million for ComEd, BGE, Pepco, DPL and BGE,ACE respectively, related to Exelon’s net regulatory assets associated with its defined benefit postretirement plans. Exelon also has a net regulatory liability of $53$47 million (before taxes) associated with PECO’s defined benefit postretirement plans that would result in an increase in OCI if reversed. The impacts and resolution of the above items could lead to an additional impairment of ComEd’s or PHI’s goodwill, which could be significant and at least partially offset the gaingains at ComEd discussed above. A significant decrease in equity as a result of any changes could limit the ability of ComEd, PECO and BGEthe Utility Registrants to pay dividends under Federal and state law and no longer meeting the regulatory accounting criteria could cause significant volatility in future results of operations. See Notes 1—Significant Accounting Policies, 3—Regulatory Matters and 10—11—Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information regarding accounting for the effects of regulation, regulatory matters and ComEd’s and PHI’s goodwill, respectively.

Exelon and Generation maycould incur material costs of compliance if Federal and/or state regulation or legislation is adopted to address climate change. (Exelon and Generation)

Various stakeholders, including legislators and regulators, shareholders andnon-governmental organizations, as well as other companies in many business sectors, including utilities, are considering ways to address the effect of GHG emissions on climate change. In 2009, select Northeast andMid-Atlantic states implemented a model rule, developed via the RGGI, to regulate CO2 emissions from fossil-fired generation. RGGI states are working on updated programs to further limit emissions, and the EPA has introduced regulation to address greenhouse gases from new fossil plants that could potentially impact existing plants. If carbon reduction regulation or legislation becomes effective, Exelon and Generation maycould incur costs either to limit further the GHG emissions from their operations or to procure emission allowance credits. For example, more stringent permitting requirements maycould preclude the construction of lower-carbon nuclear andgas-fired power plants. Similarly, a Federal RPS could increase the cost of compliance by mandating the purchase or construction of more expensive supply alternatives. For more information regarding climate change, see ITEM 1. BUSINESS “Global Climate Change” and Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.

The Registrants could be subject to higher costs and/or penalties related to mandatory reliability standards, including the likely exposure of ComEd, PECO, and BGEthe Utility Registrants to the results of PJM’s RTEP and NERC compliance requirements. (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

As a result of the Energy Policy Act of 2005, users, owners and operators of the bulk power transmission system, including Generation ComEd, PECO and BGE,the Utility Registrants, are subject to mandatory reliability standards promulgated by NERC and enforced by FERC. As operators of natural gas distribution systems, PECO, BGE, and BGEDPL are also subject to mandatory reliability standards of the U.S. Department of Transportation. The standards are based on the functions that need to be performed to ensure the bulk power system operates reliably and are guided by reliability and market interface principles. Compliance with or changes in the reliability standards maycould subject the Registrants to higher operating costs and/or increased capital expenditures. In addition, the ICC, PAPUC, MDPSC, DCPSC, DPSC and MDPSCNJBPU impose certain distribution reliability standards on ComEd, PECO and BGE, respectively.the Utility Registrants. If the Registrants were found not to be in compliance with the mandatory reliability standards, they could be subject to remediation costs as well as sanctions, which could include substantial monetary penalties.

ComEd, PECO and BGEThe Utility Registrants as transmission owners are subject to NERC compliance requirements. NERC provides guidance to transmission owners regarding assessments of transmission lines. The results of these assessments maycould require ComEd, PECO and BGEthe Utility Registrants to incur incremental capital or

operating and maintenance expenditures to ensure their transmission lines meet NERC standards. Uncertainties exist as to the construction of new transmission facilities, their cost and how those costs will be allocated to transmission system participants and customers. In accordance with a FERC order and related settlement, PJM’s RTEP requires the costs of new transmission facilities to be allocated across the entire PJM footprint for new facilities greater than or equal to 500 kV, and requires costs of new facilities less than 500 kV to be allocated to the beneficiaries of the new facilities. Following a remand from the U.S. Court of Appeals for the Seventh Circuit, FERC reaffirmed its decision related to allocation of new facilities 500 kV and above. The U.S. Court of Appeals for the Seventh Circuit remanded this decision a second time. On December 18, 2014, FERC issued an order setting an evidentiary hearing and settlement proceeding regarding the issue of the cost allocation for facilities 500 kV and above. This FERC order only applies to facilities included in the PJM RTEP prior to February 1, 2013. For facilities subsequently approved, the costs of new facilities that are double circuit 345 kV or greater than or equal to 500 kV will be allocated 50% across the entire PJM footprint and 50% allocated to identified beneficiaries. Costs for all other facilities will be allocated to all identified beneficiaries. This later decision is subject to rehearing by FERC and possible appeal.

See Note 3—Regulatory Matters and Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.

The Registrants could be subject to adverse publicity and reputational risks, which make them vulnerable to negative customer perception and could lead to increased regulatory oversight or other consequences. (All Registrants)

The Registrants have large consumer customer bases and as a result could be the subject of public criticism focused on the operability of their assets and infrastructure and quality of their service. Adverse publicity of this nature could render legislatures and other governing bodies, public service commissions and other regulatory authorities, and government officials less likely to view energy companies such as Exelon and its subsidiaries in a favorable light, and could cause Exelon and its

subsidiaries to be susceptible to less favorable legislative and regulatory outcomes, as well as increased regulatory oversight and more stringent regulatory requirements. Unfavorable regulatory outcomes can include the enactment of more stringent laws and regulations governing Exelon’s operations, as well as fines, penalties or other sanctions or requirements. The imposition of any of the foregoing could have a material negative impact on the Registrants’ business, results of operations, cash flows and financial positions.

The Registrants cannot predict the outcome of the legal proceedings relating to their business activities. An adverse determination could have a material adverse effect onnegatively impact their results of operations, cash flows or financial positions and cash flows. (Exelon, Generation, ComEd, PECO and BGE)

position. (All Registrants)

The Registrants are involved in legal proceedings, claims and litigation arising out of their business operations, the most significant of which are summarized in Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. Adverse outcomes in these proceedings could require significant expenditures that could have a material adverse effect on the Registrants’ results of operations.

Generation maycould be negatively affected by possible Nuclear Regulatory Commission actions that could affect the operations and profitability of its nuclear generating fleet. (Exelon and Generation)

Regulatory risk. A change in the Atomic Energy Act or the applicable regulations or licenses maycould require a substantial increase in capital expenditures or maycould result in increased operating or decommissioning costs and significantly affect Generation’s results of operations or financial position. Events at nuclear plants owned by others, as well as those owned by Generation, maycould cause the NRC to initiate such actions.

As an example, prior to the Fukushima Daiichi accident on March 11, 2011, the NRC had been evaluating seismic risk. After the Fukushima Daiichi accident, the NRC’s focus on seismic risk intensified. As part of the NRC Near-Term Task Force (Task Force) review and evaluation of the Fukushima Daiichi accident, the Task Force recommended that plant operators conduct seismic reevaluations. In January 2012, the NRC released an updated seismic risk model that plant operators must use in performing the seismic reevaluations recommended by the Task Force. These reevaluations could result in the required implementation of additional mitigation strategies or modifications.

Spent nuclear fuel storage. The approval of a national repository for the storage of SNF, such as the one previously considered at Yucca Mountain, Nevada, and the timing of such facility opening, will

significantly affect the costs associated with storage of SNF, and the ultimate amounts received from the DOE to reimburse Generation for these costs. The NRC’s temporary storage rule (also referred to as the “waste confidence decision”) recognizes that licensees can safely store spent nuclear fuelSNF at nuclear power plants for up to 60 years beyond the original and renewed licensed operating life of the plants. In June 2012, the United States Court of Appeals for the DC Circuit vacated the NRC’s temporary storage rule on the grounds that the NRC should have conducted a more comprehensive environmental review to support the rule. On September 19, 2014, the NRC issued a revised rule codifying the NRC’s generic determinations regarding the environmental impacts of continued storage of spent nuclear fuel beyond a reactor’s licensed operating life. The Continued Storage Rule became effective on October 20, 2014.

Any regulatory action relating to the timing and availability of a repository for SNF maycould adversely affect Generation’s ability to decommission fully its nuclear units. Through May 15, 2014, in accordance with the NWPA and Generation’s contract with the DOE, Generation paid the DOE a fee per kWh of net nuclear generation for the cost of SNF disposal. On November 19, 2013, the United States Court of Appeals for the District of Columbia Circuit ordered the DOE to submit to Congress a proposal to reduce the current SNF disposal fee to zero, unless and until there is a viable disposal program. On January 3, 2014, the DOE filed a petition for rehearing which was denied by the D.C. Circuit Court on March 18, 2014. Also, on January 3, 2014, the DOE submitted a proposal to Congress to reduce the current SNF disposal fee to zero. On May 9, 2014, the DOE notified Generation that the SNF disposalThis fee was set to zero,discontinued effective May 16, 2014. Until such time as a new fee structure is in effect, Exelon and Generation will not accrue any further costs related to SNF disposal fees. Generation currently estimates 20252030 to be the earliest date when the DOE will begin accepting SNF, which could be delayed by further regulatory action. See Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on the spent nuclear fuelSNF obligation. Generation cannot predict what, if any, fee will be established in the future for SNF disposal. However, such a fee could be material to Generation’s results of operations andor cash flows.

License renewals. Generation cannot assure that economics will support the continued operation of the facilities for all or any portion of any renewed license period. If the NRC does not renew the operating licenses for Generation’s nuclear stations or a station cannot be operated through the end of its operating license, Generation’s results of operations could be adversely affected by increased depreciation rates, impairment charges and accelerated future decommissioning costs, since depreciation rates and decommissioning cost estimates currently include assumptions that license renewal will be received. In addition, Generation may lose revenue and incur increased fuel and purchased power expense to meet supply commitments.

Operational Factors

The Registrants’ employees, contractors, customers and the general public maycould be exposed to a risk of injury due to the nature of the energy industry. (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Employees and contractors throughout the organization work in, and customers and the general public maycould be exposed to, potentially dangerous environments near their operations. As a result, employees, contractors, customers and the general public are at some risk for serious injury, including loss of life. SignificantThese risks include nuclear accidents, dam failure, gas explosions, pole strikes and electric contact cases.

Natural disasters, war, acts and threats of terrorism, pandemic and other significant events may adversely affect Exelon’scould negatively impact the Registrants’ results of operations, itstheir ability to raise capital and itstheir future growth. (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Generation’s fleet of power plants and ComEd’s, PECO’s and BGE’sthe Utility Registrants’ distribution and transmission infrastructures could be affected by natural disasters, such as seismic activity, more frequent and more extreme weather events, changes in temperature and precipitation patterns, changes to ground and surface water availability, sea level rise and other related phenomena. Severe weather or other natural disasters could be destructive, which could result in increased costs, including supply chain costs. An extreme weather event within the Registrants’ service areas can also directly affect their capital assets, causing disruption in service to customers due to downed wires and poles or damage to other operating equipment. An example of such an event was the February 5, 2014 ice storm, which interrupted electric service delivery to customers in PECO’s service territory and resulted in significant restoration costs.

Another example of such an event includes the 9.0 magnitude earthquake and ensuing tsunami experienced by Japan on March 11, 2011, that seriously damaged the nuclear units at the Fukushima Daiichi Nuclear Power Station, which are operated by Tokyo Electric Power Co. Natural disasters and other significant events increase the risk to Generation that the NRC or other regulatory or legislative bodies maycould change the laws or regulations governing, among other things, operations, maintenance, licensed lives, decommissioning, SNF storage, insurance, emergency planning, security and environmental and radiological aspects.matters. In addition, natural disasters could affect the availability of a secure and economical supply of water in some locations, which is essential for Generation’s continued operation, particularly the cooling of generating units. Additionally, natural disasters and other events that have an adverse effect on the economy in general maycould adversely affect the Registrants’ operations and their ability to raise capital.

Exelon does not know theThe impact that potential terrorist attacks could have on the industry in general and on Exelon in particular.particular is uncertain. As owner-operators of infrastructure facilities, such as nuclear, fossil and hydroelectric generation facilities and electric and gas transmission and distribution facilities, the Registrants face a risk that their operations would be direct targets or indirect casualties of an act of terror. Any retaliatory military strikes or sustained military campaign maycould affect their operations in unpredictable ways, such as changes in insurance markets and disruptions of fuel supplies and markets, particularly oil. Furthermore, these catastrophic events could compromise the physical or cyber security of Exelon’s facilities, which could adversely affect Exelon’s ability to manage its business effectively. Instability in the financial markets as a result of terrorism, war, natural disasters, pandemic, credit crises, recession or other factors also maycould result in a decline in energy consumption, which maycould adversely affect the Registrants’ results of operations and its ability to raise capital. In addition, the implementation of security guidelines and measures has resulted in and is expected to continue to result in increased costs.

The Registrants wouldcould be significantly affected by the outbreak of a pandemic. Exelon has plans in place to respond to a pandemic. However, depending on the severity of a pandemic and the resulting impacts to workforce and other resource availability, the ability to operate itsExelon’s generating and transmission and distribution assets could be affected, resulting in decreased service levels and increased costs.

In addition, Exelon maintains a level of insurance coverage consistent with industry practices against property and casualty losses subject to unforeseen occurrences or catastrophic events that maycould damage or destroy assets or interrupt operations. However, there can be no assurance that the amount of insurance will be adequate to address such property and casualty losses.

Generation’s financial performance maycould be negatively affected by matters arising from its ownership and operation of nuclear facilities. (Exelon and Generation)

Nuclear capacity factors. Capacity factors for generating units, particularly capacity factors for nuclear generating units, significantly affect Generation’s results of operations. Nuclear plant operations involve substantial fixed operating costs but produce electricity at low variable costs due to nuclear fuel costs typically being lower than fossil fuel costs. Consequently, to be successful, Generation must consistently operate its nuclear facilities at high capacity factors. Lower capacity factors increase Generation’s operating costs by requiring Generation to produce additional energy from primarily its fossil facilities or purchase additional energy in the spot or forward markets in order to satisfy Generation’s obligations to committed third-party sales, including ComEd, PECO and BGE.the Utility Registrants. These sources generally have higher costs than Generation incurs to produce energy from its nuclear stations.

Nuclear refueling outages. In general, refueling outages are planned to occur once every 18 to 24 months. The total number of refueling outages, along with their duration, cancould have a significant impact on Generation’s results of operations. When refueling outages at wholly and co-owned plants last longer than anticipated or Generation experiences unplanned outages, capacity factors decrease and Generation faces lower margins due to higher energy replacement costs and/or lower energy sales.

Nuclear fuel quality. The quality of nuclear fuel utilized by Generation cancould affect the efficiency and costs of Generation’s operations. Certain of Generation’s nuclear units have previously had a limited number of fuel performance issues. Remediation actions could result in increased costs due to accelerated fuel amortization, increased outage costs and/or increased costs due to decreased generation capabilities.

Operational risk. Operations at any of Generation’s nuclear generation plants could degrade to the point where Generation has to shut down the plant or operate at less than full capacity. If this were to happen, identifying and correcting the causes maycould require significant time and expense. Generation maycould choose to close a plant rather than incur the expense of restarting it or returning the plant to full capacity. In either event, Generation maycould lose revenue and incur increased fuel and purchased power expense to meet supply commitments. In addition, Generation may not achieve the anticipated results under its series of planned power uprates across its nuclear fleet. For plants operated but not wholly owned by Generation, Generation maycould also incur liability to theco-owners. For plants not operated and not wholly owned by Generation, from which Generation receives a portion of the plants’ output, Generation’s results of operations are dependent on the operational performance of the operators and could be adversely affected by a significant event at those plants. Additionally, poor operating performance at nuclear plants not owned by Generation could result in increased regulation and reduced public support for nuclear-fueled energy, which could significantly affect Generation’s results of operations or financial position. In addition, closure of generating plants owned by others, or extended interruptions of generating plants or failure of transmission lines, could affect transmission systems that could adversely affect the sale and delivery of electricity in markets served by Generation.

Nuclear major incident risk. Although the safety record of nuclear reactors generally has been very good, accidents and other unforeseen problems have occurred both in the United States and abroad. The consequences of a major incident cancould be severe and include loss of life and property damage. Any resulting liability from a nuclear plant major incident within the United States, owned or operated by Generation or owned by others, maycould exceed Generation’s resources, including insurance coverage. Uninsured losses and other expenses, to the extent not recovered from insurers or the

nuclear industry, could be borne by Generation and could have a material adverse effect on Generation’s results of operations or financial position. Additionally, an accident or other significant

event at a nuclear plant within the United States or abroad, whether owned byGeneration or others, or Generation, maycould result in increased regulation and reduced public support for nuclear-fueled energy and significantly affect Generation’s results of operations or financial position.

Nuclear insurance. As required by the Price-Anderson Act, Generation carries the maximum available amount of nuclear liability insurance. The required amount of nuclear liability insurance is $375$450 million for each operating site. Claims exceeding that amount are covered through mandatory participation in a financial protection pool. In addition, the U.S. Congress could impose revenue-raising measures on the nuclear industry to pay claims exceeding the $13.6$13.4 billion limit for a single incident.

Generation is a member of an industry mutual insurance company, NEIL, which provides property and business interruption insurance for Generation’s nuclear operations. In previous years, NEIL has made distributions to its members but Generation cannot predict the level of future distributions or if they will occur at all. See Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional discussion of nuclear insurance.

Decommissioning. NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in certain minimum amounts at the end of the life of the facility to decommission the facility. Generation is required to provide to the NRC a biennial report by unit (annually for Generation’s two units that have been retired)retired and units that are within five years of retirement) addressing Generation’s ability to meet theNRC-estimated funding levels including scheduled contributions to and earnings on the decommissioning trust funds. The NRC funding levels are based upon the assumption that decommissioning will commence after the end of the current licensed life of each unit.

Forecasting trust fund investment earnings and costs to decommission nuclear generating stations requires significant judgment, and actual results maycould differ significantly from current estimates. The performance of capital markets also cancould significantly affect the value of the trust funds. Currently, Generation is making contributions to certain trust funds of the former PECO units based on amounts being collected by PECO from its customers and remitted to Generation. While Generation, through PECO, has recourse to collect additional amounts from PECO customers (subject to certain limitations and thresholds), it has no recourse to collect additional amounts from utility customers for any of its other nuclear units if there is a shortfall of funds necessary for decommissioning. If circumstances changed such that Generation would be unable to continue to make contributions to the trust funds of the former PECO units based on amounts collected from PECO customers, or if Generation no longer had recourse to collect additional amounts from PECO customers if there was a shortfall of funds for decommissioning, the adequacy of the trust funds related to the former PECO units maycould be negatively affected and Exelon’s and Generation’s results of operations andor financial position could be significantly affected. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Ultimately, if the investments held by Generation’s NDTs are not sufficient to fund the decommissioning of Generation’s nuclear units, Generation maycould be required to take steps, such as providing financial guarantees through letters of credit or parent company guarantees or making additional contributions to the trusts, which could be significant, to ensure that the trusts are adequately funded and that current and future NRC minimum funding requirements are met. As a result, Generation’s cash flows andor financial position maycould be significantly adversely affected. Additionally, if the pledged assets are not sufficient to fund the Zion station decommissioning activities under the Asset Sale Agreement (ASA), Generation maycould have to seek remedies available under the ASA to reduce the risk of default by ZionSolutions and its parent. See Note 15—16—Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information.

For nuclear units that are subject to regulatory agreements with either the ICC or the PAPUC, decommissioning-related activities are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. The offset of decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income results in an equal adjustment to the noncurrent payables to affiliates at Generation and an adjustment to the regulatory liabilities at Exelon. Likewise, ComEd and PECO have recorded an equal noncurrent affiliate receivable from Generation and a corresponding regulatory liability.

In the case of the nuclear units subject to the regulatory agreements with the ICC, if the funds held in the NDT funds for any former ComEd unit are expected to not exceed the total decommissioning obligation for that unit, the accounting to offset decommissioning-related activities in the Consolidated Statement of Operations and Comprehensive Income for that unit would be discontinued, the decommissioning-related activities would be recognized in the Consolidated Statements of Operations and Comprehensive Income and the adverse impact to Exelon’s and Generation’s results of operations and financial position could be material. Additionally, any remaining balances in noncurrent payables to affiliates at Generation and ComEd’s noncurrent affiliate receivable from Generation and corresponding regulatory liability may need to be reversed and could have a material impact on Generation’s Consolidated Statement of Operations and Comprehensive Income.

In the case of the nuclear units subject to the regulatory agreements with the PAPUC, any changes to the PECO regulatory agreements could impact Exelon’s and Generation’s ability to offset decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income, and the impact to Exelon’s and Generation’s results of operations and financial position could be material. Additionally, any remaining balances in noncurrent payables to affiliates at Generation and PECO’s noncurrent affiliate receivable from Generation and corresponding regulatory liability may need to be reversed and could have a material impact on Generation’s Consolidated Statement of Operations and Comprehensive Income.

Generation’s financial performance maycould be negatively affected by risks arising from its ownership and operation of hydroelectric facilities. (Exelon and Generation)

FERC has the exclusive authority to license mostnon-Federal hydropower projects located on navigable waterways, Federal lands or connected to the interstate electric grid. The license for the Conowingo Hydroelectric Project expires August 31, 2015, and the license for the Muddy Run Pumped Storage Project expires on December 1, 2055. The license for the Conowingo Hydroelectric Project expired September 1, 2015.2014. FERC issued an annual license, effective as of the expiration of the previous license. If FERC does not issue a license prior to the expiration of the annual license, the annual license will renew automatically. Generation cannot predict whether it will receive all the regulatory approvals for the renewed licenses of its hydroelectric facilities. If FERC does not issue new operating licenses for Generation’s hydroelectric facilities or a station cannot be operated through the end of its operating license, Generation’s results of operations could be adversely affected by increased depreciation rates and accelerated future decommissioning costs, since depreciation rates and decommissioning cost estimates currently include assumptions that license renewal will be received. Generation maycould also lose revenue and incur increased fuel and purchased power expense to meet supply commitments. In addition, conditions maycould be imposed as part of the license renewal process that maycould adversely affect operations, maycould require a substantial increase in capital expenditures or maycould result in increased operating costs and significantly affect Generation’s results of operations or financial position. Similar effects maycould result from a change in the Federal Power Act or the applicable regulations due to events at hydroelectric facilities owned by others, as well as those owned by Generation.

ComEd’s, PECO’s

The Registrants’ businesses are capital intensive, and BGE’stheir assets could require significant expenditures to maintain and are subject to operational failure, which could result in potential liability. (All Registrants)

The Registrants’ businesses are capital intensive and require significant investments by Generation in electric generating facilities and by the Utility Registrants in transmission and distribution infrastructure projects. These operational systems and infrastructure have been in service for many years. Equipment, even if maintained in accordance with good utility practices, is subject to operational failure, including events that are beyond the Registrants’ control, and could require significant expenditures to operate efficiently. The Registrants’ respective results of operations, financial condition, or cash flows could be adversely affected if they were unable to effectively manage their capital projects or raise the necessary capital. Furthermore, operational failure of electric or gas systems or infrastructure could result in potential liability if such failure results in damage to property or injury to individuals. See ITEM 1. BUSINESS for further information regarding the Registrants’ potential future capital expenditures.

The Utility Registrants’ operating costs, and customers’ and regulators’ opinions of ComEd, PECO and BGE, respectively,the Utility Registrants are affected by their ability to maintain the availability and reliability of their delivery and operational systems. (Exelon ComEd, PECO and BGE)

the Utility Registrants)

Failures of the equipment or facilities, including information systems, used in ComEd’s, PECO’s and BGE’sthe Utility Registrants’ delivery systems cancould interrupt the electric transmission and electric and natural gas delivery, which could negatively impact related revenues, and increase maintenance and capital expenditures. Equipment or facilities failures can be due to a number of factors, including weather or information systems failure. Specifically, if the implementation of advanced metering infrastructure, smart grid or other technologies in ComEd’s, PECO’s or BGE’sthe Utility Registrants’ service territory fail to perform as intended or are not successfully integrated with billing and other information systems, ComEd’s, PECO’s and BGE’s financial condition,the Utility Registrants’ results of operations, and cash flows or financial condition could be adversely affected.negatively impacted. Furthermore, if any of the financial, accounting, or other data processing systems fail or have other significant shortcomings, ComEd’s, PECO’s or BGE’sthe Utility Registrants’ financial results could be adversely affected.negatively impacted. If an employee causes the operational systems to fail, either as a result of inadvertent error or by deliberately tampering with or manipulating the operational systems, ComEd’s, PECO’s or BGE’sthe Utility Registrants’ financial results could also be adversely affected.negatively impacted. In addition, dependence upon automated systems maycould further increase the risk that operational system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect.

The aforementioned failures or those of other utilities, including prolonged or repeated failures, cancould affect customer satisfaction and the level of regulatory oversight and ComEd’s, PECO’s and BGE’sthe Utility Registrants’ maintenance and capital expenditures. Regulated utilities, which are required to provide service to all customers within their service territory, have generally been afforded liability protections against claims by customers relating to failure of service. Under Illinois law, however, ComEd cancould be required to pay damages to its customers in some circumstances involving extended outages affecting large numbers of its customers, and those damages could be material to ComEd’s results of operations andor cash flows. See Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding proceedings related to storm-related outages in ComEd’s service territory.

ComEd’s, PECO’s and BGE’sThe Utility Registrants’ respective ability to deliver electricity, their operating costs and their capital expenditures maycould be negatively affectedimpacted by transmission congestion. (Exelon, ComEd, PECOcongestion and BGE)

failures of neighboring transmission systems. (All Registrants)

Demand for electricity within ComEd’s, PECO’s and BGE’sthe Utility Registrants’ service areas could stress available transmission capacity requiring alternative routing or curtailment of electricity usage with consequent

effects on operating costs, revenues and results of operations. Also, insufficient availability of electric supply to meet customer demand could jeopardize ComEd’s, PECO’s and BGE’sthe Utility Registrants’ ability to comply with reliability standards and strain customer and regulatory agency relationships. As with all utilities, potential concerns over transmission capacity or generation facility retirements could result in PJM or FERC requiring ComEd, PECO and BGEthe Utility Registrant’s to upgrade or expand their respective transmission systems through additional capital expenditures.

The electricity transmission facilities of the Utility Registrants are interconnected with the transmission facilities of neighboring utilities and are part of the interstate power transmission grid that is operated by PJM RTO. Although PJM’s systems and operations are designed to ensure the reliable operation of the transmission grid and prevent the operations of one utility from having an adverse impact on the operations of the other utilities, there can be no assurance that service interruptions at other utilities will not cause interruptions in the Utility Registrants’ service areas. If the Utility Registrants were to suffer such a service interruption, it could have a negative impact on their and Exelon’s results of operations, cash flows and financial position.

The Registrants are subject to physical security and cybersecurity risks. (All Registrants)

The Registrants face physical security and cybersecurity risks as the owner-operators of generation, transmission and distribution facilities and as participants in commodities trading. Threat sources continue to seek to exploit potential vulnerabilities in the electric and natural gas utility industry associated with protection of sensitive and confidential information, grid infrastructure and other energy infrastructures, and such attacks and disruptions, both physical and cyber, are becoming increasingly sophisticated and dynamic. Continued implementation of advanced digital technologies increase the potentially unfavorable impacts of such attacks. A security breach of the physical assets or information systems of the Registrants, their competitors, interconnected entities in RTOs and ISOs, or regulators could impact the operation of the generation fleet and/or reliability of the transmission and distribution system or subject the Registrants to financial harm associated with theft or inappropriate release of certain types of information, including critical infrastructure information, sensitive customer, vendor and employee data, trading or other confidential data. The risk of these system-related events and security breaches occurring continues to intensify, and while we have been, and will likely continue to be, subjected to physical and cyber-attacks, to date we have not experienced a material breach or disruption to our network or information systems or our service operations. However, as such attacks continue to increase in sophistication and frequency, the Registrants may be unable to prevent all such attacks in the future. If a significant breach were to occur, the reputation of Exelon and its customer supply activities could be adversely affected, customer confidence in the Registrants or others in the industry could be diminished, or Exelon and its subsidiaries could be subject to legal claims, any of which could contribute to the loss of customers and have a negative impact on the business and/or results of operations. Moreover, the amount and scope of insurance maintained against losses resulting from any such events or security breaches may not be sufficient to cover losses or otherwise adequately compensate for any disruptions to business that could result. The Utility Registrants’ deployment of smart meters throughout their service territories could increase the risk of damage from an intentional disruption of the system by third parties. In addition, new or updated security regulations or unforeseen threat sources could require changes in current measures taken by the Registrants or their business operations and could adversely affect their results of operations, cash flows and financial position.

Failure to attract and retain an appropriately qualified workforce maycould negatively impact the Registrants’ results of operations. (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Certain events, such as an employee strike, loss of contract resources due to a major event, and an aging workforce without appropriate replacements, maycould lead to operating challenges and

increased costs for the Registrants. The challenges include lack of resources, loss of knowledge and a lengthy time period associated with skill development. In this case, costs, including costs for contractors to replace employees, productivity costs and safety costs, maycould arise. The Registrants are particularly affected due to the specialized knowledge required of the technical and support employees for their generation, transmission and distribution operations. If the Registrants are unable to successfully attract and retain an appropriately qualified workforce, their results of operations could be negatively affected.

The Registrants are subject to physical and information security risks. (Exelon, Generation, ComEd, PECO and BGE)

impacted.

The Registrants face physical and information security risks as the owner-operators of generation, transmission and distribution facilities. A security breach of the physical assets or information systems of the Registrants, their competitors, RTOs and ISOs, or regulators could impact the operation of the generation fleet and/or reliability of the transmission and distribution system or subject the Registrants to financial harm associated with theft or inappropriate release of certain types of information, including sensitive customer data. If a significant breach occurred, the reputation of Exelon and its customer supply activities may be adversely affected, customer confidence in the Registrants or others in the industry may be diminished, or Exelon and its subsidiaries may be subject to legal claims, any of which may contribute to the loss of customers and have a negative impact on the business and/or results of operations. ComEd’s, PECO’s and BGE’s deployment of smart meters throughout their service territories may increase the risk of damage from an intentional disruption of the system by third parties. As with most companies in today’s environment, Exelon experiences attempts by hackers to infiltrate its corporate network. To date there have been no infiltrations that have resulted in loss of data or any significant effects on business operations. Exelon utilizes a dedicated team of cyber security professionals to ensure the protection of its information and ability to conduct business operations. Despite the measures taken by the Registrants to prevent a security breach, the Registrants cannot accurately assess the probability that a security breach may occur and are unable to quantify the potential impact of such an event. In addition, new or updated security regulations could require changes in current measures taken by the Registrants or their business operations and could adversely affect their results of operations, cash flows and financial position.

The Registrants may make investments in new business initiatives, including initiatives mandated by regulators, and markets that may not be successful, and acquisitions maycould not achieve the intended financial results. (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Generation continuescould continue to pursue growth in its existing businesses and markets and further diversification across the competitive energy value chain. Generation is pursuingThis could include investment opportunities in renewables, development of natural gas generation, distributed generation, potential expansion of the existing natural gas and oil Upstream and wholesale gas businesses and entry into liquefied natural gas. Such initiatives maycould involve significant risks and uncertainties, including distraction of management from current operations, inadequate return on capital, and unidentified issues not discovered in the diligence performed prior to launching an initiative or entering a market. As these markets mature, there maycould be new market entrants or expansion by established competitors that increase competition for customers and resources. Additionally, it is possible that FERC, state public utility commissions or others maycould impose certain other restrictions on such transactions. All of these factors could result in higher costs or lower revenues than expected, resulting in lower than planned returns on investment.

ComEd, PECO and BGEThe Utility Registrants face risks associated with their regulatory-mandated Smart Grid initiatives. These risks include, but are not limited to, cost recovery, regulatory concerns, cyber securitycybersecurity and obsolescence of technology. Due to these risks, no assurance can be given that such initiatives will be successful and will not have a material adverse effect on ComEd’s, PECO’s or BGE’sthe Utility Registrants’ financial results.

Risks Related to the PendingPHI Merger with PHI

Exelon and PHI may encounter difficulties in satisfying the conditions for the completion of the Merger and the MergerThe merger may not achieve its anticipated results, and Exelon could be completed withinunable to integrate the expected time frame or at all.

Consummationoperations of the Merger is subject to the satisfaction or waiver of specified closing conditions, including (1) the approval of the Merger by the holders of a majority of the outstanding shares of the PHI common stock, (2) the receipt of regulatory approvals required to consummate the Merger, (3) the expiration or termination of the applicable waiting period under the HSR Act and (4) other customary closing conditions, including (a) the accuracy of each party’s representations and warranties (subject to customary materiality qualifiers) and (b) each party’s compliance with its obligations and covenants contained in the Merger Agreement. In addition, the obligation of Exelon to consummate the Merger is subject to the required regulatory approvals not, individually or in the aggregate, imposing terms, conditions, obligations or commitments that constitute a burdensome condition (as defined in the Merger Agreement).

In addition, conditions to the completion of the Merger may fail to be satisfied. Exelon or PHI may terminate the Merger Agreement if the Merger is not completed by July 29, 2015 except that, under certain circumstances, the date may be extended by Exelon or PHI to October 29, 2015. See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information regarding the status of the merger.

The Merger is subject to the receipt of consent or approval from governmental entities that could delay the completion of the Merger or impose conditions that could have a material adverse effect on the combined company or that could cause abandonment of the Merger.

Completion of the Merger is conditioned upon the receipt of consents, orders, approvals or clearances, to the extent required, from the FERC, the FCC, the District of Columbia Public Service Commission, and the public utility commissions or similar entities in certain states in which the companies operate, including the Delaware Public Service Commission, MDPSC, the New Jersey Board of Public Utilities and the Virginia Department of Public Utilities. The Merger is also subject to

review by the DOJ Antitrust Division, under the HSR Act, and the expiration or earlier termination of the waiting period (and any extension of the waiting period) applicable to the Merger is a condition to closing the Merger. See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information regarding the status of regulatory approvals.

manner expected. (Exelon)

Exelon and PHI have proposed conditions for approvalentered into the merger agreement with the expectation that the merger will result in some ofvarious benefits, including, among other things, cost savings and operating efficiencies. Achieving the regulatory filings that have been made and may subsequently propose or agree to further conditions, even if such conditions could have an adverse effect on Exelon, PHI or the combined company.

Exelon cannot provide assurance that all required regulatory consents or approvals will be obtained or that these consents or approvals will not contain terms, conditions or restrictions that would be detrimental to the combined company after the completion of the Merger. The Merger Agreement generally permits Exelon to terminate the Merger Agreement if the final terms of any of the required regulatory consents or approvals include burdensome conditions (as defined in the Merger Agreement). Any substantial delay in obtaining satisfactory approvals or the imposition of any terms or conditions in connection with such approvals could cause a material reduction in the expectedanticipated benefits of the Merger.merger is subject to a number of uncertainties, including whether the businesses of Exelon and PHI can be integrated in an efficient, effective and timely manner.

It is possible that the integration process could take longer than anticipated and could result in the loss of valuable employees, the disruption of Exelon’s businesses, processes and systems or inconsistencies in standards, controls, procedures, practices and policies, any of which could adversely affect the combined company’s ability to achieve the anticipated benefits of the merger as and when expected. Exelon could have difficulty addressing possible differences in corporate cultures and management philosophies. Failure to obtain regulatory approval mayachieve these anticipated benefits could result in increased costs and could adversely affect Exelon’s payment of a reverse termination fee.future business, financial condition, operating results and prospects.

If the Merger Agreement is terminated under certain circumstances dueThe merger may not be accretive to the failureearnings and could cause dilution to obtain regulatory approvals, the failure to obtain regulatory approvals without burdensome conditions, or the breach by Exelon of its obligations in respect of obtaining regulatory approvals, Exelon will be required to pay PHI a reverse termination fee of up to $180 million,Exelon’s earnings per share, which would occur by means of PHI’s election to redeem the outstanding nonvoting preferred securities purchased by Exelon in connection with the execution of the Merger Agreement for no consideration other than the nominal par value of the stock.

Failure to complete the Merger could negatively affect the sharemarket price of Exelon’s common stock. (Exelon)

The timing and amount of accretion expected could be significantly adversely affected by a number of uncertainties, including market conditions, risks related to Exelon’s businesses and whether

the future business of PHI is integrated in an efficient and financial results of Exelon.

Completioneffective manner. Exelon also could encounter additional transaction and integration-related costs, could fail to realize all of the Merger is not assured and is subject to risks, includingbenefits anticipated in the risks that approval of the transaction by governmental agencies will not be obtainedmerger or that certain other closing conditions will not be satisfied. If the Merger is not completed, the ongoing businesses of Exelon may be adversely affected and Exelon will be subject to several risks, including:

having to pay certain significant costs relating toother factors that affect preliminary estimates. Any of these factors could cause a decrease in Exelon’s adjusted earnings per share or decrease or delay the Merger without receiving the benefitsexpected accretive effect of the Merger, including,merger and contribute to a decrease in certain circumstances, a termination fee of up to $180 million payable by Exelon to PHI under certain circumstances; and

the share price of Exelon’s common stock.

Exelon may decline ifcould incur unexpected transaction fees and to the extent that the current market prices reflect an assumption by the market that the Merger will be completed.

Exelon and PHI have incurred and will incur significant transaction and Merger-relatedmerger-related costs in connection with the Merger.merger. (Exelon, PHI, Pepco, DPL and ACE)

Exelon is incurring costs to combine the operations of Exelon, PHI and its subsidiaries. Exelon and PHI have incurred and expect tocould incur additional non-recurring costs associated with combining the operations of the two companies. Most of these costs will be transaction costs, including fees paid to financial and legal advisors related to the Merger and related financing arrangements, and employment-related costs, including change-in- control related payments made to certain PHI executives. In addition, if the closing of the Merger is materially delayed, Exelon may be required to pay financing costs without having realized any benefits from the Merger during the period of delay.

Exelon will also incur transaction fees and costs related to formulating integration plans. Additional unanticipated costs may be incurred in the integration of the businesses of the two companies’ businesses.companies. Although Exelon expectsand PHI expect that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will exceedoffset the incremental transaction and Merger-relatedmerger-related costs over time, the combined company may not achieve this net benefit may not be achieved in the near term, or at all.

Exelon may not realize the expected benefits of the Merger because of integration difficulties and other challenges.

The success of the PHI acquisition will depend, in part, on Exelon’s ability to realize all or some of the anticipated benefits from integrating PHI’s business with Exelon’s existing businesses. The integration process may be complex, costly and time-consuming. The challenges associated with integrating the operations of PHI’s business include, among others:

delay in implementation of our business plan for the combined business;

unanticipated issues or costs in integrating financial, information technology, communications and other systems;

possible inconsistencies in standards, controls, procedures and policies, and compensation structures between PHI’ s structure and our structure;

unanticipated changes in applicable laws and regulations;

difficulties in retention of key employees;

operating risks inherent in PHI’s business and our business; and

unexpected regulatory requirements.

Exelon and PHI will be subject to various uncertainties while the Merger is pending that may adversely affect their ability to attract and retain key employees, and potentially affect the company’s financial results.

Uncertainty about the effect of the Merger on employees, suppliers and customers may have an adverse effect on Exelon and/or PHI. These uncertainties may impair Exelon’s and/or PHI’s ability to attract, retain and motivate key personnel until the Merger is completed and for a period of time thereafter, as employees and prospective employees may experience uncertainty about their future roles with the combined company. In addition, current and prospective Exelon and PHI employees may determine that they do not desire to work for the combined company for a variety of possible reasons.

The Merger may divert attention of management at Exelon and PHI, which could detract from efforts to meet business goals.

The pursuit of the Merger and the preparation for the integration may place a burden on management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could affect Exelon’s and/or PHI’s financial results. The process of integrating the operations of PHI may require a disproportionate amount of resources and management attention. Exelon’s future operations and cash flows will depend to a significant degree upon Exelon’s ability to operate PHI efficiently, achieve the strategic operating objectives for the business and realize cost savings and synergies. Exelon’s management team may encounter unforeseen difficulties in managing the integration. In order to successfully integrate PHI, Exelon’s management team will need to focus on realizing anticipated synergies and cost savings on a timely basis while maintaining the efficiency of operations. Any substantial diversion of management attention could affect Exelon’s ability to achieve operational, financial and strategic objectives.

We are obligated to complete the Merger whether or not we have obtained the required financing.

Exelon intends to fund the cash consideration in the Merger using a combination of approximately $3.5 billion of debt, up to $1.0 billion in cash from asset sales, and the remainder through issuance of equity (including mandatory convertible securities). See Note 4—Mergers, Acquisitions, and Dispositions and Note 13—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information regarding the merger financing.

The combined company’s assets, liabilities or results of operations could be adversely affected by unknown or unexpected events, conditions or actions that might occur at PHI prior to the closing of the Merger.

The PHI assets, liabilities, business, financial condition, cash flows, operating results and prospects to be acquired or assumed by Exelon by reason of the merger could be adversely affected before or after the Merger closing as a result of previously unknown events or conditions occurring or existing before the Merger closing. Adverse changes in PHI’s business or operations could occur or arise as a result of actions by PHI, legal or regulatory developments including the emergence or unfavorable resolution of pre-acquisition loss contingencies, deteriorating general business, market, industry or economic conditions, and other factors both within and beyond the control of PHI. A significant decline in the value of PHI assets to be acquired by Exelon or a significant increase in PHI liabilities to be assumed by Exelon could adversely affect the combined company’s future business, financial condition, cash flows, operating results and prospects.

Exelon may record goodwill that could become impaired and adversely affect its operating results.

In accordance with GAAP, the Merger will be accounted for as an acquisition of PHI common stock by Exelon and will follow the acquisition method of accounting for business combinations. The assets and liabilities of PHI will be consolidated with those of Exelon. The excess of the purchase price over the fair values of PHI’s assets and liabilities, if any, will be recorded as goodwill.

The amount of goodwill, which could be material, will be allocated to the appropriate reporting units of the combined company. Exelon is required to assess goodwill for impairment at least annually by comparing the fair value of reporting units to the carrying value of those reporting units. To the extent the carrying value of any of those reporting units is greater than the fair value, a second step comparing the implied fair value of goodwill to the carrying amount would be required to determine if the goodwill is impaired. Such a potential impairment could result in a material non-cash charge that would have a material impact on Exelon’s future operating results and consolidated balance sheet.

Legal proceedings in connection with the Merger, the outcomes of which are uncertain, could delay or prevent the completion of the Merger.

One of the conditions to the closing of the Merger is that no judgment (whether preliminary, temporary or permanent) or other order by any court or other governmental entity shall be in effect that restrains, enjoins or otherwise prohibits or makes illegal the consummation of the Merger.

PHI and its directors have been named as defendants in purported class action lawsuits filed on behalf of named plaintiffs and other public stockholders challenging the proposed Merger and seeking, among other things, to enjoin the defendants from consummating the Merger on the agreed-upon terms. Exelon has been named as a defendant in these lawsuits. Exelon has also been named in a federal court case with similar claims. In September 2014, the parties reached a proposed settlement which is subject to court approval. Final court approval of the proposed settlement is not expected to occur until the second quarter of 2015, at the earliest.

If a plaintiff in these or any other litigation claims that may be filed in the future is successful in obtaining an injunction prohibiting the parties from completing the Merger on the terms contemplated by the Merger Agreement, the injunction may prevent the completion of the Merger in the expected time frame or altogether. If completion of the Merger is prevented or delayed, it could result in substantial costs to Exelon. In addition, Exelon could incur significant costs in connection with the lawsuits, including costs associated with the indemnification of PHI’s directors and officers.

Private parties who may believe they are adversely affected by the Merger and individual states may bring legal actions under the antitrust laws in certain circumstances or intervene in regulatory proceedings. Although Exelon and PHI believe the completion of the Merger will not conflict with any antitrust law, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if a challenge is made, what the result will be. Under the Merger Agreement, Exelon and PHI have agreed to use their reasonable best efforts to obtain all regulatory clearances necessary to complete the Merger as promptly as practicable. In addition, in order to complete the Merger, Exelon and PHI may be required to comply with conditions, terms, obligations or restrictions imposed by regulatory agencies and any such conditions, terms, obligations or restrictions may have the effect of delaying completion of the Merger, imposing additional material costs on or materially limiting Exelon’s revenues after the completion of the Merger, or otherwise reducing the anticipated benefits from the Merger. In addition, any such conditions, terms, obligations or restrictions could result in the delay or abandonment of the Merger.

The Merger may be completed on terms different from those contained in the Merger Agreement.

Prior to the completion of the Merger, Exelon and PHI may, by their mutual agreement, amend or alter the terms of the Merger Agreement, including with respect to, among other things, the Merger consideration to be received by PHI stockholders or any covenants or agreements with respect to the parties’ respective operations pending completion of the Merger. In addition, Exelon may choose to waive requirements of the Merger Agreement, including some conditions to closing of the Merger. Any such amendments, alterations or waivers may have negative consequences to Exelon.

Risks Related to the Merger with Constellation

Exelon may encounter unexpected difficulties or costs in meeting commitments it made under various orders and agreements associated with regulatory approvals for the Constellation merger.

PHI Merger. (Exelon, PHI, Pepco, DPL and ACE)

As a result of the process to obtain regulatory approvals required for the Constellation merger,PHI Merger, Exelon is committed to various programs, contributions investments and market mitigation measuresinvestments in several settlement agreements and regulatory approval orders.orders, one of which may remain subject to the “most favored nation” reconciliation process. It is possible that Exelon maycould encounter delays, unexpected difficulties, or additional costs in meeting these commitments in compliance with the terms of the relevant agreements and orders. Failure to fulfill the commitments in accordance with their terms could result in increased costs or result in penalties or fines that could adversely affect Exelon’s, PHI’s, Pepco’s, DPL’s and ACE’s financial position and operating results.

 

ITEM 1B.UNRESOLVED STAFF COMMENTS

Exelon, Generation, ComEd, PECO and BGE

All Registrants

None.

ITEM 2.PROPERTIES

Generation

The following table describes Generation’s interests in net electric generating capacity by station at December 31, 2014:2016:

 

Station (a)

 

Region

 

Location

 

No. of

Units

 Percent
Owned (b)
 Primary
Fuel Type
 Primary
Dispatch
Type(c)
 Net
Generation
Capacity (MW) (d)
  

Region

 

Location

 No. of
Units
 Percent
Owned (b)
 Primary
Fuel Type
 Primary
Dispatch
Type(c)
 Net
Generation
Capacity (MW) (d)
 

Braidwood

  Midwest   Braidwood, IL   2    Uranium   Base-load   2,383  

Byron

  Midwest   Byron, IL   2    Uranium   Base-load   2,347  

LaSalle

  Midwest   Seneca, IL   2    Uranium   Base-load   2,320  

Dresden

  Midwest   Morris, IL   2    Uranium   Base-load   1,845  

Quad Cities

  Midwest   Cordova, IL   2   75   Uranium   Base-load    1,403(f) 

Clinton

  Midwest   Clinton, IL   1    Uranium   Base-load   1,069  

Michigan Wind 2

  Midwest   Sanilac Co., MI   50    Wind   Base-load   90  

Beebe

  Midwest   Gratiot Co., MI   34    Wind   Base-load   82  

Michigan Wind 1

  Midwest   Huron Co., MI   46    Wind   Base-load   69  

Harvest 2

  Midwest   Huron Co., MI   33    Wind   Base-load   59  

Harvest

  Midwest   Huron Co., MI   32    Wind   Base-load   53  

Beebe 1B

  Midwest   Gratiot Co., MI   21    Wind   Base-load   50  

Ewington

  Midwest   Jackson Co., MN   10   99   Wind   Base-load    20(f) 

Marshall

  Midwest   Lyon Co., MN   9   99   Wind   Base-load    19(f) 

City Solar

  Midwest   Chicago, IL   1    Solar   Base-load   9  

AgriWind

  Midwest   Bureau Co., IL   4   99   Wind   Base-load    8(f) 

Cisco

  Midwest   Jackson Co., MN   4   99   Wind   Base-load    8(f) 

CP Windfarm

  Midwest   Faribault Co., MN   2    Wind   Base-load   4  

Blue Breezes

  Midwest   Faribault Co., MN   2    Wind   Base-load   3  

Solar Ohio

  Midwest   Toledo, OH   3    Solar   Base-load   3  

Southeast Chicago

  Midwest   Chicago, IL   8    Gas   Peaking   296  

Clinton Battery Storage

  Midwest   Blanchester, OH   1    Energy Storage   Peaking   10  
       

 

 

Total Midwest

       12,150  

Limerick

  Mid-Atlantic    Sanatoga, PA   2   Uranium    Base-load    2,317   Mid-Atlantic   Sanatoga, PA   2    Uranium   Base-load   2,317  

Peach Bottom

  Mid-Atlantic    Delta, PA   2  50    Uranium    Base-load    1,165(f)  Mid-Atlantic   Delta, PA   2   50   Uranium   Base-load    1,301(f) 

Salem

  Mid-Atlantic    
 
Lower Alloways Creek
Township, NJ
  
  
 2  42.59    Uranium    Base-load    1,005(f)  Mid-Atlantic    
 
Lower Alloways Creek
Township, NJ
  
  
 2   42.59   Uranium   Base-load    1,005(f) 

Calvert Cliffs

  Mid-Atlantic    Lusby, MD   2  50.01    Uranium    Base-load    878(f)(g)  Mid-Atlantic   Lusby, MD   2   50.01   Uranium   Base-load    879(f)(g) 

Three Mile Island

  Mid-Atlantic    Middletown, PA   1   Uranium    Base-load    837   Mid-Atlantic   Middletown, PA   1    Uranium   Base-load   837  

Oyster Creek

  Mid-Atlantic    Forked River, NJ   1   Uranium    Base-load    625(e)  Mid-Atlantic   Forked River, NJ   1    Uranium   Base-load    625(e) 

Conowingo

  Mid-Atlantic    Darlington, MD   11   Hydroelectric    Base-load    572   Mid-Atlantic   Darlington, MD   11    Hydroelectric   Base-load   572  

Criterion

  Mid-Atlantic    Oakland, MD   28   Wind    Base-load    70   Mid-Atlantic   Oakland, MD   28    Wind   Base-load   70  

Fourmile

  Mid-Atlantic    Garrett County, MD   16   Wind    Base-load    40   Mid-Atlantic   Garrett County, MD   16    Wind   Base-load   40  

Fair Wind

 Mid-Atlantic   Garrett County, MD   12    Wind   Base-load   30  

Solar Maryland MC

 Mid-Atlantic   Various, MD   16    Solar   Base-load   28  

Solar New Jersey 1

 Mid-Atlantic   Various, NJ   6    Solar   Base-load   18  

Solar Horizons

  Mid-Atlantic    Emmitsburg, MD   1   Solar    Base-load    14   Mid-Atlantic   Emmitsburg, MD   1    Solar   Base-load   16  

Solar New Jersey 2

  Mid-Atlantic    Various, NJ   2   Solar    Base-load    9   Mid-Atlantic   Various, NJ   2    Solar   Base-load   11  

Solar New Jersey 1

  Mid-Atlantic    Various, NJ   4   Solar    Base-load    8  

Solar Maryland

  Mid-Atlantic    Various, MD   9   Solar    Base-load    7   Mid-Atlantic   Various, MD   10    Solar   Base-load   9  

Solar Maryland 2

 Mid-Atlantic   Various, MD   3    Solar   Base-load   8  

Solar Federal

  Mid-Atlantic    Trenton, NJ   1   Solar    Base-load    4   Mid-Atlantic   Trenton, NJ   1    Solar   Base-load   5  

Solar Maryland 2

  Mid-Atlantic    Pocomoke, MD   2   Solar    Base-load    3  

Solar New Jersey 3

  Mid-Atlantic    Middle Township, NJ   5   Solar    Base-load    1   Mid-Atlantic   Middle Township, NJ   5    Solar   Base-load   2  

Solar DC

 Mid-Atlantic   District of Columbia   1    Solar   Base-load   1  

Muddy Run

  Mid-Atlantic    Drumore, PA   8   Hydroelectric    Intermediate    1,070   Mid-Atlantic   Drumore, PA   8    Hydroelectric   Intermediate   1,070  

Eddystone 3, 4

  Mid-Atlantic    Eddystone, PA   2   Oil/Gas    Intermediate    760   Mid-Atlantic   Eddystone, PA   2    Oil/Gas   Intermediate   760  

Perryman

 Mid-Atlantic   Aberdeen, MD   5    Oil/Gas   Peaking   412  

Croydon

  Mid-Atlantic    West Bristol, PA   8   Oil    Peaking    391   Mid-Atlantic   West Bristol, PA   8    Oil   Peaking   391  

Perryman

  Mid-Atlantic    Belcamp, MD   5   Oil/Gas    Peaking    353  

Handsome Lake

  Mid-Atlantic    Kennerdell, PA   5   Gas    Peaking    268   Mid-Atlantic   Kennerdell, PA   5    Gas   Peaking   268  

Riverside

  Mid-Atlantic    Baltimore, MD   3   Oil/Gas    Peaking    113(h) 

Notch Cliff

 Mid-Atlantic   Baltimore, MD   8    Gas   Peaking   117  

Westport

  Mid-Atlantic    Baltimore, MD   1   Gas    Peaking    115   Mid-Atlantic   Baltimore, MD   1    Gas   Peaking   116  

Notch Cliff

  Mid-Atlantic    Baltimore, MD   8   Gas    Peaking    118  

Richmond

  Mid-Atlantic    Philadelphia, PA   2   Oil    Peaking    98   Mid-Atlantic   Philadelphia, PA   2    Oil   Peaking   98  

Gould Street

  Mid-Atlantic    Baltimore, MD   1   Gas    Peaking    97   Mid-Atlantic   Baltimore, MD   1    Gas   Peaking   97  

Philadelphia Road

  Mid-Atlantic    Baltimore, MD   4   Oil    Peaking    61  

Eddystone

  Mid-Atlantic    Eddystone, PA   4   Oil    Peaking    60  

Fairless Hills

  Mid-Atlantic    Fairless Hills, PA   2   Landfill Gas    Peaking    60  

Delaware

  Mid-Atlantic    Philadelphia, PA   4   Oil    Peaking    56  

Southwark

  Mid-Atlantic    Philadelphia, PA   4   Oil    Peaking    52  

Falls

  Mid-Atlantic    Morrisville, PA   3   Oil    Peaking    51  

Moser

  Mid-Atlantic    Lower PottsgroveTwp., PA   3   Oil    Peaking    51  

Chester

  Mid-Atlantic    Chester, PA   3   Oil    Peaking    39  

Schuylkill

  Mid-Atlantic    Philadelphia, PA   2   Oil    Peaking    30  

Salem

  Mid-Atlantic    Lower Alloways Creek Twp, NJ   1  42.59    Oil    Peaking    16(f) 

Pennsbury

  Mid-Atlantic    Morrisville, PA   2   Landfill Gas    Peaking    6  
       

 

 

Total Mid-Atlantic

        11,420  

Braidwood

  Midwest    Braidwood, IL   2   Uranium    Base-load    2,378  

LaSalle

  Midwest    Seneca, IL   2   Uranium    Base-load    2,327  

Byron

  Midwest    Byron, IL   2   Uranium    Base-load    2,344  

Dresden

  Midwest    Morris, IL   2   Uranium    Base-load    1,845  

Quad Cities

  Midwest    Cordova, IL   2  75    Uranium    Base-load    1,403(f) 

Clinton

  Midwest    Clinton, IL   1   Uranium    Base-load    1,069  

Michigan Wind 2

  Midwest    Sanilac Co., MI   50   Wind    Base-load    90  

Station (a)

 

Region

 

Location

 

No. of

Units

 Percent
Owned (b)
 Primary
Fuel Type
 Primary
Dispatch
Type(c)
 Net
Generation
Capacity (MW) (d)
  

Region

 

Location

 No. of
Units
 Percent
Owned (b)
 Primary
Fuel Type
 Primary
Dispatch
Type(c)
 Net
Generation
Capacity (MW) (d)
 

Beebe

  Midwest    Gratiot Co., MI   34   Wind    Base-load    81  

Michigan Wind 1

  Midwest    Huron Co., MI   46   Wind    Base-load    69  

Harvest 2

  Midwest    Huron Co., MI   33   Wind    Base-load    59  

Harvest

  Midwest    Huron Co., MI   32   Wind    Base-load    53  

Beebe 1B

  Midwest    Gratiot Co., MI   21   Wind    Base-load    50  

Ewington

  Midwest    Jackson Co., MN   10  99    Wind    Base-load    21(f) 

Marshall

  Midwest    Lyon Co., MN   9  99    Wind    Base-load    19(f) 

City Solar

  Midwest    Chicago, IL   1   Solar    Base-load    8  

Norgaard

  Midwest    Lincoln Co., MN   7  99    Wind    Base-load    9(f) 

AgriWind

  Midwest    Bureau Co., IL   4  99    Wind    Base-load    8(f) 

Cisco

  Midwest    Jackson Co., MN   4  99    Wind    Base-load    8(f) 

Wolf

  Midwest    Nobles Co., MN   5  99    Wind    Base-load    6(f) 

CP Windfarm

  Midwest    Faribault Co., MN   2   Wind    Base-load    4  

Blue Breezes

  Midwest    Faribault Co., MN   2   Wind    Base-load    3  

Cowell

  Midwest    Pipestone Co., MN   1  99    Wind    Base-load    2(f) 

Solar Ohio

  Midwest    Toledo, OH   2   Solar    Base-load    1  

Southeast Chicago

  Midwest    Chicago, IL   8   Gas    Peaking    296  

Philadelphia Road

 Mid-Atlantic   Baltimore, MD   4    Oil   Peaking   61  

Eddystone

 Mid-Atlantic   Eddystone, PA   4    Oil   Peaking   60  

Fairless Hills

 Mid-Atlantic   Fairless Hills, PA   2    Landfill Gas   Peaking   60  

Delaware

 Mid-Atlantic   Philadelphia, PA   4    Oil   Peaking   56  

Southwark

 Mid-Atlantic   Philadelphia, PA   4    Oil   Peaking   52  

Falls

 Mid-Atlantic   Morrisville, PA   3    Oil   Peaking   51  

Moser

  Mid-Atlantic    
 
Lower
PottsgroveTwp., PA
  
  
  3     Oil    Peaking    51  

Riverside

 Mid-Atlantic   Baltimore, MD   2    Oil/Gas   Peaking   39  

Chester

 Mid-Atlantic   Chester, PA   3    Oil   Peaking   39  

Schuylkill

 Mid-Atlantic   Philadelphia, PA   2    Oil   Peaking   30  

Salem

 Mid-Atlantic    
 
Lower Alloways Creek
Twp, NJ
  
  
 1   42.59   Oil   Peaking    16(f) 

Pennsbury

 Mid-Atlantic   Morrisville, PA   2    Landfill Gas   Peaking   6  
       

 

        

 

 

Total Midwest

        12,153  

TotalMid-Atlantic

       11,624  

Whitetail

  ERCOT    Laredo, TX   57   Wind    Base-load    91   ERCOT   Webb County, TX   57    Wind   Base-load   91  

Sendero

 ERCOT    
 
Jim Hogg and Zapata
County, TX
  
  
 39    Wind   Base-load   78  

Wolf Hollow 1, 2, 3

  ERCOT    Granbury, TX   3   Gas    Intermediate    704   ERCOT   Granbury, TX   3    Gas   Intermediate   705  

Mountain Creek 8

  ERCOT    Dallas, TX   1   Gas    Intermediate    565   ERCOT   Dallas, TX   1    Gas   Intermediate   568  

Colorado Bend

  ERCOT    Wharton, TX   6   Gas    Intermediate    498   ERCOT   Wharton, TX   6    Gas   Intermediate   468  

Quail Run

  ERCOT    Odessa, TX   6   Gas    Intermediate    488(i) 

Handley 3

  ERCOT    Fort Worth, TX   1   Gas    Intermediate    395   ERCOT   Fort Worth, TX   1    Gas   Intermediate   395  

Handley 4, 5

  ERCOT    Fort Worth, TX   2   Gas    Peaking    870   ERCOT   Fort Worth, TX   2    Gas   Peaking   870  

Mountain Creek 6, 7

  ERCOT    Dallas, TX   2   Gas    Peaking    240   ERCOT   Dallas, TX   2    Gas   Peaking   240  

LaPorte

  ERCOT    Laporte, TX   4   Gas    Peaking    152   ERCOT   Laporte, TX   4    Gas   Peaking   152  
       

 

        

 

 

Total ERCOT

        4,003         3,567  

Solar Massachusetts

 New England   Various, MA   11    Solar   Base-load   5  

Holyoke Solar

  New England    Various, MA   2   Solar    Base-load    4   New England   Various, MA   2    Solar   Base-load   5  

Solar Massachusetts

  New England    Various, MA   15   Solar    Base-load    7  

Solar Net Metering

  New England    Uxbridge, MA   1   Solar    Base-load    2   New England   Uxbridge, MA   1    Solar   Base-load   2  

Solar Connecticut

  New England    Various, CT   2   Solar    Base-load    1   New England   Various, CT   3    Solar   Base-load   2  

Mystic 8, 9

  New England    Charlestown, MA   6   Gas    Intermediate    1,418   New England   Charlestown, MA   6    Gas   Intermediate   1,415  

Mystic 7

  New England    Charlestown, MA   1   Oil/Gas    Intermediate    575   New England   Charlestown, MA   1    Oil/Gas   Intermediate   575  

Wyman

  New England    Yarmouth, ME   1  5.9    Oil    Intermediate    36(f)  New England   Yarmouth, ME   1   5.9   Oil   Intermediate    36(f) 

Medway

  New England    West Medway, MA   3   Oil/Gas    Peaking    117  

West Medway

 New England   West Medway, MA   3    Oil/Gas   Peaking   124  

Framingham

  New England    Framingham, MA   3   Oil    Peaking    33   New England   Framingham, MA   3    Oil   Peaking   31  

New Boston

  New England    South Boston, MA   1   Oil    Peaking    16  

Mystic Jet

  New England    Charlestown, MA   1   Oil    Peaking    9   New England   Charlestown, MA   1    Oil   Peaking   9  
       

 

        

 

 

Total New England

        2,218         2,204  

Solar New York

  New York    Bethlehem, NY   1   Solar    Base-load    2  

Nine Mile Point

  New York    Scriba, NY   2  50.01    Uranium    Base-load    835(f)(g)  New York   Scriba, NY   2   50.01   Uranium   Base-load    838(f)(g) 

Ginna

  New York    Ontario, NY   1  50.01    Uranium    Base-load    288(f)(g)  New York   Ontario, NY   1   50.01   Uranium   Base-load    288(f)(g) 
       

 

 

Solar New York

 New York   Bethlehem, NY   1    Solar   Base-load   3  

Total New York

        1,125         1,129  
       

 

 

AVSR

  Other    Lancaster, CA   1   Solar    Base-load    242   Other   Lancaster, CA   1    Solar   Base-load   242  

Shooting Star

  Other    Greensburg, KS   65   Wind    Base-load    104   Other   Kiowa County, KS   65    Wind   Base-load   104  

Exelon Wind 4

  Other    Gruver, TX   38   Wind    Base-load    80   Other   Gruver, TX   38    Wind   Base-load   80  

Bluestem

 Other   Beaver County, OK   60   29   Wind   Base-load   57  

Bluegrass Ridge

  Other    King City, MO   27   Wind    Base-load    57   Other   King City, MO   27    Wind   Base-load   57  

Conception

  Other    Barnard, MO   24   Wind    Base-load    50   Other   Barnard, MO   24    Wind   Base-load   50  

Cow Branch

  Other    Rock Port, MO   24   Wind    Base-load    50   Other   Rock Port, MO   24    Wind   Base-load   50  

Solar Arizona

 Other   Various, AZ   127    Solar   Base-load   46  

Mountain Home

  Other    Glenns Ferry, ID   20   Wind    Base-load    42   Other   Glenns Ferry, ID   20    Wind   Base-load   42  

High Mesa

  Other    Elmore Co., ID   19   Wind    Base-load    40   Other   Elmore Co., ID   19    Wind   Base-load   40  

Echo 1

  Other    Echo, OR   21  99    Wind    Base-load    35(f)  Other   Echo, OR   21   99   Wind   Base-load    34(f) 

Sacramento PV

Energy

  Other    Sacremento, CA   4   Solar    Base-load    26   Other   Sacramento, CA   4    Solar   Base-load   30  

Cassia

  Other    Buhl, ID   14   Wind    Base-load    29   Other   Buhl, ID   14    Wind   Base-load   29  

Wildcat

  Other    Lovington, NM   13   Wind    Base-load    27   Other   Lovington, NM   13    Wind   Base-load   27  

Sunnyside

  Other    Sunnyside, UT   1  50    Waste Coal    Base-load    26(f)  Other   Sunnyside, UT   1   50   Waste Coal   Base-load    26(f)(h) 

Echo 2

  Other    Echo, OR   10   Wind    Base-load    20  

Solar Arizona 2

 Other   Various, AZ   25    Solar   Base-load   23  

Station (a)

 

Region

 

Location

 

No. of

Units

 Percent
Owned (b)
 Primary
Fuel Type
 Primary
Dispatch
Type(c)
 Net
Generation
Capacity (MW) (d)
  

Region

 

Location

 No. of
Units
 Percent
Owned (b)
 Primary
Fuel Type
 Primary
Dispatch
Type(c)
 Net
Generation
Capacity (MW) (d)
 

California PV Energy

 Other   Various, CA   53    Solar   Base-load   21  

Echo 2

 Other   Echo, OR   10    Wind   Base-load   20  

Tuana Springs

  Other    Hagerman, ID   8   Wind    Base-load    17   Other   Hagerman, ID   8    Wind   Base-load   17  

Greensburg

  Other    Greensburg, KS   10   Wind    Base-load    13   Other   Greensburg, KS   10    Wind   Base-load   13  

Echo 3

  Other    Echo, OR   6  99    Wind    Base-load    10(f)  Other   Echo, OR   6   99   Wind   Base-load    10(f) 

Exelon Wind 1

  Other    Gruver, TX   8   Wind    Base-load    10   Other   Gruver, TX   8    Wind   Base-load    10(i) 

Exelon Wind 2

  Other    Gruver, TX   8   Wind    Base-load    10   Other   Gruver, TX   8    Wind   Base-load    10(i) 

Exelon Wind 3

  Other    Gruver, TX   8   Wind    Base-load    10   Other   Gruver, TX   8    Wind   Base-load    10(i) 

Exelon Wind 5

  Other    Texhoma, TX   8   Wind    Base-load    10   Other   Texhoma, TX   8    Wind   Base-load   10  

Exelon Wind 6

  Other    Texhoma, TX   8   Wind    Base-load    10   Other   Texhoma, TX   8    Wind   Base-load   10  

Exelon Wind 7

  Other    Sunray, TX   8   Wind    Base-load    10   Other   Sunray, TX   8    Wind   Base-load   10  

Exelon Wind 8

  Other    Sunray, TX   8   Wind    Base-load    10   Other   Sunray, TX   8    Wind   Base-load   10  

Exelon Wind 9

  Other    Sunray, TX   8   Wind    Base-load    10   Other   Sunray, TX   8    Wind   Base-load   10  

Exelon Wind 10

  Other    Dumas, TX   8   Wind    Base-load    10   Other   Dumas, TX   8    Wind   Base-load   10  

Exelon Wind 11

  Other    Dumas, TX   8   Wind    Base-load    10   Other   Dumas, TX   8    Wind   Base-load   10  

High Plains

  Other    Panhandle, TX   8  99.5    Wind    Base-load    10(f)  Other   Panhandle, TX   8   99.5   Wind   Base-load    10(f) 

Three Mile Canyon

  Other    Boardman, OR   6   Wind    Base-load    10   Other   Boardman, OR   6    Wind   Base-load   10  

Solar Arizona

  Other    Various, AZ   31   Solar    Base-load    27  

California PV Energy 2

 Other   Various, CA   31    Solar   Base-load   9  

Solar Georgia

 Other   Various, GA   10    Solar   Base-load   8  

Outback Solar

  Other    Christmas Valley, OR   1   Solar    Base-load    5   Other   Christmas Valley, OR   1    Solar   Base-load   6  

Loess Hills

  Other    Rock Port, MO   4   Wind    Base-load    5   Other   Rock Port, MO   4    Wind   Base-load   5  

Mohave Sunrise Solar

 Other   Fort Mohave, AZ   1    Solar   Base-load   5  

Denver Airport Solar

  Other    Denver, CO   1   Solar    Base-load    4   Other   Denver, CO   1    Solar   Base-load   4  

California PV Energy

  Other    Various, CA   37   Solar    Base-load    16  

Solar California

  Other    Various, CA   4   Solar    Base-load    2   Other   Various, CA   4    Solar   Base-load   3  

Solar Georgia

  Other    Various, GA   10   Solar    Base-load    9  

Solar Georgia 2

 Other   Various, GA   1    Solar   Base-load   1  

Hillabee

  Other    Alexander City, AL   3   Gas    Intermediate    695   Other   Alexander City, AL   3    Gas   Intermediate   753  

Grande Prairie

  Other    Alberta, Canada   1   Gas    Peaking    75   Other   Alberta, Canada   1    Gas   Peaking   105  

SEGS 4, 5, 6

  Other    Boron, CA   3  4.2-12.2    Solar    Peaking    8(f)  Other   Boron, CA   3   4.2-12.2   Solar   Peaking    9(f) 
       

 

        

 

 

Total Other

        1,834         2,046  
       

 

 

Total

        32,753         32,720  
       

 

        

 

 

 

(a)All nuclear stations are boiling water reactors except Braidwood, Byron, Calvert Cliffs, Ginna, Salem and Three Mile Island, which are pressurized water reactors.
(b)100%, unless otherwise indicated.
(c)Base-load units are plants that normally operate to take all or part of the minimum continuous load of a system and, consequently, produce electricity at an essentially constant rate. Intermediate units are plants that normally operate to take load of a system during the daytime higher load hours and, consequently, produce electricity by cycling on and off daily. Peaking units consist of lower-efficiency, quick response steam units, gas turbines and diesels normally used during the maximum load periods.
(d)For nuclear stations, capacity reflects the annual mean rating. Fossil stations reflect a summer rating. Wind and solar facilities reflect name plate capacity.
(e)Generation has agreed to permanently cease generation operation at Oyster Creek by December 31,November 30, 2019.
(f)Net generation capacity is stated at proportionate ownership share.
(g)Reflects Generation’s 50.01% interest in CENG, a joint venture with EDF. For Nine Mile Point, theco-owner owns 18% of Unit 2. Thus Exelon’s ownership is 50.01% of 82% of Nine Mile Point Unit 2. Generation also had a unit-contingent PPA with CENG under which it purchased 85% of the nuclear plant output owned by CENG that was not sold to third parties under the pre-existing PPAs through 2014.
(h)Generation has agreedsold its 50% interest in Sunnyside effective February 3, 2017
(i)Generation plans to retire and cease generation operationoperations at the Riverside 6 unitExelon Wind 1, Exelon Wind 2 and Exelon Wind 3 units effective June 1, 2014.2017.
(i)As of December 31, 2014, the assets and liabilities of Quail Run are reported as Assets held for sale and within Other current liabilities on Exelon’s and Generation’s Consolidated Balance Sheets. See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for further information.

The net generation capability available for operation at any time may be less due to regulatory restrictions, transmission congestion, fuel restrictions, efficiency of cooling facilities, level of water supplies or generating units being temporarily out of service for inspection, maintenance, refueling, repairs or modifications required by regulatory authorities.

In addition to the electric generating stations, Generation has working interests in 9 natural gas and oil exploration and production properties (Upstream) across the United States. Production volumes will vary from year to year due to the timing of individual project start-ups, operational outages, reservoir performance, regulatory changes, asset sales, weather events, price effects and other factors.

Generation maintains property insurance against loss or damage to its principal plants and properties by fire or other perils, subject to certain exceptions. For additional information regarding nuclear insurance of generating facilities, see ITEM 1. BUSINESS—Exelon Generation Company, LLC. For its insured losses, Generation isself-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect on Generation’s consolidated financial condition or results of operations.

ComEd

ComEd’s electric substations and a portion of its transmission rights of way are located on property that ComEd owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. ComEd believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements, licenses and franchise rights; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution

ComEd’s higher voltage electric transmission lines owned and in service at December 31, 20142016 were as follows:

 

Voltage (Volts)

 

Circuit Miles

765,000

 90

345,000

 2,656

138,000

 2,306

Voltage (Volts)

 

Circuit Miles

765,000

 90

345,000

 2,658

138,000

 2,208

ComEd’s electric distribution system includes 35,46435,397 circuit miles of overhead lines and 30,77831,049 circuit miles of underground lines.

First Mortgage and Insurance

The principal properties of ComEd are subject to the lien of ComEd’s Mortgage dated July 1, 1923, as amended and supplemented, under which ComEd’s First Mortgage Bonds are issued.

ComEd maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, ComEd is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect on the consolidated financial condition or results of operations of ComEd.

PECO

PECO’s electric substations and a significant portion of its transmission lines are located on property that PECO owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. PECO believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution

PECO’s high voltage electric transmission lines owned and in service at December 31, 20142016 were as follows:

 

Voltage (Volts)

 

Circuit Miles

 

Circuit Miles

500,000

 188(a) 188(a)

230,000

 548 549

138,000

 156 156

69,000

 200 200

 

(a)In addition, PECO has a 22.00% ownership interest in 127 miles of 500 kV lines located in Pennsylvania and a 42.55% ownership interest in 131 miles of 500 kV lines located in Delaware and New Jersey.

PECO’s electric distribution system includes 12,98912,963 circuit miles of overhead lines and 8,9489,290 circuit miles of underground lines.

Gas

The following table sets forth PECO’s natural gas pipeline miles at December 31, 2014:2016:

 

   Pipeline Miles 

Transmission

   30  

Distribution

   6,7926,871  

Service piping

   6,1286,273  
  

 

 

 

Total

   12,95013,174  
  

 

 

 

PECO has an LNG facility located in West Conshohocken, Pennsylvania that has a storage capacity of 1,200 mmcf and asend-out capacity of 157 mmcf/day and apropane-air plant located in Chester, Pennsylvania, with a tank storage capacity of 1,980,000 gallons150 mmcf and a peaking capability of 25 mmcf/day. In addition, PECO owns 31 natural gas city gate stations and direct pipeline customer delivery points at various locations throughout its gas service territory.

First Mortgage and Insurance

The principal properties of PECO are subject to the lien of PECO’s Mortgage dated May 1, 1923, as amended and supplemented, under which PECO’s first and refunding mortgage bonds are issued.

PECO maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, PECO is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect on the consolidated financial condition or results of operations of PECO.

BGE

BGE’s electric substations and a significant portion of its transmission lines are located on property that BGE owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. BGE believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution

BGE’s high voltage electric transmission lines owned and in service at December 31, 20142016 were as follows:

 

Voltage (Volts)

 

Circuit Miles

500,000

 218

230,000

 322

138,000

 54

115,000

 697

Voltage (Volts)

 

Circuit Miles

500,000

 218

230,000

 331

138,000

 55

115,000

 709

BGE’s electric distribution system includes 9,3869,443 circuit miles of overhead lines and 16,14817,306 circuit miles of underground lines.

Gas

The following table sets forth BGE’s natural gas pipeline miles at December 31, 2014:2016:

 

   Pipeline Miles 

Transmission

   163161  

Distribution

   7,1147,239  

Service piping

   6,1796,230  
  

 

 

 

Total

   13,45613,630  
  

 

 

 

BGE has an LNG facility located in Baltimore, Maryland that has a storage capacity of 1,0551,056 mmcf and asend-out capacity of 332 mmcf/day an LNG facility located in Westminster, Maryland that has a storage capacity of 6 mmcf and a send-out capacity of 6 mmcf/day, and a propane-air plant located in Baltimore, Maryland, with a storage capacity of 546550 mmcf and asend-out capacity of 85 mmcf/day. In addition, BGE owns 12 natural gas city gate stations and 20 direct pipeline customer delivery points at various locations throughout its gas service territory.

Property Insurance

BGE owns its principal headquarters building located in downtown Baltimore. BGE maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, BGE is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect on the consolidated financial condition or results of operations of BGE.

Pepco

ExelonPepco’s electric substations and a significant portion of its transmission lines are located on property that Pepco owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. Pepco believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution

Pepco’s high voltage electric transmission lines owned and in service at December 31, 2016 were as follows:

 

Voltage (Volts)

 

Circuit Miles

500,000

 142

230,000

 774

138,000

 60

115,000

 38

Pepco’s electric distribution system includes approximately 4,100 circuit miles of overhead lines and 6,800 circuit miles of underground lines. Pepco also operates a distribution system control center in Bethesda, Maryland. The computer equipment and systems contained in Pepco’s control center are financed through a sale and leaseback transaction.

First Mortgage and Insurance

The principal properties of Pepco are subject to the lien of Pepco’s mortgage dated July 1, 1935, as amended and supplemented, under which Pepco First Mortgage Bonds are issued.

Pepco maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, Pepco is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect on the consolidated financial condition or results of operations of Pepco.

DPL

DPL’s electric substations and a significant portion of its transmission lines are located on property that DPL owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. DPL believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution

DPL’s high voltage electric transmission lines owned and in service at December 31, 2016 were as follows:

Voltage (Volts)

 

Circuit Miles

500,000

 16

230,000

 470

138,000

 557

69,000

 576

DPL’s electric distribution system includes approximately 6,100 circuit miles of overhead lines and 6,100 circuit miles of underground lines. DPL also owns and operates a distribution system control center in New Castle, Delaware.

Gas

The following table sets forth DPL’s natural gas pipeline miles at December 31, 2016 :

Pipeline Miles

Transmission(a)

7

Distribution

2,036

Service Piping

1,385

Total

3,428

(a)DPL has a 10% undivided interest in approximately 7 miles of natural gas transmission mains located in Delaware which are used by DPL for its natural gas operations and by 90% owner for distribution of natural gas to its electric generating facilities.

DPL owns a liquefied natural gas facility located in Wilmington, Delaware, with a storage capacity of approximately 3,045 mmcf and an emergency sendout capability of 36,000 Mcf per day. DPL owns 4 natural gas city gate stations at various locations in New Castle County, Delaware. These stations have a total primary delivery point contractual entitlement of 158,485 Mcf per day.

First Mortgage and Insurance

The principal properties of PDL are subject to the lien of DPL’s mortgage dated October 1, 1947, as amended and supplemented, under which DPL First Mortgage Bonds are issued.

DPL maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, DPL is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect on the consolidated financial condition or results of operations of DPL.

ACE

ACE’s electric substations and a significant portion of its transmission lines are located on property that ACE owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. ACE believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution

ACE’s high voltage electric transmission lines owned and in service at December 31, 2016 were as follows:

Voltage (Volts)

 

Circuit Miles

500,000

 281

230,000

 234

138,000

 268

69,000

 652

ACE’s electric distribution system includes approximately 7,400 circuit miles of overhead lines and 2,900 circuit miles of underground lines. ACE also owns and operates a distribution system control center in Mays Landing, New Jersey.

First Mortgage and Insurance

The principal properties of ACE are subject to the lien of ACE’s mortgage dated January 15, 1937, as amended and supplemented, under which ACE First Mortgage Bonds are issued.

ACE maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, ACE is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect on the consolidated financial condition or results of operations of ACE.

Exelon

Security Measures

The Registrants have initiated and work to maintain security measures. On a continuing basis, the Registrants evaluate enhanced security measures at certain critical locations, enhanced response and recovery plans, long-term design changes and redundancy measures. Additionally, the energy industry has strategic relationships with governmental authorities to ensure that emergency plans are in place and critical infrastructure vulnerabilities are addressed in order to maintain the reliability of the country’s energy systems.

ITEM 3.LEGAL PROCEEDINGS

Exelon,Generation,ComEd,PECO andBGE

All Registrants

The Registrants are parties to various lawsuits and regulatory proceedings in the ordinary course of their respective businesses. For information regarding material lawsuits and proceedings, see Note 3—Regulatory Matters and Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. Such descriptions are incorporated herein by these references.

 

ITEM 4.MINE SAFETY DISCLOSURES

Exelon, Generation, ComEd, PECO and BGE

All Registrants

Not Applicable to the Registrants.

PART II

(Dollars in millions except per share data, unless otherwise noted)

 

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Exelon

Exelon’s common stock is listed on the New York Stock Exchange. As of January 31, 2015,2017, there were 859,833,343926,589,614 shares of common stock outstanding and approximately 123,997113,308 record holders of common stock.

The following table presents the New York Stock Exchange—Composite Common Stock Prices and dividends by quarter on a per share basis:

 

  2014   2013   2016   2015 
  Fourth
Quarter
   Third
Quarter
   Second
Quarter
   First
Quarter
   Fourth
Quarter
   Third
Quarter
   Second
Quarter
   First
Quarter
   Fourth
Quarter
   Third
Quarter
   Second
Quarter
   First
Quarter
   Fourth
Quarter
   Third
Quarter
   Second
Quarter
   First
Quarter
 

High price

  $38.93    $36.26    $37.73    $33.94    $30.59    $32.42    $37.80    $34.56    $36.36    $37.70    $36.37    $35.95    $31.37    $34.44    $34.98    $38.25  

Low price

   33.07     30.66     33.11     26.45     26.64     29.42     29.84    ��29.10     29.82     32.86     33.18     26.26     25.09     28.41     31.28     31.71  

Close

   37.08     34.09     36.48     33.56     27.39     29.64     30.88     34.48     35.49     33.29     36.36     35.86     27.77     29.70     31.42     33.61  

Dividends

   0.310     0.310     0.310     0.310     0.310     0.310     0.310     0.525     0.318     0.318     0.318     0.310     0.310     0.310     0.310     0.310  

Stock Performance Graph

The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 in Exelon common stock, as compared with the S&P 500 Stock Index and the S&P Utility Index, for the period 20102012 through 2014.

2016.

This performance chart assumes:

 

$100 invested on December 31, 20092011 in Exelon common stock, in the S&P 500 Stock Index and in the S&P Utility Index; and

 

All dividends are reinvested.

 

   

Value of Investment at December 31,

   2009  2010  2011  2012  2013  2014

Exelon Corporation

  $100  $74.88  $77.99  $53.48  $49.25  $66.68

S&P 500

  $100  $139.23  $139.23  $157.89  $204.63  $227.94

S&P Utilities

  $100  $107.71  $123.69  $120.09  $130.60  $162.33

 

   

Value of Investment at December 31,

   2011  2012  2013  2014  2015  2016

Exelon Corporation

  $100  $70.69  $65.11  $88.14  $66.01  $84.36

S&P 500

  $100  $111.68  $144.74  $161.22  $160.05  $175.31

S&P Utilities

  $100  $98.78  $107.43  $133.52  $122.32  $137.24

Generation

As of January 31, 2015,2017, Exelon indirectly held the entire membership interest in Generation.

ComEd

As of January 31, 2015,2017, there were 127,016,950127,017,157 outstanding shares of common stock, $12.50 par value, of ComEd, of which 127,002,904 shares were indirectly held by Exelon. At January 31, 2015,2017, in

addition to Exelon, there were 297299 record holders of ComEd common stock. There is no established market for shares of the common stock of ComEd.

PECO

As of January 31, 2015,2017, there were 170,478,507 outstanding shares of common stock, without par value, of PECO, all of which were indirectly held by Exelon.

BGE

As of January 31, 2015,2017, there were 1,000 outstanding shares of common stock, without par value, of BGE, all of which were indirectly held by Exelon.

PHI

As of January 31, 2017, Exelon Generation, ComEd, PECO and BGEindirectly held the entire membership interest in PHI.

Pepco

DividendsAs of January 31, 2017, there were 100 outstanding shares of common stock, $0.01 par value, of Pepco, all of which were indirectly held by Exelon.

DPL

As of January 31, 2017, there were 1,000 outstanding shares of common stock, $2.25 par value, of DPL, all of which were indirectly held by Exelon.

ACE

As of January 31, 2017, there were 8,546,017 outstanding shares of common stock, $3.00 par value, of ACE, all of which were indirectly held by Exelon.

All Registrants

Dividends

Under applicable Federal law, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and BGEACE can pay dividends only from retained, undistributed or current earnings. A significant loss recorded at Generation, ComEd, PECO, BGE, PHI, Pepco, DPL or BGEACE may limit the dividends that these companies can distribute to Exelon.

The Federal Power Act declares it to be unlawful for any officer or director of any public utility “to participate in the making or paying of any dividends of such public utility from any funds properly included in capital account.” What constitutes “funds properly included in capital account” is undefined in the Federal Power Act or the related regulations; however, FERC has consistently interpreted the provision to allow dividends to be paid as long as (1) the source of the dividends is clearly disclosed, (2) the dividend is not excessive and (3) there is no self-dealing on the part of corporate officials. While these restrictions may limit the absolute amount of dividends that a particular subsidiary may pay, Exelon does not believe these limitations are materially limiting because, under these limitations, the subsidiaries are allowed to pay dividends sufficient to meet Exelon’s actual cash needs.

Under Illinois law, ComEd may not pay any dividend on its stock unless, among other things, “[its] earnings and earned surplus are sufficient to declare and pay same after provision is made for reasonable and proper reserves,” or unless it has specific authorization from the ICC. ComEd has also agreed in connection with a financing arranged through ComEd Financing III that ComEd 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 certain dividend restrictions established by the MDPSC. First, in connection with the Constellation merger, BGE was prohibited from paying a dividend on its common shares through the end of 2014. Second, BGE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, BGE’s equity ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade. Finally, BGE must notify the MDPSC that it intends to declare a dividend on its common shares at least 30 days before such a dividend is paid and notify the MDPSC that BGE’s equity ratio is at least 48% within five business days after dividend payment. There are no other limitations on BGE paying common stock dividends unless: (1)unless BGE elects to defer

interest payments on the 6.20% Deferrable Interest Subordinated Debentures due 2043, and any deferred interest remains unpaid; or (2)unpaid.

Pepco is subject to certain dividend restrictions limits imposed by: (i) state corporate laws, which impose limitations on the funds that can be used to pay dividends, and (ii) the prior rights of holders of future preferred stock, if any, and existing and future mortgage bonds and other long-term debt issued by Pepco and any other restrictions imposed in connection with the incurrence of liabilities.

DPL is subject to certain dividend restrictions imposed by: (i) state corporate laws, which impose limitations on the funds that can be used to pay dividends, (andand (ii) the prior rights of holders of existing and future preferred stock, mortgage bonds and other long-term debt issued by DPL and any redemption payments) dueother restrictions imposed in connection with the incurrence of liabilities.

ACE is subject to dividend restrictions imposed by: (i) state corporate laws, which impose limitations on BGE’s preferencethe funds that can be used to pay dividends and the regulatory requirement that ACE 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%; (ii) the prior rights of holders of existing and future preferred stock, havemortgage bonds and other long-term debt issued by ACE and any other restrictions imposed in connection with the incurrence of liabilities; and (iii) certain provisions of the charter of ACE which impose restrictions on payment of common stock dividends for the benefit of preferred stockholders. Currently, the restriction in the ACE charter does not been paid.limit its ability to pay common stock dividends.

Exelon’s Board of Directors has approved a dividend policy providing a raise of 2.5% each year for three years, beginning with the June 2016 dividend.

At December 31, 2014,2016, Exelon had retained earnings of $10,910$12,030 million, including Generation’s undistributed earnings of $3,803$2,275 million, ComEd’s retained earnings of $851$987 million consisting of retained earnings appropriated for future dividends of $2,490$2,626 million, partially offset by $(1,639) million of unappropriated retainedaccumulated deficits, PECO’s retained earnings of $681$941 million, and BGE’s retained earnings of $1,203$1,427 million, and PHI’s undistributed earnings of $(61) million.

The following table sets forth Exelon’s quarterly cash dividends per share paid during 20142016 and 2013:2015:

 

   2014   2013 

(per share)

  

4th

Quarter

   

3rd

Quarter

   

2nd

Quarter

   

1st

Quarter

   

4th

Quarter

   

3rd

Quarter

   

2nd

Quarter

   

1st

Quarter

 

Exelon

  $0.310    $0.310    $0.310    $0.310    $0.310    $0.310    $0.310    $0.525  

   2016   2015 

(per share)

  

4th

Quarter

   

3rd

Quarter

   

2nd

Quarter

   

1st

Quarter

   

4th

Quarter

   

3rd

Quarter

   

2nd

Quarter

   

1st

Quarter

 

Exelon

  $0.318    $0.318    $0.318    $0.310    $0.310    $0.310    $0.310    $0.310  

The following table sets forth Generation’s and PHI’s quarterly distributions and ComEd’s, PECO’s, Pepco’s, DPL’s and PECO’sACE’s quarterly common dividend payments:

 

  2014   2013   2016   2015 

(in millions)

  4th
Quarter
   3rd
Quarter
   2nd
Quarter
   1st
Quarter
   4th
Quarter
   3rd
Quarter
   2nd
Quarter
   1st
Quarter
   4th
Quarter
   3rd
Quarter
   2nd
Quarter
   1st
Quarter
   4th
Quarter
   3rd
Quarter
   2nd
Quarter
   1st
Quarter
 

Generation

  $205    $205    $205    $30    $75    $76    $263    $211    $755    $56    $56    $55    $106    $106    $906    $1,356  

ComEd

   77     77     77     76     55     55     55     55     94     92     92     91     73     76     75     75  

PECO

   80     80     80     80     83     83     83     83     69     69     70     69     70     70     69     70  

BGE

   45     44     45     45     42     39     41     36  

PHI

   99     50     16     108     69     69     69     68  

Pepco

   44     37     16     39     55     60     31     —    

DPL

   15     1     —       38     12     18     —       62  

ACE

   39     13     —       11     —       —       —       12  

First Quarter 20152017 Dividend. On January 27, 2015,31, 2017, the Exelon Board of Directors declared a first quarter 20152017 regular quarterly dividend of $0.31$0.3275 per share on Exelon’s common stock payable on March 10, 2015,2017, to shareholders of record of Exelon at the end of the day on February 13, 2015.15, 2017.

ITEM 6.SELECTED FINANCIAL DATA

Exelon

The selected financial data presented below has been derived from the audited consolidated financial statements of Exelon. This data is qualified in its entirety by reference to and should be read in conjunction with Exelon’s Consolidated Financial Statements and ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

   For the Years Ended December 31, 

(In millions, except per share data)

  2014(a)   2013   2012(b)   2011   2010 

Statement of Operations data:

          

Operating revenues

  $27,429    $24,888    $23,489    $19,063    $18,644  

Operating income

   3,096     3,669     2,373     4,479     4,726  

Income from continuing operations

   1,820     1,729     1,171     2,499     2,563  

Net income

   1,820     1,729     1,171     2,499     2,563  

Net income attributable to common shareholders

   1,623     1,719     1,160     2,495     2,563  

Earnings per average common share (diluted):

          

Income from continuing operations

  $1.88    $2.00    $1.42    $3.75    $3.87  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $1.88    $2.00    $1.42    $3.75    $3.87  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends per common share

  $1.24    $1.46    $2.10    $2.10    $2.10  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Average shares of common stock outstanding—diluted

   864     860     819     665     663  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   For the Years Ended December 31, 

(In millions, except per share data)

  2016 (a)   2015   2014 (b)   2013   2012 (c) 

Statement of Operations data:

          

Operating revenues

  $31,360    $29,447    $27,429    $24,888    $23,489  

Operating income

   3,112     4,409     3,096     3,669     2,373  

Net income

   1,204     2,250     1,820     1,729     1,171  

Net income attributable to common shareholders

   1,134     2,269     1,623     1,719     1,160  

Earnings per average common share (diluted):

          

Net income

  $1.22    $2.54    $1.88    $2.00    $1.42  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends per common share

  $1.26    $1.24    $1.24    $1.46    $2.10  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)The 2016 financial results include the activity of PHI from the merger effective date of March 24, 2016 through December 31, 2016.
(b)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, the 2014 financial results include CENG’s results of operations on a fully consolidated basis.
(b)(c)The 2012 financial results include the activity of Constellation from the merger effective date of March 12, 2012 through December 31, 2012.

 

  December 31,   December 31, 

(In millions)

  2014   2013   2012   2011   2010   2016   2015   2014   2013   2012 

Balance Sheet data:

                    

Current assets

  $12,097    $10,137    $10,140    $5,713    $6,398    $12,412    $15,334    $11,853    $9,562    $10,009  

Property, plant and equipment, net

   52,087     47,330     45,186     32,570     29,941     71,555     57,439     52,170     47,330     45,186  

Noncurrent regulatory assets

   6,076     5,910     6,497     4,518     4,140  

Goodwill

   2,672     2,625     2,625     2,625     2,625  

Other deferred debits and other assets

   13,882     13,922     14,113     9,569     9,136  
  

 

   

 

   

 

   

 

   

 

 

Total assets

  $86,814    $79,924    $78,561    $54,995    $52,240     114,904     95,384     86,416     79,243     78,350  
  

 

   

 

   

 

   

 

   

 

 

Current liabilities

  $8,762    $7,728    $7,791    $5,134    $4,240     13,457     9,118     8,762     7,686     7,734  

Long-term debt, including long-term debt to financing trusts

   20,010     18,271     18,346     12,189     12,004     32,216     24,286     19,853     18,165     18,266  

Noncurrent regulatory liabilities

   4,550     4,388     3,981     3,627     3,555  

Other deferred credits and other liabilities

   29,359     26,597     26,626     19,570     18,791  

Preferred securities of subsidiary

   —       —       87     87     87     —       —       —       —       87  

Noncontrolling interest

   1,332     15     106     3     3  

BGE preference stock not subject to mandatory redemption

   193     193     193     —       —    

Shareholders’ equity

   22,608     22,732     21,431     14,385     13,560     25,837     25,793     22,608     22,732     21,431  
  

 

   

 

   

 

   

 

   

 

 

Total liabilities and shareholders’ equity

  $86,814    $79,924    $78,561    $54,995    $52,240  
  

 

   

 

   

 

   

 

   

 

 

Generation

The selected financial data presented below has been derived from the audited consolidated financial statements of Generation. This data is qualified in its entirety by reference to and should be read in conjunction with Generation’s Consolidated Financial Statements and ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

  For the Years Ended December 31,   For the Years Ended December 31, 

(In millions)

  2014(a)   2013   2012(b)   2011   2010   2016   2015   2014 (a)   2013   2012 (b) 

Statement of Operations data:

                    

Operating revenues

  $17,393    $15,630    $14,437    $10,447    $10,025    $17,751    $19,135    $17,393    $15,630    $14,437  

Operating income

   1,176  ��  1,677     1,113     2,875     3,046     836     2,275     1,176     1,677     1,113  

Net income

   1,019     1,060     558     1,771     1,972     558     1,340     1,019     1,060     558  

Net income attributable to membership interest

   835     1,070     562     1,771     1,972  

 

(a)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, the 2014 financial results include CENG’s results of operations on a fully consolidated basis.
(b)The 2012 financial results include the activity of Constellation from the merger effective date of March 12, 2012 through December 31, 2012.

  December 31,   December 31, 

(In millions)

  2014   2013   2012   2011   2010   2016   2015   2014   2013   2012 

Balance Sheet data:

                    

Current assets

  $7,638    $6,439    $6,211    $3,217    $3,087    $6,528    $6,342    $7,311    $5,964    $6,211  

Property, plant and equipment, net

   22,945     20,111     19,531     13,475     11,662     25,585     25,843     23,028     20,111     19,531  

Other deferred debits and other assets

   14,765     14,682     14,939     10,741     9,785  
  

 

   

 

   

 

   

 

   

 

 

Total assets

  $45,348    $41,232    $40,681    $27,433    $24,534     46,974     46,529     44,951     40,700     40,648  
  

 

   

 

   

 

   

 

   

 

 

Current liabilities

  $4,459    $3,867    $4,097    $2,144    $1,843     5,683     4,933     4,459     3,842     3,969  

Long-term debt

   7,652     7,168     7,455     3,674     3,676  

Other deferred credits and other liabilities

   19,186     17,455     16,464     12,907     11,838  

Noncontrolling interest

   1,333     17     108     5     5  

Member’s equity

   12,718     12,725     12,557     8,703     7,172  
  

 

   

 

   

 

   

 

   

 

 

Total liabilities and member’s equity

  $45,348    $41,232    $40,681    $27,433    $24,534  
  

 

   

 

   

 

   

 

   

 

 

Long-term debt, including long-term debt to affiliate

   8,124     8,869     7,582     7,111     7,422  

Member��s equity

   11,482     11,635     12,718     12,725     12,557  

ComEd

The selected financial data presented below has been derived from the audited consolidated financial statements of ComEd. This data is qualified in its entirety by reference to and should be read in conjunction with ComEd’s Consolidated Financial Statements and ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

  For the Years Ended December 31,   For the Years Ended December 31, 

(In millions)

  2014   2013   2012   2011   2010   2016   2015   2014   2013   2012 

Statement of Operations data:

                    

Operating revenues

  $4,564    $4,464    $5,443    $6,056    $6,204    $5,254    $4,905    $4,564    $4,464    $5,443  

Operating income

   980     954     886     982     1,056     1,205     1,017     980     954     886  

Net income

   408     249     379     416     337     378     426     408     249     379  

 

   December 31, 

(In millions)

  2014   2013   2012   2011   2010 

Balance Sheet data:

          

Current assets

  $1,723    $1,540    $1,775    $2,188    $2,151  

Property, plant and equipment, net

   15,793     14,666     13,826     13,121     12,578  

Goodwill

   2,625     2,625     2,625     2,625     2,625  

Noncurrent regulatory assets

   852     933     666     699     947  

Other deferred debits and other assets

   4,399     4,354     4,013     4,005     3,351  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $25,392    $24,118    $22,905    $22,638    $21,652  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current liabilities

  $1,986    $2,048    $1,655    $2,071    $2,134  

Long-term debt, including long-term debt to financing trusts

   5,904     5,264     5,521     5,421     4,860  

Noncurrent regulatory liabilities

   3,655     3,512     3,229     3,042     3,137  

Other deferred credits and other liabilities

   5,940     5,766     5,177     5,067     4,611  

Shareholders’ equity

   7,907     7,528     7,323     7,037     6,910  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and shareholders’ equity

  $25,392    $24,118    $22,905    $22,638    $21,652  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   December 31, 

(In millions)

  2016   2015   2014   2013   2012 

Balance Sheet data:

          

Current assets

  $1,554    $1,518    $1,723    $1,540    $1,692  

Property, plant and equipment, net

   19,335     17,502     15,793     14,666     13,826  

Total assets

   28,335     26,532     25,358     24,089     22,793  

Current liabilities

   2,938     2,766     1,923     2,032     1,655  

Long-term debt, including long-term debt to financing trusts

   6,813     6,049     5,870     5,235     5,492  

Shareholders’ equity

   8,725     8,243     7,907     7,528     7,323  

PECO

The selected financial data presented below has been derived from the audited consolidated financial statements of PECO. This data is qualified in its entirety by reference to and should be read in conjunction with PECO’s Consolidated Financial Statements and ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

   For the Years Ended December 31, 

(In millions)

  2014   2013   2012   2011   2010 

Statement of Operations data:

          

Operating revenues

  $3,094    $3,100    $3,186    $3,720    $5,519  

Operating income

   572     666     623     655     661  

Net income

   352     395     381     389     324  

Net income attributable to common shareholder

   352     388     377     385     320  

   December 31, 

(In millions)

  2014   2013   2012   2011   2010 

Balance Sheet data:

          

Current assets

  $714    $906    $1,094    $1,243    $1,670  

Property, plant and equipment, net

   6,801     6,384     6,078     5,874     5,620  

Noncurrent regulatory assets

   1,529     1,448     1,378     1,216     968  

Other deferred debits and other assets

   899     879     803     823     727  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $9,943    $9,617    $9,353    $9,156    $8,985  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current liabilities

  $653    $891    $1,158    $1,145    $1,163  

Long-term debt, including long-term debt to financing trusts

   2,430     2,131     1,831     1,781     2,156  

Noncurrent regulatory liabilities

   657     629     538     585     418  

Other deferred credits and other liabilities

   3,082     2,901     2,757     2,620     2,278  

Preferred securities

   —       —       87     87     87  

Shareholders’ equity

   3,121     3,065     2,982     2,938     2,883  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and shareholders’ equity

  $9,943    $9,617    $9,353    $9,156    $8,985  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   For the Years Ended December 31, 

(In millions)

  2016   2015   2014   2013   2012 

Statement of Operations data:

          

Operating revenues

  $2,994    $3,032    $3,094    $3,100    $3,186  

Operating income

   702     630     572     666     623  

Net income

   438     378     352     395     381  

   December 31, 

(In millions)

  2016   2015   2014   2013   2012 

Balance Sheet data:

          

Current assets

  $757    $842    $645    $821    $1,054  

Property, plant and equipment, net

   7,565     7,141     6,801     6,384     6,078  

Total assets

   10,831     10,367     9,860     9,521     9,303  

Current liabilities

   727     944     653     889     1,158  

Long-term debt, including long-term debt to financing trusts

   2,764     2,464     2,416     2,120     1,821  

Preferred securities

   —       —       —       —       87  

Shareholders’ equity

   3,415     3,236     3,121     3,065     2,982  

BGE

The selected financial data presented below has been derived from the audited consolidated financial statements of BGE. This data is qualified in its entirety by reference to and should be read in conjunction with BGE’s Consolidated Financial Statements and ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

  For the Years Ended December 31,   For the Years Ended December 31, 

(In millions)

  2014   2013   2012 2011   2010   2016   2015   2014   2013   2012 

Statement of Operations data:

                   

Operating revenues

  $3,165    $3,065    $2,735   $3,068    $3,541    $3,233    $3,135    $3,165    $3,065    $2,735  

Operating income

   439     449     132    314     350     550     558     439     449     132  

Net income

   211     210     4    136     147     294     288     211     210     4  

Net income (loss) attributable to common shareholder

   198     197     (9  123     134  

   December 31, 

(In millions)

  2016   2015   2014   2013   2012 

Balance Sheet data:

          

Current assets

  $842    $845    $951    $1,009    $979  

Property, plant and equipment, net

   7,040     6,597     6,204     5,864     5,498  

Total assets

   8,704     8,295     8,056     7,839     7,485  

Current liabilities

   707     1,134     794     800     980  

Long-term debt, including long-term debt to financing trusts and variable interest entities

   2,533     1,732     2,109     2,179     1,949  

Shareholders’ equity

   2,848     2,687     2,563     2,365     2,168  

PHI

   December 31, 

(In millions)

  2014   2013   2012(a)   2011(a)   2010(a) 

Balance Sheet data:

          

Current assets

  $957    $1,011    $980    $969    $1,012  

Property, plant and equipment, net

   6,204     5,864     5,498     5,132     4,754  

Noncurrent regulatory assets

   510     524     522     551     566  

Other deferred debits and other assets

   407     462     506     551     545  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $8,078    $7,861    $7,506    $7,203    $6,877  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current liabilities

  $846    $827    $980    $734    $728  

Long-term debt, including long-term debt to financing trusts and variable interest entities

   2,125     2,199     1,969     2,186     2,060  

Noncurrent regulatory liabilities

   200     204     214     201     192  

Other deferred credits and other liabilities

   2,154     2,076     1,985     1,781     1,634  

Preference stock not subject to mandatory redemption

   190     190     190     190     190  

Shareholders’ equity

   2,563     2,365     2,168     2,111     2,073  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and shareholders’ equity

  $8,078    $7,861    $7,506    $7,203    $6,877  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
The selected financial data presented below has been derived from the audited consolidated financial statements of PHI. This data is qualified in its entirety by reference to and should be read in conjunction with PHI’s Consolidated Financial Statements and ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

   Successor      Predecessor 
   March 24 -
December 31
      January 1 -
March 23
   For the Years Ended
            December 31,             
 

(In millions)

  2016      2016   2015   2014 

Statement of Operations data (a):

          

Operating revenues

  $3,643      $1,153    $4,935    $4,808  

Operating income

   93       105     673     605  

Net (loss) income from continuing operations

   (61     19     318     242  

Net (loss) income

   (61     19     327     242  

   Successor       Predecessor 

(In millions)

  December 31,
2016
       December 31,
2015
 

Balance Sheet data (a):

       

Current assets

  $1,838       $1,474  

Property, plant and equipment, net

   11,598        10,864  

Total assets

   21,025        16,188  

Current liabilities

   2,284        2,327  

Long-term debt

   5,645        4,823  

Preferred Stock

   —          183  

Member’s equity/Shareholders’ equity

   8,016        4,413  

 

(a)BGE retrospectively reclassified certain regulatory assets and regulatory liabilitiesAs a result of the PHI Merger in 2016, Exelon has elected to conformpresent PHI’s selected financial data for the periods reflected above.

Pepco

The selected financial data presented below has been derived from the audited consolidated financial statements of Pepco. This data is qualified in its entirety by reference to and should be read in conjunction with Pepco’s Consolidated Financial Statements and ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

   For the Years Ended December 31, 

(In millions)

      2016           2015           2014     

Statement of Operations data (a):

      

Operating revenues

  $2,186    $2,129    $2,055  

Operating income

   174     385     349  

Net (loss) income

   42     187     171  

   December 31, 

(In millions)

  2016   2015 

Balance Sheet data (a):

    

Current assets

  $684    $726  

Property, plant and equipment, net

   5,571     5,162  

Total assets

   7,335     6,908  

Current liabilities

   596     455  

Long-term debt

   2,333     2,340  

Shareholders’ equity

   2,300     2,240  

(a)As a result of the PHI Merger in 2016, Exelon has elected to present Pepco’s selected financial data for the current year presentation.periods reflected above.

DPL

The selected financial data presented below has been derived from the audited consolidated financial statements of DPL. This data is qualified in its entirety by reference to and should be read in conjunction with DPL’s Consolidated Financial Statements and ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

   For the Years Ended December 31, 

(In millions)

      2016          2015           2014     

Statement of Operations data (a):

     

Operating revenues

  $1,277   $1,302    $1,282  

Operating income

   50    165     207  

Net (loss) income

   (9  76     104  

   December 31, 

(In millions)

  2016   2015 

Balance Sheet data (a):

    

Current assets

  $370    $388  

Property, plant and equipment, net

   3,273     3,070  

Total assets

   4,153     3,969  

Current liabilities

   381     564  

Long-term debt

   1,221     1,061  

Shareholders’ equity

   1,326     1,237  

(a)As a result of the PHI Merger in 2016, Exelon has elected to present DPL’s selected financial data for the periods reflected above.

ACE

The selected financial data presented below has been derived from the audited consolidated financial statements of ACE. This data is qualified in its entirety by reference to and should be read in conjunction with ACE’s Consolidated Financial Statements and ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

   For the Years Ended December 31, 

(In millions)

       2016            2015             2014      

Statement of Operations data (a):

     

Operating revenues

  $1,257   $1,295    $1,210  

Operating income

   7    134     137  

Net (loss) income

   (42  40     46  

   December 31, 

(In millions)

  2016   2015 

Balance Sheet data (a):

    

Current assets

  $399    $546  

Property, plant and equipment, net

   2,521     2,322  

Total assets

   3,457     3,387  

Current liabilities

   320     297  

Long-term debt

   1,120     1,153  

Shareholders’ equity

   1,034     1,000  

(a)As a result of the PHI Merger in 2016, Exelon has elected to present ACE’s selected financial data for the periods reflected above.

Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exelon

Executive Overview

Exelon, a utility services holding company, operates through the following principal subsidiaries:

 

  

Generation,whose integrated business consists of the generation, physical delivery and marketing of power across multiple geographical regions through its customer-facing business, Constellation, which sells electricity and natural gas to both wholesale and retail customers. Generation also sells renewable energy and other energy-related products and services, and engages in natural gas and oil exploration and production activities (Upstream).

services.

As a result of the Constellation merger, Generation owns a 50.01% interest in CENG. During 2014, Generation assumed the operating licenses and corresponding operational control of CENG’s nuclear fleet. As a result, Exelon and Generation fully consolidated CENG’s financial position and results of operations into their businesses beginning on April 1, 2014.

 

  

ComEd,whose business consists of the purchase and regulated retail sale of electricity and the provision of electricity transmission and distribution services to retail customers in northern Illinois, including the City of Chicago.

 

  

PECO,whose business consists of the purchase and regulated retail sale of electricity and the provision of electricity distribution and transmission services in southeastern Pennsylvania, including the City of Philadelphia, and the purchase and regulated retail sale of natural gas and the provision of distribution services in the Pennsylvania counties surrounding the City of Philadelphia.

 

  

BGE,whose business consists of the purchase and regulated retail sale of electricity and natural gas and the provision of electricity distribution and transmission and gas distribution services in central Maryland, including the City of Baltimore.

 

Pepco,whose business consists of the purchase and regulated retail sale of electricity and the provision of electricity distribution and transmission in the District of Columbia and major portions of Prince George’s County and Montgomery County in Maryland.

DPL,whose business consists of the purchase and regulated retail sale of electricity and the provision of electricity distribution and transmission services in portions of Maryland and Delaware, and the purchase and regulated retail sale of natural gas and the provision of natural gas distribution services in northern Delaware.

ACE,whose business consists of the purchase and regulated retail sale of electricity and the provision of electricity transmission and distribution services in southern New Jersey.

Pepco, DPL and ACE are operating companies of PHI, which is a utility services holding company and a wholly owned subsidiary of Exelon.

Exelon has ninetwelve reportable segments consisting of Generation’s six power marketing reportable segments (Mid-Atlantic,(Mid-Atlantic, Midwest, New England, New York, ERCOT and other regionsOther Power Regions in Generation), ComEd, PECO, BGE and BGE.PHI’s three utility reportable segments (Pepco, DPL and ACE). See Note 24—26—Segment Information of the Combined Notes to Consolidated Financial Statements for additional information regarding Exelon’s reportable segments.

Through its business services subsidiary BSC, Exelon provides its operating subsidiaries with a variety of support services at cost. The costs of these services are directly charged or allocated to the applicable operating segments. Additionally, the results of Exelon’s corporate operations include costs for corporate governance and interest costs and income from various investment and financing activities.

PHI Service Company, a wholly owned subsidiary of PHI, provides a variety of support services at cost, including legal, accounting, engineering, distribution and transmission planning, asset management, system operations, and power procurement, to PHI and its operating subsidiaries. These services are directly charged or allocated pursuant to service agreements among PHI Service Company and the participating operating subsidiaries.

Exelon’s consolidated financial information includes the results of its foureight separate operating subsidiary registrants, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and BGE,ACE, which, along with Exelon, are collectively referred to as the Registrants. The following combined Management’s Discussion and Analysis of Financial Condition and Results of Operations is separately filed by Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and BGE.ACE. However, none of the Registrants makes any representation as to information related solely to any of the other Registrants.

Financial Results of Operations

Financial Results.GAAP Results of Operations

The following tables set forth Exelon’s GAAP consolidated financial results reflect the results of Exelonoperations for the year ended December 31, 20142016 compared to the same period in 2013. The 2014 financial results only2015. 2016 amounts include the operations of CENG on a fully consolidated basisPHI, Pepco, DPL and ACE from the date Generation assumed operational control, April 1, 2014,March 24, 2016 through December 31, 2014.2016. All amounts presented below are before the impact of income taxes, except as noted.

 

 The Years Ended December 31, Favorable
(Unfavorable)
Variance
  For the Years Ended December 31, Favorable
(Unfavorable)
Variance
 
 2014 2013  2016 2015 
 Generation (a) ComEd PECO BGE Other Exelon Exelon  Generation ComEd PECO BGE PHI(b) Other Exelon Exelon 

Operating revenues

 $17,393   $4,564   $3,094   $3,165   $(787 $27,429   $24,888   $2,541   $17,751   $5,254   $2,994   $3,233   $3,643   $(1,515 $31,360   $29,447   $1,913  

Purchased power and fuel expense

  9,925    1,177    1,261    1,417    (777  13,003    10,724    (2,279 8,830   1,458   1,047   1,294   1,447   (1,436 12,640   13,084   444  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Revenue net of purchased power and fuel expense(b)(a)

  7,468    3,387    1,833    1,748    (10  14,426    14,164    262   8,921   3,796   1,947   1,939   2,196   (79 18,720   16,363   2,357  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other operating expenses

                 

Operating and maintenance

  5,566    1,429    866    717    (10  8,568    7,270    (1,298 5,641   1,530   811   737   1,233   96   10,048   8,322   (1,726

Depreciation and amortization

  967    687    236    371    53    2,314    2,153    (161 1,879   775   270   423   515   74   3,936   2,450   (1,486

Taxes other than income

  465    293    159    221    16    1,154    1,095    (59 506   293   164   229   354   30   1,576   1,200   (376
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total other operating

expenses

  6,998    2,409    1,261    1,309    59    12,036    10,518    (1,518 8,026   2,598   1,245   1,389   2,102   200   15,560   11,972   (3,588

Equity in (losses) earnings of unconsolidated affiliates

  (20  —      —      —      —      (20  10    (30

Gain (loss) on sales of assets

  437    2    —      —      (2  437    13    424  

Gain on consolidation and acquisition of businesses

  289    —      —      —      —      289    —      289  

Gain (Loss) on sales of assets

 (59 7    —      —     (1 5   (48 18   (66
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Operating income (loss)

  1,176    980    572    439    (71  3,096    3,669    (573 836   1,205   702   550   93   (274 3,112   4,409   (1,297
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other income and (deductions)

                 

Interest expense, net

  (356  (321  (113  (106  (169  (1,065  (1,356  291   (364 (461 (123 (103 (195 (290 (1,536 (1,033 (503

Other, net

  406    17    7    18    7    455    460    (5 401   (65 8   21   44   4   413   (46 459  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total other income and (deductions)

  50    (304  (106  (88  (162  (610  (896  286   37   (526 (115 (82 (151 (286 (1,123 (1,079 (44
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Income (loss) before income taxes

  1,226    676    466    351    (233  2,486    2,773    (287 873   679   587   468   (58 (560 1,989   3,330   (1,341

Income taxes

  207    268    114    140    (63  666    1,044    378   290   301   149   174   3   (156 761   1,073   312  

Equity in (losses) earnings of unconsolidated affiliates

 (25  —      —      —      —     1   (24 (7 (17
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net income (loss)

  1,019    408    352    211    (170  1,820    1,729    91   558   378   438   294   (61 (403 1,204   2,250   (1,046

Net income attributable to noncontrolling interests, preferred security dividends and preference stock dividends

  184    —      —      13    —      197    10    (187

Net income (loss) attributable to noncontrolling interests and preference stock dividends

 62    —      —     8    —      —     70   (19 89  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net income (loss) attributable to common shareholders

 $835   $408   $352   $198   $(170 $1,623   $1,719   $(96 $496   $378   $438   $286   $(61 $(403 $1,134   $2,269   $(1,135
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, the 2014 financial results include CENG’s results of operations on a fully consolidated basis from April 1, 2014 through December 31, 2014.
(b)

The Registrants’ evaluate operating performance using the measure of revenuerevenues net of purchased power and fuel expense. The Registrants’ believe that revenuerevenues net of purchased power and fuel expense is a useful measurement because it provides information that can be used to evaluate its operational performance. RevenueRevenues net of purchased power and fuel

expense is not a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report.

(b)As a result of the PHI Merger, PHI includes the consolidated results of PHI, Pepco, DPL and ACE from March 24, 2016 through December 31, 2016.

Exelon’s net income attributable to common shareholders was $1,623$1,134 million for the year ended December 31, 20142016 as compared to $1,719$2,269 million for the year ended December 31, 2013,2015, and diluted earnings per average common share were $1.88$1.22 for the year ended December 31, 20142016 as compared to $2.00$2.54 for the year ended December 31, 2013.2015.

Operating revenuerevenues net of purchased power and fuel expense, which is anon-GAAP measure discussed below, increased by $262$2,357 million as compared to 2013.2015. The year-over-year increase reflects the inclusion of CENG’s results beginning April 1, 2014 and was primarily due to the following favorable factors:

 

Increase of $815$2,196 million in revenue net of purchased power and fuel due to the inclusion of PHI’s results for the period of March 24, 2016 to December 31, 2016;

Increase of $210 million at ComEd primarily due to increased distribution and transmission formula rate revenue resulting from increased capital investment, as well as, favorable weather;

Increase of $109 million at BGE primarily due to increased transmission revenue as a result of increased capital investments and operating and maintenance expense recoveries and increased distribution revenue pursuant to increased rates as a result of the distribution rate orders issued by the MDPSC in June 2016 and July 2016;

Increase of $105 million at Generation primarily due to the inclusionimpact of CENG’s results beginning April 1, 2014 through December 31, 2014,the Ginna Reliability Support Services Agreement and a decrease in fuel costs related to the cancellation of DOE spent nuclear fuel disposal fees, increasedoutage days at higher capacity prices related to the Reliability Pricing Model (RPM) for the PJM Interconnection, LLC (PJM) market, and favorable portfolio management activitiesunits despite an increase in the New England and South regions;overall outage days, partially offset by higher procurement costs for replacement power related to the extreme cold weather in the first quarter of 2014 and lower realized energy prices related to executing Generation’s ratable hedging strategy;

prices; and

 

Increase of $365 million at Generation related to the reduction in amortization of in-the-money energy contracts recorded at fair value at the Constellation merger date and an increase related to the amortization of out-of-the money energy contracts recorded at fair value upon the consolidation of CENG;

Increase of $30 million at ComEd primarily reflecting higher transmission revenue due to increased capital investment and an increase of $93 million as a result of increased cost recovery associated with energy efficiency programs and uncollectible accounts expense (both offset below in operating and maintenance expense);

Increase of $33$105 million at PECO primarily due to increased recovery from regulatory programs (offset below primarily in operating and maintenance expense); and

Increase of $104 million at BGE primarily due to increasedelectric distribution revenue as a result of the 2013 and 2014 electric and natural gas distribution rate case orders issued by the Maryland PSC, increased cost recovery for energy efficiency and demand response programs (offset below in depreciation and amortization expense), and increased transmission revenue pursuant to increased ratesa rate increase effective June 2014.

January 1, 2016.

The year-over-year increase in operating revenuerevenues net of purchased power and fuel expense described above was partially offset by the following unfavorable factors:

Decreasea decrease of $1,095$298 million at Generation due tomark-to-market losses of $591$41 million in 20142016 from economic hedging activities as compared to $504gains of $257 million in mark-to-market gains in 2013.

Decrease of $16 million at ComEd due to unfavorable weather in the ComEd service territory.

2015.

Operating and maintenance expense increased by $1,298$1,726 million as compared to 20132015. The year-over-year increase was primarily due to the following unfavorable factors:

 

Increase of $910 million, exclusive of merger commitment costs discussed above, due to the inclusion of PHI’s results for the period March 24, 2016 to December 31, 2016;

Approval of the merger across all regulatory jurisdictions was conditioned on Exelon and PHI agreeing to certain commitments pursuant to which, upon acquisition close, Exelon recorded $513 million of costs;

Increase in Generation’s labor, contracting and materials costscost of $361$185 million primarily due to the inclusion of CENG’s results from April 1, 2014 through December 31, 2014, an increase of $44 million resulting from expenses recorded for a Constellation merger commitment, an increase of $54 million as a result of an increase in the number of planned nuclear refueling outage days at Generation, primarily related to the inclusion of CENG’s plants beginning April 1, 2014,Pepco Energy Services results in 2016 and an increaseincreased contracting costs related to energy efficiency projects;

Long-lived asset impairments of $16$171 million at Generation in 2016 compared to $10 million in the reserve for future asbestos-related bodily injury claims;

2015;

 

Increase in labor, contracting and materials costs of $56 million at ComEd associated with EIMA smart meter projects and $22$54 million at BGE due to increased maintenance activities;

Increaseprimarily as a result ofone-time charges associated with the reduction of regulatory assets and other long-lived assets stemming from certain cost disallowances contained within the distribution rate orders issued by the MDPSC in Generation’s accretion expense of $78 million primarily due to the inclusion of CENG’s results from April 1, 2014 through December 31, 2014;

June and July 2016; and

Long-lived asset impairmentsIncrease of $28 million at Generation for the recognition of $663 million in 2014 comparedone-time charges associated with Generation’s 2016 decision to $157 million in 2013.

Increased storm costs at PECOearly retire the Clinton and BGE of $100 million and $21 million, respectively;

Quad Cities nuclear generating facilities.

Increased spending on energy and efficiency programs and increased uncollectible accounts expense at ComEd of $93 million; and

Increased uncollectible accounts expense at BGE of $17 million.

The year-over-year increase in operating and maintenance expense was partially offset by the following favorable factor:factors:

 

Decrease of $79 million at Generation as a result of the annual update of the Generation nuclear decommissioning obligation related to thenon-regulatory units in 2016 versus 2015;

A reduction

Decrease of $79 million at Generation as a result of a decrease in nuclear outage days in 2016, excluding Salem; and

Decrease of $77 million in pension andnon-pension postretirement benefits expense of $178 million primarily at Exelon, Generation, and ComEd, post-retirement benefit costs resulting from plan design changes for certain OPEB plans and the favorable impact of higher actuarially assumed pension and OPEB discount rates for 2014, partially offset by the inclusion of CENG’s pension and non-pension postretirement benefits expense from April 1, 2014 through December 31, 2014.

in 2016.

Depreciation and amortization expense increased by $161$1,486 million primarily as a result of accelerated depreciation and amortization expense related to Generation’s previous decision to early retire the Clinton and Quad Cities nuclear generating facilities, increased nuclear decommissioning amortization at Generation, increased depreciation expense due to ongoing capital expenditures across all operating companies and the inclusion of PHI’s results for the period of March 24, 2016 to December 31, 2016.

Taxes other than income increased $376 million primarily due to increased property and utility taxes as a result of the inclusion of CENG’sPHI’s results from April 1, 2014 throughfor the period March 24, 2016 to December 31, 2014,2016.

Gain (Loss) on sales of assets decreased $66 million primarily due to certain Generation projects and contracts being terminated or renegotiated in 2016, partially offset by a gain associated with Generation’s sale of the retired New Boston generating site in 2016.

Interest expense, net increased depreciation expense acrossby $503 million primarily due to the operating companies for ongoing capital expenditures, and higher regulatory asset amortization related to energy efficiency and demand response expenditures.

Exelon recorded $437 million at Generation as a resultrecognition of gains recordedthe interest due on the sales of ownership interest in certain generating stations in 2014.

Exelon recorded a $261 million gain upon consolidation of CENG resulting from the difference in fair value of CENG’s net assets as of April 1, 2014, and the equity method investment previously recorded on Generation’s and Exelon’s books and the settlement of pre-existing transactions between Generation and CENG. Additionally, Exelon recorded a $28 million bargain-purchase gainasserted penalty related to the Integrys acquisition.

Interest expense decreased by $291 million primarily as a result of a decrease in 2014 given ComEd’s 2013 remeasurement ofTax Court’s decision on Exelon’s like-kind exchange tax positions, offset at Exelon by an increaseposition, higher outstanding debt to fund the PHI acquisition and general corporate purposes and the absence of the forward-starting interest rate swaps in 2014 related to financing activities associated with the pending PHI merger.

2016.

Other, net increased by $5$459 million primarily at Generation as a result of favorable settlements in 2014 of certain income tax positions on Constellation’s pre-acquisition 2009-2012 tax returns anddue to the change in realized and unrealized gains and losses on NDT funds.

funds at Generation, partially offset by the recognition of the penalty related to the Tax Court’s decision on Exelon’s like-kind exchange tax position.

Exelon’s effective income tax rates for the years ended December 31, 20142016 and 20132015 were 26.8%38.3% and 37.6%32.2%, respectively. See Note 14—15—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates.

Exelon recorded anafter-tax charge of $98 million for the year ended December 31, 2016 as a result of the assessment and remeasurement of certain federal and state PHI, Pepco, DPL and ACE uncertain tax positions.

For further detail regarding the financial results for the years ended December 31, 20142016 and 2013,2015, including explanation of thenon-GAAP measure revenuerevenues net of purchased power and fuel expense, see the discussions of Results of Operations by Segment below.

Adjusted(non-GAAP) Operating Earnings

Exelon’s adjusted(non-GAAP) operating earnings for the year ended December 31, 20142016 were $2,068$2,488 million, or $2.39$2.68 per diluted share, compared with adjusted(non-GAAP) operating earnings of $2,149$2,227 million, or $2.50$2.49 per diluted share, for the same period in 2013.2015. In addition to net income,

Exelon evaluates its operating performance using the measure of adjusted(non-GAAP) operating earnings because management believes it represents earnings directly related to the ongoing operations of the business. Adjusted(non-GAAP) operating earnings exclude certain costs, expenses, gains and losses and other specified items. This information is intended to enhance an investor’s overall understanding ofyear-to-year operating results and provide an indication of Exelon’s baseline operating performance excluding items that are considered by management to be not directly related to the ongoing operations of the business. In addition, this information is among the primary indicators management uses as a basis for evaluating performance, allocating resources, setting incentive compensation targets and planning and forecasting of future periods. Adjusted(non-GAAP) operating earnings is not a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report.

The following table provides a reconciliation between net income attributable to common shareholders as determined in accordance with GAAP and adjusted(non-GAAP) operating earnings for the year ended December 31, 20142016 as compared to 2013:2015:

 

  For the years ended December 31,   For the years ended December 31, 
  2014 2013   2016 2015 

(All amounts after tax; in millions, except per share amounts)

    Earnings
per
Diluted
Share
   Earnings
per
Diluted
Share
     Earnings
per
Diluted
Share
   Earnings
per
Diluted
Share
 

Net Income Attributable to Common Shareholders

  $1,623   $1.88   $1,719   $2.00    $1,134   $1.22   $2,269   $2.54  

Mark-to-Market Impact of Economic Hedging Activities (a)

   363    0.42    (310  (0.35   24   0.03   (158 (0.18

Unrealized Gains Related to NDT Fund Investments (b)

   (86  (0.10  (78  (0.09

Unrealized (Gains) Losses Related to NDT Fund Investments (b)

   (118 (0.13 115   0.13  

Plant Retirements and Divestitures (c)

   (245  (0.28  (13  (0.02   432   0.47    —      —    

Asset Retirement Obligation (d)

   (13  (0.02  7    0.01     (75 (0.08 (6 (0.01

Merger and Integration Costs (e)

   185    0.21    87    0.08     114   0.12   58   0.07  

Amortization of Commodity Contract Intangibles (f)

   64    0.07    347    0.41     35   0.04   (5  —    

Reassessment of State Deferred Income Taxes (g)

   (27  (0.03  4    —       10   0.01   41   0.05  

Long-Lived Asset Impairments (h)

   435    0.50    110    0.14     103   0.11   21   0.02  

Bargain-Purchase Gain on Integrys acquisition (i)

   (28  (0.03  —      —    

Gain on CENG Integration (j)

   (159  (0.18  —      —    

Tax Settlements (k)

   (106  (0.12  —      —    

CENG Non-Controlling Interest (l)

   62    0.07    —      —    

Remeasurement of Like-Kind Exchange Tax Position (m)

   —      —      267    0.31  

Midwest Generation Bankruptcy Charges (n)

   —      —      16    0.02  

Amortization of the Fair Value of Certain Debt (o)

   —      —      (7  (0.01

Tax Settlements (i)

   —      —     (52 (0.06

Mark-to-Market Impact of PHI Merger Related Interest Rate Swaps (j)

   —      —     (21 (0.02

PHI Merger Related Redeemable Debt Exchange (k)

   —      —     13   0.01  

Reduction in State Income Tax Reserve (l)

   —      —     (10 (0.01

Midwest Generation Bankruptcy Recoveries (m)

   —      —     (6 (0.01

Merger Commitments (n)

   437   0.47    —      —    

Curtailment of Generation Growth and Development Activities (o)

   57   0.06    —      —    

Cost Management Program (p)

   34   0.04    —      —    

Like-Kind Exchange Tax Position (q)

   199   0.21    —      —    

CENG Noncontrolling Interests (r)

   102   0.11   (32 (0.04
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Adjusted (non-GAAP) Operating Earnings

  $2,068   $2.39   $2,149   $2.50    $2,488   $2.68   $2,227   $2.49  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

 

(a)Reflects the impact of (gains) losses (gains) for the years ended December 31, 20142016 and December 31, 20132015 (net of taxes of $232$18 million and ($201)$99 million, respectively) on Generation’s economic hedging activities. See Note 12—13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional detail related to Generation’s hedging activities.
(b)

Reflects the impact of unrealized gains(gains) losses for the years ended December 31, 20142016 and December 31, 20132015 (net of taxes of $(77)$112 million and $(144)$148 million, respectively) on Generation’s NDT fund investments forNon-Regulatory Agreement Units.

See Note 15—16—Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional detail related to Generation’s NDT fund investments.

(c)ReflectsPrimarily reflects incremental accelerated depreciation and amortization expenses from June 2, 2016 through December 6, 2016 and construction work in progress impairments pursuant to the impactssecond quarter decision to early retire the Clinton and Quad Cities nuclear generating facilities, which decision was reversed in December 2016 (net of taxes of $285 million), partially offset by a gain associated with Generation’s 2016 sale of the salesNew Boston generating site (net of Generation’s ownership interests in generating stationstaxes of $12 million).
(d)Reflects anon-cash benefit pursuant to the annual update of the Generation nuclear decommissioning obligation related to theNon-Regulatory Agreement Units for the years ended December 31, 20142016 and December 31, 20132015 (net of taxes of $(163)$13 million and ($4)$4 million, respectively).
(d)Reflects the impacts of a decrease in Generation’s decommissioning obligation for the year ended December 31, 2014 (net of taxes of $(4) million). Reflects the impacts of an increase in Generation’s asset retirement obligation for asbestos at retired fossil plants for the year ended December 31, 2013 (net of taxes of $5 million).

(e)Reflects certain costs associated with mergers and acquisitions incurred for the years ended December 31, 20142016 and December 31, 20132015 (net of taxes of $84$50 million and $33$38 million, respectively) including professional fees, employee-related expenses, integration activities and upfront credit facilities merger commitments, and certain pre-acquisition contingencies, if and when applicablefees related to the Constellation merger in 2013 and the Constellation merger, CENG integration,PHI acquisition of Integrys Energy Services, Inc. (Integrys) and pending Fitzpatrick acquisition, partially offset in 2016 at ComEd, BGE and PHI by the anticipated recovery of previously incurred PHI acquisition in 2014.costs.
(f)Reflects thenon-cash impact for the years ended December 31, 20142016 and December 31, 20132015 (net of taxes of $68$22 million and $219$3 million, respectively) of the amortization of intangibles assets, net, related to commodity contracts recorded at fair value at the 2012 Constellation merger date, the 2014 CENG integration date,associated with prior acquisitions, if and the 2014 Integrys acquisition date.when applicable.
(g)Reflects thenon-cash impacts of the remeasurement of state deferred income taxes, primarily as a result of changes in forecasted apportionment.
(h)In 2014, reflects charges to earnings related to the impairmentsReflects impairment of certain generating assets held for sale, Upstreamupstream assets and certain wind generating assetsprojects in 2016 (net of taxes of $250$68 million). In 2013, reflects a charge to earnings primarily related to the cancellation of previously capitalized nuclear uprate projects and the impairment of certain wind generating assetsinvestment in long-term leases at Corporate in 2015 (net of taxes of $69$13 million).
(i)Reflects the excess of the fair value of assets and liabilities acquired over the purchase price for the Integrys acquisition (net of taxes of $(16) million) on November 1, 2014.
(j)Reflects the non-cash gain recorded upon consolidation of CENG in accordance with the execution of the NOSA on April 1, 2014 (net of taxes of $(102) million).
(k)Reflects a benefit related to the favorable settlement in 20142015 of certain income tax positions on Constellation’spre-acquisition 2009-2012 tax returns.
(j)Reflects the impact ofmark-to-market activity on forward-starting interest rate swaps held at Exelon Corporate related to financing for the PHI acquisition for the year ended December 31, 2015 (net of taxes of $14 million).
(k)Reflects the costs associated with the exchange and redemption in December 2015 of certain mandatorily redeemable debt issued to finance the PHI merger (net of taxes of $8 million in 2015).
(l)Pursuant toReflects the April 1,reduction of a previously recorded state income tax reserve associated with the 2014 consolidation, represents adjustments to accountsales of Keystone and Conemaugh for the CENG interest not owned by Generation, where applicable.year ended December 31, 2015.
(m)For 2013, reflectsReflects a non-cash charge to earnings (netbenefit for the favorable settlement of taxes of $102 million) resulting from the remeasurement of alike-kind exchange tax position taken on ComEd’s 1999 sale of fossil generating assets. See Note 14—Income Taxes of the Combined Notes to the Consolidated Financial Statements for additional information.
(n)Reflects costs incurred in 2013 to establish estimated liabilities (net of taxes of $10 million) long-term railcar lease agreement pursuant to the Midwest Generation bankruptcy primarilyfor the year ended December 31, 2015 (net of taxes of $4 million).
(n)Represents adjustments to costs incurred as part of the settlement orders approving the PHI acquisition and a charge related to lease payments under a coal rail car lease and estimated payments2012 CEG merger commitment for asbestos-related personal injury claims.the year ended December 31, 2016 (net of taxes of $126 million).
(o)Reflects the 2013 non-cash amortizationone-time recognition for a loss on sale of certain debtassets and asset impairment charges pursuant to Generation’s strategic decision to narrow the scope and scale of its growth and development activities for the year ended December 31, 2016 (net of taxes of ($5)$35 million) recorded at fair value at.
(p)Represents 2016 severance expense and reorganization costs related to a cost management program (net of taxes of $21 million).
(q)Represents the Constellation merger date which was retiredrecognition of a penalty and associated interest expense in the secondthird quarter of 2013. See Note 4—Mergers, Acquisitions, and Dispositions2016, as a result of a tax court decision on Exelon’s like-kind exchange tax position (net of taxes of $61 million).
(r)Represents elimination from Generation’s results of the Combined Notesnoncontrolling interests related to CENG exclusion items, primarily related to the Consolidated Financial Statements for additional information.impact of unrealized gains and losses on NDT fund investments and changes in asset retirement obligations in 2016, and in 2015 the impact of unrealized gains and losses on NDT fund investments andmark-to-market activity.

Merger and Acquisition Costs

On March 23, 2016, the Exelon and PHI Merger was completed. On the merger date, PHI shareholders received $27.25 of cash in exchange for each share of PHI common stock. The resulting company retained the Exelon name and is headquartered in Chicago.

As discussed above,a result of the PHI Merger, Exelon has incurred costs associated with evaluating, structuring and executing the PHI Merger transaction itself, and will continue to incur costscost associated with meeting the Integrysvarious commitments set forth by regulators and agreed-upon with other interested parties as part of the merger approval process, and integrating the former PHI acquisitions including employee-related expenses (e.g. severance, retirement, relocationbusinesses into Exelon.

The table below presents theone-timepre-tax charges recognized for the PHI Merger included in the Registrant’s respective Consolidated Statements of Operations and retention bonuses), financing costs, integration initiatives, and certain pre-acquisition contingencies.Comprehensive Income.

 

                       Successor 
   For the Year Ended December 31, 2016   March 24,
2016 to
December 31,
2016
 
   Exelon   Generation   Pepco   DPL   ACE   PHI 

Merger commitments

  $513    $3    $126    $86    $111    $323  

Changes in accounting and tax related policies and estimates

   —       —       25     15     5     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $513    $3    $151    $101    $116    $323  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

ForIn addition to theone-time PHI Merger charges discussed above, for the yearyears ended December 31, 2014,2016 and 2015, expense has been recognized for costs incurred to achieve the PHI Merger, Constellation merger, CENG integration, Integrys acquisition and proposed PHIthe pending FitzPatrick acquisition as follows:

 

   Pre-tax Expense 
   Twelve Months Ended December 31, 2014 

Merger Integration and Acquisition Costs:

  Generation   ComEd   PECO   BGE   Exelon 

Financing (a)

  $—      $—      $—      $—      $131  

Regulatory Commitments (b)

   44     —       —       —       44  

Transaction (c)

   —       —       —       —       26  

Employee-Related (d)

   5     —       —       —       5  

Other (e)

   56     4     2     2     65  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $105    $4    $2    $2    $271  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   Pre-tax Expense 
   Twelve Months Ended December 31, 2013 

Merger Integration Costs:

  Generation   ComEd   PECO   BGE   Exelon 

Employee-Related (d)

  $48    $4    $3    $1    $58  

Other (e)

   58     12     6     5     84  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $106    $16    $9    $6    $142  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   Pre-tax Expense 
   For the Year Ended December 31, 2016 

Merger Integration and
Acquisition Expense:

  Exelon (a)   Generation (a)   ComEd  PECO   BGE  PHI (a)   Pepco (a)  DPL (a)   ACE (a) 

Transaction (c)

   34     2     —      —       —      —       —      —       —    

Employee-related (d)

   77     10     2    1     1    64     30    18     15  

Other (e)

   52     44     (8  4     (2  5     (2  2     4  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  $163    $56    $(6 $5    $(1 $69    $28   $20    $19  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

   Pre-tax Expense 
   For the Year Ended December 31, 2015 

Merger Integration and Acquisition Expense:

  Exelon   Generation   ComEd   PECO   BGE 

Financing (b)

  $21    $—      $—      $—      $—    

Transaction (c)

   23     —       —       —       —    

Other (e)

   51     32     9     4     5  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $95    $32    $9    $4    $5  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)For Exelon, Generation, PHI, Pepco, DPL, and ACE, includes the operations of the acquired businesses beginning on March 24, 2016.
(b)Reflects costs incurred at Exelon related to the financing of the PHI merger,Merger, including upfront credit facility fees.
(b)Reflectsfees andmark-to-market activity on forward-starting interest rate swaps and costs incurred at Generation for a Constellation merger commitment.associated with the exchange and redemption of mandatorily redeemable debt.
(c)External, third party costs paid to advisors, consultants, lawyers and other experts to assist in the due diligence and regulatory approval processes and in the closing of transactions.
(d)Costs primarily for employee severance, pension and OPEB expense and retention bonuses. ComEd established regulatory assets of $2 million for the year ended December 31, 2013. The majority of these costs are expected to be recovered over a five-year period. These costs are not included in the table above.
(e)Costs to integrate CENG and Constellation processes and systems into Exelon and to terminate certain Constellation debt agreements. For the year ended December 31, 2014, also2016, includes the reversal of previously incurred acquisition, integration and financing costs of $8 million, $6 million, $11 million, $4 million and $16 million incurred at ComEd, BGE, Pepco, DPL and PHI, respectively, that has been deferred and recorded as a regulatory asset for anticipated recovery. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for more information. For the year ended December 31, 2015, includes costs to integrate CENG, Constellation and Integrys systems into Exelon and terminate certain Constellation debt agreements. Also includes professional fees primarily related to integration for the proposed PHI acquisition. ComEd and BGE established regulatory assets of $9 million and $12 million, respectively, for the year ended December 31, 2013, for certain other merger and integration costs, which are not included in the table above.

As of December 31, 2014,2016, Exelon projects incurringexpects to incur total additional PHI acquisition and integration related expensescosts of $650approximately $700 million, excluding merger commitments. Of this amount, including costs incurred from 2014 through December 31, 2016, Exelon and PHI have incurred approximately $610 million. Included in this amount are costs to fund the merger of which $76 million has been

expensed, $56 million has been paid and recorded as deferred debt issuance costs and $60 million has been incurred and charged to common stock. The remaining costs will be primarily within Operating and maintenance expense within Exelon’s Consolidated Statements of Operations and Comprehensive Income and will also include approximately $100$30 million isfor integration costs expected to be capitalized to property,Property, plant and equipment excludingequipment.

Significant 2016 Transactions and Developments

PHI Acquisition

On March 23, 2016, Exelon completed its acquisition of PHI for a total cash purchase price of $7.1 billion, significantly expanding its regulated utility business and resulting in a total of over 10 million utility customers. In accounting for the direct investmentacquisition as a business combination, Exelon and PHI have proposed to the PHI utilities respective customers.

Pursuant to the conditions set forth by the MDPSCrecorded $4.0 billion in its approvalgoodwill. Approval of the merger in Delaware, New Jersey, Maryland and the District of Columbia was conditioned upon Exelon and PHI agreeing to certain commitments including customer rate credits, funding for energy efficiency and delivery system modernization programs, and other various requirements, for which Exelon recorded $513 million of Operating and maintenance expense for the year ended December 31, 2016. The Registrants have also incurred costs for evaluating, structuring and executing the transaction, Exelon committedas well as integrating the former PHI businesses into Exelon. See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to the Consolidated Financial Statements for additional information regarding the PHI acquisition and related costs.

Illinois Future Energy Jobs Act

On December 7, 2016, FEJA was signed into law by the Governor of Illinois. FEJA is effective June 1, 2017, and includes, among other provisions, (1) a ZES providing compensation for certain nuclear-powered generating facilities, (2) an extension of and certain adjustments to ComEd’s electric distribution formula rate, (3) new cumulative persisting annual energy efficiency MWh savings goals for ComEd, (4) revisions to the Illinois RPS requirements, (5) provisions for adjustments to or termination of FEJA programs if the average impact on ComEd’s customer rates exceeds specified limits, (6) revisions to the existing net metering statute to (i) mandate net metering for community generation projects, and establish billing procedures for subscribers to those projects, (ii) provide a package of benefits to BGEimmediately for netting at the energy-only rate for nonresidential customers, and make(iii) transition from netting at the full retail rate to the energy-only rate for certain investmentsresidential net metering customers once the net meter customer load equals 5% of total peak demand supplied in the Cityprevious year and (7) support for low income rooftop and community solar programs. FEJA establishes new or adjusts existing rate recovery mechanisms for ComEd to recover costs associated with the new or expanded energy efficiency and RPS requirements. Regulatory or legal challenges over the validity of BaltimoreFEJA are possible. See Note 3—Regulatory Matters of the Combined Notes to the Consolidated Financial Statements for additional information regarding FEJA. See Note 9—Early Nuclear Plant Retirements of the Combined Notes to the Consolidated Financial Statements for the impacts of ZES on Generation’s Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Income.

New York Clean Energy Standard

On August 1, 2016, the New York Public Service Commission (NYPSC) issued an order establishing the CES, a component of a Tier 3 ZEC program targeted at preserving the environmental attributes of qualifyingzero-emissions nuclear-powered generating facilities, including CENG’s Ginna, and Nine Mile Point and Entergy Nuclear Fitzpatrick LLC’s (Entergy) 838 MW single unit James A. FitzPatrick facilities. On November 18, 2016, required contracts with the New York State Energy Research and Development Authority (NYSERDA) were executed for each of these three plants.

Regulatory and legal challenges over the validity the New York CES have been made, the outcomes of which remain uncertain. Also in August 2016, Generation executed a series of agreements with Entergy to acquire the Fitzpatrick nuclear generating station, subject to various regulatory approvals. The transaction is anticipated to close in the first or second quarter of 2017. See Note 3—Regulatory Matters Matters of the Combined Notes to the Consolidated Financial Statements for regulatory updates related to the New York CES, Note 9—Early Nuclear Plant Retirements of the Combined Notes to the Consolidated Financial Statements for additional information relative to Ginna and Nine Mile Point, and Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to the Consolidated Financial Statements for additional information on Generation’s proposed acquisition of FitzPatrick.

Potential Early Nuclear Plant Retirements

Exelon and Generation continually evaluate the current and expected economic value of each of Generation’s nuclear plants. Factors that will continue to affect the economic value of Generation’s nuclear plants include, but are not limited to: market power prices, results of capacity auctions, potential legislative and regulatory solutions to ensure nuclear plants are fairly compensated for their carbon-free emissions, and the Stateimpact of Maryland,final rules from the EPA requiring reduction of carbon and other emissions and the efforts of states to implement those final rules. In 2015 and 2016, Generation identified the Clinton, Quad Cities, Ginna, Nine Mile Point, and Three Mile Island nuclear plants as having the greatest risk of early retirement based on economic valuation and other factors. On June 2, 2016, Generation announced its decision to shut down the Clinton and Quad Cities nuclear plants on June 1, 2017 and June 1, 2018, respectively; thereby resulting in an estimated direct investment inaccelerated depreciation for these plant assets thereafter. With the Statepassage of Marylandthe Illinois ZES on December 7, 2016, Generation reversed its original decision, and revised the expected economic useful lives for both facilities to 2027 for Clinton and to 2032 for Quad Cities. Furthermore, assuming the successful implementation of approximately $1 billion. The direct investment estimate includes $95 millionthe Illinois ZES and the New York CES for their entire terms, Generation no longer considers Clinton, Quad Cities, Ginna or Nine Mile Point to $120 millionbe at heightened risk of early retirement. Generation currently considers Three Mile Island to be at the greatest risk of early retirement due to current economic valuations and other factors. See Note 9—Early Nuclear Plant Retirements of the Combined Notes to the Consolidated Financial Statements for additional information.

Like-Kind Exchange

On September 19, 2016, the United States Tax Court rejected Exelon’s position on its 1999 income tax return to defer under the like-kind exchange provisions of the IRC $1.2 billion of tax gain on the sale of ComEd’s fossil generating assets. In addition, contrary to Exelon’s evaluation that any penalty was unwarranted, the Tax Court ruled that Exelon is liable for the requirementpenalty and interest thereon asserted by the IRS, pursuant to cause constructionwhich Exelon and ComEd recorded charges to earnings in 2016 of a headquarters building in Baltimore for Generation’s competitive energy businesses. On March 20, 2013, Generation signed a twenty-year lease agreement that was contingent upon$106 million and $86 million, respectively. Exelon expects to timely appeal this decision to the developer obtaining all required approvals, permits and

financingU.S. Court of Appeals for the construction ofSeventh Circuit. While awaiting a buildingfinal calculation from the IRS, Exelon estimates an approximate $1.4 billion payment will be due, including $300 million form ComEd, in Baltimore, Maryland. The operating lease became effective during the second quarter of 2014 when these outstanding contingencies were met by2017 at the developer. The building is expectedtime it expects to file its appeal. Of this amount, Exelon deposited with the IRS $1.25 billion in October 2016, with the remainder to be ready for occupancy in approximately 2 years.paid at the time the appeal is filed. See Note 22—Commitments and Contingencies15—Income Taxes of the Combined Notes to Consolidated Financial Statements for further information related to the lease commitments.like-kind exchange tax matter, including Exelon’s agreement to hold ComEd harmless from any unfavorable impacts ofafter-tax interest or penalty amounts on ComEd’s equity.

BGE 2015 Electric and Natural Gas Distribution Base Rates

On November 6, 2015, and as amended through the course of the proceeding, BGE filed for electric and natural gas base rate increases with the MDPSC, which included recovery of electric and

natural gas smart grid initiative costs. On June 3, 2016, the MDPSC issued an order in which the MDPSC found compelling evidence to conclude that BGE’s smart grid initiative overall was cost beneficial to customers. However, the June 3 order contained several cost disallowances and adjustments, which BGE filed a petition for rehearing on and certain of which were reversed by the MDPSC in an order issued on July 29, 2016. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for further information.

Pepco Maryland 2016 Electric Distribution Base Rates

On November 15, 2016, the MDPSC approved an increase in electric distribution base rates of $53 million based on a ROE of 9.55%. The new rates became effective for services rendered on or after November 15, 2016. MDPSC also approved Pepco’s recovery of substantially all of its capital investment and regulatory assets associated with its AMI program as part of the newly effective rates as well as recovery over a five-year period of transition costs related to a new billing system implemented in 2015. As a result, during the fourth quarter of 2016, Exelon, PHI and Pepco established a regulatory asset of $13 million, wrote off $3 million in disallowed AMI costs and recorded aExelon’spre-tax credit to net income for $10 million. Additionally, the MDPSC denied Pepco’s request to extend its Grid Resiliency Program surcharge for new system reliability and safety improvement projects, with costs for such programs to be recovered going forward through base rates. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for further information.

DPL Delaware 2016 Electric and Natural Gas Distribution Base Rates

The DPSC approved provisional increases in annual electric and natural gas distribution base rates of $2.5 million effective May 17, 2016, and an additional $30 million effective December 17, 2016, for electric and of $2.5 million effective May 17, 2016, and an additional $10 million effective December 17, 2016, for gas. These increases are subject to refund based on the final DPSC orders. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for further information.

DPL filed an application with the DPSC to increase its annual electric and natural gas distribution base rates by $63 million and $22 million, respectively, based on a requested ROE of 10.6%. While the DPSC is not required to issue a decision on the application within a specified period of time, Delaware law allowed DPL to put into effect $2.5 million of each of the rate increases two months after filing the applications which were effective July 16, 2016. On December 1, 2016, the DPSC approved that an additional $30 million in electric distribution base rates be implemented effective December 17, 2016, subject to refund based on the final DPSC order, and an additional $10 million in gas base rates be implemented effective December 17, 2016, subject to refund based on the final DPSC order. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for further information.

ACE 2016 Electric Distribution Base Rates

On August 24, 2016, the NJBPU issued an order approving a stipulation of settlement among ACE, the New Jersey Division of Rate Counsel, NJBPU Staff and Unimin Corporation, and an increase of $45 million (before New Jersey sales and use tax) to its electric distribution base rates, with the new rates effective immediately. The stipulation of settlement provided that a determination on PowerAhead would be separated into a phase II of the rate proceeding and decided at a later date, most likely in the first quarter of 2017. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for further information.

Exelon��s Strategy and Outlook for 20152017 and Beyond

Exelon’s value proposition and competitive advantage come from its scope and scale across the energy value chain and its core strengths of operational excellence and financial discipline. Exelon’s strategy is to leverageExelon leverages its integrated business model to create valuevalue. Exelon’s regulated and diversify its business. Exelon’s competitive and regulated businesses feature a mix of attributes that, when combined, offer shareholders and customers a unique value proposition:

 

Generation’s competitive businesses provide commodity exposure and a platform to diversify into adjacent markets, while providing residual dividend support.

Exelon’s utilities provide a foundation for stable earnings, and dividend support, which translates to a stable currency in our stock.

 

Generation’s competitive businesses provide free cash flow to invest primarily into the utilities and in long-term, contracted assets and to reduce debt.

Exelon believes its strategy provides a platform for optimal success in an energy industry experiencing fundamental and sweeping change. While enhancing

Exelon’s core value,utility strategy is to improve reliability and operations and enhance the customer experience, while ensuring ratemaking mechanisms provide the utilities fair financial returns. The Exelon utilities only invest in rate base where it enables itprovides a benefit to take advantagecustomers and the community by improving reliability and the service experience or otherwise meeting customer needs. The Exelon utilities make these investments at the lowest reasonable cost to customers. Exelon seeks to leverage its scale and expertise across the utilities platform through enhanced standardization and sharing of resources and best practices to achieve improved operational and financial results. Additionally, ComEd, PECO and BGE anticipate making significant future investments in smart meter technology, transmission projects, gas infrastructure, and electric system improvement projects, providing greater reliability and improved service for our customers and a myriad of opportunities, rather than focusing on any one segment ofstable return for the energy industry value chain.

company.

Generation’s competitive businesses create value for customers by providing innovative solutions and reliable, clean and affordable energy. Generation’s electricity generation strategy is to pursue opportunities that provide stable revenues and generation to load matching and that diversify the generation fleet by expanding Generation’s regional and technological footprint.to reduce earnings volatility. Generation leverages its energy generation portfolio to ensure delivery ofdeliver energy to both wholesale and retail customers under long-term and short-term contracts, and in wholesale power markets.customers. Generation’s customer-facingcustomer facing activities foster development and delivery of other innovative energy-related products and services for its customers. Generation operates in well-developed energy markets and employs an integrated hedging strategy to manage commodity price volatility. Its generation fleet, including its nuclear plants which consistently operate at high capacity factors, also provide geographic and supply source diversity. These factors help Generation mitigate the current challenging conditions in competitive energy markets.

Exelon’s utility strategy is to improve reliability and operations and enhance the customer experience, while ensuring ratemaking mechanisms provide the utilities fair financial returns. The Exelon utilities only invest in rate base where it provides a net benefit to customers and the community by increasing reliability and the service experience or otherwise meeting customer needs. The Exelon utilities make these investments prudently and at the lowest reasonable cost to customers. Exelon seeks to leverage its scale and expertise across the utilities platform through enhanced standardization and sharing of best practices to achieve improved operational and financial results. Combined, the utilities plan to invest approximately $16 billion over the next five years in smart meter technology, transmission projects, gas infrastructure, and electric system improvement projects, providing greater reliability and improved service for our customers and a stable return for the company.

Exelon’s financial priorities are to maintain investment grade credit metrics at each of Exelon, Generation, ComEd, PECO and BGE,the Registrants, to maintain optimal capital structure and to return value to Exelon’s shareholders with a sustainablean attractive dividend throughout the energy commodity market cycle and through stable earnings growth from attractive investment opportunities.growth. Exelon’s Board of Directors has approved a dividend policy providing a raise of 2.5% each year for three years, beginning with the June 2016 dividend.

Various market, financial, regulatory, legislative and otheroperational factors could affect the Registrants’ success in pursuing their strategies. Exelon continues to assess infrastructure, operational, commercial, policy, and legal solutions to these issues. See ITEM 1A. RISK FACTORS for additional information regarding market and financial factors.information.

Proposed Merger with Pepco Holdings, Inc. (Exelon)

On April 29, 2014, Exelon and Pepco Holdings, Inc. (PHI) signed an agreement and plan of merger (as subsequently amended and restated as of July 18, 2014,Continually optimizing the Merger Agreement) to combine the two companies in an all cash transaction. The resulting company will retain the Exelon name and be headquartered in Chicago. Under the Merger Agreement, PHI’s shareholders will receive $27.25 of cash in exchange for each share of PHI common stock. Exelon intends to fund the all-cash transaction usingcost structure is a combination of approximately $3.5 billion of debt, up to $1 billion cash from asset sales primarily at Generation, and the remainder through issuance of equity (including mandatory convertible securities). In addition, Exelon entered into a 364-day $7.2 billion senior unsecured bridge credit facility to support the contemplated transaction and provide flexibility for timing of permanent financing, which has subsequently been reduced to $3.2 billion as a result of execution of the debt and equity security issuances and the net after-tax cash proceeds from generating asset divestitures during the second half of 2014. See Note 4—Mergers, Acquisitions, and Divestitures, Note 13—Debt and Credit Agreements, and Note 19—Common Stock of the Combined Notes to Consolidated Financial Statements for further information related to these transactions. In connection with the Merger Agreement, Exelon entered into a subscription agreement under which it has purchased $126 million of a new class of nonvoting, nonconvertible and nontransferable preferred securities in PHI as of December 31, 2014, with additional investments of $18 million to be made quarterly up to a maximum aggregate investment of $180 million. As part of the applications for approval of the merger, Exelon and PHI proposed a package of benefits to the PHI utilities’ respective customers, providing for direct investment of more than $100 million with the actual amount and timing of any related payments dependent upon settlement discussions in merger regulatory approval proceedings and the terms of regulatory orders approving the merger.

To date, the PHI stockholders, the Virginia State Corporation Commission, the New Jersey Board of Public Utilities (NJBPU) and the FERC have approved the merger of PHI and Exelon. The Federal Communications Commission has also approved the transfer of certain PHI communications licenses. On February 11, 2015, the NJBPU approved the proposed merger and the previously filed settlement signed and filed by Exelon, PHI, Atlantic City Electric (ACE), NJBPU staff, and the Independent Energy Coalition. The settlement provides a package of benefits to ACE customers and the state of New Jersey. This package of benefits includes the establishment of customer rate credit programs, with an aggregate value of $62 million for ACE customers and energy efficiency programs that will provide savings for ACE customers of $15 million.

Completion of the transaction also remains conditioned upon approval by the Public Services Commissions of the District of Columbia, Delaware and Maryland. Procedural schedules have been set in these commission proceedings and final approval decisions are expected in the first half of 2015.

On October 9, 2014, PHI and Exelon each received a request for additional information from the DOJ. The request had the effect of extending the DOJ review period until 30 days after PHI and Exelon each has certified that it has substantially complied with the request. On November 21, 2014, Exelon and PHI each certified that it had substantially complied with the request. Accordingly, the HSR Act waiting period expired on December 22, 2014, and the HSR Act no longer precludes completion of the merger. Although the DOJ allowed the waiting period under the HSR Act to expire without taking any action with respect to the merger, the DOJ has not advised Exelon or PHI that it has concluded its investigation. Exelon and PHI will continue to work cooperatively with the DOJ regarding the proposed merger.

Exelon and PHI continue to expect to complete the merger in the second or third quarter of 2015.

Through December 31, 2014, Exelon has incurred approximately $179 million of expense associated with the proposed merger, including $48 million related to acquisition and integration costs and $131 million of costs incurred to finance the transaction. The Merger Agreement also provides for termination rights for both parties. Under certain circumstances, if the Merger Agreement is terminated, PHI may be required to pay Exelon a termination fee ranging from $259 million to $293 million plus certain expenses. If the transaction does not close due to a regulatory failure, Exelon may be required to pay PHI a termination fee equal to the amount of purchased nonvoting preferred securities of PHI described above, as a result of PHI redeeming the outstanding nonvoting preferred securities for no consideration other than the nominal par value of the stock.

Exelon has listed various potential risks relating to the pending merger with PHI (see Item 1A. Risk Factors), including difficulties that may be encountered in satisfying the conditions to completion of the merger and the potential for developments that might have an adverse effect on Exelon and the ability to realize the expected benefits of the merger. Exelon is taking steps to manage these risks and expects that the merger can be completed on a basis favorable to the company’s shareholders and customers. Accordingly, Exelon anticipates closing the transaction in the second or third quarter of 2015. Refer to Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on the merger transaction.

Power Markets

Price of Fuels. The use of new technologies to recover natural gas from shale deposits is increasing natural gas supply and reserves, which places downward pressure on natural gas prices and, therefore, on wholesale and retail power prices, which results in a reduction in Exelon’s revenues. Forward natural gas prices have declined significantly over the last several years; in part reflecting an increase in supply due to strong natural gas production (due to shale gas development).

Capacity Market Changes in PJM.In the wake of the January 2014 Polar Vortex that blanketed much of the Eastern and Midwestern United States, it became clear that while a major outage event was narrowly avoided, resources in PJM were not providing the level of reliability expected by customers. To address this disconnect, on December 12, 2014, PJM filed at FERC a proposal to make significant changes to its current capacity market construct, the Reliability Pricing Model (RPM). PJM’s proposed changes generally seek to improve resource performance and reliability largely by limiting the excuses for non-performance and by increasing the penalties for performance failures. To cover capital and other costs and risks that suppliers would incur to meet these higher reliability standards, suppliers would be allowed to include adders for such costs as well as risk premiums in their capacity market offers. While offers are expected to put upward pressure on capacity clearing prices, operational improvements made as a result of PJM’s proposal are expected to improve reliability, to reduce energy production costs as a result of more efficient operations and to reduce the need for out of market energy payments to suppliers. Exelon participated actively in PJM’s stakeholder processthrough which PJM developed the proposal and is also actively participating in the FERC proceedingincluding filing comments. PJM asked for a FERC order approving the proposal by April 1, 2015 so PJM can implement the proposal prior to its next capacity auction in May 2015. However, it is not clear when or how the FERC will respond to PJM’s proposal or, if it responds within PJM’s timeframe, whether FERC will require changes.

Subsidized Generation. The rate of expansion of subsidized generation, including low-carbon generation such as wind and solar energy, in the markets in which Generation’s output is sold can negatively impact wholesale power prices, and in turn, Generation’s results of operations.

Various states have attempted to implement or propose legislation, regulations or other policies to subsidize new generation development which may result in artificially depressed wholesale energy and capacity prices. For example, the New Jersey legislature enacted in to law in January 2011, the Long Term Capacity Pilot Program Act (LCAPP). LCAPP provides eligible generators with 15-year fixed contracts for the sale of capacity in the PJM capacity market. Under LCAPP, the local utilities in New Jersey are required to pay (or receive) the difference between the price eligible generators receive in the capacity market and the price guaranteed under the 15-year contract. New Jersey ultimately selected three proposals to participate in LCAPP and build new generation in the state. In addition, on April 12, 2012, the MDPSC issued an order directing the Maryland electric utilities to enter into a 20-year contract for differences (CfD) with CPV Maryland, LLC (CPV), under which CPV will construct an approximately 700 MW combined cycle gas turbine in Waldorf, Maryland, that it projected will be in commercial operation by June 1, 2015. CPV has subsequently sought to extend that date. The CfD mandated that utilities (including BGE) pay (or receive) the difference between CPV’s contract price and the revenues it receives for capacity and energy from clearing the unit in the PJM capacity market.

Exelon and others have challenged the constitutionality and other aspects of the New Jersey legislation and the actions taken by the MDPCS in state and federal courts. Ultimately, the Exelon parties prevailed in obtaining orders from the U.S. Court of Appeals for the Third Circuit and the U.S. Court of Appeals for the Fourth Circuit effectively undoing the actions taken by the New Jersey legislature and the MDPSC respectively. The matter has been appealed to the U.S. Supreme Court, and while the Court of Appeals decisions are helpful, there remains risk the Supreme Court will overrule the lower Courts.

As required under their contracts, generator developers who were selected in the New Jersey and Maryland programs (including CPV) offered and cleared in PJM’s capacity market auctions held in May 2012, 2013, and 2014. In addition, CPV has announced its intention to move forward with construction of its New Jersey and Maryland plants, with or without the challenged state subsidy. Nonetheless to the extent that the state-required customer subsidies are included under their respective contracts, Exelon believes that these projects may have artificially suppressed capacity prices in PJM in these auctions and may continue to do so in future auctions to the detrimentkey component of Exelon’s market driven position. Whilefinancial strategy. Through a recent focused cost management program, the court decisions in New Jersey and Maryland are positive developments, continuation of these state efforts, if successful and unabated by an effective minimum offer price rule (MOPR) for future capacity auctions, could continuecompany has committed to result in artificially depressed wholesale capacity and/or energy prices. Other states could seek to establish programs, which could substantially impact Exelon’s market driven position and could have a significant effect on Exelon’s financial results of operations, financial position and cash flows. Exelon continues to monitor developments and participate in stakeholder and other processes to ensure that similar state subsidies are not developed. In addition, Exelon remains active in advocating for competitive markets, while opposing policies that require taxpayers and/ or consumers to subsidize or give preferential treatment to specific generation providers or technologies, or that would threaten the reliability and value of the integrated electricity grid.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the Maryland Order.

Energy Demand. Modest economic growth partially offset by energy efficiency initiatives is resulting in positive growth for electricity for ComEd and PECO, and no projected growth for electricity for BGE. ComEd, PECO and BGE are projecting load volumes to increase by 0.4%, 0.8% and (0.2)%, respectively, in 2015 compared 2014.

Retail Competition. Generation’s retail operations compete for customers in a competitive environment, which affect the margins that Generation can earn and the volumes that it is able to

serve. The market experienced high price volatility in the first quarter of 2014 which contributed to bankruptcies and consolidations within the industry during the year. However, forward natural gas and power prices are expected to remain low and thus we expect retail competitors to stay aggressive in their pursuit of market share, and that wholesale generators (including Generation) will continue to use their retail operations to hedge generation output.

Strategic Policy Alignment

Exelon routinely reviews its hedging policy, dividend policy, operating and capital costs, capital spending plans, strength of its balance sheet and credit metrics, and sufficiency of its liquidity position, by performing various stress tests with differing variables, such as commodity price movements, increases in margin-related transactions, changes in hedging practices, and the impacts of hypothetical credit downgrades.

Exelon’s board of directors declared the second quarter 2014 dividend of $0.31 per share on Exelon’s common stock. The second quarter dividend was paid on June 10, 2014 to shareholders of record on May 16, 2014. All future quarterly dividends require approval by Exelon’s board of directors.

Exelon’s board of directors declared the third quarter 2014 dividend of $0.31 per share on Exelon’s common stock. The third quarter dividend was paid on September 10, 2014 to shareholders of record on August 15, 2014.

Exelon’s board of directors declared the fourth quarter 2014 dividend of $0.31 per share on Exelon’s common stock. The fourth quarter dividend was paid on December 10, 2014 to shareholders of record on November 14, 2014.

Exelon’s board of directors declared the first quarter 2015 dividend of $0.31 per share on Exelon’s common stock. The first quarter dividend will be paid on March 10, 2015, to shareholders of record on February 13, 2015.

Exelon and Generation evaluate the economic viability of each of their generating units on an ongoing basis. Decisions regarding the future of economically challenged generating assets will be based primarily on the economics of continuedreducing operation of the individual plants. If Exelon and Generation do not see a path to sustainable profitability in any of their plants, Exelon and Generation will take steps to retire those plants to avoid sustained losses. Retirement of plants could materially affect Exelon’s and Generation’s results of operations, financial position, and cash flows through, among other things, potential impairment charges, accelerated depreciation and decommissioning expenses over the plants remaining useful lives, and ongoing reductions to operating revenues, operating and maintenance expenses and capital expenditures.costs by approximately $350 million and $50 million,

respectively, of which approximately 35% ofHedging Strategyrun-rate

Exelon’s policy savings was achieved by the end of 2016. Approximately 60% ofrun-rate savings are expected to hedge commodity risk on a ratable basis over three-year periods is intendedbe achieved by the end of 2017 and fully realized in 2018. At least 75% of the savings are expected to reduce the financial impact of market price volatility.be allocated to Generation, is exposed to commodity price risk associated with the unhedged portion of its electricity portfolio. Generation enters into non-derivative and derivative contracts, including financially-settled swaps, futures contracts and swap options, and physical options and physical forward contracts, all with credit-approved counterparties, to hedge this anticipated exposure. Generation has hedges in place that significantly mitigate this risk for 2014 and 2015. This strategy has not changed as a result of recent and pending asset divestitures. However, Generation is exposed to relatively greater commodity price risk in the subsequent years with respect to which a larger portion of its electricity portfolio is currently unhedged. As of December 31, 2014, the percentage of

expected generation hedged for the major reportable segments was 93%-96%, 61%-64% and 31%-34% for 2015, 2016, and 2017 respectively. The percentage of expected generation hedged is theremaining amount of equivalent sales divided by the expected generation (which reflects the divestiture impact of Quail Run). Expected generation is the volume of energy that best represents our commodity position in energy markets from owned or contracted for capacity based upon a simulated dispatch model that makes assumptions regarding future market conditions, which are calibrated to market quotes for power, fuel, load following products, and options. Equivalent sales represent all hedging products, such as wholesale and retail sales of power, options and swaps. Generation has been and will continue to be proactive in using hedging strategies to mitigate commodity price risk in subsequent years as well. See Note 4—Mergers, Acquisition and Dispositions for more detail regarding the divestitures.

Generation procures oil and natural gas through long-term and short-term contracts and spot-market purchases. Nuclear fuel is obtained predominantly through long-term uranium concentrate supply contracts, contracted conversion services, contracted enrichment services and contracted fuel fabrication services. The supply markets for uranium concentrates and certain nuclear fuel services, coal, oil and natural gas are subject to price fluctuations and availability restrictions. Supply market conditions may make Generation’s procurement contracts subject to credit risk relatedallocated to the potential non-performance of counterparties to deliver the contracted commodity or service at the contracted prices. Approximately 50% of Generation’s uranium concentrate requirements from 2015 through 2019 are supplied by three producers. In the event of non-performance by these or other suppliers, Generation believes that replacement uranium concentrates can be obtained, although at prices that may be unfavorable when compared to the prices under the current supply agreements. Non-performance by these counterparties could have a material adverse impact on Exelon’s and Generation’s results of operations, cash flows and financial position.Utility Registrants.

ComEd, PECO and BGE mitigate commodity price risk through regulatory mechanisms that allow them to recover procurement costs from retail customers.

Growth Opportunities

With an emphasis on innovation and entrepreneurship, Exelon is currently pursuing growth in both the utility and competitive energy businesses. Identifying and capitalizing on emerging trends and technologies, Exelon plans to invest in new innovative technologies to compete with a new breed of energy players, leverage new technologies to create new or expand existing businesses, and improve productivity and efficiencies within our existing businesses. Management continually evaluates growth opportunities aligned with Exelon’s businesses, assets and markets, leveraging Exelon’s expertise in those areas.areas and offering sustainable returns.

Competitive Energy Businesses

Generation continues to pursue growth in its existing businesses and markets and further diversification across the competitive energy value chain.

Leveraging its competencies,

Generation’s 2014 acquisition of Integrys allows Generation to expand its retail footprint further in an industry sector that continues to mature and consolidate and provides hedging and diversification benefits to its existing portfolio.

Generation continues to pursue investment opportunities in renewables, in its nuclear uprate program and in the development of natural gas generation plants that is supported by the trend of increasing natural gas supply.

Investing in business diversification to position the company for the future,

Generation has launched a business in competitive distributed generation that capitalizes on the push toward a decentralized system.

Generation is also making investments across the natural gas value chain throughout North America, focusing initially on expansion of the existing Upstream and wholesale gas businesses, as well as entry into liquefied natural gas.

Regulated Energy Businesses

.The proposed acquisition of PHI merger provides an opportunity to accelerate Exelon’s regulated growth andto provide stable cash flows, earnings accretion, and dividend stability.support. Additionally, ComEd, PECOthe Utility Registrants anticipate investing approximately $25 billion over the next five years in electric and BGE anticipate making significant future investments innatural gas infrastructure improvements and modernization projects, including smart meter and smart grid initiatives, storm hardening, and advanced reliability technologies. Upon obtaining various approvals, ComEd also planstechnologies, and transmission projects, which is projected to investresult in an increase to current rate base of approximately $280 million to construct$9 billion by the Grand Prairie Gateway Transmission Line in Illinois alleviating identified congestion and enhancing reliability. ComEd, PECO and BGEend of 2021. The Utility Registrants invest in rate base where it provides a net benefitbeneficial to customers and the community by increasing reliability and the service experience or otherwise meeting customer needs. These investments are made prudently and at the lowest reasonable cost to customers.

See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the Smart Meter and Smart Grid Initiatives.Initiatives and infrastructure development and enhancement programs.

Competitive Energy Businesses.Generation continually assesses the optimal structure and composition of our generation assets as well as explores wholesale and retail opportunities within the power and gas sectors. Generation’s long-term growth strategy is to prioritize investments in long-term contracted generation across multiple technologies and identify and capitalize on opportunities that provide generation to load matching as a means to provide stable earnings, while identifying emerging technologies where strategic investments provide the option for significant future growth or influence in market development. As of December 31, 2016, Generation has currently approved plans to invest a total of approximately $1 billion in 2017 through 2019 on capital growth projects (primarily new plant construction and distributed generation).

Liquidity Considerations

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, retire debt, pay dividends, fund pension and OPEB obligations and invest in new and existing ventures. A broad spectrum of financing alternatives beyond the core financing options can be used to meet its needs and fund growth including monetizing assets in the portfolio via project financing, asset sales, and the use of other financing structures (e.g., joint ventures, minority partners, etc.). The Registrants expect cash flows to be sufficient to meet operating expenses, financing costs and capital expenditure requirements.

Exelon, Generation, ComEd, PECO, BGE, Pepco, DPL and BGEACE have unsecured syndicated revolving credit facilities with aggregate bank commitments of $0.5$0.6 billion, $5.3 billion, $1.0 billion, $0.6 billion, $0.6 billion, $0.5 billion, $0.5 billion and $0.6$0.4 billion, respectively. Generation also has bilateral credit facilities with aggregate maximum availability of $0.5 billion. See Liquidity and Capital Resources—Credit Matters—Exelon Credit Facilities below.

ExposureProject Financing

Generation utilizes individual project financings as a means to Worldwide Financial Markets.finance the construction of various generating asset projects. Project financing is based upon a nonrecourse financial structure, in which project debt and equity used to finance the project are paid back from the cash generated by the newly constructed asset once operational. Borrowings under these agreements are secured by the assets and equity of each respective project. The lenders do not have recourse against Exelon has exposure to worldwide financial markets including European banks. Disruptionsor Generation in the European marketsevent of a default. If a specific project financing entity does not maintain compliance with its specific nonrecourse debt financing covenants, there could reduce or restrict the Registrants’ abilitybe a requirement to secure sufficient liquidity or secure liquidity at reasonable terms. As of December 31, 2014, approximately 29%, or $2.5 billion,accelerate repayment of the Registrants’ aggregate total commitments were with European banks, excludingassociated debt or other borrowings earlier than the unsecured bridge facilitystated maturity dates. In these instances, if such repayment was not satisfied, the lenders or security holders would generally have rights to provide financing forforeclose against the proposed PHI acquisition.project-specific assets and related collateral. The credit facilities include $8.5 billion in aggregate total commitments of which $7.3 billion was available as of December 31, 2014,potential requirement to satisfy its associated debt or other borrowings earlier than otherwise anticipated could lead to impairments due to outstanding lettersa higher likelihood of credit. There were no borrowings underdisposing of the Registrants’ credit facilities asrespective project-specific assets significantly before the end of December 31, 2014.their useful life. See Note 13—14—Debt and Credit Agreements of the Combined Notes to the Consolidated Financial Statements for additional information on nonrecourse debt.

ExGen Texas Power

In September 2014, ExGen Texas Power, LLC (EGTP), an indirect subsidiary of Exelon and Generation, issued $675 million aggregate principal amount of a nonrecourse senior secured term loan. The net proceeds were distributed to Generation for general business purposes. EGTP’s operating cash flows have been negatively impacted by certain market conditions including, but not limited to: low power prices, higher fuel prices and the seasonality of its cash flows . Despite the declining operating cash flows, EGTP remains in compliance with its covenants related to the project specific financing. Management continues to monitor the project entity’s short term liquidity needs. See Note 14—Debt and Credit Agreements of the Combined Notes to the Consolidated Financial Statements for additional information on the credit facilities.

EGTP.

Tax MattersOther Key Business Drivers and Management Strategies

Utility Rates and Rate Proceedings

The Utility Registrants file rate cases with their regulatory commissions seeking increases or decreases to their electric transmission and distribution, and gas distribution rates to recover their costs and earn a fair return on their investments. The outcomes of these regulatory proceedings impact the Utility Registrants’ current and future results of operations, cash flows and financial position. See Note 14—Income Taxes3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for further details on these regulatory proceedings.

Power Markets

Price of Fuels

The use of new technologies to recover natural gas from shale deposits is increasing natural gas supply and reserves, which places downward pressure on natural gas prices and, therefore, on wholesale and retail power prices, which results in a reduction in Exelon’s revenues. Forward natural gas prices have declined significantly over the last several years; in part reflecting an increase in supply due to strong natural gas production (due to shale gas development).

Capacity Market Changes in PJM

In the wake of the January 2014 Polar Vortex that blanketed much of the Eastern and Midwestern United States, it became clear that while a major outage event was narrowly avoided, resources in PJM were not providing the level of reliability expected by customers. As a result, on December 12,

2014, PJM filed at FERC a proposal to make significant changes to its current capacity market construct, the Reliability Pricing Model (RPM). PJM’s proposed changes generally sought to improve resource performance and reliability largely by limiting the excuses fornon-performance and by increasing the penalties for performance failures. The proposal permits suppliers to include in capacity market offers additional information.costs and risk so they can meet these higher performance requirements. While offers are expected to put upward pressure on capacity clearing prices, operational improvements made as a result of PJM’s proposal are expected to improve reliability, to reduce energy production costs as a result of more efficient operations and to reduce the need for out of market energy payments to suppliers. Generation participated actively in PJM’s stakeholder process through which PJM developed the proposal and also actively participated in the FERC proceeding including filing comments. On June 9, 2015, FERC approved PJM’s filing largely as proposed by PJM, including transitional auction rules for delivery years 2016/2017 through 2017/2018. As a result of this and several related orders, PJM hosted its 2018/2019 Base Residual Auction (results posted on August 21, 2015) and its transitional auction for delivery year 2016/2017 (results posted on August 31, 2015) and its transitional auction for delivery years 2017/2018 (results posted on September 9, 2015). On May 10, 2016, FERC largely denied rehearing, and a number of parties appealed to the U.S. Court of Appeals for the DC Circuit for review of the decision. It is too early in the process to predict the appeal outcome.

MISO Capacity Market Results

On April 14, 2015, the Midcontinent Independent System Operator (MISO) released the results of its capacity auction covering the June 2015 through May 2016 delivery year. As a result of the auction, capacity prices for the zone 4 region in downstate Illinois increased to $150 per MW per day beginning in June 2015, an increase from the prior pricing of $16.75 per MW per day that was in effect from June 2014 to May 2015. Generation had an offer that was selected in the auction. However, due to Generation’s ratable hedging strategy, the results of the capacity auction have not had a material impact on Exelon’s and Generation’s consolidated results of operations and cash flows.

Additionally, in late May and June 2015, separate complaints were filed at the FERC by each of the State of Illinois, the Southwest Electric Cooperative, Public Citizens, Inc., and the Illinois Industrial Energy Consumers challenging the results of this MISO capacity auction for the 2015/2016 delivery in MISO delivery zone 4. The complaints allege generally that 1) the results of the capacity auction for zone 4 are not just and reasonable, 2) the results should be suspended, set for hearing and replaced with a new just and reasonable rate, 3) a refund date should be established and that 4) certain alleged behavior by one of the market participants other than Exelon or Generation, be investigated.

On October 1, 2015, the FERC announced that it was conducting anon-public investigation (that does not involve Exelon or Generation) into whether market manipulation or other potential violations occurred related to the auction. On December 31, 2015, the FERC issued a decision that certain of the rules governing the establishment of capacity prices in downstate Illinois are “not just and reasonable” on a prospective basis. The FERC ordered that certain rules be changed prior to the April 2016 auction which set capacity prices for the 2016/2017 planning year. In response to this order, MISO filed certain rule changes with the FERC. On March 18, 2016, FERC largely denied rehearing of its December 31, 2015 order. FERC continues to conduct itsnon-public investigation to determine if the April 2015 auction results were manipulated and, if so, whether refunds are appropriate. The FERC did establish May 28, 2015, the day the first complaint was filed, as the date from which refunds (if ordered) would be calculated, and it also made clear that the findings in the December 31, 2015 order do not prejudge the investigation or related proceedings. Generation cannot predict the impact the FERC order may ultimately have on future auction results, capacity pricing or decisions related to the potential early retirement of the Clinton nuclear plant, however, such impacts could be material to Generation’s future results of operations and cash flows. See Note 9—Early Nuclear Plant Retirements of the Combined Notes to the Consolidated Financial Statements for additional information on the impacts of the MISO announcement.

MISO has acknowledged the need for capacity market design changes in the zone 4 regions, and on November 1, 2016 filed a comprehensive capacity market proposal for the zone 4 region (as well as another zone). It is too early to predict the outcome of that filing. Exelon is generally supportive of such changes. However, several fossil generators have requested that FERC impose an expanded minimum offer price rule (MOPR) that could affect capacity offers from the Clinton nuclear plant. See Note 9—Early Nuclear Plant Retirements of the Combined Notes to the Consolidated Financial Statements for additional information on the impacts of the MISO announcement. Exelon is actively participating in this aspect of the proceeding, seeking to avoid the implementation of such a MOPR mechanism. However, it is too early in the proceeding to predict.

Subsidized Generation

The rate of expansion of subsidized generation, in the markets in which Generation’s output is sold can negatively impact wholesale power prices, and in turn, Generation’s results of operations.

Various states have attempted to implement or propose legislation, regulations or other policies to subsidize new generation development which may result in artificially depressed wholesale energy and capacity prices. For example, the New Jersey legislature enacted into law in January 2011, the Long Term Capacity Pilot Program Act (LCAPP). LCAPP provides eligible generators with15-year fixed contracts for the sale of capacity in the PJM capacity market. Under LCAPP, the local utilities in New Jersey are required to pay (or receive) the difference between the price eligible generators receive in the capacity market and the price guaranteed under the15-year contract. New Jersey ultimately selected three proposals to participate in LCAPP and build new generation in the state. In addition, on April 12, 2012, the MDPSC issued an order directing the Maryland electric utilities to enter into a20-year contract for differences (CfD) with CPV Maryland, LLC (CPV), under which CPV was required to construct an approximately 700 MW combined cycle gas turbine in Waldorf, Maryland. The CfD mandated that utilities (including BGE, Pepco and DPL) pay (or receive) the difference between CPV’s contract price and the revenues it receives for capacity and energy from clearing the unit in the PJM capacity market.

Exelon and others challenged the constitutionality and other aspects of the New Jersey legislation in federal court. The actions taken by the MDPSC were also challenged in federal court in an action to which Exelon was not a party. The federal trial courts in both the New Jersey and Maryland actions effectively invalidated the actions taken by the New Jersey legislature and the MDPSC, respectively. Each of those decisions was upheld by the U.S. Court of Appeals for the Third Circuit and the U.S. Court of Appeals for the Fourth Circuit, respectively. On April 19, 2016, the U.S. Supreme Court affirmed the decision of the U.S. Court of Appeals for the Fourth Circuit, and subsequently denied certiorari with respect to the appeal from the U.S. Court of Appeals for the Third Circuit, leaving in place that court’s decision. The matter is now considered closed.

As required under their contracts, generator developers who were selected in the New Jersey and Maryland programs (including CPV) offered and cleared in PJM’s capacity market auctions. To the extent that the state-required customer subsidies are included under their respective contracts, Exelon believes that these projects may have artificially suppressed capacity prices in PJM in these auctions and may continue to do so in future auctions to the detriment of Exelon. While the court decisions are positive developments, continuation of these state efforts, if successful and unabated by an effective minimum offer price rule (MOPR) for future capacity auctions, could continue to result in artificially depressed wholesale capacity and/or energy prices. Other states could seek to establish programs, which could substantially impact Exelon’s position and could have a significant effect on Exelon’s financial results of operations, financial position and cash flows.

One such state is Ohio, where state-regulated utility companies FirstEnergy Ohio (FE) and AEP Ohio (AEP) initiated actions at the Public Utilities Commission of Ohio (PUCO) to obtain approval for Riders that would effectively allow these two companies to pass through to all customers in their service territories the differences between their costs and market revenues on PPAs entered into

between the utility and its merchant generation affiliate for what was collectively more than 6,000MW of primarily coal-fired generation. Thus, the Riders were similar to the CfDs described above (except that the PPA Riders in Ohio would apply to existing generation facilities whereas the CfDs applied to new generation facilities). While FERC orders on April 27, 2016 largely alleviated the concerns related to the Riders by holding that the PPAs ran afoul of affiliate restrictions on FE and AEP, we continue to closely monitor developments in Ohio.

In addition, Exelon continues to monitor developments in Maryland, New Jersey, and other states and participates in stakeholder and other processes to ensure that similar state subsidies are not developed. Exelon remains active in advocating for competitive markets, while opposing policies that require taxpayers and/ or consumers to subsidize or give preferential treatment to generation providers or technologies that do not provide superior reliability or environmental benefits, or that would threaten the reliability and value of the integrated electricity grid.

Complaints at FERC Seeking to Mitigate Illinois and New York Programs Providing ZECs

PJM and NYISO capacity markets include a Minimum Offer Price Rule (MOPR) that is intended to preclude buyers from exercising buyer market power. If a resource is subjected to a MOPR, its offer is adjusted to remove the revenues it receives through a federal, state or other government-provided financial support program—resulting in a higher offer that may not clear the capacity market. Currently, the MOPRs in PJM and NYISO apply only to certain new resources. Exelon has generally opposed policies that required subsidies or give preferential treatment to generation providers or technologies that do not provide superior reliability or environmental benefits, or that would threaten the reliability and value of the integrated electricity grid. Thus, Exelon has supported a MOPR as a means of minimizing the detrimental impact of certain subsidized resources could have on capacity markets (such as the New Jersey (LCAPP) and Maryland (CfD) programs. However, in Exelon’s view, MOPRs should not be applied to resources that receive compensation for providing superior reliability or environmental benefits.

On January 9, 2017, the Electric Power Supply Association (EPSA) filed two requests with FERC: one seeking to amend a prior complaint against PJM and another seeking expedited action on a pending NYISO compliance filing in an existing proceeding. Both filings allege that the relevant MOPR should be expanded to also apply to existing resources receiving ZEC compensation under the New York CES and Illinois ZES programs. Exelon has filed protests at FERC in response to each filing, arguing generally that ZEC payments provide compensation for an environmental attribute that is distinct from the energy and capacity sold in the FERC-jurisdictional markets, and therefore, are no different than other renewable support programs like the PTC and RPS that have generally not been subject to a MOPR. However, if successful, an expanded MOPR could result in mitigation of Generation’s Quad Cities, Ginna, and Nine Mile Point facilities, which are expected to receive ZEC compensation, such that they would have an increased risk of not clearing in future capacity auctions and thus no longer receiving capacity revenues during the respective ZEC programs. This would also impact the FitzPatrick facility that Generation is currently in the process of acquiring from Entergy. Any mitigation of these generating resources could have a material effect on Exelon’s and Generation’s future cash flows and results of operations. The timing of FERC’s decision with respect to both proceedings is currently unknown and the outcome of these matters is currently uncertain.

Energy Demand

Modest economic growth partially offset by energy efficiency initiatives is resulting in positive growth for electricity for Pepco, a decrease in projected load for electricity for BGE, DPL and ACE, and an essentially flat projected load for electricity for ComEd and PECO. ComEd, PECO, BGE, Pepco, DPL and ACE are projecting load volumes to increase (decrease) by (0.3)%, 0.6%, (1.4)%, (1.7)%, 0.8% and (0.7)%, respectively, in 2017 compared 2016.

Retail Competition

Generation’s retail operations compete for customers in a competitive environment, which affect the margins that Generation can earn and the volumes that it is able to serve. The market experienced high price volatility in the first quarter of 2014 which contributed to bankruptcies and consolidations within the industry during the year. However, forward natural gas and power prices are expected to remain low and thus we expect retail competitors to stay aggressive in their pursuit of market share, and that wholesale generators (including Generation) will continue to use their retail operations to hedge generation output.

Strategic Policy Alignment

As part of its strategic business planning process, Exelon routinely reviews its hedging policy, dividend policy, operating and capital costs, capital spending plans, strength of its balance sheet and credit metrics, and sufficiency of its liquidity position, by performing various stress tests with differing variables, such as commodity price movements, increases in margin-related transactions, changes in hedging practices, and the impacts of hypothetical credit downgrades.

Exelon’s board of directors declared first quarter 2016 dividends of $0.31 per share each on Exelon’s common stock. The second, third and fourth quarter 2016 dividends declared was $0.318 on Exelon’s common stock, and the first quarter 2017 dividends declared was $0.328 per share. The dividends for the first, second, third and fourth quarter 2016 were paid on March 10, 2016, June 10, 2016, September 9, 2016 and December 9, 2016, respectively. The first quarter 2017 dividend is payable on March 10, 2017.

Exelon’s Board of Directors has approved a dividend policy providing a raise of 2.5% each year for three years, beginning with the June 2016 dividend.

Hedging Strategy

Exelon’s policy to hedge commodity risk on a ratable basis over three-year periods is intended to reduce the financial impact of market price volatility. Generation is exposed to commodity price risk associated with the unhedged portion of its electricity portfolio. Generation enters intonon-derivative and derivative contracts, including financially-settled swaps, futures contracts and swap options, and physical options and physical forward contracts, all with credit-approved counterparties, to hedge this anticipated exposure. Generation has hedges in place that significantly mitigate this risk for 2017 and 2018. However, Generation is exposed to relatively greater commodity price risk in the subsequent years with respect to which a larger portion of its electricity portfolio is currently unhedged. As of December 31, 2016, the percentage of expected generation hedged for the major reportable segments was91%-94%,56%-59% and28%-31% for 2017, 2018, and 2019 respectively. The percentage of expected generation hedged is the amount of equivalent sales divided by the expected generation. Expected generation is the volume of energy that best represents our commodity position in energy markets from owned or contracted generating facilities based upon a simulated dispatch model that makes assumptions regarding future market conditions, which are calibrated to market quotes for power, fuel, load following products, and options. Equivalent sales represent all hedging products, such as wholesale and retail sales of power, options and swaps. Generation has been and will continue to be proactive in using hedging strategies to mitigate commodity price risk in subsequent years as well.

Generation procures oil and natural gas through long-term and short-term contracts and spot-market purchases. Nuclear fuel is obtained predominantly through long-term uranium concentrate supply contracts, contracted conversion services, contracted enrichment services, or a combination thereof, and contracted fuel fabrication services. The supply markets for uranium concentrates and certain nuclear fuel services, coal, oil and natural gas are subject to price fluctuations and availability

restrictions. Supply market conditions may make Generation’s procurement contracts subject to credit risk related to the potentialnon-performance of counterparties to deliver the contracted commodity or service at the contracted prices. Approximately 39% of Generation’s uranium concentrate requirements from 2017 through 2021 are supplied by three producers. In the event ofnon-performance by these or other suppliers, Generation believes that replacement uranium concentrate can be obtained, although at prices that may be unfavorable when compared to the prices under the current supply agreements.Non-performance by these counterparties could have a material adverse impact on Exelon’s and Generation’s results of operations, cash flows and financial position.

The Utility Registrants mitigate commodity price risk through regulatory mechanisms that allow them to recover procurement costs from retail customers.

Tax Matters

Potential Corporate Tax Reform

The results of the November 2016 U.S. elections have introduced greater uncertainty with respect to federal tax policies. President Trump has stated that one of his top priorities is comprehensive tax reform and House Republicans plan to advance their tax reform “blueprint”. Tax reform proposals call for a reduction in the corporate federal income tax rate from the current 35% to as low as 15%. Other proposals provide, among other items, for the immediate deduction of capital investment expenditures and full or partial elimination of debt interest expense deductions. It is uncertain whether, to what extent or when these or any other changes in federal tax policies will be enacted or the transition time frame for such changes. Further, for the Utility Registrants, regulators may impose rate reductions to provide the benefit of any income tax expense reductions to customers and refund “excess” deferred income taxes previously collected through rates. The amounts and timing of any such rate changes would be subject to the discretion of the rate regulator in each specific jurisdiction. For these reasons, the Registrants cannot predict the impact any potential changes may have on their future results of operations, cash flows or financial position, and such changes could be material.

See Note 15—Income Taxes of the Combined Notes to the Consolidated Financial Statements for additional information

Environmental Legislative and Regulatory Developments.

Developments

Exelon supportsis actively involved in the promulgationEPA’s development and implementation of certain environmental regulations byfor the U.S. EPA, includingelectric industry, in pursuit of its business strategy to provide reliable, clean, affordable and innovative energy products. These efforts have most frequently involved air, water and waste controls for electric generating units. Seeunits, as set forth in the discussion below for further details. The air and wastebelow. These regulations will have a disproportionate adverse impact on fossil-fuel power plants, requiring significant expenditures of capital and variable operating and maintenance expense, and will likely resulthave resulted in the retirement of older, marginal facilities. Retirements of coal-fired power plants will continue as additional EPA regulations take effect, and as air quality standards are updated and further restrict emissions. Due to theirits low emission generation portfolios,portfolio, Generation and CENG will not be significantly directly affected by these regulations, representing a competitive advantage relative to electric generators that are more reliant on fossil-fuel plants. Various bills have been introduced in the U.S. Congress that would prohibit or impede the U.S. EPA’s rulemaking efforts. The timingefforts, and it is uncertain whether any of the consideration of such legislation is unknown.these bills will become law.

Air Quality.Quality

In recent years, the U.S. EPA has been implementing a series of increasingly stringent regulations under the Clean Air Act relatingapplicable to NAAQS for conventional air pollutants (e.g., NOx, SO2 and particulate matter) as well as stricter technology requirements to control HAPs (e.g., acid gases, mercury and other heavy metals) from electric generationgenerating units. The U.S. EPA continues to review and update its NAAQS with a tightened particulate matter NAAQS issued in December 2012 and a tightened ozone NAAQS, to be finalized in late 2015, proposed for public comment in December 2014. These recently finalized or proposed updates will potentially resultregulations have resulted in more stringent emissions limits on fossil-fuel electric generating stations. Therestations as states implement their compliance plans.

National Ambient Air Quality Standards (NAAQS). The EPA continues to be opposition among fossil-fuel generation ownersreview and update its NAAQS for conventional air pollutants relating to ground-level ozone and emissions of particulate matter, SO2 and NOx. Following five years of litigation, the potential stringency and timing of these air regulations.

In July 2011,EPA is implementing the U.S. EPA published CSAPR and in June 2012, it issued final technical corrections. CSAPRCross State Air Pollution Rule that requires 28 upwind states in the eastern half of the United States to significantly improve air quality by reducing power plant emissions that cross state lines and contribute to ground-level ozone and fine particle pollution in downwind states. On August 21, 2012, a three-judge panelstates, and otherwise contributes tonon-attainment status of the D.C. Circuit Court held that the U.S. EPA had exceeded its authority in certain material aspects with respect to CSAPR and vacated the rule and remanded it to the U.S. EPA for further rulemaking consistent with its decision. The Court also ordered that CAIR remain in effect pending finalization of CSAPR on remand. Numerous entities challenged the CSAPR in the D.C. Circuit Court. On August 21, 2012, the D.C. Circuit Court of Appeals held that the U.S. EPA has exceeded its authority in certain material aspects of the CSAPR and vacated the rule and remanded it to the U.S. EPA for further rulemaking consistent with its decision. On April 29, 2014, the U.S. Supreme Court reversed the D.C. Circuit Court decision and upheld CSAPR, and remanded the case to the D.C. Circuit Court to resolve the remaining implementation issues On November 21, 2014, the U.S. EPA issued an Interim Final Rule in which the Agency announced that it was tolling the effective dates for the CSAPR. The first phase of the CSAPR program started on January 1, 2015,downwind states with the second phase starting January 1, 2017. Also released on November 21, 2014, was a Notice of Data Availability under which the Agency proposed CSAPR allowance allocations to generating units for the first five years of the program, 2015-2020; these were identical to those previously identified in prior final rules related to the CSAPR.various NAAQS requirements.

Mercury and Air Toxics Standard Rule (MATS).On December 16, 2011, the U.S. EPA signed a final rule to reduce emissions of toxic air pollutants from power plants and signed revisions to the NSPS for electric generating units. The final rule, known as MATS, requires coal-fired electric generation plants to achieve high removal rates of mercury, acid gases and other metals. To achieve these standards, coal units with no pollution control equipment installed (uncontrolled coal units) will havemetals, and to make capital investments in pollution control equipment and incur higher operating expenses. It is expected that owners of smaller, older, uncontrolled coal units will retire the units rather than make these investments. Coal units with existing controls that do not meet the MATS rule may

need to upgrade existing controls or add new controls to comply. Owners of oil units not currently meeting the proposed emission standards may choose to convert the units to light oils or natural gas, install control technologies, or retire the units. The MATS rule requires generating stationsinitial compliance deadline to meet the new standards three years after the rule takes effect,was April 16, 2015, with specific guidelines for2015; however, facilities may have been granted an additional one or two yearsyear extension in limited cases. Numerouscases.Numerous entities challenged MATS in the D.C. Circuit Court, and Exelon intervened in support of the rule. OnIn April 15, 2014, the D.C. Circuit Court issued an opinion upholding MATS in its entirety.

In November 2014, On appeal, the U.S. Supreme Court granted a petition for review ofdecided in June 2015 that the MATS Rule filed by 20 states and a coalition of coal-fired electric generators. The U.S. Supreme Court announced that it will review a single, yet critical, aspect of the MATS Rule—whether the U.S. EPA properly considered complianceunreasonably refused to consider costs (e.g., pollution control capital expenditures and on-going operations and maintenance expense) in determining whether it is appropriate and necessary to regulate hazardous air pollutants emitted by electric utilities. IfThe U.S. Supreme Court, however, did not vacate the rule; rather, it was remanded to the D.C. Circuit Court finds that the U.S. EPA acted unreasonably, then implementation of the rule would be delayed until the U.S. EPA corrects any deficiencies. It is likely thatto take further action consistent with the U.S. Supreme CourtCourt’s opinion on this single issue. As such, the MATS rule remains in effect. Exelon will issue a decision sometime in 2015. Exelon has been participatingcontinue to participate in the caseremanded proceedings before the D.C. Circuit Court as an intervenor in support of the rule.

The U.S. EPA continued its regular, periodic review of the NAAQS standards. On November 25, 2014, the Agency proposed, for public comment, the establishment of a revised primary ozone standard in the range of 65-70 parts per billion (ppb) 8-hour average, a reduction from the 2008 ozone standard level of 75 ppb 8-hour average standard. The Agency is also requesting public comment on levels as low as 60 ppb 8-hour average. In its proposal, the Agency is also proposing to extend the “ozone season” on a state-by-state basis from its current May-September five-month period to include months before, and after, the traditional ozone season, depending on air quality monitoring data. Most CSAPR states are proposed to be subjected to a March to October “ozone season.” In its proposed rule, the Agency also elected to set the secondary standard at the same level and form as the primary standard. The Agency is expected to issue its final ozone NAAQS revision in October 2015. In December 2012, the U.S. EPA issued its final revisions to the Agency’s particulate matter (PM) NAAQS. In its final rule, the U.S. EPA lowered the annual PM2.5 standard, but declined to issue a new secondary NAAQS to improve urban visibility. The U.S. EPA indicated in its final rule that by 2020 it expects most areas of the country will be in attainment of the new PM2.5 NAAQS based on currently expected regulations, such as the MATS regulation.

In addition to these NAAQS, the U.S. EPA also finalized nonattainment designations for certain areas in the United States for the 2010 one-hour SO2 standard on August 5, 2013, and indicated that additional nonattainment areas will be designated in a future rulemaking. U.S. EPA will require states to submit state implementation plans (SIPs) for nonattainment areas by March 25, 2015. With regard to Texas and Maryland, no nonattainment areas were identified in EPA’s final designation rule. With regard to Illinois and Pennsylvania, several counties, or portions of counties, in each state were identified as nonattainment. Since the 2010 one-hour SO2 standard was finalized, EPA has issued a series of guidance documents, and proposed a Data Requirement Rule that will be finalized in the summer of 2015 related to requirements for states related to the application of air quality monitoring and modeling in state implementation plans. Nonattainment county compliance with the one-hour SO2 standard is required by March 25, 2018. While significant SO2 reductions will occur as a result of MATS compliance in 2015, Exelon is unable to predict the requirements of pending states’ SIPs to further reduce SO2 emissions in support of attainment of the one hour SO2 standard.

The cumulative impact of these air regulations could be to require fossil fuel-fired power plant operators to expend significant capital to install pollution control technologies, including wet flue gas desulfurization technology for SO2 and acid gases, and selective catalytic reduction technology for NOx.

In addition, as of December 31, 2014, Exelon had a $361 million net investment in coal-fired plants in Georgia subject to long-term leases extending through 2028 and 2030. While Exelon currently estimates the value of these plants at the end of the lease term will be in excess of the recorded residual lease values, after the impairments recorded in the second quarter of 2013 and 2014, final applications of the CSAPR and MATS regulations could negatively impact the end-of-lease term values of these assets, which could result in a future impairment loss that could be material.

On January 15, 2013, EPA issued a final rule for NSPS and National Emissions Standards for Hazardous Air Pollutants (NESHAP) for reciprocating internal combustion engines (RICE NESHAP/NSPS). The final rule allows diesel backup generators to operate for up to 100 hours annually under certain emergency circumstances without meeting emissions limitations, but requires units that operate over 15 hours to burn low sulfur fuel and report key engine information. The final rule eliminates after May 2014 the 50 hour exemption for peak shaving and other non-emergency demand response that was included in the proposed rule and, therefore, is not expected to result in additional megawatts of demand response to be bid into the PJM capacity auction.

In the absence of Federal legislation, the U.S. EPA is also moving forward with the regulation of GHG emissions under the Clean Air Act. On June 25, 2013, President Obama announced “The President’s Climate Action Plan,” a summary of executive branch actions intended to: reduce carbon emissions; prepare the United States for the impacts of climate change; and lead international efforts to combat global climate change and prepare for its impacts. Concurrent with the announcement of the Administration’s plan, the President also issued a Memorandum for the Administrator of the Environmental Protection Agency that focused on power generation sector carbon reductions under the Section 111 New Source Performance Standards (NSPS) section of the federal Clean Air Act. The memorandum directs the U.S. EPA Administrator to issue two sets of proposed rulemakings with regard to power plant carbon emissions under Section 111 of the Clean Air Act.

The U.S. EPA proposed a Section 111(b) regulation for new units in September 2013 that may result in material costs of compliance for CO2 emissions for new fossil-fuel electric generating units, particularly coal-fired units. The Climate Action Plan also required the U.S. EPA to propose by June 2014 GHG emission regulations for existing stationary sources under Section 111(d) of the Clean Air Act, and to issue final regulations by June 2015. That proposed rule was published in the Federal Register on June 16, 2014. The proposed rule establishes emission reduction targets for each state and provides flexibility for each state to determine how to achieve its required reductions, including heat rate improvements at coal-fired power plants, fuel switching from coal to gas, renewable generation and new nuclear facilities, demand side energy efficiency, and the use of market-based instruments. While the nature and impact of the final regulations is not yet known, to the extent that the rule results in emission reductions from fossil fuel fired plants, imposing some form of direct or indirect price of carbon in competitive electricity markets, Exelon’s overall low-carbon generation portfolio results would benefit.

Change.Exelon supports comprehensive climate change legislation or regulation, including acap-and-trade program for GHG emissions, which balances the need to protect consumers, business and the economy with the urgent need to reduce national GHG emissions. In the absence of Federal legislation, the EPA is moving forward with the regulation of GHG emissions under the Clean Air Act. In addition, there have been recent developments in the international regulation of GHG emissions pursuant to the United Nations Framework Convention on Climate Change (“UNFCCC” of “Convention”). See ITEM 1.—BUSINESS,“Global Climate Change” for further discussion.

Water Quality.Quality

Section 316(b) of the Clean Water Act requires that cooling water intake structures at electric power plants reflect the best technology available to minimize adverse environmentalimpacts,environmental impacts, and is implemented through state-level NPDES permit programs. On October 14, 2014, the U.S. EPA’s final Section 316(b) rule became effective. The rule requires that a seriesAll of studies and analyses be performed at each facility to determine the best technology available, followed by an implementation period. The timing of the various requirements for each facility is relatedGeneration’s power generation facilities with cooling water systems are subject to the status of its current NPDES permit and the subsequent renewal period. There is no fixed compliance schedule, as this is leftregulations. Facilities without closed-cycle recirculating systems (e.g., cooling towers) are potentially most affected by changes to the discretion of the state permitting director.

existing regulations. Those facilities are Calvert Cliffs, Clinton, Dresden, Eddystone, Fairless Hills, Ginna, Gould Street, Handley, Mountain Creek, Mystic 7, Nine Mile Point Unit 1, Oyster Creek, Peach Bottom, Quad Cities, Riverside, Salem and Schuylkill. See ITEM 1.—BUSINESS ,“Water Quality” for further discussion.

Until the compliance requirements are determined by the applicable state permitting director on a site-specific basis for each plant, the impact of compliance with the final rule is unknown. Should a state permitting director determine that a facility is required to install cooling towers to comply with the rule, that facility’s economic viability would be called into question. However, the likely impact of the rule has been significantly decreased since the final rule does not mandate cooling towers as a national standard,Solid and the state permitting director is required to apply a cost-benefit test and take into consideration site-specific factors.Hazardous Waste

Hazardous and Solid Waste. On December 19, 2014, the U.S. EPA issuedIn October 2015, the first federal regulation for the disposal of coal combustion residuals (CCR) from power plants including the classification ofbecame effective. The rule classifies CCR asnon-hazardous waste under RCRA. The EPA ruling is effective 180 days after publication in the Federal Register, which is anticipated in early 2015. Under the regulation, CCR will continue to be regulated by most states subject to coordination with the federal regulations. Generation has previously recorded reserves consistent with state regulation for its owned coal ash sites, and as such, the regulation is not expected to impact Exelon’s and Generation’s financial results. Generation is evaluating what, if any, incremental costs will be incurred for coal ash disposal sites formerly owned by Generation that have not yet been closed by their current owners. At this time, however, Generation does not have sufficient information to reasonably assess the potential

likelihood or magnitude of any remediation requirements that may be asserted for these former sites under the new federal regulations.regulations for coal ash disposal sites formerly owned by Generation. For these reasons, Generation is unable to predict whether and to what extent theyit may ultimately be held responsible for remediation and other costs relating to formerly owned coal ash disposal sites under the new regulations, and as a result no new liability has been recorded as of December 31, 2014.

regulations.

See Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for further detail related to environmental matters, including the impact of environmental regulation.

Other Legislative and Regulatory Developments

Other Regulatory and Legislative Actions

NRC Task Force Insights from the Fukushima Daiichi Accident.on Fukishima

In July 2011, an NRC Task Force formed in the aftermath of the March 11, 2011, 9.0 magnitude earthquake and ensuing tsunami, that seriously damaged the nuclear units at the Fukushima Daiichi Nuclear Power Station, issued a report of its review of the accident, including tiered recommendations for future regulatory action by theNRC to be taken in the near and longer term. The Task Force’s report concluded that nuclear reactorsin the United States are operating safely and do not present an imminent risk to public health andsafety. The NRC and its staff have issued orders and implementation guidance for commercial reactor licensees operating in the United States. The NRC and its staff are continuing to evaluate additional requirements. Generation has assessed the impacts of the Tier 1 orders and information requests and will continue monitoring the additional recommendations under review by the NRC staff, both from an operational and a financial impact standpoint. A comprehensive review of the NRC Tier 1 orders and information requests, as well as preliminary engineering assumptions and analysis, indicate that the financial impact of compliance for Generation, net of expectedco-owner reimbursements, for the period from 20152017 through 2019 is expected to be between approximately $325$75 million and $350$100 millionof capital (including approximately $75 million for the CENG plants) and $75$15 million of operating expense (including approximately $25 million for the CENG plants). As Generation completes the design and installation planning for its actions, Generation will update these estimates. Further, Generation estimates incremental costs of $15 to $20 million per unit at thirteen Mark 1 and II units (including two CENG units) for the installation of filters on vents, if ultimately required by the NRC.expense. Generation’s current assessments are specific to the Tier 1 recommendations as therecommendations. The NRC has not taken specific actionfinalized actions with respect to the Tier 2 and Tier 3 recommendations.recommendations and is expected to do so in 2017. Exelon and Generation are unable to conclude at this time to what extent any actions to comply with the requirements of Tier 2

and Tier 3 will impact their future financial position, results of operations, and cash flows. Generation will continue to engage in nuclear industry assessments and actions and stakeholder input. See Item 1A. Risk Factors

Employees

During 2016, Exelon BSC and Item 7. Management’s DiscussionComEd extended the collective bargaining agreement (CBA) with IBEW Local 15 by three years; with an expiration date of September 30, 2022. Exelon Generation extended its CBA with both the IBEW Local 15 (covering the five (5) Midwest nuclear plants) and AnalysisIBEW Local 51 (Clinton) by three years; with expiration dates of Financial ConditionApril 30, 2022 and ResultsDecember 15, 2023, respectively. Additionally, Exelon Nuclear Security successfully ratified its CBA with the UGSOA Local 17 at Oyster Creek to an extension of Operations—Executive Overview offive (5) years, and Exelon Power successfully ratified its CBA with the Exelon 2014 Form 10-K,IBEW Local 614 to a three (3) extension. In January 2017, an election was held at BGE which resulted in union representation for additional information.

Financial Reform Legislation. The Dodd-Frank Wall Street Reformapproximately 1,400 employees. BGE and Consumer Protection Act (the Act) was enactedIBEW Local 410 will begin negotiations for an initial agreement which could result in July 2010. The part of the Act that appliessome modifications to Exelon is Title VII, which is known as the Dodd-Frank Wall Street Transparency and Accountability Act (Dodd-Frank). Dodd-Frank requires the creation of a new regulatory regime for over-the-counter swaps (Swaps), including mandatory clearing for certain categories of Swaps, incentives to shift Swap activity to exchange trading, margin and capital requirements,wages, hours and other obligations designed to promote transparency. For non security-based Swaps including commodity Swaps, Dodd-Frank empowers the Commodity Futures Trading Commission (CFTC) to promulgate regulations implementing the law’s objectives. The primary aimterms and conditions of Dodd-Frank is to regulate the key intermediaries in the Swaps market, which entities are either swap dealers (SDs), major swap participants (MSPs), and certain other financial entities, but the law also applies to a lesser degree to end-users of Swaps. On January 12, 2015, President Obama signed into law a bill that exempts from margin requirements Swaps used by end-users to hedge or mitigate commercial risk. Moreover, the CFTC’s Dodd-Frank regulations preserve the ability of end users in the energy industry to hedge their risks using Swaps without being subject to mandatory clearing, and excepts or exempts end-users from many of the other substantive regulations. Accordingly, as an end-user, Generation is conducting its commercial business in a manner that does not require registration with the CFTC as an SD or MSP. Generation does not anticipate transacting in the future in a manner in which it would become a SD or MSP.

There are, however, some rulemakings that have not yetemployment. No agreement has been finalized including the capitalto date and margin rules for (non-cleared) Swaps. Generation does not expect these rules to directly impact its collateral requirements. However, depending on the substance of these final rules in addition to certain international regulatory requirements still under development and that are similar to Dodd-Frank, Generation’s Swap counterparties could be subject to additional and potentially significant capitalization requirements. These regulations could motivate the SDs and MSPs to increase collateral requirements or cash postings from their counterparties, including Generation.

Generation continues to monitor the rulemaking proceedings with respect to the capital and margin rules, butmanagement cannot predict to what extent, if any, further refinements to Dodd-Frank requirements may impact its cash flows or financial position, butthe outcome of such impacts could be material.negotiations.

ComEd, PECO and BGE could also be subject to some Dodd-Frank requirements to the extent they were to enter into Swaps. However, at this time, management of ComEd, PECO and BGE continue to expect that their companies will not be materially affected by Dodd-Frank.

Energy Infrastructure Modernization Act. Since 2011, ComEd’s distribution rates are established through a performance-based rate formula, pursuant to EIMA. Participating utilities are required to file an annual update to the performance-based formula rate tariff on or before May 1, withresulting rates effective in January of the following year. This annual formula rate update is based on prior year actual costs and current year projected capital additions. The update also reconciles any differences between the revenue requirement(s) in effect for the prior year and actual costs incurred for that year. In addition, ComEd’s earned rate of return on common equity is required to be within plus or minus 50 basis points (“the collar”) of the target rate of return determined as the annual average rate on 30-year treasury notes plus 580 basis points. Therefore, the collar limits favorable and unfavorable impacts of weather and load on distribution revenue. Throughout each year, ComEd records regulatory assets or regulatory liabilities and corresponding increases or decreases to operating revenues for any differences between the revenue requirement(s) in effect and ComEd’s best estimate of the revenue requirement expected to be approved by the ICC for that year’s reconciliation.

Formula Rate Tariff and Annual Reconciliation. On April 16, 2014, ComEd filed its annual distribution formula rate to request a total increase to the revenue requirement of $269 million. On December 11, 2014, the ICC issued its final order which increased the revenue requirement by $232 million, reflecting an increase of $160 million for the initial revenue requirement for 2014 and an increase of $72 million related to the annual reconciliation for 2013. Approximately $23 million of the total $37 million revenue requirement disallowance is recoverable through other rider-based mechanisms. The rate increase was set using an allowed return on capital of 7.06% (inclusive of an allowed return on common equity of 9.25% for 2014 less a performance metrics penalty of 5 basis points for the 2013 reconciliation). The rates took effect in January 2015. ComEd and intervenors requested a rehearing on specific issues, which was denied by the ICC on January 28, 2015.

Grand Prairie Gateway Transmission Line.On December 2, 2013, ComEd filed a request to obtain the ICC’s approval to construct a 60-mile overhead 345kV transmission line that traverses Ogle, DeKalb, Kane and DuPage Counties in Northern Illinois. On May 28, 2014, in a separate proceeding, FERC issued an order granting ComEd’s request to include 100% of the capital costs recorded to construction work in progress during construction of the line in ComEd’s transmission rate base. If the project is cancelled or abandoned for reasons beyond ComEd’s control, FERC approved the ability for ComEd to recover 100% of its prudent costs incurred after May 21, 2014 and 50% of its costs incurred prior to May 21, 2014 in ComEd’s transmission rate base. On October 22, 2014, the ICC issued an order approving ComEd’s Grand Prairie Gateway Project over the objection of numerous landowners and the City of Elgin. Four parties filed timely applications for rehearing before the ICC. On November 25, 2014, the ICC denied the rehearing application filed by the Forest Preserve District of Kane County, but granted rehearing on the application of certain landowners who requested that the ICC consider an alternate route for a three-mile segment of the line in Kane County. The rehearing proceeding is currently pending and , the ICC must enter a final order on rehearing by April 24, 2015. On December 10, 2014, the ICC denied the remaining two applications for rehearing. On January 15, 2015, those two parties, the City of Elgin and the SKP landowner group and Utility Risk Management Corporation (collectively, the SKP/URMC party), each filed a Notice of Appeal with the Second District Appellate Court. On February 3, 2015, the ICC filed motions with the Second District Appellate Court seeking to extend the time for the ICC to file the record on appeal until after the ICC issues its Order onrehearing. The ICC also filed a motion to consolidate those appeals. ComEd expects to begin construction of the line in the second quarter of 2015 with an in-service date expected in the second quarter of 2017.

FERC Ameren Order. In July 2012, FERC issued an order to Ameren Corporation (Ameren) finding that Ameren had improperly included acquisition premiums/goodwill in its transmission formula rate, particularly in its capital structure and in the application of AFUDC. FERC also directed Ameren to make refunds for the implied increase in rates in prior years. Ameren filed for rehearing of the July 2012 order, which was denied in June 2014. FERC and Ameren are in the process of determining the amount of any potential refund. ComEd believes that the FERC order authorizing its transmissionformula rate is distinguishable from the circumstances that led to the July 2012 FERC order in the Ameren case. However, if ComEd were required to exclude acquisition premiums/goodwill from its transmission formula rate, the impact could be material to ComEd’s results of operations and cash flows.

FERC Order No. 1000 Compliance. In FERC Order No. 1000, the FERC required public utility transmission providers to enhance their transmission planning procedures and their cost allocation methods applicable to certain new regional and interregional transmission projects. As part of the changes to the transmission planning procedures, the FERC required removal from all FERC-approved tariffs and agreements of a right of first refusal to build certain new transmission facilities. In compliance with the regional transmission planning requirements of Order No. 1000, PJM as the transmission provider submitted a compliance filing to FERC on October 25, 2012. On the same day,

certain of the PJM transmission owners, including ComEd, PECO and BGE (collectively, the PJM Transmission Owners), submitted a filing asserting that their contractual rights embodied in the PJM governing documents continue to justify their right of first refusal to construct new reliability (and related) transmission projects and that the FERC should not be allowed to override such rights absent a showing that it is in the public interest to do so under the FERC’s “Mobile-Sierra” standard of review. This is a heightened standard of review which the PJM Transmission Owners argued could not be satisfied based on the facts applicable to them. On March 22, 2013, FERC issued an order on the PJM Compliance Filing and the filing of these PJM Transmission Owners (1) rejecting the arguments of those PJM Transmission Owners that changes to the PJM governing documents were entitled to review under theMobile-Sierra standard, (2) accepting most of the PJM filing, removing theright-of-first refusal from the PJM tariffs, and (3) directing PJM to remove certain exceptions that it included in its compliance filing that FERC found did not comply with Order No. 1000. FERC’s order could enable third parties to seek to build certain regional transmission projects that had previously been reserved for the PJM Transmission Owners, potentially reducing ComEd’s, PECO’s and BGE’s financial return on new investments in energy transmission facilities. Numerous parties sought rehearing of the FERC’s March 22, 2013 order, including the PJM Transmission Owners who sought rehearing of the FERC’s rejection of their Mobile-Sierra and related arguments. PJM’s compliance filing was made on July 22, 2013. On May 15, 2014, FERC denied the rehearing requests except with respect to one issue on when PJM could consider state and local laws in evaluating projects. FERC generally accepted the July 22, 2013, Compliance Filing but required several minor additional changes. FirstEnergy and at least one other party filed an appeal of the May 15, 2014, Order upholding PJM’s right of first refusal language in the DC Circuit. Exelon has intervened in the FirstEnergy appeal. Several parties have filed requests for rehearing or clarification concerning the changes set forth in the May 15, 2014, Order. On December 18, 2014, FERC issued an order conditionally accepting part of the PJM-MISO interregional Order No. 1000 compliance filing, rejecting a MISO proposal concerning cost allocation for cross-border reliability projects and directing a further compliance filing by PJM and MISO.

FERC Transmission Complaint. On February 27, 2013, consumer advocates and regulators from the District of Columbia, New Jersey, Delaware and Maryland, and the Delaware ElectricMunicipal Cooperatives (the parties), filed a complaint at FERC against BGE and the Pepco Holdings,Inc. companies relating to their respective transmission formula rates. BGE’s formula rate includes a10.8% base rate of return on common equity (ROE) and a 50 basis point incentive for participating in PJM (the latter of which is conditioned upon crediting the first 50 basis points of any incentive ROE adders). The parties seek a reduction in the base return on equity to 8.7% and changes to the formula rate process. FERC docketed the matter and set April 3, 2013 as the deadline for interventions, protests and answers. Under FERC rules, the revenues subject to refund are limited to a fifteen month period, the earliest date from which the base ROE could be adjusted and refunds required is the date of the complaint. On March 19, 2013, BGE filed a motion to dismiss or sever the complaint.

On August 21, 2014, FERC issued an order in the BGE and PHI companies’ proceeding, which established hearing and settlement judge procedures for the complaint, and set a refund effective date of February 27, 2013. BGE, the PHI companies and the parties began settlement discussions under the guidance of a FERC administrative law judge on September 23, 2014. On November 24, 2014, the Settlement Judge informed FERC and the Chief Judge that the parties had reached an impasse and determined that a settlement was not possible. The Settlement Judge recommended termination of settlement proceedings. On November 26, 2014, the Chief Judge issued an order terminating the settlement proceeding, designating a presiding judge at the hearings and directing that an initial decision be issued by November 25, 2015.

On December 8, 2014, various state agencies in Delaware, Maryland, New Jersey, and D.C. filed a second complaint against BGE regarding the base ROE of the transmission business seeking a

reduction from 10.8% to 8.8%. The filing of the second complaint creates a second refund window. By order issued on February 9, 2015, FERC established a hearing on the second complaint with the complainants’ requested refund effective date of December 8, 2014.

Based on the current status of the complaint filings, BGE believes it is probable that BGE’s base ROE rate will be adjusted, and that a refund to customers of transmission revenue for the two maximum fifteen month periods will be required. However, BGE is unable to estimate the most likely refund amount for either complaint at this time, and has therefore established a reserve, which is not material, representing the low end of a reasonably possible estimated range of loss. Additionally, management is unable to estimate the maximum exposure of a potential refund at this time, which may have a material impact on BGE’s results of operations and cash flows. The estimated annual ongoing reduction in revenues if FERC approved the ROEs requested by the parties in their filings is approximately $11 million. If FERC were to order a reduction of BGE’s base ROE to 8.7% as sought in the first complaint (while retaining the 50 basis points of any incentives that were credited to the base return on equity for certain new transmission investment), the result of the first fifteen month refund window would be a refund to customers of approximately $13 million. If FERC were to order a reduction in BGE’s base ROE to 8.8% as sought in the second complaint (while retaining 50 basis points of any incentives that were credited to the base return on equity for certain new transmission investment) and the refund period extended for a full fifteen months, the result would be a refund to customers of approximately $14 million. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

The Maryland Strategic Infrastructure Development and Enhancement Program. In February 2013, the Maryland General Assembly passed legislation intended to accelerate gas infrastructure replacements in Maryland by establishing a mechanism for gas companies to promptly recover reasonable and prudent costs of eligible infrastructure replacement projects separate from base rate proceedings. On May 2, 2013, the Governor of Maryland signed the legislation into law; which took effect June 1, 2013. Under the new law, following a proceeding before the MDPSC and with theMDPSC’s approval of the eligible infrastructure replacement projects along with a correspondingsurcharge, BGE could begin charging gas customers a monthly surcharge for infrastructure costs incurred after June 1, 2013. The legislation includes caps on the monthly surcharges to residential and non-residential customers, and would require an annual true-up of the surcharge revenues against actual expenditures. Investment levels in excess of the cap would be recoverable in a subsequent gas base rate proceeding at which time all costs for the infrastructure replacement projects would be rolled into gas distribution rates. Irrespective of the cap, BGE is required to file a gas rate case every five years under this legislation. On August 2, 2013, BGE filed its infrastructure replacement plan and associated surcharge. On January 29, 2014, the MDPSC issued a decision conditionally approving the first five years of BGE’s plan and surcharge. On March 26, 2014, the MDPSC approved as filed BGE’s proposed 2014 project list, tariff and associated surcharge amounts, with a surcharge that becameeffective April 1, 2014. On November 17, 2014, BGE filed a surcharge update including a true-up of costs estimates included in the 2014 surcharge, along with its 2015 project list and cost estimates to be included in the 2015 surcharge. The filing was approved with a revised surcharge effective January 1, 2015. At its December 17, 2014 weekly Administrative Meeting, the MDPSC approved BGE’s 2015 project list and the proposed surcharge for 2015. BGE will defer the difference between the surcharge revenues and program costs as a regulated asset or liability, which was immaterial to Exelon and BGE as of December 31, 2014.

In February 2014, the residential consumer advocate in Maryland filed an appeal with the Baltimore City Circuit Court to the decision issued by the MDPSC on BGE’s infrastructure replacement plan. On September 5, 2014, the Baltimore City Circuit Court affirmed the MDPSC decision on BGE’s infrastructure replacement plan and associated surcharge. On October 10, 2014, the residential

consumer advocate noticed its appeal to the Maryland Court of Special Appeals from the judgment entered by the Baltimore City Circuit Court, however, a procedural schedule for the matter has not yet been set.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires that management apply accounting policies and make estimates and assumptions that affect results of operations and the

amounts of assets and liabilities reported in the financial statements. Management discusses these policies, estimates and assumptions with its accountingAccounting and disclosure governance committeeDisclosure Governance Committee on a regular basis and provides periodic updates on management decisions to the audit committeeAudit Committee of the Exelon boardBoard of directors.Directors. Management believes that the accounting policies described below require significant judgment in their application, or incorporate estimates and assumptions that are inherently uncertain and that may change in subsequent periods. Additional discussion of the application of these accounting policies can be found in the Combined Notes to Consolidated Financial Statements.

Nuclear Decommissioning Asset Retirement Obligations (Exelon and Generation)

Generation’s ARO associated with decommissioning its nuclear units was $7.0$8.7 billion at December 31, 2014.2016. The authoritative guidance requires that Generation estimate its obligation for the future decommissioning of its nuclear generating plants. To estimate that liability, Generation uses an internally-developed, probability-weighted, discounted cash flow model which, on aunit-by-unit basis, considers multiple decommissioning outcome scenarios.

As a result of recent nuclear plant retirements in the industry, nuclear operators and third-party service providers are obtaining more information about costs associated with decommissioning activities. At the same time, regulators are gaining more information about decommissioning activities which could result in changes to existing decommissioning requirements. In addition, as more nuclear plants are retired, it is possible that technological advances will be identified that could create efficiencies and lead to a reduction in decommissioning costs. The availability of decommissioning trust funds could impact the timing of the decommissioning activities. Additionally, certain factors such as changes in regulatory requirements during plant operations or the profitability of a nuclear plant could impact the timing of plant retirements. These factors could result in material changes to Generation’s current estimates as more information becomes available and could change the timing of plant retirements and the probability assigned to the decommissioning outcome scenarios.

The nuclear decommissioning obligation is adjusted on a regular basis due to the passage of time and revisions to the key assumptions for the expected timing and/or estimated amounts of the future undiscounted cash flows required to decommission the nuclear plants, based upon the methodologies and significant estimates and assumptions described as follows:

Decommissioning Cost Studies.Studies

Generation usesunit-by-unit decommissioning cost studies to provide a marketplace assessment of the expected costs (in current year dollars) and timing of decommissioning activities, which arevalidated by comparison to current decommissioning projects within itsthe industry and other estimates. Decommissioning cost studies are updated, on a rotational basis, for each of Generation’s nuclear units at least every five years.years, unless circumstances warrant more frequent updates (such as a change in assumed operating life for a nuclear plant). As part of the annual cost study update process, Generation evaluates newly assumed costs or substantive changes in previously assumed costs to determine if the cost estimate impacts are sufficiently material to warrant application of the updated estimates to the AROs across the nuclear fleet outside of the normal five-year rotating cost study update cycle.

Cost Escalation Factors.Factors

Generation uses cost escalation factors to escalate the decommissioning costs from the decommissioning cost studies discussed above through the assumed decommissioning period for each of the units. Cost escalation studies, updated on an annual basis, are used to determine escalation factors, and are based on inflation indices for labor, equipment and materials, energy, LLRW disposal and other costs. All of the nuclear AROs are adjusted each year for the updated cost escalation factors.

Probabilistic Cash Flow Models.Models

Generation’s probabilistic cash flow models include the assignment of probabilities to various scenarios for decommissioning costs,cost levels, decommissioning approaches, and timing of plant shutdown on aunit-by-unit basis. Probabilities assigned to cost levels include an assessment of the likelihood of costs 20% higher (high-cost scenario) or 15% lower (low-cost(low-cost scenario) than the base cost scenario. Probabilities are also assigned to alternativefour different decommissioning approaches which assess the likelihood of performing DECON (a method of decommissioning shortly after the cessation of operation in which the equipment, structures, and portions of a facility and site containing radioactive contaminants are removed and safely buried in a LLRW landfill or decontaminatedapproaches. In response to a level that permits property to be released for unrestricted use), Delayed DECON (similar to the DECON scenario but with a delay to allowexpected increased security costs for spent fuel to be removed fromstored in the site prior to onsetspent fuel pool (wet storage), in 2016 Generation has evaluated an alternative approach for managing spent fuel between the date of a plant’s cessation of operations and the fuel’s acceptance for disposal by the DOE. This new approach, the Shortened SAFSTOR approach, provides for increased usage of dry cask storage for the spent fuel, and is now considered as one of the decommissioning activities) or SAFSTOR (aapproaches in determining the ARO as follows:

1.DECON—a method of decommissioning shortly after the cessation of operation in which the equipment, structures, and portions of a facility and site containing radioactive contaminants are removed and safely buried in a LLRW landfill or decontaminated to a level that permits property to be released for unrestricted use. Spent fuel is transferred to dry cask storage as soon as possible until DOE acceptance for disposal.

2.Delayed DECON—similar to the DECON scenario but with a delay to allow for spent fuel to be removed from the site prior to onset of decommissioning activities. Spent fuel is retained in existing location (either wet or dry storage) until DOE acceptance for disposal.

3.Shortened SAFSTOR—similar to the DECON scenario but with generally a 30 year delay prior to onset of decommissioning activities. Spent fuel is transferred to dry cask storage as soon as possible until DOE acceptance for disposal.

4.SAFSTOR—a method of decommissioning in which the nuclear facility is placed and maintained in such condition that the nuclear facility can be safely stored and subsequently decontaminated to levels that permit release for unrestricted use generally within 60 years after cessation of operations. Spent fuel is transferred to dry cask storage as soon as possible until DOE acceptance for disposal.

The actual decommissioning approach selected once a nuclear facility is placedshutdown will be determined by Generation at the time of shutdown and maintained in such condition thatmay be influenced by multiple factors including the funding status of the nuclear facility can be safely stored and subsequently decontaminated to levels that permit release for unrestricted use generally within 60 years after cessationdecommissioning trust fund at the time of operations) decommissioning. Probabilities assigned to theshutdown.

The assumed plant shutdown timing scenarios incorporateinclude the following four alternatives: (1) the probability of operating through the original40-year

nuclear license term, (2) the probability of operating through an extended60-year nuclear license term (regardless of whether such20-year license extension has been received for each unit), (3) the probability of a second,20-year license renewal for some nuclear units, and (4) the probability of early plant retirement for certain sites due to changing market conditions and regulatory environments. The successful operation of nuclear plants in the U.S. beyond the initial40-year license terms has prompted the NRC to consider regulatory and technical requirements for potential plant operations for an80-year nuclear operating term. As power market and regulatory environment developments occur, Generation evaluates and incorporates, as necessary, the impacts of such developments into its nuclear ARO assumptions and estimates.

the likelihood of continued operation through current license lives or through anticipated license renewals. Generation’s probabilistic cash flow models also include an assessment of the timing of DOE acceptance of SNF for disposal. Generation currently assumes DOE will begin accepting SNF in 2025.2030. The SNF acceptance date wasassumption is based on management’s estimates of the amount of time required for DOE to select a site location and develop the necessary infrastructure.infrastructure for long-term SNF storage. For more information regarding the estimated date that DOE will begin accepting SNF, see Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.

License Renewals.Renewals Generation assumes a successful 20-year renewal

Except for each of its nuclear generating station licenses, except for Oyster Creek, in determining its nuclear decommissioning ARO. The current NRC license for Oyster Creek expires in 2029. On December 8, 2010, Exelon announced that Generation will permanently cease generation operations at Oyster Creek by December 31, 2019. As a result of this decision the expected economic life of Oyster Creek was reduced by 10 years to correspond to Exelon’s current best estimate as to the timing of ceasing generation operations at the Oyster CreekClinton unit, in 2019. Generation has successfully secured obtained initial20-year operating license renewal extensions (i.e. extending the total license term to 60 years) for seventeenall of its operating nuclear units (including the two Salem unitsco-owned by Generation, but operated by PSEG), and none of Generation’s applications. Generation intends to apply for an operatinginitial20-year renewal for the Clinton unit. No prior Generation license extension application has been denied. For its remaining seven operating units, Generation is in various stages of the process of pursuing similar extensions and has filed license renewal applications for six operating nuclear units and has until 2021 to seek license renewal for one operating nuclear unit. Generation’s assumption regarding license extension for ARO determination purposes is based in part on the good current physical condition and high performance of these nuclear units, the favorable status of the ongoing license renewal proceedings with the NRC, and the successful renewals for seventeen units to date. Generation estimates that the failure to obtain license renewals at any of these nuclear units (assuming all other assumptions remain constant) would increase its ARO on average approximately $300 million per unit as of December 31, 2014. The size of the increase to the ARO for a particular nuclear unit is dependent upon the current stage in its original license term and its specific decommissioning cost estimates. If Generation does not receive license renewal on a particular unit, the increase to the ARO may be mitigated by Generation’s ability to delay ultimate decommissioning activities under a SAFSTOR method of decommissioning.

Discount Rates.Rates

The probability-weighted estimated future cash flows using thesefor the various assumed scenarios are discounted using credit-adjusted, risk-free rates (CARFR) applicable to the various businesses in which each of the nuclear units originally operated. The accounting guidance required Generation to establish an ARO at fair value at the time of the initial adoption of the current accounting standard. Subsequent to the initial adoption, the ARO is adjusted for changes to estimated costs, timing of future cash flows and modifications to decommissioning assumptions, as described above.

Increases in the ARO as a result of upward revisions in estimated undiscounted cash flows are considered new obligations and are measured using a current CARFR as the increase creates a new cost layer within the ARO. Any decrease in the estimated undiscounted future cash flows relating to the ARO are treated as a modification of an existing ARO cost layer and, therefore, is measured using the average historical CARFR rates used in creating the initial ARO cost layers.

Under the current accounting framework, the ARO is not required or permitted to bere-measured for changes in the CARFR that occur in isolation. This differs from the accounting requirements for other long-dated obligations, such as pension and other post-employment benefits that are required to bere-measured as and when corresponding discount rates change. If Generation’s future nominal cash flows associated with the ARO were to be discounted at current prevailing CARFRs, the obligation would increase from approximately $7.0$8.7 billion to approximately $8.6$9.7 billion. The ultimate decommissioning obligation will be funded by the NDTs. The NDTs are recorded on Exelon’s and Generation’s Consolidated Balance Sheets at December 31, 2014 at fair value of approximately $10.5 billion and have an estimated targeted annual pre-tax return of 6.0% to 6.3%.

To illustrate the significant impact that changes in the CARFR, when combined with changes in projected amounts and expected timing of cash flows, can have on the valuation of the ARO: i) had Generation used the 20132015 CARFRs rather than the 20142016 CARFRs in performing its third quarter 2014annual 2016 ARO update, Generation would have reduceddecreased the ARO by approximately $190 million as compared to

the actual decrease to the ARO of $125an additional $45 million; and ii) if the CARFR used in performing the third quarter 2014annual 2016 ARO update (which also reflected increases in the amounts and changes to the timing of projected cash flows) was increased by 100 basis points or decreased by 10050 basis points, the ARO would have decreased by $230 million$1.2 billion and increased $40by $150 million, respectively, as compared to the actual decrease of $125$385 million.

ARO Sensitivities.Sensitivities

Changes in the assumptions underlying the foregoing itemsARO could materially affect the decommissioning obligation. The impact to the ARO of a change in any one of these assumptions is highly dependent on how the other assumptions will change as well.may correspondingly change.

The following table illustrates the effects of changing certain ARO assumptions discussed above, while holding all other assumptions constant (dollars in millions):

 

Change in ARO Assumption

  Increase (Decrease) to
ARO at
December 31, 2014
 

Cost escalation studies

  

Uniform increase in escalation rates of 25 basis points

  $810  

Probabilistic cash flow models

  

Increase the likelihood of the high-cost scenario by 10 percentage points and decrease the likelihood of the low-cost scenario by 10 percentage points

  $290  

Increase the likelihood of the DECON scenario by 10 percentage points and decrease the likelihood of the SAFSTOR scenario by 10 percentage points

  $420  

Increase the likelihood of operating through current license lives by 10 percentage points and decrease the likelihood of operating through anticipated license renewals by 10 percentage points

  $630  

Extend the estimated date for DOE acceptance of SNF to 2030

  $230  

Extend the estimated date for DOE acceptance of SNF to 2030 coupled with an increase in discount rates of 100 basis points

  $(270

Extend the estimated date for DOE acceptance of SNF to 2030 coupled with a decrease in discount rates of 100 basis points

  $1,100  

Change in ARO Assumption

  Increase (Decrease) to
ARO at
December 31, 2016
 

Cost escalation studies

  

Uniform increase in escalation rates of 50 basis points

  $1,730  

Probabilistic cash flow models

  

Increase the estimated costs to decommission the nuclear plants by 20 percent

   1,610  

Increase the likelihood of the DECON scenario by 10 percentage points and decrease the likelihood of the SAFSTOR scenario by 10 percentage points

   470  

Shorten each unit’s probability weighted operating life assumption by 2 years

   840  

Extend the estimated date for DOE acceptance of SNF to 2035

   140  

For more information regarding accounting for nuclear decommissioning obligations, see Note 1—Significant Accounting Policies, Note 9—Early Nuclear Plant Retirements and Note 15—16—Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements.

Goodwill (Exelon, Generation, ComEd, PHI and ComEd)

DPL)

As of December 31, 2014,2016, Exelon’s and ComEd’s$6.7 billion carrying amount of goodwill was approximately $2.7primarily consists of $2.6 billion at ComEd relating to the acquisition of ComEd in 2000 as part of the PECO/Unicom Merger.formation of Exelon and $4 billion at PHI pursuant to Exelon’s acquisition of PHI in the first quarter of 2016. DPL has $8 million of goodwill as of December 31, 2016, related to its 1995 acquisition of the Conowingo Power Company. Generation also has goodwill of $47 million as of December 31, 2016. Under the provisions of the authoritative guidance for goodwill, ComEd isthese entities are required to perform an assessment for possible impairment of itstheir goodwill at least annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the ComEd reporting unitunits below itstheir carrying amount. Under the authoritative guidance, a reporting unit is an operating segment or one level below an operating segment (known as a component) and is the level at which goodwill is tested for impairment. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and its operating results are regularly reviewed by segment management. ComEd has a single operating segment, and PHI’s operating segments are Pepco, DPL and ACE. See Note 26—Segment Information of the Combined Notes to Consolidated Financial Statements for its combined business.additional information. There is no level below thisthese operating segmentsegments for which operating results are regularly reviewed by segment management. Therefore, the ComEd, Pepco, DPL and ACE operating segments are also considered reporting units for goodwill impairment testing purposes. Exelon’s and ComEd’s operating segment$2.6 billion of goodwill has been assigned entirely to the ComEd reporting unit, while Exelon’s and PHI’s $4 billion of goodwill has been assigned to the Pepco, DPL and ACE reporting units in the amounts of $1.7 billion, $1.1 billion and $1.2 billion, respectively. DPL’s $8 million of goodwill is considered its onlyassigned entirely to the DPL reporting unit.

Entities assessing goodwill for impairment have the option of first performing a qualitative assessment to determine whether a quantitative assessment is necessary. In performing a qualitative assessment, entities should assess, among other things, macroeconomic conditions, industry and market considerations, overall financial performance, cost factors, and entity-specific conditions and events. If an entity determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not greater than the carrying amount, no further testing is required. If an entity bypasses the qualitative assessment, or performs the qualitative assessment but determines that it is more likely than not that its fair value is less than its carrying amount, a quantitativetwo-step, fair value-based test is performed.

Exelon’s, ComEd’s and PHI’s accounting policy is to perform a quantitative test of goodwill at least once every three years, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The first step in the quantitative test compares the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step is performed. The second step requires an allocation of fair value to the individual assets and liabilities using purchase price allocation accounting guidance in order to determine the implied fair value of goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss is recorded as a reduction to goodwill and a charge to operating expense. Application of the goodwill impairment test requires management judgment, including the identification of reporting units and determining the fair value of the reporting unit, which management estimates using a weighted combination of a discounted cash flow analysis and a market multiples analysis. Significant assumptions used in these fair value analyses include discount and growth rates, utility sector market performance and transactions, projected operating and capital cash flows for ComEd’s, businessPepco’s, DPL’s and ACE’s businesses and the fair value of debt. In applying the second step (if needed), management must estimate the fair value of specific assets and liabilities of the reporting unit.

Exelon, ComEd, PHI and DPL performed quantitative tests as of November 1, 2016, for their 2016 annual goodwill impairment assessments. The first step of the tests comparing the estimated fair values of the ComEd, Pepco, DPL and ACE reporting units to their carrying values, including goodwill, indicated no impairments of goodwill; therefore, no second steps were required.

While the annual assessments indicated no impairments, certain assumptions used to estimate reporting unit fair values are highly sensitive to changes. Adverse regulatory actions or changes in significant assumptions could potentially result in future impairments of Exelon’s, ComEd’s, PHI’s or DPL’s goodwill, which could be material. Based on the results of the annual goodwill tests performed as of November 1, 2016, the estimated fair values of the ComEd, Pepco, DPL and ACE reporting units would have needed to decrease by more than 30%, 10%, 10% and 10%, respectively, for Exelon, ComEd and PHI to have failed the first step of their respective impairment tests. For the $8 million of goodwill recorded at DPL related to DPL’s 1995 acquisition of the Conowingo Power Company, the fair value of the DPL reporting unit would have needed to decrease by more than 50% for DPL to fail the first step of the impairment test.

See Note 1—Significant Accounting Policies, Note 10—11—Intangible Assets and Note 14—15—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.

Purchase Accounting (Exelon, Generation and Generation)

PHI)

In accordance with the authoritative accounting guidance, the assets acquired and liabilities assumed in an acquired business are recorded at their estimated fair values on the date of acquisition. The difference between the purchase price amount and the net fair value of assets acquired and liabilities assumed is recognized as goodwill on the balance sheet if it exceeds the estimated net fair value and as a bargain purchase gain on the income statement if it is below the estimated net fair value. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment, the utilization ofoften utilizes independent valuation experts and involves the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired and liabilities assumed, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization expense. Accounting guidance provides that the allocation of the purchase price may be modified up to one year from the date of the merger as more information is obtained about the fair

value of assets acquired and liabilities assumed. See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.

Unamortized Energy Contract Assets and Liabilities (Exelon, Generation, PHI, Pepco, DPL and Generation)

ACE)

Unamortized energy contract assets and liabilities represent the remaining unamortized balances ofnon-derivative energy contracts that Generation has acquired.acquired and the electricity and gas energy supply contracts Exelon has acquired as part of the PHI acquisition. The initial amount recorded represents the fair value of the contractcontracts at the time of acquisition,acquisition. At PHI, offsetting regulatory assets or liabilities were also recorded. The unamortized energy contract assets and the balance isliabilities and any corresponding regulatory assets or liabilities, respectively, are amortized over the life of the contract in relation to the present valueexpected realization of the underlying cash flows. Amortization expense and income are recorded through purchased power and fuel expense or operating revenues.revenues, respectively. Refer to Note 3—Regulatory Matters, Note 4—Mergers, Acquisitions, and Dispositions and Note 10—11—Intangible Assets of the Combined Notes to Consolidated Financial Statements for further discussion.

Impairment of Long-lived Assets (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Exelon, Generation, ComEd, PECO and BGEAll Registrants regularly monitor and evaluate their long-lived assets and asset groups, excluding goodwill, for impairment when circumstances indicate the carrying value of those assets may not be recoverable. Indicators forof potential impairment may include a deteriorating business climate, including currentdeclines in energy prices, and market conditions, condition of the asset, specific regulatory disallowance, advances in technology, or plans to dispose of a long-lived asset significantly before the end of its useful life, among others.

The review of long-lived assets and asset groups for impairment requiresutilizes significant assumptions about operating strategies and estimates of future cash flows, which require assessments of current and projected market conditions. For the generation business, forecasting future cash flows requires assumptions regarding forecasted commodity prices for the sale of power, costs of fuel and the expected operations of assets. A variation in the assumptions used could lead to a different conclusion regarding the recoverability of an asset or asset group and, thus, could have a significant effect on the consolidated financial statements. An impairment evaluation is based on an undiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets or asset groups are largely independent of the cash flows of other groups of assets and liabilities. For the generation business, the lowest level of independent cash flows is determined by the evaluation of several factors, including the geographic dispatch of the generation units and the hedging strategies related to those units as well as the associated intangible contract assets or liabilities recorded on the balance sheet. The cash flows from the generating units are generally evaluated at a regional portfolio level with cash flows generated from the customer supply and risk management activities, including cash flows from contracts that are accounted for asrelated intangible contract assets and liabilities recorded on the balance sheet. In certain cases, generating assets may be evaluated on an individual basis where those assets are contracted on a long-term basis with a third party and operations are independent of other generating assets (typically contracted renewables).

On a quarterly basis, Generation assesses its asset groups for indicators of impairment. If indicators are present for a recoverability test is performed. Impairment may occur if the carrying value of thelong-lived asset or asset group, exceedsa comparison of the undiscounted expected future undiscounted cash flows.flows to the carrying value is performed. When the undiscounted cash flow analysis indicates the carrying value of a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value.value less costs to sell. The fair value of the long-lived asset or asset group is dependent upon a market participant’s view of the exit price of the assets. This includes significant assumptions of the estimated future cash flows generated by the assets and market discount rates. Events and circumstances often do not occur as expected and there will usually be differences between prospective financial information and actual results, and those differences may be material. Accordingly, to the extent that any of the information used in the fair value analysis requires judgment, the resulting fair market value would be different. As such, theThe determination of fair

value is driven by both internal assumptions that include significant unobservable inputs (Level 3) such as revenue and generation forecasts, projected capital, and maintenance expenditures and discount rates, as well as information from various public, financial and industry sources. An impairment determination would require the affected Registrant to reduce the value of either the long-lived asset or asset group, including any associated intangible contract assets and liabilities, as well as current period earnings by the amount of the impairment.

Generation evaluates natural gas and oil Upstream properties at least annually to determine if they are impaired. Impairment for natural gas and oil Upstream properties occurs if there are no firm plans to continue drilling, lease expiration is at risk, historical experience indicates a decline in carrying value below fair value or the price of the underlying commodity significantly declines.

Exelon holds investments in coal-fired plants in Georgia subject to long-term leases. The investments are accounted for as direct financing lease investments. The investments represent the estimated residual values of the leased assets at the end of the respective lease terms. On an annual basis, Exelon reviews the estimated residual values of its direct financing lease investments and records an impairment charge if the review indicates an other than temporary decline in the fair value of the residual values below their carrying values. Exelon estimates the fair value of the residual values of its direct financing lease investments under the income approach, which uses a discounted cash flow analysis, that takes into consideration significant unobservable inputs (Level 3) including the expected revenues to be generated and costs to be incurred to operate the plants over their remaining useful lives subsequent to the lease end dates. Significant assumptions used in estimating the fair value include fundamental energy and capacity prices, fixed and variable costs, capital expenditure requirements, discount rates, tax rates, and the estimated remaining useful lives of the plants. The estimated fair values also reflect the cash flows associated with the service contracts associated with the plants given that a market participant would take into consideration all of the terms and conditions contained in the lease agreements.

Generation also evaluates its equity method investments and other investments in debt and equity securities to determine whether or not they are impaired based on whether the investment has experienced a decline in value that is not temporary in nature. Additionally, if one of Generation’s equity method investments recognizes an impairment, Generation would record its proportionate share of that impairment loss through its equity earnings (losses) of unconsolidated affiliates.

See Note 8—Impairment of Long-Lived Assets of the Combined Notes to Consolidated Financial Statements for a discussion of asset impairment evaluations made by Exelon.

Depreciable Lives of Property, Plant and Equipment (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

The Registrants have significant investments in electric generation assets and electric and natural gas transmission and distribution assets. Depreciation of theseThese assets isare generally provided over their estimated service livesdepreciated on a straight-line basis, using the composite method.method in which depreciation is calculated using the average estimated useful life of assets within an asset group. The Registrants completeestimation of asset useful lives requires management judgment, supported by formal depreciation studies of historical asset retirement experience. Depreciation studies are completed every five years, or more frequently inif required by a rate regulator or if an event, regulationregulatory action, or change in retirement patterns indicate an update is necessary. The estimation

For the Utility Registrants, depreciation studies generally serve as the basis for amounts allowed in customer rates for recovery of depreciation costs. Generally, the Utility Registrants adjust their depreciation rates for financial reporting purposes concurrent with adjustments to depreciation rates reflected in rates, unless the depreciation rates reflected in rates do not align with management’s judgment as to an appropriate estimated useful life or have not been updated on a timely basis. Consistent with each utility’s regulatory recovery method, the Utility Registrant’s depreciation expense for each asset group includes an amount for the estimated cost of dismantling and removing plant from service lives requiresspread straight line over the asset group’s average remaining useful life. Estimates for such removal costs are also evaluated in the periodic depreciation studies.

At Generation, along with depreciation study results, management judgment regarding the period of time that the assets will beconsiders expected future energy market conditions and generation plant operating costs and capital investment requirements in use. As circumstances warrant,determining the estimated service lives of its generating facilities. See Note 9—Early Nuclear Plant Retirements of the Combined Notes to the Consolidated Financial Statements for additional information on expected and potential early nuclear plant retirements.

Generation completed a depreciation rate study during the first quarter of 2015, which resulted in revised depreciation rates effective January 1, 2015.

ComEd is required to file an electric distribution depreciation rate study at least every five years with the ICC. ComEd completed an electric distribution and transmission depreciation study and filed the updated depreciation rates with both the ICC and FERC in January 2014, resulting in new depreciation rates effective first quarter 2014.

PECO is required to file electric distribution and gas depreciation rate studies at least every five years with the PAPUC. In March 2015, PECO filed a depreciation rate study with the PAPUC for both its electric distribution and gas assets, resulting in new depreciation rates for electric transmission assets effective January 1, 2015, for gas distribution assets effective July 1, 2015, and for electric distribution assets January 1, 2016.

The MDPSC does not mandate the frequency or timing of BGE’s electric distribution or gas depreciation studies. In July 2014, BGE filed revised depreciation rates with the MDPSC for both its electric distribution and gas assets, which became effective December 15, 2014.

The MDPSC does not mandate the frequency or timing of Pepco’s electric distribution depreciation studies, while the DCPSC directs Pepco as to when it should file an electric distribution depreciation study. In 2016 and 2013, Pepco filed revised electric distribution depreciation rates with the MDPSC and DCPSC, respectively, with the new rates effective November 15, 2016 and April 16, 2014, respectively.

Neither the DPSC nor the MDPSC mandates the frequency or timing of DPL’s electric distribution or gas depreciation studies. DPL filed revised depreciation rates for gas assets in 2006, with the new rates effective April 1, 2007. In 2013, DPL filed revised electric distribution depreciation rates with the MDPSC, with the new rates effective July 20, 2013. On July 20, 2016, DPL filed revised electric depreciation rates with the MDPSC as part of the electric distribution base rate filing. Any adjustments to the depreciation rates approved by the MDPSC are reviewedexpected to determine if any changes are needed. Depreciationtake effect in the first quarter of 2017. On May 17, 2016, DPL filed revised electric and natural gas depreciation rates incorporate assumptionswith the DPSC as part of the electric and natural gas base rate case filing. The DPSC is not required to issue a decision on interim retirementsthe application within a specific period of time and adjustments to the depreciation rates will be made based on actual historical retirement experience. To the extent interim retirement patterns change, thisoutcome of the final orders, when received.

The NJBPU does not mandate the frequency or timing of ACE’s electric distribution depreciation studies. In 2012, ACE filed revised electric distribution depreciation rates with the NJBPU, with the new rates effective July 1, 2013.

FERC does not mandate the frequency or timing of electric transmission depreciation studies.

Changes in estimated useful lives of electric generation assets and of electric and natural gas transmission and distribution assets could have a significant impact on the amountRegistrants’ future results of depreciation expense recorded in the income statement. Changes to depreciation estimates resulting from a change in the estimated end of service lives could have a significant impact on the amount of depreciation expense recorded in the income statement.operations. See Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding depreciation and estimated service lives of the property, plant and equipment of the Registrants.

The estimated service lives of the nuclear generating facilities are based on the estimated useful lives of the stations, which assume a 20-year license renewal extension of the operating licenses for all of Generation’s operating nuclear generating stations except for Oyster Creek. While Generation has received license renewals for certain facilities, and has applied for or expects to apply for and obtain approval of license renewals for the remaining facilities, circumstances may arise that would prevent Generation from obtaining additional license renewals. Generation also evaluates annually the estimated service lives of its generating facilities based on feasibility assessments as well as economic and capital requirements. The estimated service lives of hydroelectric facilities are based on the

remaining useful lives of the stations, which assume a license renewal extension of the Conowingo and Muddy Run operating licenses. A change in depreciation estimates resulting from Generation’s extension or reduction of the estimated service lives could have a significant effect on Generation’s results of operations.

Generation completed a depreciation rate study during the first quarter of 2010, which resulted in the implementation of new depreciation rates effective January 1, 2010. Constellation completed a depreciation rate study during the fourth quarter of 2010, which resulted in the implementation of new depreciation rates effective during the fourth quarter of 2010.

ComEd is required to file a depreciation rate study at least every five years with the ICC. ComEd completed a depreciation study and filed the updated depreciation rates with both FERC and the ICC in January 2014. This resulted in the implementation of new depreciation rates effective first quarter 2014.

PECO is required to file a depreciation rate study at least every five years with the PAPUC. In April 2010, PECO filed a depreciation rate study with the PAPUC for both its electric and gas assets, which resulted in the implementation of new depreciation rates effective January 1, 2010 for electric transmission assets and January 1, 2011 for electric distribution and gas assets. PECO expects to complete an updated depreciation study in 2015 and expects this to result in new depreciation rates effective in the first quarter of 2015 for electric transmission assets and first quarter 2016 for electric distribution and gas assets.

The MDPSC does not mandate the frequency or timing of BGE’s depreciation studies. In July 2014, BGE filed revised depreciation rates with the MDPSC for both its electric distribution and gas assets. Revisions to depreciation rates from this filing were finalized and effective December 15, 2014.

Defined Benefit Pension and Other Postretirement Employee Benefits (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Exelon sponsors defined benefit pension plans and other postretirement employee benefit plans for substantially all Generation, ComEd, PECO, BGE and BSC employees. See Note 16—17—Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information regarding the accounting for the defined benefit pension plans and other postretirement benefit plans.

The measurement of the plan obligations and costs of providing benefits under Exelon’s defined benefit pension and other postretirement benefit plans involves various factors, including the development of valuation assumptions and inputs and accounting policy elections. When developing the required assumptions, Exelon considers historical information as well as future expectations. The measurement of benefit obligations and costs is affected by several assumptions including the discount rate applied to benefit obligations, the long-term expected rate of return on plan assets, the anticipated rate of increase of health care costs, Exelon’s expected level of contributions to the plans, the incidence of participant mortality, the expected remaining service period of plan participants, the level of compensation and rate of compensation increases, employee age, length of service, and the long-term expected investment rate credited to employees of certain plans, among others. The assumptions are updated annually and upon any interim remeasurement of the plan obligations. The impact of assumption changes or experience different from that assumed on pension and other postretirement benefit obligations is recognized over time rather than immediately recognized in the income statement. GainsExelon amortizes actuarial gains or losses in excess of a corridor of 10% of the greater of ten percent of the projected benefit obligation or the MRVmarket-related value (MRV) of plan assets are amortized over the expected average remaining service period of plan participants. Pension and other postretirement benefit costs attributed to the operating companies are labor costs and are ultimately allocated to projects within the operating companies, some of which are capitalized.

Pension and other postretirement benefit plan assets include equity securities, including U.S. and international securities, and fixed income securities, as well as certain alternative investment classes such as real estate, private equity and hedge funds. See Note 16—17—Retirement Benefits of the Combined Notes to Consolidated Financial Statements for information on fair value measurements of pension and other postretirement plan assets, including valuation techniques and classification under the fair value hierarchy in accordance with authoritative guidance.

Expected Rate of Return on Plan Assets.Assets

The long-term EROA assumption used in calculating pension costs for Exelon plans was 7.00% for each of 2016, 2015 and 2014. For the predecessor periods of 2016, 2015 and 2014, the long-term EROA assumption used in calculating pension costs for the PHI plans was 6.50%, 7.50%6.50% and 7.50% for 2014, 2013 and 2012,7.00%, respectively. The weighted after-tax average EROA assumption used in calculating other postretirement benefit costs for Exelon plans was 6.59%6.71%, 6.45%6.50% and 6.68%6.59% in 2016, 2015 and 2014, 2013respectively. For the predecessor periods of 2016, 2015 and 2012,2014, the EROA assumption used in calculating other postretirement benefit costs for PHI plans was 6.75%, 6.75% and 7.25%, respectively. The pension trust activity isnon-taxable, while other postretirement benefit trust activity is partially taxable. The current year EROA is based on asset allocations from the prior year end. In 2010, Exelon began implementation of a liability-driven investment strategy in order to reduce the volatility of its pension assets relative to its pension liabilities. Over time, Exelon has decreased its equity investments and increased its investments in fixed income securities and alternative investments within the pension asset portfolio in order to achieve a balanced portfolio of liability hedging and return-generating assets. See Note 16—17—Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information regarding Exelon’s asset allocations. Exelon used an EROA of 7.00% and 6.46%6.60% to estimate its 20152017 pension and other postretirement benefit costs, respectively.

Exelon calculates the amount of expected return on pension and other postretirement benefit plan assets by multiplying the EROA by the MRV of plan assets at the beginning of the year, taking into consideration anticipated contributions and benefit payments to be made during the year. In determining MRV, the authoritative guidance for pensions and postretirement benefits allows the use of either fair value or a calculated value that recognizes changes in fair value in a systematic and rational manner over not more than five years. For the majority of pension plan assets, Exelon uses a calculated value that adjusts for 20% of the difference between fair value and expected MRV of plan assets. Use of this calculated value approach enables less volatile expected asset returns to be recognized as a component of pension cost from year to year. For other postretirement benefit plan assets and certain pension plan assets, Exelon uses fair value to calculate the MRV.

Actual asset returns have an impact on the costs reported for the Exelon-sponsored pension and other postretirement benefit plans. The actual asset returns across the Registrants’ pension and other postretirement benefit plans for the year ended December 31, 20142016 were 10.93%7.30% and 5.01%6.02%, respectively, compared to an expected long-term return assumption of 7.00% and 6.59%6.71%, respectively.

Discount Rate.Rate

The discount ratesrate used to determine the majority of the December 31, 2016 pension and other postretirement benefit obligations were 3.94% and 3.92%was 4.04%, respectively, at December 31, 2014. The discount rates at December 31, 2014 representrepresenting a weighted-average ratesof the rate for the majority of pension and other postretirement benefit plans. At December 31, 20142016 and 2013,2015, for both Exelon and PHI, the discount rates were determined by developing a spot rate curve based on the yield to maturity of a universe of high-qualitynon-callable (or callable with make whole provisions) bonds with similar maturities to the related pension and other postretirement benefit obligations. The spot rates are used to discount the estimated distributionsfuture benefit distribution amounts under the pension and other postretirement benefit plans. The discount rate is the single level rate that produces the same result as the spot rate curve. Exelon utilizes an analytical tool developed by its actuaries to determine the discount rates.

The discount rate assumptions used to determine the obligation valuation at year end are also used to determine the cost for the following year. Exelon used discount rates ranging from 3.94% and 3.92%3.66% to 4.17% to estimate the majority its 20152017 pension and other postretirement benefit costs, respectively.

costs.

Health Care Reform Legislation. In March 2010, the Health Care Reform Acts (the Acts) were signed into law. The Acts include a provision that imposes an excise tax on certain high-cost plans beginning in 2018, whereby premiums paid over a prescribed threshold will be taxed at a 40% rate. Although the excise tax does not go into effect until 2018, accounting guidance requires Exelon to incorporate the estimated impact of the excise tax in its annual actuarial valuation. The application of the legislation is still unclear and Exelon continues to monitor the Department of Labor and IRS for additional guidance. Effective in 2002, Constellation amended its other postretirement benefit plans for all subsidiaries other than Nine Mile Point by capping retiree medical coverage for future retirees who were under the age of 55 on January 1, 2002 at 2002 levels. Therefore, the excise tax is not expected to have a material impact on the legacy Constellation other postretirement benefit plans. Although Exelon has capped the rate of claims growth for certain legacy Exelon plan participants over age 65, exposure to the excise tax remains. Certain key assumptions are required to estimate the impact of the excise tax on the other postretirement obligation for legacy Exelon plans, including projected inflation rates (based on the CPI), and under what circumstances pre- and post-65 retiree benefits can be aggregated in determining the premium values of health care benefits. Exelon reflected its best estimate of the expected impact in its annual actuarial valuation.

Health Care Cost Trend Rate.Rate

Assumed health care cost trend rates impact the costs reported for Exelon’s other postretirement benefit plans for participant populations with plan designs that do not have a cap on cost growth. Accounting guidance requires that annual health care cost estimates be developed using past and present health care cost trends (both for Exelon and across the broader economy), as well as expectations of health care cost escalation, changes in health care utilization and delivery patterns, technological advances and changes in the health status of plan participants. Therefore, the trend rate assumption is subject to significant uncertainty. Exelon assumed an initial health care cost trend rate of 6.00%5.50% for 2014,2016, decreasing to an ultimate health care cost trend rate of 5.00% in 2017.2017 for the majority of its plans.

Mortality

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. Exelon historically useduses a mortality base table for its accounting valuation that is consistent with the IRS requiredIRS-required table for determining plan funding requirements pursuant to ERISA (referred to asRP-2000) and its corresponding improvement scale. During 2014, the Society of Actuaries (SOA) issued an updated mortality table (referred to as RP-2014) and improvement scale that suggests significant mortality improvement over the prior table. Exelon has a substantial employee population that provides a credible basis for mortality evaluation. Exelon engaged its actuaries to conduct a mortality study of Exelon’s actual experience over a five year period as compared to the RP-2000 and RP-2014 tables, which resulted in a determination that the RP-2000 more closely aligns with Exelon’s actual mortality experience. The study also considered available improvement scales. Management concluded that the RP-2000 and a more recent improvement scale issued by the SOA with certain adjustments to long-term improvement rates represent its best estimate of mortality.. Exelon is utilizing the Scale BB2-Dimensional improvement scale with long-term improvements of 0.75% (as compared to the 1% incorporated in the issued table) for its mortality improvement assumption. The changemortality assumption is supported by an actuarial experience study on Exelon’s plan participants performed in assumption resulted in increases of $361 million and $117 million in the pension and other postretirement benefits obligations, respectively and an increase in 2015 cost of $45 million and $20 million for pension and other postretirement benefits, respectively.

2014.

Sensitivity to Changes in Key Assumptions.Assumptions

The following tables illustrate the effects of changing certain of the actuarial assumptions discussed above, while holding all other assumptions constant (dollars in millions):

 

Actuarial Assumption

  Change in
Assumption
  Pension   Other Postretirement
Benefits
   Total 

Change in 2014 cost:

        

Discount rate (a)

  0.5%  $(71  $(34  $(105
  (0.5)%   69     31     100  

EROA

  0.5%   (71   (12   (83
  (0.5)%   71     12     83  

Health care cost trend rate(b)

  1.00%   N/A     35     35  
  (1.00)%   N/A     (24   (24

Change in benefit obligation at December 31, 2014:

        

Discount rate (a)

  0.5%   (1,053   (245   (1,298
  (0.5)%   1,156     271     1,427  

Health care cost trend rate(b)

  1.00%   N/A     162     162  
  (1.00)%   N/A     (113   (113

Actuarial Assumption

  Change in
Assumption
  Pension  Other Postretirement
Benefits
  Total 

Change in 2016 cost:

     

Discount rate(a)

   0.5 $(65 $(16 $(81
   (0.5)%   78    20    98  

EROA

   0.5  (82  (12  (94
   (0.5)%   82    12    94  

Health care cost trend rate

   1.00  N/A    9    9  
   (1.00)%   N/A    (8  (8

Change in benefit obligation at
December 31, 2016:

     

Discount rate(a)

   0.5  (1,119  (250  (1,369
   (0.5)%   1,298    290    1,588  

Health care cost trend rate

   1.00  N/A    105    105  
   (1.00)%   N/A    (95  (95

 

(a)In general, the discount rate will have a larger impact on the pension and other postretirement benefit cost and obligation as the rate moves closer to 0%. Therefore, the discount rate sensitivities above cannot necessarily be extrapolated for larger increases or decreases in the discount rate. Additionally, Exelon implemented a liability-driven investment strategy for a portion of its pension asset portfolio in 2010. The sensitivities shown above do not reflect the offsetting impact that changes in discount rates may have on pension asset returns.
(b)Changes in the plan design of certain other postretirement benefit plans have resulted in reduced sensitivity to the health care cost trend rate.

Average Remaining Service Period.Period

For pension benefits, Exelon amortizes its unrecognized prior service costs and certain actuarial gains and losses, as applicable, based on participants’ average remaining service periods. The average remaining service period of Exelon’s defined benefit pension plan participants was 11.811.9 years, 11.811.9 years and 11.911.8 years for the years ended December 31, 2016, 2015 and 2014, 2013respectively. For the predecessor periods, the average remaining service period of PHI’s defined benefit plans was approximately 11 years for both 2015 and 2012, respectively.

2014.

For other postretirement benefits, Exelon amortizes its unrecognized prior service costs over participants’ average remaining service period to benefit eligibility age and amortizes its transition obligations and certain actuarial gains and losses over participants’ average remaining service period to expected retirement. The average remaining service period of postretirement benefit plan participants related to benefit eligibility age was 9.19.0 years, 8.710.8 years and 8.99.1 years for the years ended December 31, 2014, 20132016, 2015 and 2012,2014, respectively. The average remaining service period of postretirement benefit plan participants related to expected retirement was 10.19.7 years, 9.89.7 years and 10.1 years for the years ended December 31, 2016, 2015 and 2014, 2013respectively. For the predecessor periods, the average remaining service period of PHI’s other postretirement benefit plans was approximately 11 years for both 2015 and 2012, respectively.2014.

Regulatory Accounting (Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL and BGE)

ACE)

Exelon ComEd, PECO and BGEthe Utility Registrants account for their regulated electric and gas operations in accordance with the authoritative guidance, for accounting for certain types of regulations, which requires Exelon ComEd, PECO and BGEthe Utility Registrants to reflect the effects of cost-based rate regulation in their financial statements. This guidance is applicable to entities with regulated operations that meet the following criteria: (1) rates are established or approved by a third-party regulator; (2) rates are designed to recover the entities’ cost of providing services or products; and (3) a reasonable expectation that rates are set at levels that will recover the entitiesentities’ costs from customers. Regulatory assets represent incurred costs that have been deferred because of their probable future recovery from customers through regulated rates. Regulatory liabilities represent (1) the excess recovery of costs or

accrued credits that have been deferred because it is probable such amounts will be returned to customers through future regulated rates; or (2) billings in advance of expenditures for approved regulatory programs. As of December 31, 2014,2016, Exelon ComEd, PECO and BGEthe Utility Registrants have concluded that the operations of ComEd, PECO and BGEeach such Registrant meet the criteria to apply the authoritative guidance. If it is concluded in a future period that a separable portion of those operations no longer meets the criteria of this guidance, Exelon ComEd, PECO and BGEthe Utility Registrants would be required to eliminate any associated regulatory assets and liabilities and the impact would be recognized in the Consolidated Statements of Operations and Comprehensive Income and could be material. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding regulatory matters, including the regulatory assets and liabilities tables of Exelon ComEd, PECO and BGE.

the Utility Registrants.

For each regulatory jurisdiction in which they conduct business, Exelon ComEd, PECO and BGEthe Utility Registrants assess whether the regulatory assets and liabilities continue to meet the criteria for probable future recovery or settlement at each balance sheet date and when regulatory events occur. This assessment includes consideration of recent rate orders, historical regulatory treatment for similar costs in ComEd’s, PECO’s and BGE’seach Registrant’s jurisdictions, and factors such as changes in applicable regulatory and political environments. Furthermore, Exelon, ComEd, PECO and BGE makeeach Registrant makes other judgments related to the financial statement impact of their regulatory environments, such as the types of adjustments to rate base that will be acceptable to regulatory bodies, if any, tofor which costs will be recoverable through rates. Refer to the revenue recognition discussion below for additional information on the annual revenue reconciliations associated with ComEd’s distribution formula rate, tariff, pursuant to EIMA, and FERC-approved

transmission formula rate tariffs for ComEd, BGE, Pepco, DPL and BGE.ACE. Additionally, estimates are made in accordance with the authoritative guidance for contingencies as to the amount of revenues billed under certain regulatory orders that may ultimately be refunded to customers upon finalization of applicable regulatory or judicial processes. These assessments are based, to the extent possible, on past relevant experience with regulatory bodies in ComEd’s, PECO’s and BGE’seach Registrant’s jurisdictions, known circumstances specific to a particular matter and hearings held with the applicable regulatory body. If the assessments and estimates made by Exelon ComEd, PECO and BGEthe Utility Registrants for regulatory assets and regulatory liabilities are ultimately different than actual regulatory outcomes, the impact on their results of operations, financial position, and cash flows could be material.

ACE has a recovery mechanism for purchased power costs associated with BGS. ACE records a deferred energy supply costs regulatory asset or regulatory liability for under or over-recovered costs that are expected to be recovered from or refunded to ACE customers, respectively. In the first quarter of 2016, ACE changed its method of accounting for determining under or over-recovered costs in this recovery mechanism to include unbilled revenues in the determination of under or over-recovered costs. ACE believes this change is preferable as it better reflects the economic impacts ofdollar-for-dollar cost recovery mechanisms. ACE applied the change retrospectively. The impact of the change was a $12 million reduction to ACE’s opening Retained earnings as of January 1, 2014 with a corresponding reduction to Regulatory assets. The impact of the change on Net income attributable to common shareholder was an increase of $2 million and $1 million for the years ended December 31, 2015 and December 31, 2014, respectively.

The Registrants treat the impacts of a final rate order received after the balance sheet date but prior to the issuance of the financial statements as anon-recognized subsequent event, as the receipt of a final rate order is a separate and distinct event that has future impacts on the parties affected by the order.

Accounting for Derivative Instruments (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

The Registrants utilize derivative instruments to manage their exposure to fluctuations in interest rates, changes in interest rates related to planned future debt issuances and changes in the fair value of outstanding debt. Generation uses a variety of derivative andnon-derivative instruments to manage the commodity price risk of its electric generation facilities, including power sales, fuel and energy purchases and other energy-related products marketed and purchased. Additionally, Generation enters into energy-related derivatives for proprietary trading purposes. ComEd has entered into contracts to procure energy, capacity and ancillary services. In addition, ComEd had a financial swap contract with Generation that expired May 31, 2013 and currently holdsfloating-to-fixed energy swaps with several unaffiliated suppliers that extend into 2032. PECO and BGE have entered into derivative natural gas contracts to hedge their long-term price risk in the natural gas market. PECO has also entered into derivative contracts to procure electric supply through a competitive RFP process as outlined in its PAPUC-approved DSP Program. BGE has also entered into derivative contracts to procure electric supply through a competitive auction process as outlined in its MDPSC-approved SOS Program. Pepco has contracts to procure SOS electric supply that are executed through a competitive procurement process approved by the MDPSC and DCPSC. DPL has contracts to procure SOS electric supply that are executed through a competitive procurement process approved by the MDPSC and the DPSC. DPL also uses derivatives to reduce natural gas commodity volatility and to limit its customers’ exposure to natural gas price fluctuations under a hedging program approved by the DPSC. ACE has contracts to procure BGS electric supply that are executed through a competitive procurement process approved by the NJBPU. ComEd, PECO, BGE, Pepco, DPL and BGEACE do not enter into derivatives for proprietary trading purposes. The

Registrants’ derivative activities are in accordance with Exelon’s Risk Management Policy (RMP). See Note 12—13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding the Registrants’ derivative instruments.

The Registrants account for derivative financial instruments under the applicable authoritative guidance. Determining whether or not a contract qualifies as a derivative under this guidance requires that management exercise significant judgment, including assessing the market liquidity as well as determining whether a contract has one or more underlyings and one or more notional amounts. Further, interpretive guidance related to the authoritative literature continues to evolve, including how it applies to energy and energy-related products. Changes in management’s assessment of contracts and the liquidity of their markets, and changes in authoritative guidance related to derivatives, could result in previously excluded contracts being subject to the provisions of the authoritative derivative guidance. Generation has determined that contracts to purchase uranium, contracts to purchase and sell capacity in certain ISO’s, certain emission products and RECs do not meet the definition of a derivative under the current authoritative guidance since they do not provide for net settlement and neither the uranium, certain capacity, emission nor the REC markets are sufficiently liquid to conclude that physical forward contracts are readily convertible to cash. If these markets do become sufficiently liquid in the future and Generation would be required to account for these contracts as derivative instruments, the fair value of these contracts would be accounted for consistent with Generation’s other derivative instruments. In this case, if market prices differ from the underlying prices of the contracts, Generation would be required to recordmark-to-market gains or losses, which may have a significant impact to Exelon’s and Generation’s financial positions and results of operations.

Under current authoritative guidance, all derivatives are recognized on the balance sheet at their fair value, except for certain derivatives that qualify for, and are elected under, the normal purchases and normal sales exception. Further, derivatives that qualify and are designated for hedge accounting are classified as fair value or cash flow hedges. For fair value hedges, changes in fair values for both the derivative and the underlying hedged exposure are recognized in earnings each period. For cash flow hedges, the portion of the derivative gain or loss that is effective in offsetting the change in the hedged cash flows of the underlying exposure is deferred in accumulated OCI and later reclassified into earnings when the underlying transaction occurs. Gains and losses from the ineffective portion of any hedge are recognized in earnings immediately. For commodity transactions, effective with the date of the Constellation merger, Generation no longer utilizes the election provided for by the cash flowGenerally, hedge designation and de-designated all of its existing cash flow hedges prior to the Constellation merger. Because the underlying forecasted transactions remain probable, the fair value of the effective portion of these cash flow hedges was frozen in accumulated OCI and will be reclassified to results of operations when the forecasted purchase or sale of the energy commodity occurs, or becomes probable ofaccounting is not occurring. None of Constellation’s designated cash flow hedgeselected for commodity transactions prior to the Constellation merger were re-designated as cash flow hedges. The effect of this decision is that all economictransactions. Economic hedges for commodities are recorded at fair value through earnings for the combined company.earnings. In addition, for energy-related derivatives entered into for proprietary trading purposes, changes in the fair value of the derivatives are recognized in earnings each period. For economic hedges that are not designated for hedge accounting for ComEd, PECO and BGE,the Utility Registrants, changes in the fair value each period are recorded aswith a corresponding offsetting regulatory asset or liability.liability if there is an ability to recover the associated costs.

Normal Purchases and Normal Sales Exception.Exception

As part of Generation’s energy marketing business, Generation enters into contracts to buy and sell energy to meet the requirements of its customers. These contracts include short-term and long-term commitments to purchase and sell energy and energy-related products in the retail and wholesale markets with the intent and ability to deliver or take delivery. While some of these contracts are considered derivative financial instruments under the authoritative guidance, certain of these qualifying transactions have been designated as normal purchases and normal sales and are thus not required to be recorded at fair value, but rather

on an accrual basis of accounting. Determining whether a contract qualifies for the normal purchasesand normal sales exception requires that management exercise judgment on whether the contract will physically deliver and requires that management ensure compliance with all of the associated qualification and documentation requirements. Revenues and expenses on contracts that qualify as normal purchases and normal sales are recognized when the underlying physical transaction is completed. Contracts which qualify for the normal purchases and normal sales exception are those for which physical delivery is probable, quantities are expected to be used or sold in the normal course of business over a reasonable period of time and is not financially settled on a net basis. The contracts that ComEd has entered into with suppliers as part of ComEd’s energy procurement process, PECO’s full requirement contracts and block contracts under the PAPUC-approved DSP

program, most of PECO’s natural gas supply agreements, and all of BGE’s full requirement contracts and natural gas supply agreements that are derivatives and certain Pepco, DPL and ACE full requirement contracts qualify for and are accounted for under the normal purchases and normal sales exception.

Commodity Contracts.Contracts

Identification of a commodity contract as an economic hedge requires Generation to determine that the contract is in accordance with the RMP. Generation reassesses its economic hedges on a regular basis to determine if they continue to be within the guidelines of the RMP.

As a part of accounting for derivatives, the Registrants make estimates and assumptions concerning future commodity prices, load requirements, interest rates, the timing of future transactions and their probable cash flows, the fair value of contracts and the expected changes in the fair value in deciding whether or not to enter into derivative transactions, and in determining the initial accounting treatment for derivative transactions. In accordance with the authoritative guidance for fair value measurements, the Registrants categorize these derivatives under a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Derivative contracts are traded in both exchange-based andnon-exchange-based markets. Exchange-based derivatives that are valued using unadjusted quoted prices in active markets are categorized in Level 1 in the fair value hierarchy. Certain derivatives’ pricing is verified using indicative price quotations available through brokers orover-the-counter,on-line exchanges are categorized in Level 2. These price quotations reflect the average of the bid-ask mid-pointbid-askmid-point prices and are obtained from sources that the Registrants believe provide the most liquid market for the commodity. The price quotations are reviewed and corroborated to ensure the prices are observable and representative of an orderly transaction between market participants. This includes consideration of actual transaction volumes, market delivery points,bid-ask spreads and contract duration. The Registrant’s derivatives are traded predominately at liquid trading points. The remaining derivative contracts are valued using the Black model, an industry standard option valuation model. The Black model takesmodels that take into account inputs such as contract terms, including maturity, and market parameters, and assumptions of the future prices of energy, interest rates, volatility, credit worthiness and credit spread. For derivatives that trade in liquid markets, such as generic forwards, swaps and options, the model inputs are generally observable. Such instruments are categorized in Level 2. For derivatives that trade in less liquid markets with limited pricing information, the model inputs generally would include both observable and unobservable inputs. In instances where observable data is unavailable, consideration is given to the assumptions that market participants would use in valuing the asset or liability. This includes assumptions about market risks such as liquidity, volatility and contract duration. Such instruments are categorized in Level 3 as the model inputs generally are not observable. The Registrants consider nonperformance risk, including credit risk in the valuation of derivative contracts categorized in Level 1, 2 and 3, including both historical and current market data in its assessment of nonperformance risk, including credit risk. The impacts of credit and nonperformance risk to date have generally not been material to the financial statements.

Interest Rate and Foreign Exchange Derivative Instruments.Instruments

The Registrants may utilizefixed-to-floating interest rate swaps, which are typically designated as fair value hedges, as a means to achieve the targeted level of variable-rate debt as a percent of total debt. Additionally, the Registrants

may use forward-starting interest rate swaps and treasury rate locks to lock in interest-rate levels inanticipation of future financings and floating to fixed swaps for project financing. In addition, Generation enters into interest rate derivative contracts to economically hedge risk associated with the interest rate component of commodity positions. The characterization of the interest rate derivative contracts between the economic hedge and proprietary trading activity is driven by the corresponding characterization of the underlying commodity position that gives rise to the interest rate exposure. Generation does not utilize interest rate derivatives with the objective of benefiting from shifts or changechanges in market interest rates. To manage foreign exchange rate exposure

associated with international energy purchases in currencies other than U.S. dollars, Generation utilizes foreign currency derivatives, which are typically designated as economic hedges. The fair value of the agreements is calculated by discounting the future net cash flows to the present value based on the terms and conditions of the agreements and the forward interest rate and foreign exchange curves. As these inputs are based on observable data and valuations of similar instruments, the interest rate and foreign exchange derivatives are primarily categorized in Level 2 in the fair value hierarchy. Certain exchange based interest rate derivatives that are valued using unadjusted quoted prices in active markets are categorized in Level 1 in the fair value hierarchy.

See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK and Note 11—12—Fair Value of Financial Assets and Liabilities and Note 12—13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding the Registrants’ derivative instruments.

Taxation (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Significant management judgment is required in determining the Registrants’ provisions for income taxes, primarily due to the uncertainty related to tax positions taken, as well as deferred tax assets and liabilities and valuation allowances. In accordance with applicable authoritative guidance, the Registrants account for uncertain income tax positions using a benefit recognition model with atwo-step approach including amore-likely-than-not recognition threshold and a measurement approach based on the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. If it is notmore-likely-than-not that the benefit of the tax position will be sustained on its technical merits, no benefit is recorded. Uncertain tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. Management evaluates each position based solely on the technical merits and facts and circumstances of the position, assuming the position will be examined by a taxing authority having full knowledge of all relevant information. Significant judgment is required to determine whether the recognition threshold has been met and, if so, the appropriate amount of unrecognized tax benefits to be recorded in the Registrants’ consolidated financial statements.

In the first quarter of 2016, PHI, Pepco, DPL and ACE changed their accounting principle for classification of interest on uncertain tax positions. PHI, Pepco, DPL and ACE have reclassified interest on uncertain tax positions as interest expense from income tax expense in the Consolidated Statements of Operations and Comprehensive Income. GAAP does not address the preferability of one acceptable method of accounting over the other for the classification of interest on uncertain tax positions. However, PHI, Pepco, DPL and ACE believe this change is preferable for comparability of their financial statements with the financial statements of the other Registrants in the combined filing, for consistency with FERC classification and for a more appropriate representation of the effective tax rate as they manage the settlement of uncertain tax positions and interest expense separately. PHI, Pepco, DPL and ACE applied the change retrospectively. The reclassification in the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2015 is $34 million and $4 million for PHI and Pepco, respectively, and for the year ended December 31, 2014 is $1 million for both Pepco and ACE. The impact on all other PHI Registrants for years ended December 31, 2015 and December 31, 2014 is less than $1 million.

The Registrants evaluate quarterly the probability of realizing deferred tax assets by reviewing a forecast of future taxable income and their intent and ability to implement tax planning strategies, if necessary, to realize deferred tax assets. The Registrants also assess their abilityevaluate for negative evidence that could indicate the Registrant’s inability to utilizerealize its deferred tax attributes, including those inassets, such as historical operating loss or tax credit carryforward expiration. Based on the form of carryforwards, for whichcombined assessment, the benefits have already been reflected in the financial statements. The Registrants record valuation allowances for deferred tax assets when the Registrantsthey conclude it ismore-likely-than-not such benefit will not be realized in future periods.

Actual income taxes could vary from estimated amounts due to the future impacts of various items, including future changes in income tax laws, the Registrants’ forecasted financial condition and results of operations, failure to successfully implement tax planning strategies, as well as results of audits and examinations of filed tax returns by taxing authorities. While the Registrants believe the resulting tax balances as of December 31, 20142016 and 20132015 are appropriately accounted for in accordance with the applicable authoritative guidance, the ultimate outcome of tax matters could result in favorable or

unfavorable adjustments to their consolidated financial statements and such adjustments could be material. See Note 14—15—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding taxes.

Accounting for Loss Contingencies (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

In the preparation of their financial statements, the Registrants make judgments regarding the future outcome of contingent events and record liabilities for loss contingencies that are probable and can be reasonably estimated based upon available information. The amounts recorded may differ from the actual expense incurred when the uncertainty is resolved. The estimates that the Registrants make in accounting for loss contingencies and the actual results that they record upon the ultimate resolution of these uncertainties could have a significant effect on their consolidated financial statements.

Environmental Costs.Costs

Environmental investigation and remediation liabilities are based upon estimates with respect to the number of sites for which the Registrants will be responsible, the scope and cost of work to be performed at each site, the portion of costs that will be shared with other parties, the timing of the remediation work and changes in technology, regulations and the requirements of local governmental authorities. Periodic studies are conducted at ComEd, PECO, BGE, Pepco, DPL and BGEACE to determine future remediation requirements and estimates are adjusted accordingly. In addition, periodic reviews are performed at Generation to assess the adequacy of its environmental reserves. These matters, if resolved in a manner different from the estimate, could have a significant effect on the Registrants’ results of operations, financial position and cash flows. See Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for further information.

Other, Including Personal Injury Claims.Claims

The Registrants are self-insured for general liability, automotive liability, workers’ compensation, and personal injury claims to the extent that losses are within policy deductibles or exceed the amount of insurance maintained. The Registrants have reserves for both open claims asserted and an estimate of claims incurred but not reported (IBNR). The IBNR reserve is estimated based on actuarial assumptions and analysis and is updated annually. Future events, such as the number of new claims to be filed each year, the average cost of disposing of claims, as well as the numerous uncertainties surrounding litigation and possible state and national legislative measures could cause the actual costs to be higher or lower than estimated. Accordingly, these claims, if resolved in a manner different from the estimate, could have a material effect on the Registrants’ results of operations, financial position and cash flows.

Revenue Recognition (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Sources of Revenue and SelectionDetermination of Accounting Treatment.Treatment

The Registrants earn revenues from various business activities including: the sale of energy and energy-related products, such as natural gas, capacity, and other commodities innon-regulated markets (wholesale and retail); the sale and delivery of electricity and natural gas in regulated markets; and the provision of other energy-relatednon-regulated products and services.

The appropriate accounting treatment for revenue recognition is based on the nature of the underlying transaction and applicable accounting standards. The Registrants primarily use accrual andmark-to-market accounting as discussed in more detail below.

Accrual Accounting.Accounting

Under accrual accounting, the Registrants record revenues in the period when services are rendered or energy is delivered to customers. The Registrants generally use accrual accounting to recognize revenues for sales of electricity, natural gas and other commodities as part of their physical delivery activities. The Registrants enter into these sales transactions using a variety of instruments, includingnon-derivative agreements, derivatives that qualify for and are designated as

normal purchases and normal sales (NPNS) of commodities that will be physically delivered, sales to utility customers under regulated service tariffs and spot-market sales, including settlements with independent system operators.

Mark-to-Market Accounting

Mark-to-Market Accounting.The Registrants record revenues and expenses using themark-to-market method of accounting for transactions that meet the definition of a derivative for which they are not permitted, or have not elected, the NPNS exception. Thesemark-to-market transactions primarily relate to commodity price risk management activities and economic hedges of other accrual activities.Mark-to-market revenues and expenses include: inception gains or losses on new transactions where the fair value is observable and realized; and unrealized gains and losses from changes in the fair value of open contracts.

Use of Estimates. Estimates are based upon actual costs incurred and investments in rate base for the period and the rates of return on common equity and associated regulatory capital structure allowed under the applicable tariff. The estimated reconciliations can be affected by, among other things, variances in costs incurred and investments made and actions by regulators or courts.

Unbilled Revenues.

The determination of Generation’s ComEd’s, PECO’s and BGE’sthe Utility Registrants’ retail energy sales to individual customers is based on systematic readings of customer meters generally on a monthly basis. At the end of each month, amounts of energy delivered to customers since the date of the last meter reading are estimated, and corresponding unbilled revenue is recorded. The measurement of unbilled revenue is affected by the following factors: daily customer usage measured by generation or gas throughput volume, customer usage by class, losses of energy during delivery to customers and applicable customer rates. Increases or decreases in volumes delivered to the utilities’ customers and favorable or unfavorable rate mix due to changes in usage patterns in customer classes in the period could be significant to the calculation of unbilled revenue. In addition, volumesrevenues may fluctuate monthly as a result of customers electing to use an alternate supplier, which could be significant to the calculation of unbilled revenue since unbilled commodity receivables are not recorded for these customers. Changes in the timing of meter reading schedules and the number and type of customers scheduled for each meter reading date would also have an effect on the measurement of unbilled revenue; however, total operating revenues would remain materially unchanged.

See Note 6—Accounts Receivable of the Combined Notes to Consolidated Financial Statements for additional information.

Regulated TransmissionDistribution & DistributionTransmission Revenues.

ComEd’s EIMA distribution formula rate tariff provides for annual reconciliations to the distribution revenue requirement. As of the balance sheet dates, ComEd has recorded its best estimates of the distribution revenue impact resulting from changes in rates that ComEd believes are probable of approval by the ICC in accordance with the formula rate mechanism.

ComEd’s, BGE’s, Pepco’s, DPL’s and ACE’s FERC transmission formula rate tariffs provide for annual reconciliations to the transmission revenue requirements. As of the balance sheet dates,

ComEd, BGE, Pepco, DPL and ACE have recorded the best estimate of their respective transmission revenue impact resulting from changes in rates that each Registrant believes are probable of approval by FERC in accordance with the formula rate mechanism.

Distribution and transmission formula rates require significant estimates. Estimates are based upon actual costs incurred and investments in rate base for the period and the rates of return on common equity and associated regulatory capital structure allowed under the applicable tariff. The estimated reconciliation can be affected by, among other things, variances in costs incurred, and investments made, allowed ROE, and actions by regulators or courts.

ComEd’s and BGE’s FERC transmission formula rate tariffs provideSee Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for more information on the potential impacts of the new revenue accounting standard effective for annual reconciliations to the transmission revenue requirements. As of the balance sheet dates, ComEd and BGE have recorded the best estimate of their respective transmission revenue impact resulting from changes in rates that ComEd and BGE believe are probable of approval by FERC in accordance with the formula rate mechanism. Estimates are based upon actual costs incurred and investments in rate base for the period and the rates of returnreporting periods beginning on common equity and associated regulatory capital structure allowed under the applicable tariff. The estimated reconciliation can be affected by, among other things, variances in costs incurred and investments made and actions by regulators or courts.

after December 15, 2017.

Allowance for Uncollectible Accounts (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

The allowance for uncollectible accounts reflects the Registrants’ best estimates of losses on the accounts receivable balances. For Generation, the allowance is based on accounts receivable aging historical experience and other currently available information. ComEd, PECO and PECOBGE estimate the allowance for uncollectible accounts on customer receivables by applying loss rates developed specifically for each company to the outstanding receivable balance by customer risk segment. At December 31, 2013, BGE2015, Pepco, DPL and ACE estimated the allowance for uncollectible accounts based on specific identification of material amounts at risk by customer receivables by assigningand maintained a reserve factor for each aging bucket. These percentages were derived from a study of billing progression which determined the reserve factors by aging bucket.based on their historical collection experience. At December 31, 2014, BGE changed to a methodology for estimating2016, Pepco, DPL and ACE aligned the estimation of their allowance for uncollectible accounts which wasto be consistent with ComEd, PECO and PECO,BGE, as described above. Risk segments represent a group of customers with similar credit quality indicators that are computedcomprised based on various attributes, including delinquency of their balances and payment history. Loss rates applied to the accounts receivable balances are based on historical average charge-offs as a percentage of accounts receivable in each risk segment. ComEd, PECO and BGEThe Utility Registrant customers’ accounts are generally considered delinquent if the amount billed is not received by the time the next bill is issued, which normally occurs on a monthly basis. ComEd, PECO and BGEUtility Registrants’ customer accounts are written off consistent with approved regulatory requirements. ComEd’s, PECO’s and BGE’s provisionsUtility Registrants’ allowances for uncollectible accounts will continue to be affected by changes in volume, prices and economic conditions as well as changes in ICC, PAPUC, MDPSC, DCPSC, DPSC and MDPSC regulations, respectively.NJBPU regulations. See Note 6—Accounts Receivable of the Combined Notes to Consolidated Financial Statements for additional information regarding accounts receivable.

Results of Operations by Business Segment

The comparisons of operating results and other statistical information for the years ended December 31, 2014, 20132016, 2015 and 20122014 set forth below include intercompany transactions, which are eliminated in Exelon’s consolidated financial statements.

Net Income (Loss) Attributable to Common Shareholders by Registrant

 

  For the Years
Ended
December 31,
   Favorable
(unfavorable)
2016 vs. 2015
variance
  For the Year
Ended
December 31,
2014
   Favorable
(unfavorable)
2015 vs. 2014
variance
 
  2014 (b)   2013   Favorable
(unfavorable)
2014 vs. 2013
variance
 2012(a) Favorable
(unfavorable)
2013 vs. 2012
variance
   2016 2015      

Exelon

  $1,623    $1,719    $(96 $1,160   $559    $1,134   $2,269    $(1,135 $1,623    $646  

Generation

   835     1,070     (235  562    508     496   1,372     (876 835     537  

ComEd

   408     249     159    379    (130   378   426     (48 408     18  

PECO

   352     388     (36  377    11     438   378     60   352     26  

BGE

   198     197     1    (9  206     286   275     11   198     77  

Pepco

   42   187     (145 171     16  

DPL

   (9 76     (85 104     (28

ACE

   (42 40     (82 46     (6

   Successor      Predecessor 
   March 24, 2016 to
December 31, 2016
      January 1, 2016 to
March 23, 2016
   For the Year
Ended
December 31,
2015
   For the Year
Ended
December 31,
2014
   Favorable
(unfavorable)
2015 vs. 2014
variance
 

PHI

  $(61    $19    $327    $242    $85  

Results of Operations—Generation

   2016  2015  Favorable
(unfavorable)
2016 vs. 2015
variance
  2014 (a)  Favorable
(unfavorable)
2015 vs. 2014
variance
 

Operating revenues

  $17,751   $19,135   $(1,384 $17,393   $1,742  

Purchased power and fuel expense

   8,830    10,021    1,191    9,925    (96
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Revenues net of purchased power and fuel expense (b)

   8,921    9,114    (193  7,468    1,646  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other operating expenses

   

Operating and maintenance

   5,641    5,308    (333  5,566    258  

Depreciation and amortization

   1,879    1,054    (825  967    (87

Taxes other than income

   506    489    (17  465    (24
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other operating expenses

   8,026    6,851    (1,175  6,998    147  

Equity in losses of unconsolidated affiliates

   —      —      —      (20  20  

Gain (Loss) on sales of assets

   (59  12    (71  437    (425

Gain on consolidation and acquisition of businesses

   —      —      —      289    (289
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

   836    2,275    (1,439  1,176    1,099  

Other income and (deductions)

      

Interest expense

   (364  (365  1    (356  (9

Other, net

   401    (60  461    406    (466
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   37    (425  462    50    (475
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income before income taxes

   873    1,850    (977  1,226    624  

Income taxes

   290    502    212    207    (295

Equity in losses of unconsolidated affiliates

   (25  (8  (17  —      (8
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income

   558    1,340    (782  1,019    321  

Net income (loss) attributable to noncontrolling interests

   62    (32  94    184    (216
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income attributable to membership interest

  $496   $1,372   $(876 $835   $537  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(a)For BGE, reflects BGE’s operations for the year ended December 31, 2012. For Exelon and Generation, includes the operations of the Constellation and BGE from the date of the merger, March 12, 2012, through December 31, 2012.
(b)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, beginning on April 1, 2014, the 2014 financial results include CENG’s results of operations on a fully consolidated basis from April 1, 2014, through December 31, 2014.basis.

Results of Operations—Generation

  2014 (c)  2013  Favorable
(unfavorable)
2014 vs. 2013
variance
  2012(b)  Favorable
(unfavorable)
2013 vs. 2012
variance
 

Operating revenues

 $17,393   $15,630   $1,763   $14,437   $1,193  

Purchased power and fuel expense

  9,925    8,197    (1,728  7,061    (1,136
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Revenue net of purchased power and fuel expense(a)

  7,468    7,433    35    7,376    57  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other operating expenses

     

Operating and maintenance

  5,566    4,534    (1,032  5,028    494  

Depreciation and amortization

  967    856    (111  768    (88

Taxes other than income

  465    389    (76  369    (20
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other operating expenses

  6,998    5,779    (1,219  6,165    386  

Equity in (losses) earnings of unconsolidated affiliates

  (20  10    (30  (91  101  

Gain (loss) on sales of assets

  437    13    424    (7  20  

Gain on consolidation and acquisition of businesses

  289    —      289    —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

  1,176    1,677    (501  1,113    564  

Other income and (deductions)

     

Interest expense

  (356  (357  1    (301  (56

Other, net

  406    355    51    246    109  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

  50    (2  52    (55  53  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income before income taxes

  1,226    1,675    (449  1,058    617  

Income taxes

  207    615    408    500    (115
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income

  1,019    1,060    (41  558    502  

Net income (loss) attributable to noncontrolling interest

  184    (10  194    (4  (6
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income attributable to membership interest

 $835   $1,070   $(235 $562   $508  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(a)(b)Generation evaluates its operating performance using the measure of revenuerevenues net of purchased power and fuel expense. Generation believes that revenuerevenues net of purchased power and fuel expense is a useful measurement because it provides information that can be used to evaluate its operational performance. RevenueRevenues net of purchased power and fuel expense is not a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report.
(b)Includes the operations of Constellation from the date of the merger, March 12, 2012.
(c)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, the 2014 financial results include CENG’s results of operations on a fully consolidated basis from April 1, 2014 through December 31, 2014.

Net Income Attributable to Membership Interest

Year Ended December 31, 20142016 Compared to Year Ended December 31, 2013.2015. Generation’s net income attributable to membership interest decreased compared to the same period in 20132015, primarily due to lower revenues net of purchased power and fuel expense, higher operating and maintenance expense, and higher depreciation expense;and amortization expense, and losses on sales of assets in 2016, partially offset by higher revenue,increased other income and decreased income tax expense. The decrease in revenues net of purchasepurchased power and fuel expense primarily relates to lowermark-to-market results in 2016 compared to 2015 and lower realized energy prices, partially offset by the Ginna Reliability Support Services Agreement and a decrease in outage days at higher other income, the gains recorded on the sale of Generation’s ownership interestcapacity units despite an increase in generating stations, the bargain-purchase gain recorded related to the Integrys acquisition, and the gain recorded upon consolidation of CENG.overall outage days. The increase in operating and maintenance expense was largely due to increased labor contracting and materials expense dueis primarily related to the inclusionimpairment of CENG’s results beginning April 1, 2014 and impairment chargesrelated to 1) generating assets held-for-sale, 2) certain Upstream assets and 3)certain wind generating assets. The increase in revenue, net of purchased powerprojects, and fuel expense was primarily due to theinclusion of CENG’s results beginning April 1, 2014, a decrease in fuelincreased costs related to the cancellationimplementation of DOE spent nuclear fuel disposal fees, anthe cost management program. The increase in capacity prices,depreciation and favorable portfolio management activities in the New England an South regions, partially offset by lower realized energy pricesamortization expense is primarily related to executing Exelon’s ratable hedging strategy, higher procurement costs for replacement poweraccelerated depreciation and amortization expense related to the previous decision to early retire the Clinton and Quad Cities nuclear generating facilities, increased nuclear decommissioning amortization and increased depreciation expense due to extreme cold weatherongoing capital expenditures. The increase in losses on sales of assets is primarily due to Generation’s strategic decision to narrow the first quarterscope and scale of 2014,its growth and unrealized mark-to-market losses in 2014.development activities. The increase in other income is primarily due to the result of increasedchange in realized and unrealized gaingains and losses on NDT funds.

Year Ended December 31, 20132015 Compared to Year Ended December 31, 2012.2014. Generation’s net income attributable to membership interest increased compared to the same period in 20122014 primarily due to higher revenue net of purchasedpurchase power and fuel expense and lower operating and maintenance expense and higher earnings from Generation’s interest in CENG;expense; partially offset by impairmentthe absence of certainthe 2014 gains recorded on the sales of Generation’s ownership interest in generating assets, higher depreciation expense, higher property taxes,stations, the absence of the 2014 gain recorded upon the consolidation of CENG, decreased other income and higher interestincreased income tax expense. The increase in revenue, net of purchasedpurchase power and fuel expense was primarily due to the inclusion of CENG’s results on fully consolidated basis in 2015, the benefit of lower cost to serve load (including the absence of higher procurement costs for replacement power in 2014), the cancellation of the DOE SNF disposal fee, increased capacity prices, the inclusion of Integrys’ results in 2015, favorability from portfolio management optimization activities, increased load served, and higher nuclear volume,mark-to-market gains in 2015 compared tomark-to-market losses in 2014, partially offset by lower margins resulting from the 2014 sale of generating assets, lower realized energy prices, higher nuclearand the absence of the 2014 fuel costs, and lower mark-to-market gainsoptimization opportunities in 2013.the South region due to extreme cold weather. The decrease in operating and maintenance expense was largely due to 2012 costs associated withthe reduction of long-lived asset impairment charges in 2015 versus 2014, partially offset by increased labor, contracting and materials expense due to the inclusion of CENG’s results on a settlement with FERCfully consolidated basis in 20122015 and decreasesincreased energy efficiency projects. The decrease in transaction costsother income is primarily the result of the change in realized and employee-related costs associated with the merger.unrealized gains and losses on NDT fund investments in 2015 as compared to 2014.

RevenueRevenues Net of Purchased Power and Fuel Expense

The basis for Generation’s six reportable segments are based onis the geographic locationintegrated management of its assets,electricity business that is located in different geographic regions, and are largely representative of the footprints of an

ISO/RTO and/or NERC region.regions, which utilize multiple supply sources to provide electricity through various distribution channels (wholesale and retail). Generation’s hedging strategies and risk metrics are also aligned with these same geographic regions. Descriptions of each of Generation’s six reportable segments are as follows:

 

  

Mid-Atlantic represents operations in the eastern half of PJM, which includes Pennsylvania, New Jersey, Maryland, Virginia, West Virginia, Delaware, the District of Columbia and parts of Pennsylvania and North Carolina.

 

  

Midwest represents operations in the western half of PJM, which includes portions of Illinois, Pennsylvania, Indiana, Ohio, Michigan, Kentucky and Tennessee, and the United States footprint of MISO excluding MISO’s Southern Region, which covers all or most of North Dakota, South Dakota, Nebraska, Minnesota, Iowa, Wisconsin, the remaining parts of Illinois, Indiana, Michigan and Ohio not covered by PJM, and parts of Montana, Missouri and Kentucky.

 

  

New England represents the operations withinISO-NE covering the states of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont.

 

  

New York represents operations within New York ISO,ISO-NY, which covers the state of New York in its entirety.

 

  

ERCOT represents operations within Electric Reliability Council of Texas, covering most of the state of Texas.

Other Regions not considered individually significant:

 

  

Other Power Regions:

South represents operations in the FRCC, MISO’s Southern Region, and the remaining portions of the SERC not included within MISO or PJM, which includes all or most of Florida, Arkansas, Louisiana, Mississippi, Alabama, Georgia, Tennessee, North Carolina, South Carolina and parts of Missouri, Kentucky and Texas. Generation’s South region also includes operations in the SPP, covering Kansas, Oklahoma, most of Nebraska and parts of New Mexico, Texas, Louisiana, Missouri, Mississippi and Arkansas.

 

  

West represents operations in the WECC, which includes California ISO, and covers the states of California, Oregon, Washington, Arizona, Nevada, Utah, Idaho, Colorado, and parts of New Mexico, Wyoming and South Dakota.

 

  

Canada represents operations across the entire country of Canada and includes the AESO, OIESO and the Canadian portion of MISO.

The following business activities are not allocated to a region, and are reported under Other: retail and wholesalenatural gas, investments in gas and oil exploration and productionas well as other miscellaneous business activities proprietary trading, distributed generation, heating, cooling, and cogeneration facilities, and home improvements, salesthat are not significant to Generation’s overall operating revenues or results of electric and gas appliances, servicing of heating, air conditioning, plumbing, electrical, and indoor quality systems and investments in energy-related proprietary technology.operations. Further, the following activities are not allocated to a region, and are reported in Other: compensation under the reliability-must-run rate schedule; results of operations from the Maryland Clean-Coal assets sold in the fourth quarter of 2012; unrealized mark-to-market impact of economic hedging activities; amortization of certain intangible assets relating to commodity contracts recorded at fair value from mergers and acquisitions; accelerated nuclear fuel amortization associated with the initial early retirement decision for Clinton and Quad Cities; and other miscellaneous revenues.

Generation evaluates the operating performance of its power marketing activities and allocates resources using the measure of revenuerevenues net of purchased power and fuel expense, which is anon-GAAP measurement. Generation’s operating revenues include all sales to third parties and affiliated sales to ComEd, PECO and BGE.the Utility Registrants. Purchased power costs include all costs associated with the procurement and supply of electricity including capacity, energy and ancillary services. Fuel expense includes the fuel costs for internally generated energyowned generation and fuel costs associated with tolling agreements.

For the years ended December 31, 20142016 compared to 20132015 and December 31, 20132015 compared to 2012,2014, Generation’s revenuerevenues net of purchased power and fuel expense by region were as follows:

 

      2014 vs. 2013   2013 vs. 2012      2016 vs. 2015   2015 vs. 2014 
  2014 2013 Variance % Change 2012(a) Variance % Change  2016 2015 Variance % Change 2014 Variance % Change 

Mid-Atlantic (g)(e)

  $3,417   $3,270   $147    4.5 $3,433   $(163  (4.7)%  $3,317   $3,571   $(254 (7.1)%  $3,431   $140   4.1

Midwest (d)(c)

   2,594    2,586    8    0.3  2,998    (412  (13.7)%  2,971   2,892   79   2.7 2,599   293   11.3

New England

   351    185    166    89.7  196    (11  (5.6)%  438   461   (23 (5.0)%  351   110   31.3

New York (g)(e)

   483    (4  487    n.m.    76    (80  (105.3)%  742   634   108   17.0 483   151   31.3

ERCOT

   317    436    (119  (27.3)%   405    31    7.7 281   293   (12 (4.1)%  317   (24 (7.6)% 

Other Regions (e)

   327    201    126    62.7  131    70    53.4

Other Power Regions

 336   250   86   34.4 327   (77 (23.5)% 
  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total electric revenue net of purchased power and fuel expense

   7,489    6,674    815    12.2  7,239    (565  (7.8)% 

Total electric revenues net of purchased power and fuel expense

 8,085   8,101   (16 (0.2)%  7,508   593   7.9

Proprietary Trading

   42    (8  50    n.m.    (14  6    42.9 15   1   14   n.m.   42   (41 (97.6)% 

Mark-to-market gains (losses)

   (591  504    (1,095  n.m.    515    (11  (2.1)%  (41 257   (298 (116.0)%  (591 848   n.m.  

Other (f)(d)

   528    263    265    100.8  (364  627    n.m.   862   755   107   14.2 509   246   48.3
  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total revenue net of purchased power and fuel expense

  $7,468   $7,433   $35    0.5 $7,376   $57    0.8 $8,921   $9,114   $(193 (2.1)%  $7,468   $1,646   22.0
  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)Includes results for Constellation beginning on March 12, 2012, the date the merger was completed.
(b)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, beginning April 1, 2014, the 2014 financial results include CENG’s results of operations on a fully consolidated basis from April 1, 2014 through December 31, 2014.basis.
(c)(b)Results of transactions with PECO and BGE are included in theMid-Atlantic region. Results of transactions with Pepco, DPL, and ACE are included in theMid-Atlantic region for the successor period of March 24, 2016 to December 31, 2016.
(d)(c)Results of transactions with ComEd are included in the Midwest region.
(e)Other Regions includes South, West and Canada, which are not considered individually significant.
(f)(d)Other represents activities not allocated to a region. See text above for a description of included activities. Also includesIncludes a $57 million decrease to RNF, an $8 million increase to RNF, and a $124 million decrease to RNF for the amortization of intangible assets related to commodity contracts recorded at fair value of $124 million, $488 million, and $1,098 million pre-tax for the twelve monthsyears ended December 31, 2016, 2015, and 2014, respectively, and accelerated nuclear fuel amortization associated with the initial early retirement of Clinton and Quad Cities as discussed in Note 9—Early Nuclear Plant Retirements of the Combined Notes to the Financial Statements of $60 million for the year ended December 31, 2013, and December 31, 2012, respectively.2016.
(g)(e)Includes $113 million and $169 million of purchased power from CENG prior to its consolidation on April 1, 2014 in theMid-Atlantic and New York regions, respectively, for the year ended December 31, 2014. Includes $542 million and $450 million of purchased power from CENG in the Mid-Atlantic and New York regions, respectively, for the year ended December 31, 2013. Includes $487 million and $306 million of purchased power from CENG in the Mid-Atlantic and New York regions, respectively, for the year ended December 31, 2012. See Note 25—27—Related Party Transactions of the Combined Notes to Consolidated Financial Statements for additional information.

Generation’s supply sources by region are summarized below:

 

          2014 vs. 2013     2013 vs. 2012      2016 vs. 2015   2015 vs. 2014 

Supply source (GWh)

  2014   2013   Variance % Change 2012(a)   Variance % Change 

Nuclear generation (b)

           

Supply Source (GWh)

 2016 2015 Variance % Change 2014 Variance % Change 

Nuclear Generation(a)

       

Mid-Atlantic

   58,809     48,881     9,928    20.3  47,337     1,544    3.3 63,447   63,283   164   0.3 58,809   4,474   7.6

Midwest

   94,000     93,245     755    0.8  92,525     720    0.8 94,668   93,422   1,246   1.3 94,000   (578 (0.6)% 

New York

   13,645     —       13,645    n.m.    —       —      —   18,684   18,769   (85 (0.5)%  13,645   5,124   37.6
  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total Nuclear Generation

 176,799   175,474   1,325   0.8 166,454   9,020   5.4
   166,454     142,126     24,328    17.1  139,862     2,264    1.6

Fossil and renewables (b)

           

Mid-Atlantic(b)(d)

   11,025     11,714     (689  (5.9)%   8,808     2,906    33.0

Fossil and Renewables

       

Mid-Atlantic

 2,731   2,774   (43 (1.6)%  11,025   (8,251 (74.8)% 

Midwest

   1,372     1,478     (106  (7.2)%   971     507    52.2 1,488   1,547   (59 (3.8)%  1,372   175   12.8

New England

   5,233     10,896     (5,663  (52.0)%   9,965     931    9.3 6,968   2,983   3,985   133.6 5,233   (2,250 (43.0)% 

New York

   4     —       4    n.m.    —       —      n.m.   3   3    —     —   4   (1 (25.0)% 

ERCOT

   7,164     6,453     711    11.0  6,182     271    4.4 6,785   5,763   1,022   17.7 7,164   (1,401 (19.6)% 

Other Regions(e)

   7,955     6,664     1,291    19.4  5,913     751    12.7

Other Power Regions

 8,179   7,848   331   4.2 7,955   (107 (1.3)% 
  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total Fossil and Renewables

 26,154   20,918   5,236   25.0 32,753   (11,835 (36.1)% 
   32,753     37,205     (4,452  (12.0)%   31,839     5,366    16.9

Purchased power

           

Mid-Atlantic (c)

   6,082     14,092     (8,010  (56.8)%   20,830     (6,738  (32.3)% 

Purchased Power

       

Mid-Atlantic

 16,874   8,160   8,714   106.8 6,082   2,078   34.2

Midwest

   2,004     4,408     (2,404  (54.5)%   9,805     (5,397  (55.0)%  2,255   2,325   (70 (3.0)%  2,004   321   16.0

New England

   12,354     7,655     4,699    61.4  9,273     (1,618  (17.4)%  16,632   24,309   (7,677 (31.6)%  12,354   11,955   96.8

New York (c)

   2,857     13,642     (10,785  (79.1)%   11,457     2,185    19.1

New York

  —      —      —     —   2,857   (2,857 (100.0)% 

ERCOT

   10,108     15,063     (4,955  (32.9)%   23,302     (8,239  (35.4)%  10,637   10,070   567   5.6 8,651   1,419   16.4

Other Regions(e)

   14,795     14,931     (136  (0.9)%   17,327     (2,396  (13.8)% 

Other Power Regions

 13,589   18,773   (5,184 (27.6)%  14,795   3,978   26.9
  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total Purchased Power

 59,987   63,637   (3,650 (5.7)%  46,743   16,894   36.1
   48,200     69,791     (21,591  (30.9)%   91,994     (22,203  (24.1)% 

Total supply by region (f)

           

Total Supply/Sales by Region (b)

       

Mid-Atlantic (g)(c)

   75,916     74,687     1,229    1.6  76,975     (2,288  (3.0)%  83,052   74,217   8,835   11.9 75,916   (1,699 (2.2)% 

Midwest(h)(c)

   97,376     99,131     (1,755  (1.8)%   103,301     (4,170  (4.0)%  98,411   97,294   1,117   1.1 97,376   (82 (0.1)% 

New England

   17,587     18,551     (964  (5.2)%   19,238     (687  (3.6)%  23,600   27,292   (3,692 (13.5)%  17,587   9,705   55.2

New York

   16,506     13,642     2,864    21.0  11,457     2,185    19.1 18,687   18,772   (85 (0.5)%  16,506   2,266   13.7

ERCOT

   17,272     21,516     (4,244  (19.7)%   29,484     (7,968  (27.0)%  17,422   15,833   1,589   10.0 15,815   18   0.1

Other Regions(e)

   22,750     21,595     1,155    5.3  23,240     (1,645  (7.1)% 

Other Power Regions

 21,768   26,621   (4,853 (18.2)%  22,750   3,871   17.0
  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total supply

   247,407     249,122     (1,715  (0.7)%   263,695     (14,573  (5.5)% 

Total Supply/Sales by Region

 262,940   260,029   2,911   1.1 245,950   14,079   5.7
  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)Includes results for Constellation beginning on March 12, 2012, the date the merger was completed.
(b)Includes the proportionate share of output where Generation has an undivided ownership interest in jointly-owned generating plants and includes the total output of plants that are fully consolidated (e.g. CENG). Nuclear generation for the year ended December 31, 2014 includes physical volumes of 11,408 GWh in Mid-Atlantic and 13,645 GWh in New York for CENG.
(c)Purchased power includes physical volumes of 2,489 GWh, 12,067 GWh, and 9,925 GWh in the Mid-Atlantic and 2,857 GWh, 12,165 GWh, and 9,350 GWh in New York as a result of the PPA with CENG for the years ended December 31, 2014, 2013, and 2012, respectively. On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, 100% of CENG volumes are included in nuclear generation.
(d)Excludes generation under the reliability-must-run rate schedule and generation of Brandon Shores, H.A. Wagner, and C.P. Crane, the generating facilities divested in the fourth quarter of 2012 as a result of the Exelon and Constellation merger.
(e)Other Regions includes South, West and Canada, which are not considered individually significant.
(f)(b)Excludes physical proprietary trading volumes of 10,5716,179 GWh, 8,7627,310 GWh, and 12,95810,571 GWh for the years ended December 31, 2014, 2013,2016, 2015, and 2012,2014, respectively.
(g)(c)Includes affiliate sales to PECO throughand BGE in the competitive procurement process of 2,520 GWh, 5,070 GWh,Mid-Atlantic region and 7,762 GWh for the years ended December 31, 2014, 2013, and 2012, respectively. Sales to BGE of 5,093 GWh, 5,595 GWh, and 3,766 GWh were included for the years ended December 31, 2014, 2013, and 2012, respectively.
(h)Includesaffiliate sales to ComEd underin the RFP procurementMidwest region. As a result of 5,259 GWh, 7,491 GWhthe PHI Merger, includes affiliate sales to Pepco, DPL, and 4,152 GWhACE in theMid-Atlantic region for the years endedsuccessor period of March 24, 2016 to December 31, 2014, 2013, and 2012, respectively.2016.

Mid-AtlanticMid-Atlantic.

Year Ended December 31, 20142016 Compared to Year Ended December 31, 20132015. The increase$254 million decrease in revenuerevenues net of purchased power and fuel expense in theMid-Atlantic of $147 million was primarily due to the consolidation of CENG, the cancellation of the DOE spent nuclear fuel disposal fees, and favorable portfolio management optimization activities, partially offset by higher procurement costs for replacement power, lower nuclear volumes (excluding CENG), lower capacity revenues, and lower realized energy prices, related to executing Generation’s ratable hedging strategy.decreased capacity prices and higher oil inventory write-downs in 2016, partially offset by increased load volumes served.

Year Ended December 31, 20132015 Compared to Year Ended December 31, 20122014. The decrease$140 million increase in revenuerevenues net of purchased power and fuel expense in theMid-Atlantic of $163 million was primarily due to the inclusion of CENG’s results on a fully consolidated basis for the full year in 2015, the benefit of lower realized energy pricescost to serve load (which includes the absence of higher procurement costs for replacement power due to extreme cold weather in the first quarter of 2014), increased load volumes served, higher

nuclear volumes, the cancellation of the DOE SNF disposal fee, and increased nuclear fuel costs,favorability from portfolio management optimization activities, partially offset by the addition of Constellation in 2012, higherlower capacity revenues, and higher nuclear revenues.lower generation volumes due to the sale of generating assets.

Midwest

Midwest. Year Ended December 31, 20142016 Compared to Year Ended December 31, 20132015. The $79 million increase in revenuerevenues net of purchased power and fuel expense in the Midwest of $8 million was primarily due to higher capacity prices, higherdecreased nuclear volumes,outage days and the cancellation of the DOE spentdecreased nuclear fuel disposal fee, partially offset by lower realized energy prices related to executing Generation’s ratable hedging strategy.prices.

Year Ended December 31, 20132015 Compared to Year Ended December 31, 20122014. The decrease$293 million increase in revenuerevenues net of purchased power and fuel expense in the Midwest of $412 million was primarily due to lower realized energy prices,higher capacity revenues, increased nuclear fuel costs,load volumes served, the inclusion of Integrys’ results in 2015, the cancellation of the DOE SNF disposal fee in 2014, and lower capacity revenues,favorability from portfolio management optimization activities, partially offset by higherlower nuclear revenues.volumes.

New England

England. Year Ended December 31, 20142016 Compared to Year Ended December 31, 20132015. The $166$23 million increasedecrease in revenuerevenues net of purchased power and fuel expense in New England iswas primarily due to higherlower realized energy prices and favorable impacts from the restructuring of a fuel supply contract,higher oil inventory write-downs in 2016, partially offset by lower generation volume.increased capacity prices.

Year Ended December 31, 20132015 Compared to Year Ended December 31, 20122014. The $11$110 million decreaseincrease in revenuerevenues net of purchased power and fuel expense in New England iswas primarily due to the benefit of lower realized energy prices,cost to serve load, increased load volumes served, the inclusion of Integrys’ results in 2015, and favorability from portfolio management optimization activities, partially offset by the addition of Constellation in 2012. Priorlower generation volumes due to the merger, New England was notsale of a significant contributor to revenue net of purchased power and fuel expense at Generation.generating asset.

New York

York. Year Ended December 31, 20142016 Compared to Year Ended December 31, 2013.2015. The $487$108 million increase in revenuerevenues net of purchased power and fuel expense in New York was primarily due to the consolidationimpact of CENG.the Ginna Reliability Support Service Agreement, partially offset by lower realized energy prices.

Year Ended December 31, 20132015 Compared to Year Ended December 31, 20122014. The $80$151 million decreaseincrease in revenuerevenues net of purchased power and fuel expense in New York was primarily due todecreasedto the inclusion of CENG’s results on a fully consolidated basis for the full year in 2015, increased nuclear volumes and the inclusion of Integrys’ results in 2015, partially offset by lower realized energy prices partially offset by the addition of Constellation. Prior to the merger, New York was not a significant contributor to revenue net of purchased power and fuel expense at Generation.

decreased capacity revenues.

ERCOTERCOT.

Year Ended December 31, 20142016 Compared to Year Ended December 31, 2013.2015. The $119$12 million decrease in revenuerevenues net of purchased power and fuel expense in ERCOT was primarily due to higher procurement costs for replacement power in the second quarter of 2014 and the termination of anlower realized energy supply contract with a retail power supply company that was previously a consolidated variable interest entity. As a result of the termination, Generation no longer has a variable interest in the retail supply company and ceased consolidation of the entity during the third quarter of 2013. The decreases wereprices, partially offset by higher generation volume in the first quarter of 2014.increased output from renewable assets.

Year Ended December 31, 20132015 Compared to Year Ended December 31, 2012.2014. The $31$24 million increasedecrease in revenuerevenues net of purchased power and fuel expense in ERCOT was primarily due to increasedlower realized energy prices and a decrease in generation volumes due to the additionsale of Constellation in 2012,a generating asset, partially offset by a decrease due to the terminationabsence of an energy supply contract with a retailhigher procurement costs for replacement power supply company that was previously a consolidated variable interest entity. As a result of the termination, Generation no longer has a variable interest in the retail supply company2014 and ceased consolidation of the entity during the third quarter of 2013.decreased fuel costs.

Other Regions

Power Regions. Year Ended December 31, 20142016 Compared to Year Ended December 31, 2013.2015. The $126$86 million increase in revenuerevenues net of purchased power and fuel expense in Other Power Regions was primarily due to higher generation volumes and higher realized energy prices.

Year Ended December 31, 20132015 Compared to Year Ended December 31, 2012.2014. The $70$77 million increasedecrease in revenuerevenues net of purchased power and fuel expense in Other Power Regions was primarily as a result

due to the amortization of contracts recorded at fair value associated with prior acquisitions, lower realized energy prices, the absence of the addition of Constellation in 2012, in addition to2014 fuel optimization opportunities, partially offset by increased renewable generation.generation from power purchase agreements, and decreased fuel costs.

Mark-to-market

Proprietary Trading. Year Ended December 31, 20142016 Compared to Year Ended December 31, 20132015.. The $14 million increase in revenues net of purchased power and fuel expense in Proprietary trading was primarily due to congestion activity.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014. The $41 million decrease in revenues net of purchased power and fuel expense in Proprietary trading was primarily due to the absence of gains on congestion trading products.

Mark-to-market. Generation is exposed to market risks associated with changes in commodity prices and enters into economic hedges to mitigate exposure to these fluctuations. Mark-to-market losses on economic hedging activities were $591 million in 2014 compared to gains of $504 million in 2013. See Note 11—12—Fair Value of Financial Assets and Liabilities and Note 12—13—Derivative Financial Instruments of the Combined Notes to the Consolidated Financial Statements for information on gains and losses associated withmark-to-market derivatives.

Year Ended December 31, 20132016 Compared to Year Ended December 31, 20122015. Generation is exposedMark-to-market losses on economic hedging activities were $41 million in 2016 compared to market risks associated with changesgains of $257 million in commodity prices and enters into economic hedges2015.

Year Ended December 31, 2015 Compared to mitigate exposure to these fluctuations. Year Ended December 31, 2014.Mark-to-market gains on economic hedging activities were $504$257 million in 20132015 compared to gainslosses of $515$591 million in 2012. See Note 11—Fair Value of Financial Assets and Liabilities and Note 12—Derivative Financial Instruments of the Combined Notes to the Consolidated Financial Statements for information on gains and losses associated with mark-to-market derivatives.2014.

Other

Other. Year Ended December 31, 20142016 Compared to Year Ended December 31, 2013.2015. The $265$107 million increase in other revenue net of purchased power and fuel was primarily due to a reductionrevenue related to the inclusion of Pepco Energy Services results in 2016 and revenue related to energy efficiency projects, partially offset by the amortization of in-the-money energy contracts recorded at fair value atassociated with prior acquisitions, and accelerated nuclear fuel amortization associated with the Constellation merger dateand an increase related to the amortization of out-of-the money energy contracts recorded at fair value

upon the consolidation of CENG partially offset by a loss on gas inventory from lower of cost or market adjustmentsinitial early retirement decision for Clinton and Quad Cities as discussed in 2014. See Note 10—Intangible Assets9—Early Nuclear Plant Retirements of the Combined Notes to Consolidatedthe Financial Statements for information regarding contract intangibles.Statements.

Year Ended December 31, 20132015 Compared to Year Ended December 31, 2012.2014. The $627$246 million increase in other revenue net of purchased power and fuel was primarily due to reducedthe amortization expense of the acquired energy contracts recorded at fair value atassociated with prior acquisitions, the merger date. In addition, theinclusion of Integrys’ gas results in 2015, and an increase is also attributable to results from activities acquired as part of the 2012 merger with Constellation including retail gas,in distributed generation and energy efficiency energy management and demand response, Upstream natural gas, and the design and construction of renewable energy facilities. These increases were partially offset by the reduction in revenues net of purchased power and fuel expense from the sale of Brandon Shores, H.A. Wagner and C.P. Crane, the generating facilities divested in the fourth quarter of 2012 as a result of the Exelon and Constellation merger.activity. See Note 10—11—Intangible Assets of the Combined Notes to Consolidated Financial Statements for information regarding energy contract intangibles and assets planned for divestiture as a result of the Constellation merger.intangibles.

Nuclear Fleet Capacity Factor and Production Costs

The following table presents nuclear fleet operating data for 2014,2016, as compared to 20132015 and 2012,2014, for the Generation-operated plants. The nuclear fleet capacity factor presented in the table is defined as the ratio of the actual output of a plant over a period of time to its output if the plant had operated at full average annual mean capacity for that time period. Nuclear fleet production cost is defined as the costs to produce one MWh of energy, including fuel, materials, labor, contracting and other miscellaneous costs, but excludes depreciation, required capital investment, benefits costs associated with labor, insurance, property taxes, unit contingent costs, suspended DOE nuclear waste storage fee (as discussed further in Note 22—Commitments and Contingencies), and certain other non-production related overhead costs. Generation considers capacity factor and production costsa useful measuresmeasure to analyze the nuclear fleet performance between periods. Generation has included the analysis below as a complement to the financial information provided in accordance with GAAP. However, these measures are not a presentation defined under GAAP and may not be comparable to other companies’ presentations or be more useful than the GAAP information provided elsewhere in this report.

 

   2014  2013  2012 

Nuclear fleet capacity factor (a)

   94.3  94.1  92.7

Nuclear fleet production cost per MWh (a)

  $19.33   $19.83   $19.50  
   2016  2015  2014 

Nuclear fleet capacity factor(a)

   94.6  93.7  94.3

 

(a)Excludes Salem, which is operated by PSEG Nuclear, LLC. Reflects ownership percentage of stations operated by Exelon. As of April 1, 2014, CENG is included at ownership.

Year Ended December 31, 20142016 Compared to Year Ended December 31, 20132015. The nuclear fleet capacity factor, which excludes Salem, increased in 20142016 compared to 2013. While total days offline are greater in 2014 as compared2015 primarily due to 2013, the larger capacity units were online for more days in 2014. Additionally, with the addition of the CENG nuclear facilities there were more days offline in 2014 associated with units where Exelon’s ownership percentage diminishes the impact on capacity factor.fewer refueling andnon-refueling outage days. For 20142016 and 2013,2015, planned refueling outage days totaled 275245 and 233,290, respectively, andnon-refueling outage days totaled 9263 and 75,82, respectively. Production cost per MWh was lower in 2014 compared to 2013 due to elimination of the SNF disposal fee in 2014, partially offset by inclusion of the ownership share of CENG.

Year Ended December 31, 20132015 Compared to Year Ended December 31, 20122014. The nuclear fleet capacity factor, which excludes Salem, increaseddecreased in 2015 compared to 2014 primarily due to a lowerhigher number of planned refueling outage days in 2013,andnon-outage energy losses, partially offset by a higherlower number of non-refuelingunplanned outage days. For 20132015 and

2012, 2014, planned refueling outage days totaled 233290 and 274,275, respectively, andnon-refueling outage daystotaled 75days totaled 82 and 73,92, respectively. Higher nuclear fuel costs and higher plant operating and maintenance costs, partially offset by higher number of net MWhs generated resulted in a higher production cost per MWh during 2013 as compared to 2012.

Operating and Maintenance Expense

The changes in operating and maintenance expense for 20142016 compared to 2013,2015, consisted of the following:

 

  Increase
(Decrease) (a)
   Increase
(Decrease)
 

Impairment and related charges of certain generating assets(b)(a)

  $506    $161  

Labor, other benefits, contracting and materials(c)

   361  

Merger and integration costs

   27  

Midwest Generation bankruptcy charges

   10  

ARO update(b)

   (79

Pension andnon-pension postretirement benefits expense(c)

   (42

Corporate allocations(d)

   (12

Plant retirements and divestitures(e)

   (50

Accretion expense

   78     (21

Corporate allocations(d)

   69  

Regulatory fees and assessments

   51  

Maryland merger commitments

   44  

Nuclear refueling outage costs, including the co-owned Salem plant(e)

   54  

Increase in asbestos bodily injury reserve

   16  

Midwest Generation bankruptcy charges

   (26

ARO update

   (29

Merger and integration costs

   (29

Pension and non-pension postretirement benefits expense

   (81

Nuclear refueling outage costs, including theco-owned Salem plant(f)

   (61

Merger commitments

   53  

Labor, other benefits, contracting and materials(g)

   185  

Cost management program(h)

   43  

Curtailment of Generation growth and development activities(i)

   24  

Other

   18     95  
  

 

   

 

 

Increase in operating and maintenance expense

  $1,032    $333  
  

 

   

 

 

(a)Reflects increased impairments in 2016 compared to 2015, primarily related to the impairments of certain Upstream assets and wind generating assets in 2016.
(b)Reflects anon-cash benefit pursuant to the annual update of the Generation nuclear decommissioning obligation related to thenon-regulatory units.
(c)Reflects the favorable impact of higher pension and OPEB discount rates.
(d)Reflects a decreased share of corporate allocated costs.
(e)Reflects the impact of the Generation’s previous decision to early retire the Clinton and Quad cities nuclear facilities.
(f)Reflects the favorable impacts of decreased nuclear outages in 2016.
(g)Reflects an increase of labor, other benefits, contracting and materials costs primarily due to increased contracting costs related to energy efficiency projects and the inclusion of Pepco Energy Services results in 2016. Also includes cost of sales of our other business activities that are not allocated to a region.
(h)Represents the 2016 severance expense and reorganization costs related to a cost management program.
(i)Reflects theone-time recognition for asset impairment charges pursuant to Generation’s strategic decision in the fourth quarter of 2016 to narrow the scope and scale of its growth and development activities.

The changes in operating and maintenance expense for 2015 compared to 2014, consisted of the following:

   Increase
(Decrease) (a)
 

Impairment and related charges of certain generating assets(b)

  $(651

Maryland merger commitments

   (44

Merger and integration costs

   (28

Midwest Generation bankruptcy charges

   (14

Decrease in asbestos bodily injury reserve

   (12

ARO update

   8  

Regulatory fees and assessments

   10  

Pension andnon-pension postretirement benefits expense

   15  

Corporate allocations (c)

   16  

Accretion expense

   18  

Nuclear refueling outage costs, including theco-owned Salem plant(d)

   64  

Labor, other benefits, contracting and materials(e)

   323  

Other

   37  
  

 

 

 

Decrease in operating and maintenance expense

  $(258
  

 

 

 

 

(a)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, the 2014 operating results include CENG’s results of operations on a fully consolidated basis from April 1, 2014 through December 31, 2014.
(b)Reflects the operating and maintenance expense associated with the impairmentPrimarily relates to impairments of certain generating assetsheld-for-sale, Upstream assets, and wind generating assets during 2014 that did not reoccur in 2015.
(c)Reflects an increased share of corporate allocated costs primarily due to the inclusion of CENG beginning April 1, 2014.
(c)(d)Reflects the unfavorable impacts of increased nuclear outages in 2015.
(e)Reflects an increase of labor, other benefits, contracting and materials costs primarily due to the inclusion of CENG beginning April 1, 2014.on a fully consolidated basis in 2015. Also includes cost of sales of our other business activities that are not allocated to a region.
(d)Reflects an increased share of corporate allocated costs primarily due to the 2014 CENG integration.
(e)Reflects the impact of increased nuclear outage days primarily due to the inclusion of CENG beginning April 1, 2014.

The changes in operating and maintenance expense for 2013 compared to 2012, consisted of the following:

   Increase
(Decrease)
 

Plant retirements and divestitures (a)

  $(440

FERC settlement(b)

   (195

Constellation merger and integration costs

   (107

Maryland commitments

   (35

Asbestos bodily injury costs(c)

   (16

Nuclear refueling outage costs, including the co-owned Salem plant(d)

   (14

Corporate allocations(e)

   (5

Labor, other benefits, contracting and materials(f)

   160  

Impairment and related charges of certain generating assets

   160  

Midwest Generation bankruptcy charges

   11  

Pension and non-pension postretirement benefits expense

   5  

Other

   (18
  

 

 

 

Decrease in operating and maintenance expense

  $(494
  

 

 

 

(a)Reflects the operating and maintenance expense associated with the generating assets retired or divested during 2012.
(b)Reflects costs incurred as part of a March 2012 settlement with the FERC to resolve a dispute related to Constellation’s prior period hedging and risk management transactions.
(c)Reflects decreased asbestos-related bodily injury expense for 2013 compared to 2012.
(d)Reflects the impact of decreased planned refueling outages during 2013.
(e)The decrease in cost allocations during 2013 primarily reflects merger and energy savings for Exelon’s corporate operations and shared service entities, partially offset by the impact of an increased share of corporate allocated costs due to the merger.
(f)Includes cost of sales of our other business activities that are not allocated to a region.

Depreciation and Amortization

Year Ended December 31, 20142016 Compared to Year Ended December 31, 20132015. Depreciation and amortization expense increased primarily due to accelerated depreciation and increased nuclear decommissioning amortization related to the previous decision to early retire the Clinton and Quad Cities nuclear facilities in 2016, and increased depreciation expense due to ongoing capital expenditures.

Excluding the impacts of future capital additions, Generation expects total annual depreciation for Clinton and Quad Cities in 2017 and future years will be consistent with the annual depreciation recognized prior to the June 2016 early retirement decision, with the impact on prospective depreciation of the reduction in the plants’ book values as a result of the accelerated depreciation recorded from June 2, 2016 to December 6, 2016, being essentially offset by the impact of shortening Clinton’s expected economic useful life from the original 2046 date to the now expected 2027 date.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014. The increase in depreciation and amortization expense was primarily due to the inclusion of CENG’s results on a fully consolidated basis beginning April 1, 2014in 2015, increased nuclear decommissioning amortization, and an increase in ongoing capital expenditures.

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The increase in depreciation and amortization expense was primarily a result of higher plant balances due to the addition of Constellation facilities and ongoing capital additions.

Taxes Other Than Income

Year Ended December 31, 20142016 Compared to Year Ended December 31, 20132015. The increase in taxes other than income was primarily due to an increase in gross receipts tax.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014. The increase in taxes other than income was primarily due to the inclusion of CENG’s results on a fully consolidated basis beginning April 1, 2014.in 2015.

Equity in Losses of Unconsolidated Affiliates

Year Ended December 31, 20132016 Compared to Year Ended December 31, 2012. The increase was primarily due to the addition of Constellation’s financial results in 2012.

Equity in Earnings (Losses) of Unconsolidated Affiliates

Year Ended December 31, 2014 Compared to Year Ended December 31, 20132015. The year-over-year change in Equity in earnings (losses)losses of unconsolidated affiliates is primarily the result of increased losses on equity investments.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014. The year-over-year change in Equity in losses of unconsolidated affiliates is primarily the result of the consolidation of CENG’s results of operations beginning April 1, 2014, which were previously accounted for under the equity method of accounting.

Gain (Loss) on Sales of Assets

Year Ended December 31, 20142016 Compared to Year Ended December 31, 2013.2015. The year-over-year changedecrease in Gaingain (loss) on sales of assets reflectsis primarily related to theone-time recognition for a loss on sale of assets pursuant to Generation’s strategic decision in the fourth quarter of 2016 to narrow the scope and scale of its growth and development activities, partially offset by a gain associated with Generation’s sale of the retired New Boston generating site in 2016.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014. The decrease in gain (loss) on sales of assets is primarily related to the absence of $411 million of gains recorded on the sale of Generation’s ownership interests in Safe Harbor Water Power Corporation, Fore River and West Valley generating stations in 2014. Refer to Note 4—Mergers, Acquisitions, and Dispositions in the Combined Notes to Consolidated Financial Statements for additional information.

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012.The year-over-year change in Gain (loss) on sales of assets primarily reflects an $8 million gain recorded on the sale of Maryland Clean Coal in 2013.

Gain on Consolidation and Acquisition of Businesses

Year Ended December 31, 20142015 Compared to Year Ended December 31, 2013.2014. The increasedecrease in Gaingain on consolidation and acquisition of businesses is primarily related toreflects the absence of a $261 million gain upon consolidation of CENG resulting from the difference in fair value of CENG’s net assets as of April 1, 2014 and the equity method investment previously recorded on Generation’s and Exelon’s books and the settlement ofpre-existing transactions between Generation and CENG recorded in 2014, and the absence of a $28 million bargain-purchase gain related to the lntegrys acquisition.Integrys acquisition recorded in 2014.

Interest Expense

The changes in interest expense for 2016 compared to 2015 and 2015 compared to 2014 consisted of the following:

 

   Increase
(Decrease)

2016 vs. 2015
  Increase
(Decrease)

2015 vs. 2014
 

Interest expense on long-term debt

  $8   $53  

Interest expense on interest rate swaps

   1    22  

Interest expense on tax settlements

   16    (37

Other interest expense

   (26  (29
  

 

 

  

 

 

 

(Decrease) increase in interest expense, net

  $(1 $9  
  

 

 

  

 

 

 

Other, Net

Year Ended December 31, 20142016 Compared to Year Ended December 31, 2013. Interest expense for the year ended December 31, 2014 compared to the same period in 2013 remained relatively level.

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The increase in interest expense is primarily due to the increase in long-term debt as a result of the merger and increased project financing.

Other, Net

Year Ended December 31, 2014 Compared to Year Ended December 31, 20132015. The increase in Other, net primarily reflects $31 million of favorable tax settlements related to Constellation’s pre-acquisition 2009-2012 tax returns and the net increase in realized and unrealized gains related to the NDT fundsfund investments of Generation’sNon-Regulatory Agreement Units as described in the table below. Other, net also reflects $67$80 million and $122$(22) million for the yearyears ended December 31, 20142016 and 2013, 2015,

respectively, related to the contractual elimination of income tax expense associated with the NDT fundsfund investments of the Regulatory Agreement Units. Refer to Note 15—16—Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding NDT funds.fund investments.

Year Ended December 31, 20132015 Compared to Year Ended December 31, 20122014. The increasedecrease in Other, net primarily reflects $85 million of credit facility termination fees recordedthe net decrease in 2012 and increased net realized and unrealized gains related to the NDT fundsfund investments of Generation’sNon-Regulatory Agreement Units compared to net realized and unrealized gains in 2012, as described in the table below. Other, net also reflects $122$(22) million and $117$67 million for the yearyears ended December 31, 20132015 and 2012,2014, respectively, related to the contractual elimination of income tax expense (benefit) associated with the NDT fundsfund investments of the Regulatory Agreement Units. Refer to Note 15—16—Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding NDT funds.fund investments.

The following table provides unrealized and realized gains (losses) on the NDT fundsfund investments of theNon-Regulatory Agreement Units recognized in Other, net for 2014, 20132016, 2015 and 2012:2014:

��

   2014   2013   2012 

Net unrealized gains on decommissioning trust funds

  $134    $146    $105  

Net realized gains on sale of decommissioning trust funds

  $77    $24    $51  

 

   2016   2015  2014 

Net unrealized gains (losses) on decommissioning trust funds

  $194    $(197 $134  

Net realized gains on sale of decommissioning trust funds

   35     66    77  

Effective Income Tax Rate.

Generation’s effective income tax rates for the years ended December 31, 2016, 2015 and 2014 2013were 33.2%, 27.1% and 2012 were 16.9%, 36.7% and 47.3%, respectively. See Note 14—15—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates.

Results of Operations—ComEd

 

 2014 2013 Favorable
(Unfavorable)
2014 vs. 2013
Variance
 2012 Favorable
(Unfavorable)
2013 vs. 2012
Variance
  2016 2015 Favorable
(unfavorable)
2016 vs. 2015
variance
 2014 Favorable
(unfavorable)
2015 vs. 2014
variance
 

Operating revenue

 $4,564   $4,464   $100   $5,443   $(979

Operating revenues

 $5,254   $4,905   $349   $4,564   $341  

Purchased power expense

  1,177    1,174    (3  2,307    1,133   1,458   1,319   (139 1,177   (142
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Revenue net of purchased power expense (a)

  3,387    3,290    97    3,136    154  

Revenues net of purchased power expense (a)(b)

 3,796   3,586   210   3,387   199  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other operating expenses

          

Operating and maintenance

  1,429    1,368    (61  1,345    (23 1,530   1,567   37   1,429   (138

Depreciation and amortization

  687    669    (18  610    (59 775   707   (68 687   (20

Taxes other than income

  293    299    6    295    (4 293   296   3   293   (3
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total other operating expenses

  2,409    2,336    (73  2,250    (86 2,598   2,570   (28 2,409   (161
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Gain on sales of assets

  2    —      2    —      —     7   1   6   2   (1
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Operating income

  980    954    26    886    68   1,205   1,017   188   980   37  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other income and (deductions)

          

Interest expense, net

  (321  (579  258    (307  (272 (461 (332 (129 (321 (11

Other, net

  17    26    (9  39    (13 (65 21   (86 17   4  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total other income and (deductions)

  (304  (553  249    (268  (285 (526 (311 (215 (304 (7
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Income before income taxes

  676    401    275    618    (217 679   706   (27 676   30  

Income taxes

  268    152    (116  239    87   301   280   (21 268   (12
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net income

 $408   $249   $159   $379   $(130 $378   $426   $(48 $408   $18  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)ComEd evaluates its operating performance using the measure of revenueRevenue net of purchased power expense. ComEd believes that revenueRevenue net of purchased power expense is a useful measurement because it provides information that can be used to evaluate its operational performance. In general, ComEd only earns margin based on the delivery and transmission of electricity. ComEd has included its discussion of revenueRevenue net of purchased power expense below as a complement to the financial information provided in accordance with GAAP. However, revenueRevenue net of purchased power expense is not a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report.
(b)For regulatory recovery mechanisms, including ComEd’s electric distribution and transmission formula rates, and riders, revenues increase and decrease i) as fully recoverable costs fluctuate (with no impact on net earnings), and ii) pursuant to changes in rate base, capital structure and ROE (which impact net earnings).

Net Income

Year Ended December 31, 2014,2016 Compared to Year Ended December 31, 2013.2015. ComEd’s Net income for the year ended December 31, 2014,2016 was higherlower than the same period in 2013,2015 primarily due

to the 2013 remeasurementrecognition of the penalty and theafter-tax interest related to the Tax Court’s decision on Exelon’s like-kind exchange tax position, andpartially offset by increased electric distribution and transmission formula rate earnings resulting from(reflecting the impacts of increased capital investment, partially offset by unfavorablelower allowed electric distribution ROE) and favorable weather.

Year Ended December 31, 2013,2015 Compared to Year Ended December 31, 2012.2014. ComEd’s Net income for the year ended December 31, 2013,2015 was lowerhigher than the same period in 2012,2014 primarily due to the remeasurement of Exelon’s like-kind exchange tax position and unfavorable weather, partially offset by increased electric distribution and transmission formula rate earnings resulting from(reflecting the impacts of increased costscapital investment, partially offset by lower allowed electric distribution ROE), partially offset by unfavorable weather and capital investments and higher allowed ROE. See Note 3—Regulatory Matters and Note 14—Income Taxes of the Combined Notes to Consolidated Financial Statements in the 2013 10-K for additional information.volume.

Operating RevenueRevenues Net of Purchased Power Expense

There are certain drivers of Operating revenuerevenues that are fully offset by their impact on Purchased power expense, such as commodity procurement costs and participation in customer choice programs. ComEd is permitted to recover electricity procurement costs from retail customers withoutmark-up. Therefore, fluctuations in electricity procurement costs have no impact on Revenue net of purchased power expense. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on ComEd’s electricity procurement process.

All ComEd customers have the choice to purchase electricity from a competitive electric generation supplier. Customer choice programs do not impact ComEd’s volume of deliveries, but do affect ComEd’s Operating revenuerevenues related to supplied energy, which is fully offset in Purchased power expense. Therefore, customer choice programs have no impact on Revenue net of purchased power expense.

The number of retail customers participating in customer choice programs was 2,426,921, 2,630,185 and 1,627,150 at December 31, 2014, 2013 and 2012, respectively, representing 63%, 68% and 43% of total retail customers, respectively. Retail energydeliveries purchased from competitive electric generation suppliers represented 80%, 81% and 65%(as a percentage of ComEd’s retail kWh salessales) for the years ended December 31, 2016, 2015 and 2014, 2013 and 2012, respectively.consisted of the following:

 

   For the Years Ended December 31, 
   2016  2015  2014 

Electric

   72  76  80

Retail customers purchasing electric generation from competitive electric generation suppliers at December 31, 2016, 2015 and 2014 consisted of the following:

   December 31, 2016  December 31, 2015  December 31, 2014 
   Number of
customers
   % of total
retail
customers
  Number of
customers
   % of total
retail
customers
  Number of
customers
   % of total
retail
customers
 
   1,502,900     38  1,655,400     42  2,426,900     63

Under an Illinois law allowing municipalities to arrange the purchase of electricity for their participating residents, the City of Chicago previously participated in ComEd’s customer choice program and arranged the purchase of electricity from Constellation (formerly Integrys), for those participating residents. In September 2015, the City of Chicago discontinued its participation in the customer choice program and many of those participating residents resumed their purchase of electricity from ComEd. ComEd’s Operating revenues has increased as a result of the City of Chicago switching, but that increase is fully offset in Purchased power expense.

The changes in ComEd’s Revenue net of purchased power expense for the year ended 2014December 31, 2016 compared to the same period in 20132015, and for the year ended December 31, 2015 compared to the same period in 2014, consisted of the following:

 

  Increase   Increase
(Decrease)

2016 vs. 2015
 Increase
(Decrease)

2015 vs. 2014
 

Weather

  $(16  $54   $(16

Volume

   (2 (22

Electric distribution revenue

   (2   69   180  

Transmission revenue

   30     97   48  

Regulatory required programs

   52     (31 (1

Uncollectible accounts recovery, net

   (13 27  

Pricing and customer mix

   14   (4

Revenue subject to refund

   (9   —     9  

Pricing and customer mix

   5  

Uncollectible accounts recovery, net

   41  

Other

   (4   22   (22
  

 

   

 

  

 

 

Increase in revenue net of purchased power

  $97    $210   $199  
  

 

   

 

  

 

 

WeatherWeather.

The demand for electricity is affected by weather conditions. Very warm weather in summer months and very cold weather in other months are referred to as “favorable weather conditions”

because these weather conditions result in increased customer usage. Conversely, mild weather reduces demand. For the year ended December 31, 2014, unfavorable2016, favorable weather conditions primarily during the summer months, reducedincreased Operating revenuerevenues net of purchased power expense when compared to the prior year.

years. For the year ended December 31, 2015, unfavorable weather conditions reduced Operating revenues net of purchased power expense when compared to the prior years.

Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat or cool a home or business. Normal weather is determined based on historical average heating and cooling degree days for a30-year period in ComEd’s service territory with cooling degree days generally having a more significant impact to ComEd, particularly during the summer months. The changes in heating and cooling degree days in ComEd’s service territory for the years ended December 31, 20142016, 2015 and 20132014 consisted of the following:

 

  Twelve Months Ended December 31,       % Change   For the Years Ended
December 31,
       % Change 

Heating and Cooling Degree-Days

      2014           2013       Normal   From 2013   From Normal           2016                   2015           Normal   2016 vs. 2015 2016 vs. Normal 

Heating Degree-Days

   7,027     6,603     6,341     6.4%     10.8%     5,715     6,091     6,341     (6.2)%  (9.9)% 

Cooling Degree-Days

   799     933     842     (14.4)%     (5.1)%     1,157     806     842     43.5 37.4
  For the Years Ended
December 31,
       % Change 

Heating and Cooling Degree-Days

          2015                   2014           Normal   2015 vs. 2014 2015 vs. Normal 

Heating Degree-Days

   6,091     7,027     6,341     (13.3)%  (3.9)% 

Cooling Degree-Days

   806     799     842     0.9 (4.3)% 

VolumeVolume.

For the year ended December 31, 2014 Revenue net of purchased power expense remained relatively consistent as a result of delivery volume, exclusive of the effects of weather, for the year ended December 31, 2016, reflecting a consistent average usage per residential customer as compared to the same period in 2013.2015. For the year ended December 31, 2015, Revenue net of purchased power expense decreased as a result of lower delivery volume, exclusive of the effects of weather, reflecting decreased average usage per residential customer and the impacts of energy efficiency programs, as compared to the same period in 2014.

Electric Distribution RevenueRevenue.

EIMA provides for a performance-based formula rate, tariff, which requires an annual reconciliation of the revenue requirement in effect to the actual costs that the ICC determines are prudently and reasonably incurred in a given year. Under EIMA, electric distribution revenue varies from year to year based upon fluctuations in the underlying costs, investments being recovered and allowed ROE, and other billing determinants. In addition,ROE. ComEd’s allowed rate of return on common equityROE is the annual average rate on30-year treasury notes plus 580 basis points, subject to a collar of plus or minus 50 basis points. Therefore, the collar limits favorable and unfavorable impacts of weather and load on revenue. In addition, ComEd’s allowed ROE is subject to reduction if ComEd does not deliver the reliability and customer service benefits to which it has committed over theten-year life of the investment program. During the year ended December 31, 2014,2016, electric distribution revenue decreased $2increased $69 million, at ComEd, primarily due to increased capital investment and depreciation expense, partially offset by lower allowed ROE due to a decrease in treasury rates. During the year ended December 31, 2015, electric distribution revenue increased $180 million, primarily due to higher Operating and maintenance expenses primarily driven by the impacts of certain OPEB plan design changes,expense and increased capital investment, partially offset by increased capital investment.lower allowed ROE due to decreased treasury rates. See Operating and Maintenance Expense below ITEM 1. BUSINESS—Commonwealth Edison Company,and Note 3—Regulatory Matters and Note 16—Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information.

Transmission RevenueRevenue.

Under a FERC approvedFERC-approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, investments being recovered and other billing determinants, such as the highest daily peak load, fromwhich is updated annually in January based on the previousprior calendar year. DuringGenerally, increases/decreases in the yearhighest daily peak load will result in higher/lower transmission revenue. For the years ended December 31, 2014,2016 and 2015, ComEd recorded increased transmission revenue of $30 million due to increased capital investments.investment, higher depreciation expense and increased highest daily peak load. See Operating and Maintenance Expense below and Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Regulatory Required ProgramsPrograms.

This represents the change in Operating revenuerevenues collected under approved riders to recover costs incurred for regulatory programs such as ComEd’s energy efficiency and demand response and purchasepurchased power administrative costs. The riders are designed to provide full and current cost recovery.

The costs of these programs are An equal and offsetting amount has been included in Operating and maintenance expense. Refer to theSee Operating and maintenance expense discussion below for additional information on included programs.

Uncollectible Accounts Recovery, NetNet.

Uncollectible accounts recovery, net, represents recoveries under ComEd’s uncollectible accounts tariff. See the Operating and maintenance expense discussion below for additional information on this tariff.

Pricing and Customer MixMix.

TheFor the year ended December 31, 2016, the increase in Revenue net of purchased power as a result of pricing and customer mix is primarily attributable to higher overall effective rates due to decreased usage across all major customer classes and change in customer mix formix. For the yearsyear ended December 31, 2014,2015, the decrease in Revenue net of purchased power as a result of pricing and 2013, respectively.customer mix is primarily attributable to lower overall effective rates due to increased usage across all major customer classes and change in customer mix.

Revenue Subject to RefundRefund.

ComEd records revenue subject to refund based upon its best estimate of customer collections that may be required to be refunded. ForRevenue net of purchase power expense was higher for the year ended December 31, 2014, ComEd2015, due to theone-time revenue refund recorded $9 million of revenue subject to refundin 2014 associated with Rider AMP. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial statements for additional information.2007 Rate Case.

OtherOther.

Other revenue, which can vary period to period, includes rental revenue, revenue related to late payment charges, assistance provided to other utilities through mutual assistance programs, and recoveries of environmental costs associated with MGP sites, recoveryand recoveries of energy procurement costs, for which an equal and offsetting amount is reflected in Depreciation and amortization expense during the periods presented.costs.

The changes in ComEd’s Revenue net of purchased power expense for 2013 compared to 2012 consisted of the following:

   Increase 

Weather

  $(17

Volume

   (2

Electric distribution revenue

   168  

Discrete impacts of the 2012 distribution rate case order

   13  

Transmission revenue

   14  

Regulatory required programs

   20  

Uncollectible accounts recovery, net

   (58

Other

   16  
  

 

 

 

Increase in revenue net of purchased power

  $154  
  

 

 

 

Weather

For the year ended December 31, 2013, the increase in Revenue net of purchased power expense was offset by unfavorable weather conditions as a result of the mild weather in 2013 compared to the same period in 2012.

The changes in heating and cooling degree days in ComEd’s service territory for the years ended December 31, 2013 and 2012 consisted of the following:

   Twelve Months Ended December 31,       % Change 

Heating and Cooling Degree-Days

      2013           2012       Normal   From 2012   From Normal 

Heating Degree-Days

   6,603     5,065     6,341     30.4%     4.1%  

Cooling Degree-Days

   933     1,324     842     (29.5)%     10.8%  

Volume

Revenue net of purchased power expense decreased as a result of lower delivery volume, exclusive of the effects of weather, for the year ended December 31, 2013, reflecting decreased average usage per residential customer as compared to the same period in 2012.

Electric Distribution Revenue

During the year ended December 31, 2013, ComEd recorded increased revenue of $168 million under EIMA, primarily due to increased capital investments, increased operating expenses, and higher allowed ROE. These amounts exclude the discrete impacts of the 2012 Distribution Rate Case Orders discussed separately below. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Discrete Impacts of the 2012 Distribution Rate Case Orders

On October 3, 2012, the ICC issued its final order related to ComEd’s 2011 formula rate proceeding under EIMA, which reestablished ComEd’s position on the return on its pension asset, resulting in an increase to revenue in 2013. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Transmission Revenue

During the year ended December 31, 2013, ComEd recorded increased revenue during the year ended December 31, 2013 of $14 million, primarily due to increased capital investments and higher operating expenses. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Operating and Maintenance Expense

 

  Year Ended
December 31,
   Increase   Year Ended
December 31,
   Increase   Year Ended
December 31,
   Increase
(Decrease)
 Year Ended
December 31,
   Increase
(Decrease)
 
  2014   2013   2014 vs.
2013
   2013   2012   2013 vs.
2012
       2016           2015       2016 vs. 2015     2015           2014       2015 vs. 2014 

Operating and maintenance expense—baseline

  $1,211    $1,202    $9    $1,202    $1,199    $3    $1,347    $1,353    $(6 $1,353    $1,214    $139  

Operating and maintenance expense—regulatory required programs (a)

   218     166     52     166     146     20     183     214     (31 214     215     (1
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

   

 

   

 

 

Total operating and maintenance expense

  $1,429    $1,368    $61    $1,368    $1,345    $23    $1,530    $1,567    $(37 $1,567    $1,429    $138  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

   

 

   

 

 

 

(a)Operating and maintenance expense for regulatory required programs are recoveriescosts for various legislative and/or regulatory programs that are recoverable from customers for costs of various legislative and regulatory programs on a full and current basis through approved regulated rates. An equal and offsetting amount has been reflected in operating revenue.Operating revenues.

The changes in Operating and maintenance expense for year ended December 31, 2014,2016, compared to the same period in 20132015, and changes for the year ended December 31, 2013,2015, compared to the same period in 2012,2014, consisted of the following:

 

  Increase
2014 vs. 2013
 Increase
2013 vs. 2012
   Increase
(Decrease)

2016 vs. 2015
 Increase
(Decrease)

2015 vs. 2014
 

Baseline

      

Labor, other benefits, contracting and materials(a)

  $56   $48    $12   $31  

Pension and non-pension postretirement benefits expense(b)

   (85  3     (24 19  

Storm-related costs

   (11  (10   (9 27  

Uncollectible accounts expense—provision(c)

   12    (10   5   (7

Uncollectible accounts expense—recovery, net(c)

   29    (48   (18 34  

BSC costs (d)

   29   30  

Other

   8    20     (1 5  
  

 

  

 

   

 

  

 

 
   9    3     (6 139  

Regulatory required programs

      

Energy efficiency and demand response programs

   52    20     (31 (1
  

 

  

 

   

 

  

 

 

Increase in operating and maintenance expense

  $61   $23    $(37 $138  
  

 

  

 

   

 

  

 

 

 

(a)Reflects decreasedPrimarily reflects increased contracting costs resulting from newrelated to preventative maintenance and other projects associated with EIMA for the yearsyear ended December 31, 2014 and 2013. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding EIMA.2015.
(b)Primarily reflects decreased non-pension costs associated withthe favorable impact of higher assumed pension and OPEB plan design changes during 2014. See Note 16—Retirement Benefitsdiscount rates for the year ended December 31, 2016 and the unfavorable impact of lower assumed pension and OPEB discount rates for the Combined Notes to the Consolidated Financial Statements for additional information regarding plan changes.year ended December 31, 2015.

(c)ComEd is allowed to recover from or refund to customers the difference between the utility’s annual uncollectible accounts expense and the amounts collected in rates annually through a rider mechanism. In 2013, ComEd recorded a net reductiondecrease and increase in 2016 and 2015, respectively, in Operating and maintenance expense related to uncollectible accounts due to the timing of regulatory cost recovery and customers purchasing electricity from competitive electric generation suppliers as a result of municipal aggregation.recovery. An equal and offsetting reductionamount has been recognized in Operating revenuerevenues for the periods presented.
(d)Primarily reflects increased information technology support services from BSC during 2016 and 2015.

Depreciation and Amortization Expense

The changesincreases in Depreciation and amortization expense for 20142016 compared to 20132015, and 20132015 compared to 2012,2014, consisted of the following:

 

   Increase
2014 vs. 2013
  Increase
2013 vs. 2012
 

Depreciation associated with higher plant balances

  $46   $22  

Amortization of storm-related regulatory assets (a)

   —      4  

Amortization of MGP regulatory assets (b)

   (18  27  

Amortization of other regulatory assets

   (3  6  

Other

   (7  —    
  

 

 

  

 

 

 

Increase in depreciation and amortization expense

  $18   $59  
  

 

 

  

 

 

 
   Increase
(Decrease)

2016 vs. 2015
  Increase
(Decrease)

2015 vs. 2014
 

Depreciation expense (a)

  $58   $43  

Regulatory asset amortization (b)

   (5  (28

Other

   15    5  
  

 

 

  

 

 

 

Total increase

  $68   $20  
  

 

 

  

 

 

 

 

(a)Under EIMA, ComEd is required to recover costs associated with significant storms over a five-year period throughPrimarily reflects ongoing capital expenditures for the amortization of a regulatory asset.years ended December 31, 2016 and 2015.
(b)An equal and offsetting amountPrimarily reflects a decrease in MGP regulatory asset amortization for the amortization expense related to MGP remediation expenditures is reflected in Operating revenue during the periods presented.year ended December 31, 2015,

Taxes Other Than Income

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013.Taxes other than income, which can vary periodyear to period,year, include municipal and state utility taxes, real estate taxes, and payroll taxes. Taxes other than income taxes remained relatively flatconsistent for the twelve monthsyear ended December 31, 2014,2016 compared to the same periodsperiod in 2013.

Year Ended2015, and for the year ended December 31, 2013 Compared2015 compared to Year Ended December 31, 2012.the same period in 2014.

Gain on Sale of Assets Taxes other than income taxes

Gain on sale of assets increased primarily due to increased Illinois electricity distribution taxes.the sale of land during the year ended December 31, 2016, compared to the same period in 2015. Gain on sale of assets remained relatively consistent for the year ended December 31, 2015, compared to the same period in 2014.

Interest Expense, Net

The changesincreases in Interest expense, net, for 2014the year ended 2016 compared to 2013the same period in 2015, and 2013for the year ended 2015 compared to 2012the same period in 2014, consisted of the following:

 

  Increase
(Decrease)
2014 vs. 2013
 Increase
(Decrease)
2013 vs. 2012
   Increase
(Decrease)

2016 vs. 2015
 Increase
(Decrease)

2015 vs. 2014
 

Interest expense related to uncertain tax positions (a)

  $(275 $281    $109   $2  

Interest expense on debt (including financing trusts) (b)

   16    2     24   13  

Other

   1    (11   (4 (4
  

 

  

 

   

 

  

 

 

Increase (decrease) in interest expense, net

  $(258 $272    $129   $11  
  

 

  

 

   

 

  

 

 

 

(a)Primarily reflects the remeasurementrecognition ofafter-tax interest related to the Tax Court’s decision on Exelon’s like-kind exchange tax position in the firstthird quarter of 2013.2016. See Note 14—15—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.
(b)Primarily reflects an increase in interest expense relateddue to the issuance of First Mortgage Bonds.Bonds for the years ended December 31, 2016 and 2015. See Note 13—14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on ComEd’s debt obligations.

Other, Net

The changesincrease (decrease) in Other,other, net, for 2014the year ended 2016 compared to 2013the same period in 2015, and 2013for the year ended 2015 compared to 2012the same period in 2014, consisted of the following:

 

   Increase
(Decrease)
2014 vs. 2013
  Increase
(Decrease)
2013 vs. 2012
 

Interest income related to uncertain tax positions (a)

  $—     $(20

AFUDC—Equity

   (8  —    

Other

   (1  7  
  

 

 

  

 

 

 

Increase (decrease) in Other, net

  $(9 $(13
  

 

 

  

 

 

 
   Increase
(Decrease)

2016 vs. 2015
  Increase
(Decrease)

2015 vs. 2014
 

Other income and deductions, net(a)

  $(94 $2  

AFUDC equity

   9    2  

Other

   (1  —    
  

 

 

  

 

 

 

Increase (decrease) in other, net

  $(86 $4  
  

 

 

  

 

 

 

 

(a)Primarily reflects a receivable recorded in the fourth quarterrecognition of 2012the penalty related to the final 1999-2001 IRS settlement.Tax Court’s decision on Exelon’s like-kind exchange tax position in the third quarter of 2016. See Note 14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.

Effective Income Tax Rate

ComEd’s effective income tax rates for the years ended December 31, 2016, 2015 and 2014, 2013were 44.3%, 39.7% and 2012, were 39.6%, 37.9% and 38.7%, respectively. The increase in the effective income tax rate for the year ended December 31, 2016 compared to the same period in 2015 is primarily due to the recognition of anon-deductible penalty related to the Tax Court’s decision on Exelon’s like-kind exchange tax position in the third quarter of 2016. See Note 14—15—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates.

ComEd Electric Operating Statistics and Revenue Detail

 

Retail Deliveries to customers (in GWhs)

 2014 2013 %
Change
2014 vs
2013
 Weather-
Normal
%
Change
 2012 %
Change
2013 vs
2012
 Weather-
Normal
%
Change
   2016   2015   %
Change
2016 vs.
2015
 Weather-
Normal
%
Change
 2014   %
Change
2015 vs.
2014
 Weather-
Normal
%
Change
 

Retail Deliveries (a)

                  

Residential

  27,230    27,800    (2.1)%   0.3  28,528    (2.6)%   (0.6)%    27,790     26,496     4.9 (0.6)%  27,230     (2.7)%  (1.5)% 

Small commercial & industrial

  32,146    32,305    (0.5)%   (0.3)%   32,534    (0.7)%   0.2   31,975     31,717     0.8 (0.3)%  32,146     (1.3)%  (0.9)% 

Large commercial & industrial

  27,847    27,684    0.6  0.7  27,643    0.1  (0.3)%    27,842     27,210     2.3 1.5 27,847     (2.3)%  (2.0)% 

Public authorities & electric railroads

  1,358    1,355    0.2  (0.7)%   1,272    6.5  4.2   1,298     1,309     (0.8)%  (0.8)%  1,358     (3.6)%  (2.6)% 
 

 

  

 

    

 

     

 

   

 

     

 

    

Total retail deliveries

  88,581    89,144    (0.6)%   0.2  89,977    (0.9)%   (0.1)%    88,905     86,732     2.5 0.2 88,581     (2.1)%  (1.4)% 
 

 

  

 

    

 

     

 

   

 

     

 

    

 

  As of December 31,   As of December 31, 

Number of Electric Customers

  2014   2013   2012   2016   2015   2014 

Residential

   3,502,386     3,480,398     3,455,546     3,595,376     3,550,239     3,502,386  

Small commercial & industrial

   369,053     367,569     365,357     374,644     370,932     369,053  

Large commercial & industrial

   1,998     1,984     1,980     2,007     1,976     1,998  

Public authorities & electric railroads

   4,815     4,853     4,812     4,750     4,820     4,815  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   3,878,252     3,854,804     3,827,695     3,976,777     3,927,967     3,878,252  
  

 

   

 

   

 

   

 

   

 

   

 

 

Electric Revenue

  2014   2013   %
Change
2014 vs
2013
   2012   %
Change
2013 vs
2012
   2016   2015   %
Change
2016 vs.
2015
 2014   %
Change
2015 vs.
2014
 

Retail Sales (a)

                

Residential

  $2,074    $2,073     —  %    $3,037     (31.7)%   $2,597    $2,360     10.0 $2,074     13.8

Small commercial & industrial

   1,335     1,250     6.8%     1,339     (6.6)%    1,316     1,337     (1.6)%  1,335     0.1

Large commercial & industrial

   434     427     1.6%     395     8.1   462     443     4.3 434     2.1

Public authorities & electric railroads

   46     48     (4.2)%     44     9.1   45     42     7.1 46     (8.7)% 
  

 

   

 

     

 

     

 

   

 

    

 

   

Total retail sales

   3,889     3,798     2.4%     4,815     (21.1)% 

Total retail

   4,420     4,182     5.7 3,889     7.5
  

 

   

 

     

 

     

 

   

 

    

 

   

Other revenue (b)

   675     666     1.4%     628     6.1   834     723     15.4 675     7.1
  

 

   

 

     

 

     

 

   

 

    

 

   

Total electric revenue(c)

  $4,564    $4,464     2.2%    $5,443     (18.0)%   $5,254    $4,905     7.1 $4,564     7.5
  

 

   

 

     

 

     

 

   

 

    

 

   

 

(a)Reflects delivery revenue and volume from customers purchasing electricity directly from ComEd and customers purchasing electricity from a competitive electric generation supplier, as all customers are assessed delivery charges. For customers purchasing electricity from ComEd, revenue also reflects the cost of energy and transmission.
(b)Other revenue primarily includes transmission revenue from PJM. Other items include wholesale revenue also includes rental revenue, revenue related to late payment charges, assistance provided torevenue from other utilities throughfor mutual assistance programs and recoveries of environmental remediation costs associated with MGP sites,sites.
(c)Includes operating revenues from affiliates totaling $15 million, $4 million, and intercompany revenue.$4 million for the years ended December 31, 2016, 2015, and 2014, respectively.

Results of Operations—PECO

 

  2014 2013 Favorable
(unfavorable)
2014 vs. 2013
variance
 2012 Favorable
(unfavorable)
2013 vs. 2012
variance
   2016 2015 Favorable
(unfavorable)
2016 vs. 2015
variance
 2014 Favorable
(unfavorable)
2015 vs. 2014
variance
 

Operating revenue

  $3,094   $3,100   $(6 $3,186   $(86

Operating revenues

  $2,994   $3,032   $(38 $3,094   $(62

Purchased power and fuel

   1,261    1,300    39    1,375    75     1,047   1,190   143   1,261   71  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Revenue net of purchased power and fuel expense(a)

   1,833    1,800    33    1,811    (11

Revenues net of purchased power and fuel expense(a)

   1,947   1,842   105   1,833   9  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Other operating expenses

            

Operating and maintenance

   866    748    (118  809    61     811   794   (17 866   72  

Depreciation and amortization

   236    228    (8  217    (11   270   260   (10 236   (24

Taxes other than income

   159    158    (1  162    4     164   160   (4 159   (1
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total other operating expenses

   1,261    1,134    (127  1,188    54     1,245   1,214   (31 1,261   47  
  

 

  

 

  

 

  

 

  

 

 

Gain on sales of assets

   —     2   (2  —     2  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Operating income

   572    666    (94  623    43     702   630   72   572   58  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Other income and (deductions)

            

Interest expense, net

   (113  (115  2    (123  8     (123 (114 (9 (113 (1

Other, net

   7    6    1    8    (2   8   5   3   7   (2
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total other income and (deductions)

   (106  (109  3    (115  6     (115 (109 (6 (106 (3
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Income before income taxes

   466    557    (91  508    49     587   521   66   466   55  

Income taxes

   114    162    48    127    (35   149   143   (6 114   (29
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net income

   352    395    (43  381    14  

Preferred security dividends and redemption

   —      7    7    4    (3
  

 

  

 

  

 

  

 

  

 

 

Net income attributable to common shareholder

  $352   $388   $(36 $377   $11    $438   $378   $60   $352   $26  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

 

(a)

PECO evaluates its operating performance using the measures of revenue net of purchased power expense for electric sales and revenue net of fuel expense for gas sales. PECO believes revenue net of purchased power expense and revenue net of fuel expense are useful measurements of its performance because they provide information that can be used to

evaluate its net revenue from operations. PECO has included the analysis below as a complement to the financial information provided in accordance with GAAP. However, revenue net of purchased power expense and revenue net of fuel expense figures are not a presentation defined under GAAP and may not be comparable to other companies’ presentations or more useful than the GAAP information provided elsewhere in this report.

Net Income Attributable to Common Shareholder

Year Ended December 31, 20142016 Compared to Year Ended December 31, 2013.2015. The decrease in NetPECO’s net income attributable to common shareholder for the year ended December 31, 2016 was drivenhigher than the same period in 2015, primarily bydue to an increase in Revenues net of purchased power and fuel expense as a result of increased electric distribution revenue pursuant to the 2015 PAPUC authorized electric distribution rate increase effective January 1, 2016.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014. PECO’s net income attributable to common shareholder for the year ended December 31, 2015 was higher than the same period in 2014, primarily due to a decrease in Operating and maintenance expense partially offset by an increase in Operating revenue net of purchase power and fuel expense anddue to a decrease in Income tax expense.storm costs.

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The increase in Net income was driven primarily by lower Operating and maintenance expense partially offset by an increase in income taxes.

Operating RevenueRevenues Net of Purchased Power and Fuel Expense

Electric and natural gas revenue and purchased power and fuel expense are affected by fluctuations in commodity procurement costs. PECO’s electric supply and natural gas cost rates charged to customers are subject to adjustments at least quarterlyas specified in the PAPUC-approved tariffs that are designed to recover or refund the difference between the actual cost of electric supply and natural gas and the amount included in rates in accordance with the PAPUC’sPECO’s GSA and PGC, respectively. Therefore, fluctuations in electric supply and natural gas procurement costs have no impact on electric and natural gas revenuerevenues net of purchased power and fuel expense.

Electric and natural gas revenue and purchased power and fuel expense are also affected by fluctuations in participation in the Customer Choice Program. All PECO customers have the choice to purchase electricity and natural gas from competitive electric generation and natural gas suppliers, respectively. The customer’s choice of suppliers does not impact the volume of deliveries, but affects revenue collected from customers related to supplied energy and natural gas service. Customer Choice Program activity has no impact on electric and natural gas revenue net of purchase power and fuel expense. The number of retail customers purchasing energy from a competitive electric generation supplier was 546,900, 531,500, and 496,500 at December 31, 2014, 2013 and 2012, respectively.

Retail deliveries purchased from competitive electric generation and natural gas suppliers represented 70%, 68%,(as a percentage of kWh and 66% of PECO’s retail kWhmmcf sales, respectively) for the years ended December 31, 2016, 2015, and 2014 2013 and 2012, respectively. The numberconsisted of retailthe following:

   For the Years Ended December 31, 
   2016  2015  2014 

Electric

   70  70  70

Natural Gas

   26  25  22

Retail customers purchasing electric generation and natural gas from a competitive electric generation and natural gas supplier was 78,400, 66,400, and 52,700suppliers at December 31, 2016, 2015, and 2014 2013 and 2012, respectively. Retail deliveries purchased from competitive natural gas suppliers represented 22%, 19%, and 16%consisted of PECO’s mmcf sales for the years ended December 31, 2014, 2013 and 2012, respectively.following:

 

   December 31, 2016  December 31, 2015  December 31, 2014 
   Number of
customers
   % of total
retail
customers
  Number of
customers
   % of total
retail
customers
  Number of
customers
   % of total
retail
customers
 

Electric

   587,200     36  563,400     35  546,900     34

Natural Gas

   81,300     16  81,100     16  78,400     16

The changes in PECO’s Operating revenuerevenues net of purchased power and fuel expense for the yearyears ended December 31, 20142016 and December 31, 2015 compared to the same periodperiods in 20132015 and 2014, respectively, consisted of the following:

 

  2016 vs. 2015 2015 vs. 2014 
  Increase   Increase (Decrease) Increase (Decrease) 
  Electric Gas Total   Electric Gas Total Electric Gas Total 

Weather

  $(15 $13   $(2  $1   $(12 $(11 $28   $(19 $9  

Volume

   2    5    7     6   4   10   4   7   11  

Pricing

   (1  (3  (4   160   (1 159   4   2   6  

Regulatory required programs

   33    —      33     (46  —     (46 (6  —     (6

Other

   (1  —      (1   (7  —     (7 (12 1   (11
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total increase

  $18   $15   $33  

Total increase (decrease)

  $114   $(9 $105   $18   $(9 $9  
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

WeatherWeather.

The demand for electricity and natural gas is affected by weather conditions. With respect to the electric business, very warm weather in summer months and, with respect to the electric and natural gas businesses, very cold weather in winter months are referred to as “favorable weather conditions” because these weather conditions result in increased deliveries of electricity and natural gas. Conversely, mild weather reduces demand. Operating revenuerevenues net of purchased power and fuel expense for the year ended December 31, 2016 was lowerreduced by the impact of unfavorable weather conditions in PECO’s service territory.

Operating revenues net of purchased power and fuel expense for the year ended December 31, 2015, was higher primarily due to the impact of unfavorable 2014favorable 2015 summer and fourthfirst quarter winter weather conditions, partially offset by the impact of favorable firstunfavorable fourth quarter 20142015 winter weather conditions in PECO’s service territory.

Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat or cool a home or business. Normal weather is determined based on historical average heating and cooling degree days for a30-year period in PECO’s service territory. The changes in heating and cooling degree days in PECO’s service territory for the yearyears ended December 31, 20142016 and December 31, 2015 compared to the same periodperiods in 20132015 and 2014, respectively, and normal weather consisted of the following:

 

  Twelve Months Ended December 31,       % Change   For the Years Ended
December 31,
       % Change 

Heating and Cooling Degree-Days

      2014           2013       Normal   From 2013 From Normal       2016           2015       Normal   2016 vs. 2015 2016 vs. Normal 

Heating Degree-Days

   4,749     4,474     4,603     6.1  3.2%     4,041     4,245     4,613     (4.8)%  (12.4)% 

Cooling Degree-Days

   1,311     1,411     1,301     (7.1)%   0.8%     1,726     1,720     1,301     0.3 32.7

 

   For the Years Ended
December 31,
       % Change 

Heating and Cooling Degree-Days

      2015           2014       Normal   2015 vs. 2014  2015 vs. Normal 

Heating Degree-Days

   4,245     4,749     4,613     (10.6)%   (8.0)% 

Cooling Degree-Days

   1,720     1,311     1,301     31.2  32.2

VolumeVolume.

The increase in Operating revenuerevenues net of purchased power and fuel expense related to delivery volume, exclusive of the effects of weather, for the year ended December 31, 2016 and 2015, primarily reflects the impact of moderate economic and customer growth partially offset by energy efficiency initiatives on customer usages for gas and residential and small commercial and industrial electric andclasses. Additionally, the increase represents a shift in the volume profile across classes from large commercial and industrial classes to residential and small commercial and industrial classes for electric.

PricingPricing.

The increase in electric operating revenues net of purchased power expense as a result of pricing for the year ended December 31, 2016 reflects an increase in electric distribution rates charged to customers. The increase in electric distribution rates was effective January 1, 2016 in accordance with the 2015 PAPUC approved electric distribution rate case settlement. See Note 3—Regulatory Matters for further information.

The decreaseincrease in electric operating revenues net of purchased power expense as a result of pricing for the year ended December 31, 2015 is primarily attributable to increased monthly customer demand in the commercial and industrial classes. The increase in natural gas operating revenuerevenues net of fuel expense as a result of pricing for the year ended December 31, 2015, is primarily attributable to lowerhigher overall effective rates due to increaseddecreased retail gas usage.

Regulatory Required ProgramsPrograms.

This represents the change in operating revenuerevenues collected under approved riders to recover costs incurred for regulatory programs such as smart meter, energy efficiency and the GSA. The riders are designed to provide full and current cost recovery as well as a return. The costs of these programs are included in Operating and maintenance expense, Depreciation and amortization expense and Income taxes. Refer to the Operating and maintenance expense discussion below for additional information on included programs.

The changes in PECO’s operatingOther.Other revenue, net of purchased power and fuel expense for the year ended December 31, 2013 comparedwhich can vary period to the same period, in 2012 consisted of the following:

   Increase (Decrease) 
   Electric  Gas  Total 

Weather

  $6   $31   $37  

Volume

   (3  (3  (6

Pricing

   (14  2    (12

Regulatory required programs

   (6  —      (6

Gross receipts tax

   (8  —      (8

Gas distribution tax repair

   —      (8  (8

Other

   (7  (1  (8
  

 

 

  

 

 

  

 

 

 

Total increase (decrease)

  $(32 $21   $(11
  

 

 

  

 

 

  

 

 

 

Weather

Operating revenue net of purchased power and fuel expense were higher due to the impact of favorable 2013 winter weather conditions.

The changes in heating and cooling degree days in PECO’s service territory for the year ended December 31, 2013 compared to the same period in 2012 and normal weather consisted of the following:

   Twelve Months Ended
December 31,
       % Change 

Heating and Cooling Degree-Days

      2013           2012       Normal   From 2012  From Normal 

Heating Degree-Days

   4,474     3,747     4,603     19.4  (2.8)% 

Cooling Degree-Days

   1,411     1,603     1,301     (12.0)%   8.5

Volume

The decrease in electric revenue net of purchased power expense related to delivery volume, exclusive of the effects of weather, reflected the impact of energy efficiency initiatives on customer usages as well as a shift in the volume profile across classes from residential classes to commercial and industrial classes, partially offset by the oil refineries returning to full production in 2013 as well as moderate economic growth. The decrease in gas revenue net of fuel expense related to delivery volume, exclusive of the effects of weather, primarily reflected a decline in residential use per customer.

Pricing

The decrease in electric operating revenue net of purchased power expense as a result of pricing is primarily attributable to lower overall effective rates due to increased usage across all major customer classes.

Regulatory Required Programs

This represents the change in operating revenue collected under approved riders to recover costs incurred for the smart meter, energy efficiency and consumer education programs as well as the administrative costs for the GSA and AEPS programs. The riders are designed to provide full and current cost recovery as well as a return. The offsetting costs of these programs are included in Operating and maintenance expense, Depreciation and amortization expense and Income taxes. Refer to the Operating and maintenance expense discussion below for additional information on included programs.

Gross Receipts Tax

GRT is an excise tax on total electric revenue. As a result of decreases in operating revenue compared to 2012, GRT decreased. Equal and offsetting decreases in GRT have been reflected in Taxes other than income.

Gas Distribution Tax Repair

The decrease in gas distribution tax repair reflected the 2012 tax benefit received from prior period gas distribution repairs for the 2011 tax year. There is an equal and offsetting tax benefit in Operating revenue, see Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for further explanation.

Other

The decrease in other electric revenue net of purchased power expense compared to the year ended December 31, 2012 reflected a decrease inincludes wholesale transmission revenue, earned by PECO duerental revenue, revenue related to higher peak loads in the previous years.

late payment charges and assistance provided to other utilities through mutual assistance programs.

Operating and Maintenance Expense

 

  Twelve Months
Ended December  31,
   Increase   Twelve Months
Ended December  31,
   (Decrease)   Year Ended
December 31,
   Increase
(Decrease)
 Year Ended
December 31,
   Increase
(Decrease)
 
      2014           2013       2014 vs. 2013       2013           2012       2013 vs. 2012       2016           2015       2016 vs. 2015     2015           2014       2015 vs. 2014 

Operating and maintenance expense—baseline

  $761    $668    $93    $668    $723    $(55  $740    $685    $55   $685    $761    $(76

Operating and maintenance expense—regulatory required programs (a)

   105     80    $25     80     86    $(6   71     109    $(38 109     105    $4  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

   

 

   

 

 

Total operating and maintenance expense

  $866    $748    $118    $748    $809    $(61  $811    $794    $17   $794    $866    $(72
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

   

 

   

 

 

 

(a)Operating and maintenance expenses for regulatory required programs are costs for various legislative and/or regulatory programs that are recoverable from customers on a full and current basis through approved regulated rates. An equal and offsetting amount has been reflected in operating revenue.revenues.

The changes in Operating and maintenance expense for 20142016 compared to 20132015 and 20132015 compared to 20122014 consisted of the following:

 

  Increase
(Decrease)
2014 vs. 2013
 Increase
(Decrease)
2013 vs. 2012
   Increase
(Decrease)

2016 vs. 2015
 Increase
(Decrease)

2015 vs. 2014
 

Baseline

      

Labor, other benefits, contracting and materials

  $12   $10    $22   $1  

Storm-related costs

   100(a)   (49   (9  (78)(b) 

Pension and non-pension postretirement benefits expense

   (5  (12   (4 3  

Merger and integration costs

   (7  (8

Corporate allocation

   5    —    

PHI merger integration costs

   6   2  

BSC costs (a)

   36   9  

Uncollectible accounts expense

   (9  —       1   (22

Other

   (3  4     3   9  
  

 

  

 

   

 

  

 

 
   93    (55   55   (76
  

 

  

 

   

 

  

 

 

Regulatory required programs

      

Smart meter

   7    4     (28 (3

Energy efficiency

   17    (9   (7 8  

Consumer education program

   —      (1

GSA

   (2  —    

Other

   1    —       (1 (1
  

 

  

 

   

 

  

 

 
   25    (6   (38 4  
  

 

  

 

   

 

  

 

 

Increase (decrease) in operating and maintenance expense

  $118   $(61  $17   $(72
  

 

  

 

   

 

  

 

 

 

(a)Total storm-related costs include approximately $85Primarily reflects increased information technology support services from BSC during 2016.
(b)Reflects a reduction of $67 million ofin incremental storm costs, includingprimarily as a result of the February 5, 2014 ice storm and the significant July storms.storm.

Depreciation and Amortization Expense

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013.The increasechanges in Depreciation and amortization expense net for 2014,2016 compared to 2013 was primarily due2015 and 2015 compared to ongoing capital expenditures and regulatory required programs.2014, consisted of the following:

 

   Increase
(Decrease)

2016 vs. 2015
   Increase
(Decrease)

2015 vs. 2014
 

Depreciation expense

  $5    $13  

Regulatory asset amortization

   5     11  
  

 

 

   

 

 

 

Increase in depreciation and amortization expense

  $10    $24  
  

 

 

   

 

 

 

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The increase in Depreciation and amortization expense, net for 2013 compared to 2012 was primarily due to ongoing capital expenditures.

Taxes Other Than Income

Year EndedTaxes other than income, which can vary year to year, include municipal and state utility taxes, real estate taxes, and payroll taxes. Taxes other than income increased for the year ended December 31, 2014 Compared2016, compared to Year Ended December 31, 2013.the same period in 2015 primarily due to an increase in gross receipts tax driven by increases in electric revenue, which was impacted primarily by the new distribution rates that went into effect in January 2016 .

Taxes other than income remained relatively consistent.

Year Endedconsistent for the year ended December 31, 2013 Compared to Year Ended December 31, 2012. The decrease in Taxes other than income for 20132015, compared to 2012 was primarily due to GRT expense slightly offset by sales and use tax.the same period in 2014.

Interest Expense, Net

Year EndedThe increase in Interest expense, net for the year ended December 31, 2014 Compared2016, compared to Year Ended December 31, 2013.the same period in 2015, primarily reflects an increase in interest expense due to the issuance of First and Refunding Mortgage Bonds in October 2015.

Interest expense, net remained relatively consistent.

Year Endedconsistent for the year ended December 31, 2013 Compared to Year Ended December 31, 2012. The decrease in Interest expense, net for 20132015, compared to 2012 was primarily due to refinancing debt at lower interest rates during the second half of 2012.same period in 2014.

Other, Net

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013.Other, net remained relatively consistent.

Year Endedconsistent for the year ended December 31, 2013 Compared2016, compared to Year Endedthe same period in 2015, and the year ended December 31, 2012. Other, net remained relatively consistent.2015, compared to the same period in 2014.

Effective Income Tax Rate

PECO’s effective income tax rates for the years ended December 31, 2016, 2015 and 2014 2013were 25.4%, 27.4% and 2012 were 24.5%, 29.1% and 25.0%, respectively. See Note 14—15—Income Taxes of the Combined Notes to Consolidated Financial Statements for further discussion of the change in effective income tax rates.

PECO Electric Operating Statistics and Revenue Detail

 

Retail Deliveries to customers (in GWhs)

 2014 2013 % Change
2014 vs. 2013
 Weather-
Normal %
Change
 2012 % Change
2013 vs. 2012
 Weather-
Normal %
Change
 

Retail Deliveries to Customers (in GWhs)

  2016   2015   %
Change
2016 vs.
2015
 Weather-
Normal
%

Change
 2014   %
Change
2015 vs.
2014
 Weather-
Normal
%

Change
 

Retail Deliveries(a)

                  

Residential

  13,222    13,341    (0.9)%   0.5  13,233    0.8  —     13,664     13,630     0.2 0.4 13,222     3.1 0.3

Small commercial & industrial

  8,025    8,101    (0.9)%   —    8,063    0.5  (1.1)%    8,099     8,118     (0.2)%  0.5 8,025     1.2 0.6

Large commercial & industrial

  15,310    15,379    (0.4)%   (0.1)%   15,253    0.8  1.5   15,263     15,365     (0.7)%  (1.4)%  15,310     0.4 (0.5)% 

Public authorities & electric railroads

  937    930    0.8  0.8  943    (1.4)%   (1.4)%    890     881     1.0 1.0 937     (6.0)%  (6.0)% 
 

 

  

 

    

 

     

 

   

 

     

 

    

Total electric retail deliveries

  37,494    37,751    (0.7)%   0.1  37,492    0.7  0.3   37,916     37,994     (0.2)%  (0.3)%  37,494     1.3 (0.1)% 
 

 

  

 

    

 

     

 

   

 

     

 

    

 

  As of December 31,   As of December 31, 

Number of Electric Customers

  2014   2013   2012   2016   2015   2014 

Residential

   1,434,011     1,423,068     1,417,773     1,456,585     1,444,338     1,434,011  

Small commercial & industrial

   149,149     149,117     148,803     150,142     149,200     149,149  

Large commercial & industrial

   3,103     3,105     3,111     3,096     3,091     3,103  

Public authorities & electric railroads

   9,734     9,668     9,660     9,823     9,805     9,734  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   1,595,997     1,584,958     1,579,347     1,619,646     1,606,434     1,595,997  
  

 

   

 

   

 

   

 

   

 

   

 

 

Electric Revenue

  2014   2013   % Change
2014 vs. 2013
 2012   % Change
2013 vs. 2012
   2016   2015   %
Change
2016 vs.
2015
 2014   %
Change
2015 vs.
2014
 

Retail Sales(a)

               

Residential

  $1,555    $1,592     (2.3)%  $1,689     (5.7)%   $1,631    $1,599     2.0 $1,555     2.8

Small commercial & industrial

   423     433     (2.3)%   462     (6.3)%    430     428     0.5 423     1.2

Large commercial & industrial

   217     224     (3.1)%   232     (3.4)%    234     221     5.9 217     1.8

Public authorities & electric railroads

   32     30     6.7  31     (3.2)%    32     31     3.2 32     (3.1)% 
  

 

   

 

    

 

     

 

   

 

    

 

   

Total retail

   2,227     2,279     (2.3)%   2,414     (5.6)%    2,327     2,279     2.1 2,227     2.3
  

 

   

 

    

 

     

 

   

 

    

 

   

Other revenue (b)

   221     221     —    226     (2.2)%    204     207     (1.4)%  221     (6.3)% 
  

 

   

 

    

 

     

 

   

 

    

 

   

Total electric revenue

  $2,448    $2,500     (2.1)%  $2,640     (5.3)% 

Total electric operating revenues(c)

  $2,531    $2,486     1.8 $2,448     1.6
  

 

   

 

    

 

     

 

   

 

    

 

   

 

(a)Reflects delivery volumes and revenue from customers purchasing electricity directly from PECO and customers purchasing electricity from a competitive electric generation supplier as all customers are assessed distribution charges. For customers purchasing electricity from PECO, revenue also reflectreflects the cost of energy and transmission.

(b)Other revenue includes transmission revenue from PJM and wholesale electric revenue.
(c)Total electric revenue includes operating revenues from affiliates totaling $7 million, $1 million and $1 million for the years ended December 31, 2016, 2015, and 2014, respectively.

PECO Gas Operating Statistics and Revenue Detail

 

Deliveries to customers (in mmcf)

 2014 2013 % Change
2014 vs. 2013
 Weather-
Normal %
Change
 2012 % Change
2013 vs. 2012
 Weather-
Normal %
Change
   2016   2015   %
Change
2016 vs.
2015
 Weather-
Normal
%

Change
 2014   %
Change
2015 vs.
2014
 Weather-
Normal
%

Change
 

Retail Deliveries(a)

                  

Retail sales

  62,734    57,613    8.9  2.2  49,767    15.8  (0.1)%    56,447     59,003     (4.3)%  1.5 62,734     (5.9)%  3.3

Transportation and other

  27,208    28,089    (3.1)%   (1.0)%   26,687    5.3  0.5   27,630     27,879     (0.9)%  (0.1)%  27,208     2.5 1.2
 

 

  

 

    

 

     

 

   

 

     

 

    

Total gas deliveries

  89,942    85,702    4.9  1.2  76,454    12.1  0.1

Total natural gas deliveries

   84,077     86,882     (3.2)%  1.0 89,942     (3.4)%  2.6
 

 

  

 

    

 

     

 

   

 

     

 

    

 

  As of December 31,   As of December 31, 

Number of Gas Customers

  2014   2013   2012   2016   2015   2014 

Residential

   462,663     458,356     454,502     472,606     467,263     462,663  

Commercial & industrial

   42,686     42,174     41,836     43,668     43,160     42,686  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total retail

   505,349     500,530     496,338     516,274     510,423     505,349  

Transportation

   855     909     903     790     827     855  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   506,204     501,439     497,241     517,064     511,250     506,204  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

Gas revenue

  2014   2013   % Change
2014 vs. 2013
 2012   % Change
2013 vs. 2012
   2016   2015 %
Change
2016 vs.
2015
 2014   %
Change
2015 vs.
2014
 

Retail Sales(a)

                 

Retail sales

  $608    $562     8.2 $509     10.4  $430    $511   (15.9)%  $608     (16.0)% 

Transportation and other

   38     38     —    37     2.7   33     35   (5.7)%  38     (7.9)% 
  

 

   

 

    

 

     

 

   

 

   

 

   

Total gas revenue

  $646    $600     7.7 $546     9.9

Total natural gas operating revenues(b)

  $463    $546   (15.2)%  $646     (15.5)% 
  

 

   

 

    

 

     

 

   

 

   

 

   

 

(a)Reflects delivery volumes and revenue from customers purchasing natural gas directly from PECO and customers purchasing natural gas from a competitive natural gas supplier as all customers are assessed distribution charges. For customers purchasing natural gas from PECO, revenue also reflectreflects the cost of natural gas.
(b)Total natural gas revenues includes operating revenues from affiliates totaling $1 million for the years ended December 31, 2016, 2015 and 2014.

Results of Operations—BGE

 

  2014 2013 Favorable
(unfavorable)
2014 vs. 2013
variance
 2012 Favorable
(unfavorable)
2013 vs. 2012
variance
  2016 2015 Favorable
(unfavorable)
2016 vs. 2015
variance
 2014 Favorable
(unfavorable)
2015 vs. 2014
variance
 

Operating revenue

  $3,165   $3,065   $100   $2,735   $330  

Operating revenues

 $3,233   $3,135   $98   $3,165   $(30

Purchased power and fuel expense

   1,417    1,421    4    1,369    (52 1,294   1,305   11   1,417   112  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Revenue net of purchased power and fuel expense(a)

   1,748    1,644    104    1,366    278  

Revenues net of purchased power and fuel expense(a)

 1,939   1,830   109   1,748   82  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other operating expenses

           

Operating and maintenance

   717    634    (83  728    94   737   683   (54 717   34  

Depreciation and amortization

   371    348    (23  298    (50 423   366   (57 371   5  

Taxes other than income

   221    213    (8  208    (5 229   224   (5 221   (3
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total other operating expenses

   1,309    1,195    (114  1,234    39   1,389   1,273   (116 1,309   36  
 

 

  

 

  

 

  

 

  

 

 

Gain on sales of assets

  —     1   (1  —     1  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Operating income

   439    449    (10  132    317   550   558   (8 439   119  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other income and (deductions)

           

Interest expense, net

   (106  (122  16    (144  22   (103 (99 (4 (106 7  

Other, net

   18    17    1    23    (6 21   18   3   18    —    
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total other income and (deductions)

   (88  (105  17    (121  16   (82 (81 (1 (88 7  
       

 

  

 

  

 

  

 

  

 

 

Income before income taxes

   351    344    7    11    333   468   477   (9 351   126  

Income taxes

   140    134    (6  7    (127 174   189   15   140   (49
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net income

   211    210    1    4    206   294   288   6   211   77  

Preference stock dividends

   13    13    —      13    —     8   13   5   13    —    
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net income (loss) attributable to common shareholder

  $198   $197   $1   $(9 $206  

Net income attributable to common shareholder

 $286   $275   $11   $198   $77  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)BGE evaluates its operating performance using the measures of revenue net of purchased power expense for electric sales and revenue net of fuel expense for gas sales. BGE believes revenuerevenues net of purchased power and fuel expense are useful measurements of its performance because they provide information that can be used to evaluate its net revenue from operations. BGE has included the analysis below as a complement to the financial information provided in accordance with GAAP. However, revenuerevenues net of purchased power and fuel expense figures are not a presentation defined under GAAP and may not be comparable to other companies’ presentations or more useful than the GAAP information provided elsewhere in this report.

Net Income (Loss) Attributable to Common Shareholder

Year Ended December 31, 20142016 Compared to Year Ended December 31, 2013.2015. Net income attributable to common shareholder remained relatively consistentwas higher primarily due to lower income tax expense and decreased preference stock dividends partially offset by slightly lower operating income. The lower income tax expense was driven by aone-time adjustment associated with transmission-related regulatory assets. The slight decrease in operating income was driven by an increase in Operating and maintenance expense as a result of cost disallowances which reduced certain regulatory assets and other long-lived assets stemming from the distribution rate orders issued by the MDPSC in June 2016 and July 2016 and increased storm costs. This increase in Operating and maintenance expense was offset by an increase in Revenues net of purchased power and fuel expense, primarily as a result of an increase in transmission formula rate revenues and higher electric and natural gas revenues as a result of the distribution rate orders issued by the MDPSC in June 2016 and July 2016.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014. Net income attributable to common shareholder was higher primarily due to an increase in RevenueRevenues net of purchased power and fuel expense as a result of the December 2013 and 2014 electric and natural gas distribution rate order issued by the MDPSC, offset by increasesan increase in transmission formula rate revenues and a reduction in Operating and maintenance expense and Depreciation expense.

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The increase in Net income was driven primarily by higher distribution rates as a result of the 2012 rate order issued by MDPSCa decrease in bad debt expense and decreased Revenue net of purchased power and fuel expense in 2012 related to the accrual of the residential customer rate credit provided as a condition of the MDPSC’s approval of Exelon’s merger with Constellation. Additionally, the increase in Net income was also driven by higher Operating and maintenance expenses in 2012, primarily related to BGE’s accrual of its portion of the charitable contributions to be provided as a condition of the MDPSC’s approval of the merger and lower storm restoration costs in 2013.

the BGE service territory.

Operating RevenueRevenues Net of Purchased Power and Fuel Expense

There are certain drivers to Operating revenuerevenues that are offset by their impact on Purchased power expense and fuel expense, such as commodity procurement costs and programs allowing customers to select a competitive electric or natural gas supplier. Electric and gas revenueOperating revenues and Purchased power and fuel expense are affected by fluctuations in commodity procurement costs. BGE’s electric and natural gas rates charged to customers are subject to periodic adjustments that are designed to recover or refund the difference between the actual cost of purchased electric power and purchased natural gas and the amount included in rates in accordance with the MDPSC’s market-based SOS and gas commodity programs, respectively.

TheElectric and natural gas revenue and purchased power and fuel expense are also affected by fluctuations in the number of customers electing to selectuse a competitive electric generation supplier affects electric SOS revenue and purchased power expense. The number of customers electing to select a competitiveor natural gas supplier affects gas cost adjustment revenue and purchased natural gas expense.supplier. All BGE customers have the choice to purchase energyelectricity and natural gas from a competitive electric generation supplier.and natural gas suppliers, respectively. This customercustomers’ choice of electric generation suppliers does not impact the volume of deliveries, but affectsdoes affect revenue collected from customers related to SOS. The number of retail customers purchasing electricity from a competitive electric generation supplier was 364,000, 399,000supplied energy and 362,000 at December 31, 2014, 2013 and 2012, respectively, representing 29%, 32% and 29% of total retail customers, respectively. natural gas service.

Retail deliveries purchased from competitive electric generation and natural gas suppliers represented 60%, 61%(as a percentage of kWh and 60% of BGE’s retail kWhmmcf sales, for the years endedrespectively) at December 31, 2016, 2015 and 2014 2013 and 2012, respectively. consisted of the following:

   For the Years Ended December 31, 
   2016  2015  2014 

Electric

   59  61  60

Natural Gas

   57  56  53

The number of retail customers purchasing electric generation and natural gas from a competitive electric generation and natural gas supplier was 161,000, 172,000 and 143,000suppliers at December 31, 2016, 2015 and 2014 2013 and 2012, respectively, representing 25%, 26% and 22%consisted of total retail customers, respectively. Retail deliveries purchased from competitive natural gas suppliers represented 53%, 54% and 56% of BGE’s retail mmcf sales for the years ended December 31, 2014, 2013 and 2012, respectively.following:

 

   December 31, 2016  December 31, 2015  December 31, 2014 
   Number of
Customers
   % of total retail
customers
  Number of
Customers
   % of total retail
customers
  Number of
Customers
   % of total retail
customers
 

Electric

   337,000     27  343,000     27  364,000     29

Natural Gas

   151,000     23  154,000     23  161,000     25

The changes in BGE’s Operating revenuerevenues net of purchased power and fuel expense for the year ended December 31, 20142016 compared to the same period in 20132015 and for the year ended December 31, 2015 compared to the same period in 2014, respectively, consisted of the following:

 

  Increase (Decrease)   2016   2015 
  Electric Gas Total   Increase (Decrease)   Increase (Decrease) 

Distribution rate increases

  $57   $28   $85  

Commodity margin

   (1  12    11  
  Electric   Gas Total   Electric   Gas   Total 

Distribution rate increase

  $24    $22   $46    $20    $35    $55  

Regulatory required programs

   13    (1  12     15     2   17     4     2     6  

Transmission revenue

   10    —      10     30     —     30     11     —       11  

Other

  $(12 $(2 $(14

Other, net

   19     (3 16     10     —       10  
  

 

  

 

  

 

   

 

   

 

  

 

   

 

   

 

   

 

 

Total increase

  $67   $37   $104    $88    $21   $109    $45    $37    $82  
  

 

  

 

  

 

   

 

   

 

  

 

   

 

   

 

   

 

 

Distribution Rate Increase. The increase in distribution revenues for the year ended December 31, 2016 was primarily due to the impact of the new electric and natural gas distribution rates charged to customers that became effective in June 2016 in accordance with the MDPSC approved electric and natural gas distribution rate case orders in June 2016 and July 2016. The increase in distribution revenue for the year ended December 31, 2015 was primarily due to the impact of the new electric and natural gas distribution rates charged to customers that became effective in December 2014 in accordance with the MDPSC approved electric and natural gas distribution rate case order. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Revenue Decoupling.

The demand for electricity and natural gas is affected by weather and usage conditions. The MDPSC has allowedallows BGE to record a monthly adjustment to its electric and natural gas distribution revenue from all residential customers, commercial electric customers, the majority of large industrial electric customers, and all firm service natural gas customers to eliminate the effect of abnormal weather and usage patterns per customer on BGE’s electric and natural gas distribution volumes, thereby recovering a specified dollar amount of distribution revenue per customer, by customer class, regardless of changes in actual consumption levels. This allows BGE to recognize revenue at MDPSC-approved levels per customer, regardless of what BGE’s actual distribution volumes were for a billing period. Therefore, while this revenue is affected by customer growth they(i.e., increase in the number of customers), it will not be affected by actual weather or usage conditions.conditions (i.e., changes in consumption per customer). BGE bills or credits impacted customers in subsequent months for the difference between approved revenue levels under revenue decoupling and actual customer billings.

Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat or cool a home or business. Normal weather is determined based on historical average heating and cooling degree days for a30-year period in BGE’s service territory. The changes in heating and cooling degree days in BGE’s service territory for the year ended December 31, 20142016 compared to the same period in 20132015 and for the year ended December 31, 2015 compared to the same period in 2014, respectively, and normal weather consisted of the following:

 

  Twelve Months Ended
December 31,
   Normal   % Change   For the Year Ended
December 31,
   Normal   % Change 

Heating and Cooling Degree-Days

        2014               2013         From 2013 From Normal           2016                   2015           2016 vs. 2015 2016 vs. Normal 

Heating Degree-Days

   5,091     4,744     4,662     7.3  9.2   4,427     4,666     4,684     (5.1)%  (5.5)% 

Cooling Degree-Days

   732     869     876     (15.8)%   (16.4)%    998     924     876     8.0 13.9

 

Distribution Rate Increases.
   For the Year Ended
December 31,
   Normal   % Change 

Heating and Cooling Degree-Days

          2015                   2014             2015 vs. 2014  2015 vs. Normal 

Heating Degree-Days

   4,666     5,091     4,663     (8.3)%   0.1

Cooling Degree-Days

   924     732     875     26.2  5.6

The increase in Operating revenue net of purchased power and fuel expense was primarily due to MDPSC rate orders effective December 13, 2013 and December 15, 2014 approving increases to electric and natural gas distribution rates charged to customers. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Commodity Margin.

The increase in Revenue net of purchased power and fuel expense as a result of commodity margin for the year ended December 31, 2014 compared to the same period in 2013 was primarily due the higher gas margins earned due to extreme cold weather during the first quarter of 2014 under BGE’s market-based rate incentive mechanism. See Note 12—Derivative Financial Instruments of the Combined Notes to the Consolidated Financial Statements for further information.

Regulatory Required Programs.

This represents the change in revenue collected under approved riders to recover costs incurred for the energy efficiency and demand response programs as well as administrative and commercial and industrial customer bad debt costs for SOS.programs. The riders are designed to provide full recovery, as well as a return in certain instances. The costs of these programs are included in Operating and maintenance expense, Depreciation and amortization expense and Taxes other than income in BGE’s Consolidated Statements of Operations and Comprehensive Income.

Transmission Revenue.Under a FERC approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, investments being recovered and other billing determinants. During the years ended December 31, 2016 and 2015, the increase in transmission revenue was primarily due to increases in rates to reflect capital investment and operating and maintenance expense depreciationrecoveries. See Operating and amortization expenseMaintenance Expense below and taxes other than income taxes. The increase in electric revenue during the year ended December 31, 2014 compared to the same period in 2013 was due to the recovery of higher energy efficiency program costs.

Transmission.

The increase in transmission revenue rates for the year ended December 31, 2014 compared to the same period in 2013 was primarily due to the impact of new transmission rates charged to customers that became effective in June 2014. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Other, Net..

Other revenue decreased during the year ended December 31, 2014 compared to the same period in 2013. Othernet revenue, which can vary from period to period, includes commodity electric and gas revenue and other miscellaneous revenue such as service application and late payment fees.

The changes in BGE’s Revenue net of purchased power and fuel expense for the year ended December 31, 2013 compared to the same period in 2012 consisted of the following:

   Increase (Decrease) 
   Electric   Gas   Total 

2012 residential customer rate credit

  $82    $31    $113  

Distribution rate increases

   69     24     93  

Regulatory required programs

   36     6     42  

Other

   26     4     30  
  

 

 

   

 

 

   

 

 

 

Total increase

  $213    $65    $278  
  

 

 

   

 

 

   

 

 

 

The changes in heating and cooling degree days for the twelve months ended 2013 and 2012, consisted of the following:

   Twelve Months Ended
December 31,
   Normal   % Change 

Heating and Cooling Degree-Days (a)

      2013           2012         From 2012  From Normal 

Heating Degree-Days

   4,744     3,960     4,661     19.8  1.8

Cooling Degree-Days

   869     1,022     864     (15.0)%   0.6

2012 Residential Customer Rate Credit.

The increase in Revenue net of purchased power and fuel expense for the year ended December 31, 2013 compared to the same period in 2012 was due to the residential customer rate credit provided in 2012 as a result of the MDPSC’s order approving Exelon’s merger with Constellation.

Distribution Rate Increases.

The increase in Revenue net of purchased power and fuel expense as a result of distribution rate increases for the year ended December 31, 2013 compared to the same period in 2012 was primarily due to MDPSC rate orders effective February 23, 2013 and December 13, 2013 approving increases tofees; partially offset by commodity electric and natural gas distribution rates charged to customers. See Note 3—Regulatory Matters of the Combined Notes to the Consolidated Financial Statements for further information.purchased fuel and energy.

Regulatory Required Programs.

This represents the change in revenue collected under approved riders to recover costs incurred for the energy efficiency and demand response programs as well as administrative and commercial and industrial customer bad debt costs for SOS. The riders are designed to provide full recovery, as well as a return in certain instances. The costs of these programs are included in operating and maintenance expense, depreciation and amortization expense and taxes other than income taxes. The increase in revenue during the year ended December 31, 2013 compared to the same period in 2012 was due to the recovery of higher energy efficiency programs costs.

Other.

Other revenue increased during the year ended December 31, 2013 compared to the same period in 2012. Other revenue, which can vary from period to period, includes miscellaneous revenue such as service application and late payment fees.

Operating and Maintenance Expense

The changes in operating and maintenance expense for 20142016 compared to 20132015 and 20132015 compared to 20122014 consisted of the following:

 

  Increase
(Decrease)
2014 vs. 2013
   Increase
(Decrease)
2013 vs. 2012
   Increase
(Decrease)

2016 vs. 2015
 Increase
(Decrease)

2015 vs. 2014
 

Baseline

       

Impairment on long-lived assets and losses on regulatory assets(a)

  $52   $  

Labor, other benefits, contracting and materials

  $22    $20     7   12  

Pension and non-pension postretirement benefits expense

   8     —    

Storm-related costs(a)

   21     (62   18   (21

Uncollectible accounts expense(b)

   17     —       (14 (49

Merger transaction costs

   5     (21

Charitable contributions(b)

   —       (28

BSC costs(c)

   11   13  

Conduit lease settlement

   (15    

Other

   10     (3   (5 11  
  

 

   

 

   

 

  

 

 

Increase (Decrease) in operating and maintenance expense

  $83    $(94  $54   $(34
  

 

   

 

   

 

  

 

 

 

(a)On June 29, 2012, a “Derecho” storm caused extensive damageSee Note 3Regulatory Matters of the Combined Notes to BGE’s electric distribution systemConsolidated Financial Statements for additional information.
(b)Uncollectible accounts expense decreased primarily due to improved customer behavior and created power outages that lasted multiple days. As a result, BGE incurred $62 million of incremental costs duringmilder weather for the years ended December 31, 2016 and 2015.
(c)Primarily reflects increased information technology support services and other services from BSC for the year ended December 31, 2012, of which $20 million were capital costs. In2016 and increased information technology support services for the fourth quarter of 2012, BGE incurred $38 million of incremental costs as a result of Hurricane Sandy, of which $14 million were capital costs.
(b)During the first quarter of 2012, BGE accrued $28 million in charitable contributions as a result of BGE’s merger-related commitments. The charitable contribution accrual and merger costs are not recoverable from BGE’s customers.year ended 2015.

On September 23, 2015, the Baltimore City Board of Estimates approved an increase in annual rental fees for access to the Baltimore City underground conduit system effective November 1, 2015, from $12 million to $42 million, subject to an annual increase thereafter based on the Consumer Price Index. BGE subsequently entered into litigation with the City regarding the amount of and basis for establishing the conduit fee. On November 30, 2016, the Baltimore City Board of Estimates approved a settlement agreement entered into between BGE and the City to resolve the disputes and pending litigation related to BGE’s use of and payment for the underground conduit system. As a result of the settlement, the parties have entered into asix-year lease that reduces the annual expense to $25 million in the first three years and caps the annual expense in the last three years to not more than $29 million. BGE recorded a credit to Operating and maintenance expense in the fourth quarter of

approximately $28 million for the reversal of the previously higher fees accrued in the current year as well as the settlement of prior year disputed feetrue-up amounts. See Note 24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on the financial impacts of the newly agreed uponsix-year lease.

Depreciation and Amortization Expense

The changes in depreciation and amortization expense for 20142016 compared to 20132015 and 20132015 compared to 20122014 consisted of the following:

 

  Increase
(Decrease)
2014 vs. 2013
 Increase
(Decrease)
2013 vs. 2012
   Increase
(Decrease)

2016 vs. 2015
   Increase
(Decrease)

2015 vs. 2014
 

Depreciation expense(a)

  $25   $18    $10    $2  

Regulatory asset amortization(b)

   (1  31(b)    47     (6

Other

   (1  1     —       (1
  

 

  

 

   

 

   

 

 

Increase in depreciation and amortization expense

  $23   $50  

Increase (Decrease) in depreciation and amortization expense

  $57    $(5
  

 

  

 

   

 

   

 

 

 

(a)Depreciation expense increased due to higher plant balances year over year.ongoing capital expenditures.
(b)Regulatory asset amortization increased for the year ended December 31, 20132016 compared to the same period in 2012 increased2015 primarily due to higheran increase in regulatory asset amortization related to energy efficiency programs and demand responsethe initiation of cost recovery of the AMI programs expenditures year over year.under the final electric and natural gas distribution rate case order issued by the MDPSC in June 2016. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Taxes Other Than Income

The change in taxes other than income for 20142016 compared to 20132015 and 20132015 compared to 20122014 consisted of the following:

 

   Increase
(Decrease)
2014 vs. 2013
   Increase
(Decrease)
2013 vs. 2012
 

Property tax

  $2    $(2

Franchise tax

   4     7  

Other

   2     —    
  

 

 

   

 

 

 

Increase in taxes other than income

  $8    $5  
  

 

 

   

 

 

 

   Increase
(Decrease)

2016 vs. 2015
   Increase
(Decrease)

2015 vs. 2014
 

Property tax

  $6    $3  

Franchise tax

   —       1  

Other

   —       (1
  

 

 

   

 

 

 

Increase in taxes other than income

  $6    $3  
  

 

 

   

 

 

 

Interest Expense, Net

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013.The decrease in Interest expense, net for 20142016 compared to 2013 was primarily due2015 and 2015 compared to favorable interest rates in 2014 on long-term debt balances.consisted of the following:

 

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The decrease in Interest expense, net in 2013 compared to 2012 was primarily due to interest recorded in 2012 on prior year tax liabilities and lower effective interest rates as a result of the refinancing of debt at a lower interest rate in 2013.
   Increase
(Decrease)

2016 vs. 2015
  Increase
(Decrease)

2015 vs. 2014
 

Interest expense on debt (including financing trusts)

  $5   $(4

Interest expense related to capitalization of interest / AFUDC

   3    (2

Interest expense related to uncertain tax positions

   —      (1

Interest Expense related to repayment of the rate stabilization bonds

   (4  —    
  

 

 

  

 

 

 

Increase (Decrease) in interest expense, net

  $4   $(7
  

 

 

  

 

 

 

Effective Income Tax Rate

BGE’s effective income tax rates for the years ended December 31, 2016, 2015 and 2014 2013were 37.2%, 39.6% and 2012 were 39.9%, 39.0% and 63.6%, respectively. See Note 14—15—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates.

BGE Electric Operating Statistics and Revenue Detail

 

Retail Deliveries to customers (in GWhs)

 2014 2013 % Change
2014 vs. 2013
 Weather-
Normal %
Change
 2012 % Change
2013 vs. 2012
 Weather-
Normal %
Change
  2016 2015 % Change
2016 vs. 2015
 Weather-
Normal %
Change
 2014 % Change
2015 vs. 2014
 Weather-
Normal %
Change
 

Retail Deliveries(a)

              

Residential

  12,974    13,077    (0.8)%   n.m.    12,719    2.8  n.m.   12,740   12,598   1.1 n.m.   12,974   (2.9)%  n.m.  

Small commercial & industrial

  3,086    3,035    1.7  n.m.    2,990    1.5  n.m.   3,040   3,119   (2.5)%  n.m.   3,086   1.1 n.m.  

Large commercial & industrial

  14,191    14,339    (1.0)%   n.m.    14,956    (4.1)%   n.m.   13,957   14,293   (2.4)%  n.m.   14,191   0.7 n.m.  

Public authorities & electric railroads

  311    317    (1.9)%   n.m.    329    (3.6)%   n.m.   283   294   (3.7)%  n.m.   311   (5.5)%  n.m.  
 

 

  

 

    

 

    

 

  

 

    

 

   

Total electric deliveries

  30,562    30,768    (0.7)%   n.m.    30,994    (0.7)%   n.m.   30,020   30,304   (0.9)%  n.m.   30,562   (0.8)%  n.m.  
 

 

  

 

    

 

    

 

  

 

    

 

   

 

  As of December 31,   As of December 31, 

Number of Electric Customers

  2014   2013   2012   2016   2015   2014 

Residential

   1,125,369     1,120,431     1,116,233     1,150,096     1,137,934     1,125,369  

Small commercial & industrial

   112,972     112,850     112,994     113,230     113,138     112,972  

Large commercial & industrial

   11,730     11,652     11,580     12,053     11,906     11,730  

Public authorities & electric railroads

   290     292     319     280     285     290  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   1,250,361     1,245,225     1,241,126     1,275,659     1,263,263     1,250,361  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

Electric Revenue

  2014   2013   % Change
2014 vs. 2013
 2012   % Change
2013 vs. 2012
   2016   2015   % Change
2016 vs. 2015
 2014   % Change
2015 vs. 2014
 

Retail Sales(a)

                  

Residential

  $1,404    $1,404     —   $1,274     10.2  $1,554    $1,449     7.2 $1,404     3.2

Small commercial & industrial

   271     257     5.4  248     3.6   277     273     1.5 271     0.7

Large commercial & industrial

   491     439     11.8  393     11.7   449     469     (4.3)%  491     (4.5)% 

Public authorities & electric railroads

   32     31     3.2  30     3.3   35     32     9.4 32     —  
  

 

   

 

    

 

     

 

   

 

    

 

   

Total retail

   2,198     2,131     3.1  1,945     9.6   2,315     2,223     4.1 2,198     1.1
  

 

   

 

    

 

     

 

   

 

    

 

   

Other revenue(b)

   262     274     (4.4)%   238     15.1   294     267     10.1 262     1.9
  

 

   

 

    

 

     

 

   

 

    

 

   

Total electric revenue

  $2,460    $2,405     2.3 $2,183     10.2

Total electric operating revenues

  $2,609    $2,490     4.8 $2,460     1.2
  

 

   

 

    

 

     

 

   

 

    

 

   

 

(a)Reflects delivery revenue and volumes from customers purchasing electricity directly from BGE and customers purchasing electricity from a competitive electric generation supplier as all customers are assessed distribution charges. For customers purchasing electricity from BGE, revenue also reflects the cost of energy and transmission.
(b)Includes operating revenues from affiliates totaling $7 million for the year ended December 31, 2016 and less than $1 million in the years ended December 31, 2015 and 2014, respectively.

BGE Natural Gas Operating Statistics and Revenue Detail

 

Deliveries to customers (in mmcf)

 2014 2013 % Change
2014 vs. 2013
 Weather-
Normal %
Change
 2012 % Change
2013 vs. 2012
 Weather-
Normal %
Change
  2016 2015   % Change
2016 vs. 2015
 Weather-
Normal %
Change
 2014 % Change
2015 vs. 2014
 Weather-
Normal %
Change
 

Retail Deliveries (d)(a)

               

Retail sales

  99,194    94,020    5.5  n.m.    86,946    8.1  n.m.   96,808   96,618     0.2 n.m.   99,194   (2.6)%  n.m.  

Transportation and other (e)(b)

  9,242    12,210    (24.3)%   n.m.    15,751    (22.5)%   n.m.   5,977   6,238     (4.2)%  n.m.   9,242   (32.5)%  n.m.  
 

 

  

 

    

 

    

 

  

 

     

 

   

Total gas deliveries

  108,436    106,230    2.1  n.m.    102,697    3.4  n.m.  

Total natural gas deliveries

 102,785   102,856     (0.1)%  n.m.   108,436   (5.1)%  n.m.  
 

 

  

 

    

 

    

 

  

 

     

 

   

 

  As of December 31,   As of December 31, 

Number of Gas Customers

  2014   2013   2012   2016   2015   2014 

Residential

   609,626     611,532     610,827     623,647     616,994     609,626  

Commercial & industrial

   44,200     44,162     44,228     44,255     44,119     44,200  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   653,826     655,694     655,055     667,902     661,113     653,826  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

Gas revenue

  2014   2013   % Change
2014 vs. 2013
 2012   % Change
2013 vs. 2012
 

Natural Gas revenue

  2016   2015   % Change
2016 vs. 2015
 2014   % Change
2015 vs. 2014
 

Retail Sales(d)(a)

                  

Retail sales

  $622    $592     5.1 $494     19.8  $593    $607     (2.3)%  $622     (2.4)% 

Transportation and other (e)(b)

   83     68     22.1  58     17.2   31     38     (18.4)%  83     (54.2)% 
  

 

   

 

    

 

     

 

   

 

    

 

   

Total gas revenue

  $705    $660     6.8 $552     19.6

Total natural gas revenues(c)

  $624    $645     (3.3)%  $705     (8.5)% 
  

 

   

 

    

 

     

 

   

 

    

 

   

 

(d)(a)Reflects delivery revenuevolumes and volumesrevenue from customers purchasing natural gas directly from BGE and customers purchasing natural gas from a competitive natural gas supplier as all customers are assessed distribution charges. The cost of natural gas is charged to customers purchasing natural gas from BGE.
(e)(b)Transportation and other gas revenue includesoff-system revenue of 5,977 mmcfs ($23 million), 6,238 mmcfs ($35 million), and 9,242 mmcfs ($72 million), 12,210 mmcfs ($55 million), and 15,751 mmcfs ($51 million) for the years ended 2014, 20132016, 2015 and 2012,2014, respectively.
(c)Includes operating revenues from affiliates totaling $14 million, $14 million, and $25 million for the years ended 2016, 2015 and 2014, respectively.

Results of Operations—PHI

PHI’s results of operations include the results of its three reportable segments, Pepco, DPL and ACE for all periods presented below. For “Predecessor” reporting periods, PHI’s results of operations also include the results of PES and PCI. See Note 26—Segment Information of the Combined Notes to Consolidated Financial Statements for additional information regarding PHI’s reportable segments. All material intercompany accounts and transactions have been eliminated in consolidation. A separate specific discussion of the results of operations for Pepco, DPL and ACE is presented elsewhere in this report.

As a result of the PHI Merger, the following consolidated financial results present two separate reporting periods for 2016. The “Predecessor” reporting periods represent PHI’s results of operations for the period of January 1, 2016 to March 23, 2016 and the years ended December 31, 2015 and 2014. The “Successor” reporting period represents PHI’s results of operations for the period of March 24, 2016 to December 31, 2016. All amounts presented below are before the impact of income taxes, except as noted.

 

   Successor  Predecessor 
   March 24 to
December 31,
  January 1 to
March 23,
  For the Years Ended December 31, 
   2016  2016          2015                  2014         

Operating revenues

  $3,643   $1,153   $4,935   $4,808  

Purchased power and fuel

   1,447    497    2,073    2,057  
  

 

 

  

 

 

  

 

 

  

 

 

 

Revenues net of purchased power and fuel expense (a)

   2,196    656    2,862    2,751  
  

 

 

  

 

 

  

 

 

  

 

 

 

Other operating expenses

      

Operating and maintenance

   1,233    294    1,156    1,183  

Depreciation, amortization and accretion

   515    152    624    526  

Taxes other than income

   354    105    455    437  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total other operating expenses

   2,102    551    2,235    2,146  
  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) gain on sales of assets

   (1  —      46    —    
  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

   93    105    673    605  

Other income and (deductions)

      

Interest expense, net

   (195  (65  (280  (269

Other, net

   44    (4  88    44  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   (151  (69  (192  (225
  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) Income before income taxes

   (58  36    481    380  

Income taxes

   3    17    163    138  
  

 

 

  

 

 

  

 

 

  

 

 

 

Net (loss) income from continuing operations

   (61  19    318    242  

Net income from discontinued operations

   —      —      9    —    
  

 

 

  

 

 

  

 

 

  

 

 

 

Net (loss) income attributable to membership interest/common shareholders

  $(61 $19   $327   $242  
  

 

 

  

 

 

  

 

 

  

 

 

 

(a)PHI evaluates its operating performance using the measure of revenue net of purchased power expense for electric sales. PHI believes revenue net of purchased power expense is a useful measurement because it provides information that can be used to evaluate its operational performance. PHI has included the analysis below as a complement to the financial information provided in accordance with GAAP. However, Revenue net of purchased power expense is not a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report.

Successor Period of March 24, 2016 to December 31, 2016

PHI’s net loss attributable to membership interest for the Successor period of March 24, 2016 to December 31, 2016 was $61 million. There were no significant changes in the underlying trends affecting PHI’s results of operations during the Successor period March 24, 2016 to December 31,

2016 except for thepre-tax recording of $392 million ofnon-recurring merger-related costs including merger integration and merger commitments within Operating and maintenance expense. For more information on 2016 versus 2015 results please refer to Results of Operations for Pepco, DPL and ACE.

PHI’s effective income tax rate for the period of March 24, 2016 to December 31, 2016 was (5.2)%. See Note 15—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates.

Predecessor Period of January 1, 2016 to March 23, 2016

PHI’s net income attributable to membership interest for the Predecessor period of January 1, 2016 to March 23, 2016 was $19 million. There were no significant changes in the underlying trends affecting PHI’s results of operations during the Predecessor period of January 1, 2016 to March 23, 2016 except for thepre-tax recording of $29 million ofnon-recurring merger-related costs within Operating and maintenance expense and $18 million of preferred stock derivative expense within Other, net.

PHI’s effective income tax rate for the period of January 1, 2016 to March 23, 2016 was 47.2%. See Note 15—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates.

Predecessor Period Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

PHI’s net income attributable to common shareholders was $327 million for the year ended December 31, 2015 as compared to $242 million for the year ended December 31, 2014.

Revenues Net of Purchased Power and Fuel Expense

Operating revenues net of purchased power and fuel expense, which is anon-GAAP measure discussed above, increased by $111 million for the year ended December 31, 2015 as compared to the year ended December 31, 2014. The increase is attributable to the following factors:

Increase of $90 million at Pepco primarily related to electric distribution revenue increases totaling $46 million due to electric distribution base rate increases in the District of Columbia effective April 2014 and in Maryland effective July 2014 and customer growth, $34 million in required regulatory programs primarily due to EmPower Maryland rate increases effective February 2015 and 2014, and $10 million higher transmission revenue due to higher rates effective June 1, 2015 and June 1, 2014.

Increase of $26 million at DPL primarily related to electric distribution revenue increases totaling $7 million due to higher weather-related sales and customer growth, $17 million in required regulatory programs primarily due to EmPower Maryland rate increases effective February 2015 and 2014, and $7 million higher transmission revenue due to higher rates effective June 1, 2015 and June 1, 2014, partially offset by lower natural gas distribution revenues totaling $5 million due to milder weather.

Increase of $41 million at ACE primarily related to electric distribution revenue increases totaling $26 million due to an electric distribution rate increase effective September 2014 and higher weather-related sales and $15 million in required regulatory programs.

Decrease of $47 million at PES primarily related to lower energy efficiency construction activity in 2015.

Operating and Maintenance Expense

Operating and maintenance expense decreased by $27 million for the year ended December 31, 2015 as compared to the year ended December 31, 2014. The decrease is attributable to the following factors:

Increase of $107 million at Pepco, DPL and ACE primarily due to higher labor, contracting and material costs related to the implementation of a new customer information system in 2015, increased bad debt expense, higher tree-trimming and system maintenance costs, higher customer service costs, and higher environmental remediation costs.

Decrease of $118 million at PES primarily due to 2014 impairment losses associated with its combined heat and power thermal generating facilities and operations in Atlantic City.

Decrease of $15 million at Corporate due primarily to lower Merger-related transaction and integration costs.

Depreciation, Amortization and Accretion Expense

Depreciation, amortization and accretion expense increased by $98 million primarily due to an increase of $48 million associated with EmPower Maryland surcharge rate increases effective February 2015 and February 2014, higher depreciation of $23 million due toon-going capital expenditures at Pepco, DPL, and ACE, an increase of $15 million in the amortization of stranded costs, primarily as the result of higher revenue due to a rate increase effective October 2014 for the ACE Market Transition Tax and an increase of $10 million in amortization of software, primarily related to the implementation of a new customer information system.

Taxes Other Than Income

Taxes other than income increased by $18 million primarily due to higher property taxes related to an increase in assets.

(Loss) gain on Sale of Assets

(Loss) gain on sale of assets increased by $46 million due to 2015 gains recorded at Pepco associated with the sale of unimproved land, held asnon-utility property.

Interest Expense, Net

Interest expense increased by $11 million due to higher long-term and short-term debt.

Other, Net

Other, net increased by $44 million due to $33 million of interest income on uncertain tax positions from the PHI Global Tax Settlement and an increase in income of $15 million due to an increase in the fair value of the derivative related to preferred stock.

Effective Income Tax Rate

PHI’s effective income tax rates for the years ended December 31, 2015 and December 31, 2014 were 33.9% and 36.3%, respectively. See Note 15—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates.

Results of Operations—Pepco

  2016  2015  Favorable
(unfavorable)
2016 vs. 2015
variance
  2014  Favorable
(unfavorable)
2015 vs. 2014
variance
 

Operating revenues

 $2,186   $2,129   $57   $2,055   $74  

Purchased power expense

  706    719    13    735    16  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Revenues net of purchased power expense (a)

  1,480    1,410    70    1,320    90  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other operating expenses

     

Operating and maintenance

  642    439    (203  390    (49

Depreciation and amortization

  295    256    (39  212    (44

Taxes other than income

  377    376    (1  369    (7
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other operating expenses

  1,314    1,071    (243  971    (100
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gain on sales of assets

  8    46    (38  —      46  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

  174    385    (211  349    36  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

     

Interest expense, net

  (127  (124  (3  (115  (9

Other, net

  36    28    8    30    (2
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

  (91  (96  5    (85  (11
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income before income taxes

  83    289    (206  264    25  

Income taxes

  41    102    61    93    (9
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income attributable to common shareholder

 $42   $187   $(145 $171   $16  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(a)Pepco evaluates its operating performance using the measure of revenue net of purchased power expense for electric sales. Pepco believes revenue net of purchased power expense is a useful measurement because it provides information that can be used to evaluate its operational performance. Pepco has included the analysis below as a complement to the financial information provided in accordance with GAAP. However, Revenue net of purchased power expense is not a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report.

Net Income Attributable to Common Shareholder

Year Ended December 31, 2016Compared to Year Ended December 31, 2015.Pepco’s net income attributable to common shareholder for the year ended December 31, 2016, was lower than the same period in 2015, primarily due to an increase in Operating and maintenance expense due to merger-related costs.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014.The increase in net income attributable to common shareholder was driven primarily by an increase in gains recorded from the sale of certain Pepco properties in 2015 and higher Operating revenues net of purchased power expense resulting from customer growth and electric distribution base rate increases in 2014 in the District of Columbia and Maryland, partially offset by an increase in Operating and maintenance expense primarily due to the implementation of a new customer information system and higher maintenance expense.

Revenues Net of Purchased Power Expense

Operating revenues include revenue from the distribution and supply of electricity to Pepco’s customers within its service territories at regulated rates. Operating revenues also include transmission service revenue that Pepco receives as a transmission owner from PJM at rates regulated by FERC. Transmission rates are updated annually based on a FERC-approved formula methodology.

Electric revenues and purchased power expense are also affected by fluctuations in participation in the Customer Choice Program. All Pepco customers have the choice to purchase electricity from competitive electric generation suppliers. The customers’ choice of supplier does not impact the volume of deliveries, but affects revenue collected from customers related to supplied energy service.

Retail deliveries purchased from competitive electric generation suppliers (as a percentage of kWh sales) for the years ended December 31, 2016, 2015, and 2014 respectively , consisted of the following:

   For the Years Ended December 31, 
   2016  2015  2014 

Electric

   65  65  65

Retail customers purchasing electric generation from competitive electric generation suppliers at December 31, 2016, 2015, and 2014 consisted of the following:

   December 31, 2016  December 31, 2015  December 31, 2014 
   Number of
customers
   % of total
retail
customers
  Number of
customers
   % of total
retail
customers
  Number of
customers
   % of total
retail
customers
 

Electric

   176,372     21  173,222     21  179,524     22

Retail deliveries purchased from competitive electric generation suppliers represented 73% of Pepco’s retail kWh sales to the District of Columbia customers and 59% of Pepco’s retail kWh sales to Maryland customers for the year ended December 31, 2016 ; 71% of Pepco’s retail kWh sales to the District of Columbia customers and 60% of Pepco’s retail kWh sales to Maryland customers for the year ended December 31, 2015; and 73% of Pepco’s retail kWh sales to the District of Columbia customers and 59% of Pepco’s retail kWh sales to Maryland customers for year ended December 31, 2014.

The costs related to default electricity supply are included in Purchased power expense. Operating revenues also include transmission enhancement credits that Pepco receives as a transmission owner from PJM in consideration for approved regional transmission expansion plan expenditures.

Operating revenues also include work and services performed on behalf of customers, including other utilities, which is generally not subject to price regulation. Work and services includes mutual assistance to other utilities, highway relocation, rentals of pole attachments, late payment fees and collection fees.

Purchased power expense consists of the cost of electricity purchased by Pepco to fulfill its default electricity supply obligation and, as such, is recoverable from customers in accordance with the terms of public service commission orders.

The changes in Pepco’s operating revenues net of purchased power expense for the years ended December 31, 2016 and 2015 compared to the same periods in 2015 and 2014, respectively, consisted of the following:

   Increase
(Decrease)

2016 vs. 2015
  Increase
(Decrease)

2015 vs. 2014
 

Volume

  $15   $24  

Pricing—distribution revenues

   5    20  

Regulatory required programs

   48    34  

Transmission revenues

   (1  10  

Other

   3    2  
  

 

 

  

 

 

 

Total increase

  $70   $90  
  

 

 

  

 

 

 

Revenue Decoupling.Pepco’s results historically have been seasonal, generally producing higher revenue and income in the warmest and coldest periods of the year. For retail customers of Pepco in Maryland and in the District of Columbia, revenues are not affected by unseasonably warmer or colder weather because a bill stabilization adjustment (BSA) for retail customers was implemented that provides for a fixed distribution charge per customer. The BSA has the effect of decoupling the distribution revenue recognized in a reporting period from the amount of power delivered during the period. As a result, the only factors that will cause distribution revenue from customers in Maryland and the District of Columbia to fluctuate from period to period are changes in the number of customers and changes in the approved distribution charge per customer. Changes in customer usage (due to weather conditions, energy prices, energy efficiency programs or other reasons) from period to period have no impact on reported distribution revenue for customers to whom the BSA applies.

In accounting for the BSA in Maryland and the District of Columbia, a Revenue Decoupling Adjustment is recorded representing either (i) a positive adjustment equal to the amount by which revenue from Maryland and the District of Columbia retail distribution sales falls short of the revenue that Pepco is entitled to earn based on the approved distribution charge per customer or (ii) a negative adjustment equal to the amount by which revenue from such distribution sales exceeds the revenue that Pepco is entitled to earn based on the approved distribution charge per customer.

Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat or cool a home or business. Normal weather is determined based on historical average heating and cooling degree days for a20-year period in Pepco’s service territory. The changes in heating and cooling degree days in Pepco’s service territory for the years ended December 31, 2016 and December 31, 2015 compared to same periods in 2015 and 2014, respectively, and normal weather consisted of the following:

   For the Years Ended
December 31,
       % Change 

Heating and Cooling Degree-Days

          2016                   2015           Normal   2016 vs. 2015  2016 vs. Normal 

Heating Degree-Days

   3,624     3,657     3,887     (0.9)%   (6.8)% 

Cooling Degree-Days

   1,936     1,936     1,626     —  %    19.1
   For the Years Ended
December 31,
       % Change 

Heating and Cooling Degree-Days

  2015   2014   Normal   2015 vs. 2014  2015 vs. Normal 

Heating Degree-Days

   3,657     4,017     3,914     (9.0)%   (6.6)% 

Cooling Degree-Days

   1,936     1,662     1,614     16.5  20.0

Volume.The increase in operating revenues net of purchased power and fuel expense related to delivery volume, exclusive of the effects of weather, for the year ended December 31, 2016 compared to the same period in 2015 primarily reflects the impact of moderate economic and customer growth. The increase in operating revenues net of purchased power and fuel expense related to delivery volume, exclusive of the effects of weather, for the year ended December 31, 2015 compared to the same period in 2014 primarily reflects the impact of moderate economic and customer growth.

Pricing—Distribution Revenues.The increase in electric operating revenues net of purchased power expense as a result of pricing for the year ended December 31, 2016 compared to the same period in 2015 was primarily due to the impact of the new electric distribution rates charged to customers in Maryland that became effective in November 2016. The increase in distribution revenue for the year ended December 31, 2015 compared to the same period in 2014 was primarily due to the impact of the new electric distribution rates charged to customers in the District of Columbia effective April 2014 and in Maryland effective July 2014. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Regulatory Required Programs. This represents the change in operating revenues collected under approved riders to recover costs incurred for regulatory programs such as energy efficiency programs. The riders are designed to provide full and current cost recovery as well as a return. The costs of these programs are included in operating and maintenance expense, depreciation and amortization expense and income taxes. Refer to the operating and maintenance expense discussion below for additional information on included programs.

Transmission Revenues.Under a FERC approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, investments being recovered and other billing determinants. Transmission revenue decreased for the year ended December 31, 2016 compared to the same period in 2015 due to lower revenue related to the MAPP abandonment recovery period that ended in March 2016, partially offset by higher rates effective June 1, 2016 and June 1, 2015 related to increases in transmission plant investment and operating expenses. Transmission revenue increased for the year ended December 31, 2015 compared to the same period in 2014 due to higher rates effective June 1, 2015 and June 1, 2014 related to increases in transmission plant investment and operating expenses, partially offset by the establishment of a reserve related to the FERC ROE challenges in 2015.

Operating and Maintenance Expense

   Year Ended
December 31,
   Increase
(Decrease)
  Year Ended
December 31,
   Increase
(Decrease)
 
   2016   2015   2016 vs.
2015
  2015   2014   2015 vs.
2014
 

Operating and maintenance expense—baseline

  $631    $427    $204   $427    $379    $48  

Operating and maintenance expense—regulatory required programs (a)

   11     12     (1  12     11     1  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

Total operating and maintenance expense

  $642    $439    $203   $439    $390    $49  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

(a)Operating and maintenance expenses for regulatory required programs are costs for various legislative and/or regulatory programs that are recoverable from customers on a full and current basis through approved regulated rates. An equal and offsetting amount has been reflected in Operating revenues.

The changes in operating and maintenance expense for 2016 compared to 2015 and 2015 compared to 2014 consisted of the following:

   Increase
(Decrease)

2016 vs. 2015
  Increase
(Decrease)

2015 vs. 2014
 

Baseline

   

Labor, other benefits, contracting and materials

  $7   $26  

Storm-related costs

   6    (3

Pension andnon-pension postretirement benefits expense

   —      4  

Remeasurement of AMI—related regulatory asset

   7    —    

Deferral of billing system transition costs to regulatory asset

   (7  —    

Deferral of merger-related costs to regulatory asset

   (11  —    

Uncollectible accounts expense—provision

   8    4  

BSC and PHISCO allocations (a)

   53    15  

Merger commitments (b)

   126    —    

Write-off of construction work in progress (c)

   13    —    

Other

   2    2  
  

 

 

  

 

 

 
   204    48  

Regulatory required programs

   

Purchased power administrative costs

   (1  1  
  

 

 

  

 

 

 
   (1  1  
  

 

 

  

 

 

 

Total increase

  $203   $49  
  

 

 

  

 

 

 

(a)Primarily related to merger severance and compensation costs for the year ended December 31, 2016 compared to the same period in 2015.
(b)Primarily related to merger-related commitments for customer rate credits and charitable contributions.
(c)Primarily resulting from a review of capital projects during the fourth quarter of 2016.

Depreciation and Amortization Expense

The changes in depreciation and amortization expense for 2016 compared to 2015 and 2015 compared to 2014 consisted of the following:

   Increase
(Decrease)

2016 vs. 2015
   Increase
(Decrease)

2015 vs. 2014
 

Depreciation expense (a)

  $11    $10  

Regulatory asset amortization (b)

   28     34  
  

 

 

   

 

 

 

Total increase

  $39    $44  
  

 

 

   

 

 

 

(a)Depreciation expense increased primarily due to ongoing capital expenditures.
(b)Regulatory asset amortization increased for the year ended December 31, 2016 compared to the same period in 2015 primarily due to an EmPower Maryland surcharge rate increase effective February 2016, partially offset by lower amortization of MAPP abandonment costs and for the year ended December 31, 2015 compared to the same period in 2014 due to an EmPower Maryland surcharge rate increase effective February 2015.

Taxes Other Than Income

Taxes other than income for the year ended December 31, 2016 compared to the same period in 2015 increased primarily due to higher utility taxes that are collected and passed through by Pepco, partially offset by lower property taxes in Maryland. Taxes other than income for the year ended December 31, 2015 compared to the same period in 2014 increased primarily due to higher property taxes in Maryland.

Gain on Sales of Assets

Gain on Sale of Assets for the year ended December 31, 2016 compared to the same period in 2015 decreased primarily due to higher gains recorded in 2015 at Pepco associated with the sale of land held asnon-utility property. Gain on sale of assets for the year ended December 31, 2015 compared to the same period in 2014 increased primarily due to 2015 gains recorded at Pepco associated with the sale of land.

Interest Expense, Net

Interest expense, net for the year ended December 31, 2016 compared to the same period in 2015 increased primarily due to the recording of interest expense for an uncertain tax position in 2016, partially offset by an increase in capitalized AFUDC debt. Interest expense, net for the year ended December 31, 2015 compared to the same period in 2014 increased primarily due to higher long-term debt interest expense.

Other, Net

Other, net for the year ended December 31, 2016 compared to the same period in 2015 increased primarily due to higher income from AFUDC equity. Other, net for the year ended December 31, 2015 compared to the same period in 2014 decreased primarily due to gains recorded in 2014 associated with condemnation awards for certain transmission property, partially offset by higher income from AFUDC equity.

Effective Income Tax Rate

Pepco’s effective income tax rates for the years ended December 31, 2016, 2015, and 2014 were 49.4%, 35.3%, and 35.2%, respectively. See Note 15—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the change in effective income tax rates. As a result of the merger, Pepco recorded anafter-tax charge of $31 million during the year ended December 31, 2016 as a result of the assessment and remeasurement of certain federal and state uncertain tax positions.

Pepco Electric Operating Statistics and Revenue Detail

Retail Deliveries to Customers (in GWhs)

  2016   2015   %
Change
2016 vs.
2015
  Weather-
Normal
%
Change
  2014   %
Change
2015 vs.
2014
  Weather-
Normal
%
Change
 

Retail Deliveries (a)

           

Residential

   8,372     8,452     (0.9)%   1.6  7,854     7.6  2.2

Small commercial & industrial

   1,459     1,471     (0.8)%   0.8  1,747     (15.8)%   1.4

Large commercial & industrial

   15,559     15,351     1.4  1.0  15,410     (0.4)%   1.2

Public authorities & electric railroads

   724     714     1.4  —    740     (3.5)%   —  
  

 

 

   

 

 

     

 

 

    

Total retail deliveries

   26,114     25,988     0.5  1.1  25,751     0.9  1.5
  

 

 

   

 

 

     

 

 

    

   As of December 31, 

Number of Electric Customers

  2016   2015   2014 

Residential

   780,652     767,392     740,102  

Small commercial & industrial

   53,529     53,838     54,176  

Large commercial & industrial

   21,391     20,976     20,649  

Public authorities & electric railroads

   130     129     124  
  

 

 

   

 

 

   

 

 

 

Total

   855,702     842,335     815,051  
  

 

 

   

 

 

   

 

 

 

Electric Revenue

  2016   2015   %
Change
2016 vs.
2015
  2014   %
Change
2015 vs.
2014
 

Retail Sales (a)

      

Residential

  $1,000    $970     3.1 $889     9.1

Small commercial & industrial

   150     153     (2)%   174     (12.1)% 

Large commercial & industrial

   803     777     3.3  766     1.4

Public authorities & electric railroads

   32     30     6.7  30     —  
  

 

 

   

 

 

    

 

 

   

Total retail

   1,985     1,930     2.8  1,859     3.8
  

 

 

   

 

 

    

 

 

   

Other revenue (b)

   201     199     1.0  196     1.5
  

 

 

   

 

 

    

 

 

   

Total electric revenue (c)

  $2,186    $2,129     2.7 $2,055     3.6
  

 

 

   

 

 

    

 

 

   

(a)Reflects delivery volumes and revenues from customers purchasing electricity directly from Pepco and customers purchasing electricity from a competitive electric generation supplier as all customers are assessed distribution charges. For customers purchasing electricity from Pepco, revenue also reflects the cost of energy and transmission.
(b)Other revenue includes transmission revenue from PJM and wholesale electric revenues.
(c)Includes operating revenues from affiliates totaling $5 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Results of Operations—DPL

   2016  2015  Favorable
(unfavorable)
2016 vs. 2015
variance
  2014  Favorable
(unfavorable)
2015 vs. 2014
variance
 

Operating revenues

  $1,277   $1,302   $(25 $1,282   $20  

Purchased power and fuel

   583    634    51    640    6  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Revenues net of purchased power and fuel expense (a)

   694    668    26    642    26  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other operating expenses

      

Operating and maintenance

   441    304    (137  267    (37

Depreciation, amortization and accretion

   157    148    (9  122    (26

Taxes other than income

   55    51    (4  46    (5
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other operating expenses

   653    503    (150  435    (68
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gain on sales of assets

   9    —      9    —      —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

   50    165    (115  207    (42
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

      

Interest expense, net

   (50  (50  —      (48  (2

Other, net

   13    10    3    10    —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   (37  (40  3    (38  (2
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income before income taxes

   13    125    (112  169    (44

Income taxes

   22    49    27    65    16  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net (loss) income attributable to common shareholder

  $(9 $76   $(85 $104   $(28
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(a)DPL evaluates its operating performance using the measure of revenue net of purchased power expense for electric sales and revenue net of fuel expense for gas sales. DPL believes revenue net of purchased power expense and revenue net of fuel expense are useful measurements because they provide information that can be used to evaluate its operational performance. DPL has included the analysis below as a complement to the financial information provided in accordance with GAAP. However, Revenue net of purchased power expense and Revenue net of fuel expense is not a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report.

Net Income Attributable to Common Shareholder

Year Ended December 31, 2016Compared to Year Ended December 31, 2015.The decrease in net income attributable to common shareholder was driven primarily by an increase in Operating and maintenance expense primarily due to merger-related costs.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014.The decrease in net income attributable to common shareholder was driven primarily by an increase in Operating and maintenance expense primarily due to the implementation of a new customer information system, higher bad debt expense and higher tree trimming and system maintenance costs, partially offset by higher Operating revenues net of purchased power expense resulting from customer growth and higher transmission revenue.

Revenues Net of Purchased Power and Fuel Expense

Operating revenues include revenue from the distribution and supply of electricity to DPL’s customers within its service territories at regulated rates. Operating revenues also include transmission service revenue that DPL receives as a transmission owner from PJM at rates regulated by FERC. Transmission rates are updated annually based on a FERC-approved formula methodology.

Electric and gas revenues and purchased power and fuel expense are also affected by fluctuations in participation in the Customer Choice Program. All DPL customers have the choice to purchase electricity and gas from competitive electric generation and natural gas suppliers, respectively. The customers’ choice of suppliers does not impact the volume of deliveries, but affects revenue collected from customers related to supplied energy and natural gas service.

Retail deliveries purchased from competitive electric generation and natural gas suppliers (as a percentage of kWh and mmcf sales, respectively) for the years ended December 31, 2016, 2015, and 2014, consisted of the following:

   For the Years Ended December 31, 
   2016  2015  2014 

Electric

   51  51  53

Natural Gas

   28  31  31

Retail customers purchasing electric generation and natural gas from competitive electric generation and natural gas suppliers at December 31, 2016, 2015, and 2014 consisted of the following:

   December 31, 2016  December 31, 2015  December 31, 2014 
   Number of
customers
   % of total
retail
customers
  Number of
customers
   % of total
retail
customers
  Number of
customers
   % of total
retail
customers
 

Electric

   78,994     15.2  77,603     15.1  78,153     15.3

Natural Gas

   156     0.1  159     0.1  157     0.1

Retail deliveries purchased from competitive electric generation suppliers represented 53% of DPL’s retail kWh sales to Delaware customers and 48% of DPL retail kWh sales to Maryland customers for the year ended December 31, 2016; 53% of DPL’s retail kWh sales to Delaware customers and 47% of DPL’s retail kWh sales to Maryland customers for the year ended December 31, 2015; and 56% of DPL’s retail kWh sales to Delaware customers and 49% of DPL’s retail kWh sales to Maryland customers for the year ended December 31, 2014.

The costs related to default electricity supply are included in Purchased power and fuel. Operating revenues also include transmission enhancement credits that DPL receives as a transmission owner from PJM in consideration for approved regional transmission expansion plan expenditures.

Operating revenues also include work and services performed on behalf of customers, including other utilities, which is generally not subject to price regulation. Work and services includes mutual assistance to other utilities, highway relocation, rentals of pole attachments, late payment fees and collection fees.

Natural Gas operating revenues includes sources that are subject to price regulation (Regulated Gas Revenue) and those that generally are not subject to price regulation (Other Gas Revenue). Regulated gas revenue includes the revenue DPL receives fromon-system natural gas delivered sales and the transportation of natural gas for customers within its service territory at regulated rates. Other gas revenue consists ofoff-system natural gas sales and the short-term release of interstate pipeline transportation and storage capacity not needed to serve customers.Off-system sales are made possible when low demand for natural gas by regulated customers creates excess pipeline capacity.

Purchased power consists of the cost of electricity purchased by DPL to fulfill its default electricity supply obligation and, as such, is recoverable from customers in accordance with the terms of public service commission orders. Purchased fuel consists of the cost of gas purchased by DPL to fulfill its obligation to regulated gas customers and, as such, is recoverable from customers in accordance with the terms of public service commission orders. It also includes the cost of gas purchased foroff-system sales.

The changes in DPL’s operating revenues net of purchased power and fuel expense for the years ended December 31, 2016 and 2015 compared to the same periods in 2015 and 2014, respectively, consisted of the following:

   2016 vs. 2015  2015 vs. 2014 
   Increase (Decrease)  Increase (Decrease) 
   Electric  Gas   Total  Electric   Gas  Total 

Weather

  $—     $—      $—     $3    $(5 $(2

Volume

   2    2     4    3     —      3  

Pricing—distribution revenues

   2    1     3    —       —      —    

Regulatory required programs

   12    —       12    17     —      17  

Transmission revenues

   8    —       8    7     —      7  

Other

   (1  —       (1  1     —      1  
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

Increase (Decrease) in revenue net of purchased power expense

  $23   $3    $26   $31    $(5 $26  
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

Revenue Decoupling. DPL’s results historically have been seasonal, generally producing higher revenue and income in the warmest and coldest periods of the year. For retail customers of DPL in Maryland, revenues are not affected by unseasonably warmer or colder weather because a bill stabilization adjustment (BSA) for retail customers was implemented that provides for a fixed distribution charge per customer. The BSA has the effect of decoupling the distribution revenue recognized in a reporting period from the amount of power delivered during the period. As a result, the only factors that will cause distribution revenue from customers in Maryland to fluctuate from period to period are changes in the number of customers and changes in the approved distribution charge per customer. A modified fixed variable rate design, which would provide for a charge not tied to a customer’s volumetric consumption of electricity or natural gas, has been proposed for DPL electricity and natural gas customers in Delaware. Changes in customer usage (due to weather conditions, energy prices, energy efficiency programs or other reasons) from period to period have no impact on reported distribution revenue for customers to whom the BSA applies.

In accounting for the BSA in Maryland, a Revenue Decoupling Adjustment is recorded representing either (i) a positive adjustment equal to the amount by which revenue from Maryland retail

distribution sales falls short of the revenue that DPL is entitled to earn based on the approved distribution charge per customer or (ii) a negative adjustment equal to the amount by which revenue from such distribution sales exceeds the revenue that DPL is entitled to earn based on the approved distribution charge per customer.

Weather.The demand for electricity and gas in areas not subject to the BSA is affected by weather conditions. With respect to the electric business, very warm weather in summer months and, with respect to the electric and gas businesses, very cold weather in winter months are referred to as “favorable weather conditions” because these weather conditions result in increased deliveries of electricity and gas. Conversely, mild weather reduces demand. During the year ended December 31, 2016 compared to the same period in 2015, weather was not a significant impact. During the year ended December 31, 2015 compared to the same period in 2014, operating revenues net of purchased power and fuel expense was higher due to the impact of favorable spring and summer weather conditions in DPL’s Delaware electric service territory and lower due to the impact of warmer weather during the fourth quarter of 2015, as compared to 2014, in DPL’s natural gas service territory.

Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat or cool a home or business. Normal weather is determined based on historical average heating and cooling degree days for a20-year period in DPL’s electric service territory and a30-year period in DPL’s gas service territory. The changes in heating and cooling degree days in DPL’s service territory for the years ended December 31, 2016 and December 31, 2015 compared to same periods in 2015 and 2014, respectively, and normal weather consisted of the following:

   For the Years Ended
December 31,
       % Change 

Heating and Cooling Degree-Days

          2016                   2015           Normal   2016 vs. 2015  2016 vs. Normal 

Heating Degree-Days

   4,319     4,421     4,572     (2.3)%   (5.5)% 

Cooling Degree-Days

   1,453     1,328     1,188     9.4  22.3

   For the Years Ended
December 31,
       % Change 

Heating and Cooling Degree-Days

          2015                   2014           Normal   2015 vs. 2014  2015 vs. Normal 

Heating Degree-Days

   4,421     4,724     4,592     (6.4)%   (3.7)% 

Cooling Degree-Days

   1,328     1,139     1,184     16.6  12.2

Volume.The increase in operating revenues net of purchased power and fuel expense related to delivery volume, exclusive of the effects of weather, for the year ended December 31, 2016 compared to the same period in 2015, primarily reflects the impact of moderate economic and customer growth. The increase in operating revenues net of purchased power and fuel expense related to delivery volume, exclusive of the effects of weather, for the year ended December 31, 2015 compared to the same period in 2014, primarily reflects the impact of moderate economic and customer growth.

Pricing—Distribution Revenues.The increase in electric operating revenues net of purchased power expense as a result of pricing for the year ended December 31, 2016 compared to the same period in 2015 was primarily due to the impact of the new electric distribution and natural gas rates charged to customers that became effective in July 2016. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Regulatory Required Programs. This represents the change in operating revenues collected under approved riders to recover costs incurred for regulatory programs such as energy efficiency programs. The riders are designed to provide full and current cost recovery as well as a return. The costs of these programs are included in operating and maintenance expense, depreciation and amortization expense and income taxes. Refer to the operating and maintenance expense discussion below for additional information on included programs.

Transmission Revenues.Under a FERC approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, investments being recovered and other billing determinants. Transmission revenue increased for the year ended December 31, 2016 compared to the same period in 2015 due to higher rates effective June 1, 2016 and June 1, 2015 related to increases in transmission plant investment and operating expenses, partially offset by lower revenue related to the MAPP abandonment recovery period that ended in March 2016. Transmission revenue increased for the year ended December 31, 2015 compared to the same period in 2014 due to higher rates effective June 1, 2015 and June 1, 2014 related to increases in transmission plant investment and operating expenses, partially offset by the establishment of a reserve related to the FERC ROE challenges in 2015.

Operating and Maintenance Expense

   Year Ended
December 31,
   Increase
(Decrease)
   Year Ended
December 31,
   Increase
(Decrease)
 
   2016   2015     2015   2014   

Operating and maintenance expense—baseline

  $425    $289    $136    $289    $256    $33  

Operating and maintenance expense—regulatory required programs (a)

   16     15     1     15     11     4  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating and maintenance expense

  $441    $304    $137    $304    $267    $37  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Operating and maintenance expenses for regulatory required programs are costs for various legislative and/or regulatory programs that are recoverable from customers on a full and current basis through approved regulated rates. An equal and offsetting amount has been reflected in Operating revenues.

The changes in operating and maintenance expense for 2016 compared to 2015 and 2015 compared to 2014 consisted of the following:

   Increase
(Decrease)

2016 vs. 2015
  Increase
(Decrease)

2015 vs. 2014
 

Baseline

   

Labor, other benefits, contracting and materials

  $1   $5  

Pension andnon-pension postretirement benefits expense

   1    3  

Storm-related costs

   5    1  

Remeasurement ofAMI-related regulatory asset

   1    —    

Deferral of billing system transition costs to regulatory asset

   (2  —    

Deferral of merger-related costs to regulatory asset

   (4  —    

Uncollectible accounts expense—provision

   3    6  

BSC and PHISCO allocations (a)

   34    13  

Merger commitments (b)

   86    —    

Write-off of construction work in progress

   4    2  

Other

   7    3  
  

 

 

  

 

 

 
   136    33  

Regulatory required programs

   

Purchased power administrative costs

   1    4  
  

 

 

  

 

 

 

Total increase

  $137   $37  
  

 

 

  

 

 

 

(a)Primarily related to merger severance and compensation costs for the year ended December 31, 2016 compared to the same period in 2015.
(b)Primarily related to merger-related commitments for energy efficiency programs, customer rate credits and charitable contributions.

Depreciation, Amortization and Accretion Expense

The changes in depreciation, amortization and accretion expense for 2016 compared to 2015 and 2015 compared to 2014 consisted of the following:

   Increase
(Decrease)

2016 vs. 2015
  Increase
(Decrease)

2015 vs. 2014
 

Depreciation expense (a)

  $7   $9  

Regulatory asset amortization (b)

   3    14  

Delaware renewable energy portfolio standards deferral

   (1  3  
  

 

 

  

 

 

 

Total increase

  $9   $26  
  

 

 

  

 

 

 

(a)Depreciation expense increased due to ongoing capital expenditures.
(b)Regulatory asset amortization increased for the year ended December 31, 2016 compared to the same period in 2015 primarily due to an EmPower Maryland surcharge rate increase effective February 2016, partially offset by lower amortization of MAPP abandonment costs and for the year ended December 31, 2015 compared to the same period in 2014 due to an EmPower Maryland surcharge rate increase effective February 2015.

Taxes Other Than Income

Taxes other than income for the year ended December 31, 2016 compared to the same period in 2015 increased primarily due to higher property taxes in Maryland related to higher property assessments and rate increases. Taxes other than income for the year ended December 31, 2015 compared to the same period in 2014 increased primarily due to higher property taxes related to an increase in assets.

Gain on Sales of Assets

Gain on Sale of Assets for the year ended December 31, 2016 compared to the same period in 2015 increased primarily due to gains recorded in 2016 at DPL associated with the sale of land held asnon-utility property.

Interest Expense, Net

Interest expense, net for the year ended December 31, 2016 compared to the same period in 2015 remained constant. Interest expense, net for the year ended December 31, 2015 compared to the same period in 2014 increased primarily due to higher long-term debt interest expense.

Other, Net

Other, net for the year ended December 31, 2016, compared to the same period in 2015 increased primarily due to higher income from AFUDC equity. Other, net for the year ended December 31, 2015, compared to the same period in 2014 remained constant.

Effective Income Tax Rate

DPL’s effective income tax rates for the years ended December 31, 2016, 2015, and 2014 were 169.2%, 39.2%, and 38.5%, respectively. See Note 15—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the change in effective income tax rates As a result of the merger, DPL recorded anafter-tax charge of $23 million during the year ended December 31, 2016 as a result of the assessment and remeasurement of certain federal and state uncertain tax positions.

DPL Electric Operating Statistics and Revenue Detail

Retail Deliveries to Customers (in GWhs)

  2016   2015   %
Change
2016 vs.
2015
  Weather-
Normal
%
Change
  2014   %
Change
2015 vs.
2014
  Weather-
Normal
%
Change
 

Retail Deliveries (a)

           

Residential

   5,181     5,337     (2.9)%   1.0  5,188     2.9  0.9

Small commercial & industrial

   2,290     2,311     (0.9)%   0.7  2,147     7.6  0.5

Large commercial & industrial

   4,623     4,781     (3.3)%   1.0  5,030     (5.0)%   0.5

Public authorities & electric railroads

   46     45     2.2  —    47     (4.3)%   —  
  

 

 

   

 

 

     

 

 

    

Total retail deliveries

   12,140     12,474     (2.7)%   0.9  12,412     0.5  0.7
  

 

 

   

 

 

     

 

 

    

   As of December 31, 

Number of Electric Customers

  2016   2015   2014 

Residential

   456,181     453,145     448,615  

Small commercial & industrial

   60,173     59,714     39,246  

Large commercial & industrial

   1,411     1,410     21,388  

Public authorities & electric railroads

   643     643     642  
  

 

 

   

 

 

   

 

 

 

Total

   518,408     514,912     509,891  
  

 

 

   

 

 

   

 

 

 

Electric Revenue

  2016   2015   %
Change
2016 vs.
2015
  2014   %
Change
2015 vs.
2014
 

Retail Sales (a)

      

Residential

  $668    $681     (1.9)%  $653     4.3

Small commercial & industrial

   187     192     (2.6)%   160     20.0

Large commercial & industrial

   98     101     (3.0)%   108     (6.5)% 

Public authorities & electric railroads

   13     12     8.3  12     —  
  

 

 

   

 

 

    

 

 

   

Total retail

   966     986     (2.0)%   933     5.7
  

 

 

   

 

 

    

 

 

   

Other revenue (b)

   163     152     7.2  155     (1.9)% 
  

 

 

   

 

 

    

 

 

   

Total electric revenue (c)

  $1,129    $1,138     (0.8)%  $1,088     4.6
  

 

 

   

 

 

    

 

 

   

(a)Reflects delivery volumes and revenues from customers purchasing electricity directly from DPL and customers purchasing electricity from a competitive electric generation supplier as all customers are assessed distribution charges. For customers purchasing electricity from DPL, revenue also reflects the cost of energy and transmission.
(b)Other revenue includes transmission revenue from PJM and wholesale electric revenues.
(c)Includes operating revenues from affiliates totaling $7 million, $6 million and $7 million for the years ended December 31, 2016, 2015 and 2014, respectively.

DPL Gas Operating Statistics and Revenue Detail

Retail Deliveries to Customers (in mmcf)

  2016   2015   %
Change
2016 vs.
2015
  Weather
Normal
%
change
  2014   %
Change
2015 vs.
2014
  Weather
Normal
%
change
 

Retail Deliveries

           

Residential

   14,087     13,816     2.0  (5.0)%   14,613     (5.5)%   (2.4)% 

Transportation & other

   5,455     6,193     (11.9)%   (1.4)%   6,418     (3.5)%   —  
  

 

 

   

 

 

     

 

 

    

Total gas deliveries

   19,542     20,009     (2.3)%   (4.1)%   21,031     (4.9)%   (1.6)% 
  

 

 

   

 

 

     

 

 

    

   As of December 31, 

Number of Gas Customers

  2016   2015   2014 

Residential

   120,951     119,771     117,880  

Commercial & industrial

   9,801     9,712     9,615  

Transportation & other

   156     159     157  
  

 

 

   

 

 

   

 

 

 

Total

   130,908     129,642     127,652  
  

 

 

   

 

 

   

 

 

 

Gas Revenue

  2016   2015   %
Change
2016 vs.
2015
  2014   %
Change
2015 vs.
2014
 

Retail Sales (a)

         

Retail sales

  $127    $143     (11.2)%  $165     (13.3)% 

Transportation & other (b)

   21     21     —    29     (27.6)% 
  

 

 

   

 

 

    

 

 

   

Total gas revenues

  $148    $164     (9.8)%  $194     (15.5)% 
  

 

 

   

 

 

    

 

 

   

(a)Reflects delivery volumes and revenues from customers purchasing natural gas directly from DPL and customers purchasing natural gas from a competitive natural gas supplier as all customers are assessed distribution charges. For customers purchasing natural gas from DPL, revenue also reflects the cost of natural gas.
(b)Transportation and other revenue includesoff-system natural gas sales and the short-term release of interstate pipeline transportation and storage capacity not needed to serve customers.

Results of Operations—ACE

   2016  2015  Favorable
(unfavorable)
2016 vs. 2015
variance
  2014  Favorable
(unfavorable)
2015 vs. 2014
variance
 

Operating revenues

  $1,257   $1,295   $(38 $1,210   $85  

Purchased power expense

   651    708    57    664    (44
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Revenues net of purchased power expense (a)

   606    587    19    546    41  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other operating expenses

      

Operating and maintenance

   428    271    (157  250    (21

Depreciation, amortization and accretion

   165    175    10    155    (20

Taxes other than income

   7    7    —      4    (3
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other operating expenses

   600    453    (147  409    (44
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gain on sales of assets

   1    —      1    —      —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

   7    134    (127  137    (3
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

      

Interest expense, net

   (62  (64  2    (64  —    

Other, net

   9    3    6    3    —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   (53  (61  8    (61  —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) income before income taxes

   (46  73    (119  76    (3

Income taxes

   (4  33    37    30    (3
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net (loss) income attributable to common shareholder

  $(42 $40   $(82 $46   $(6
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(a)

ACE evaluates its operating performance using the measure of revenue net of purchased power expense for electric sales. ACE believes Revenue net of purchased power expense is a useful measurement of its performance because it provides

information that can be used to evaluate its operational performance. ACE has included the analysis below as a complement to the financial information provided in accordance with GAAP. However, Revenue net of purchased power expense is not a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report.

Net Income Attributable to Common Shareholder

Year Ended December 31, 2016Compared to Year Ended December 31, 2015.The decrease in net income attributable to common shareholder was driven primarily by an increase in Operating and maintenance expense primarily due to merger-related costs.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014.The decrease in net income attributable to common shareholder was driven primarily by an increase in Operating and maintenance expense primarily due to the implementation of a new customer information system and higher storm restoration costs, partially offset by higher Operating revenues net of purchased power expense resulting from an electric distribution base rate increase in 2014 in New Jersey.

Revenues Net of Purchased Power Expense

Operating revenues include revenue from the distribution and supply of electricity to ACE’s customers within its service territories at regulated rates. Operating revenues also include transmission service revenue that ACE receives as a transmission owner from PJM at rates regulated by FERC. Transmission rates are updated annually based on a FERC-approved formula methodology.

Electric revenues and purchased power expense are also affected by fluctuations in participation in the Customer Choice Program. All ACE customers have the choice to purchase electricity from competitive electric generation suppliers. The customer’s choice of supplier does not impact the volume of deliveries, but affects revenue collected from customers related to supplied energy service.

Retail deliveries purchased from competitive electric generation suppliers (as a percentage of kWh sales) for the years ended December 31, 2016, 2015, and 2014, consisted of the following:

   For the Years Ended December 31, 
   2016  2015  2014 

Electric

   47  45  51

Retail customers purchasing electric generation from competitive electric generation suppliers at December 31, 2016, 2015, and 2014 consisted of the following:

   December 31, 2016  December 31, 2015  December 31, 2014 
   Number of
customers
   % of total retail
customers
  Number of
customers
   % of total retail
customers
  Number of
customers
   % of total retail
customers
 

Electric

   94,562     17  78,299     14  86,780     16

The costs related to default electricity supply are included in Purchased power expense. Operating revenues also include revenue from Transition Bond Charges that ACE receives, and pays to ACE Funding, to fund the principal and interest payments on Transition Bonds, revenue from the resale in the PJM RTO market of energy and capacity purchased under contacts with unaffiliated NUGs, and revenue from transmission enhancement credits.

Operating revenues also include work and services performed on behalf of customers, including other utilities, which is generally not subject to price regulation. Work and services includes mutual assistance to other utilities, highway relocation, rentals of pole attachments, late payment fees and collection fees.

Purchased power expense consists of the cost of electricity purchased by ACE to fulfill its default electricity supply obligation and, as such, is recoverable from customers in accordance with the terms of public service commission orders.

The changes in ACE’s operating revenues net of purchased power expense for the years ended December 31, 2016 and 2015 compared to the same periods in 2015 and 2014, respectively, consisted of the following:

   Increase
(Decrease)

2016 vs. 2015
  Increase
(Decrease)

2015 vs. 2014
 

Weather

  $(3 $9  

Volume

   1    2  

Pricing—distribution revenues

   14    18  

Regulatory required programs

   (15  15  

Transmission revenues

   23    —    

Other

   (1  (3
  

 

 

  

 

 

 

Increase in revenue net of purchased power expense

  $19   $41  
  

 

 

  

 

 

 

Weather.The demand for electricity is affected by weather conditions. With respect to the electric business, very warm weather in summer months and very cold weather in winter months are referred to as “favorable weather conditions” because these weather conditions result in increased deliveries of electricity. Conversely, mild weather reduces demand. During the year ended December 31, 2016 compared to the same period in 2015, operating revenues net of purchased power and fuel expense was lower due to the impact of unfavorable winter weather conditions in ACE’s service territory. During the year ended December 31, 2015 compared to the same period in 2014, operating revenues net of purchased power and fuel expense was higher due to the impact of favorable spring and summer weather conditions in ACE’s service territory.

For retail customers of ACE, distribution revenues are not decoupled for the distribution of electricity by ACE, and thus are subject to variability due to changes in customer consumption. Therefore, changes in customer usage (due to weather conditions, energy prices, energy savings programs or other reasons) from period to period have a direct impact on reported distribution revenue for customers in ACE’s service territory.

Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat or cool a home or business. Normal weather is determined based on historical average heating and cooling degree days for a20-year period in ACE’s service territory. The changes in heating and cooling degree days in ACE’s service territory for the years ended December 31, 2016 and December 31, 2015 compared to same periods in 2015 and 2014, respectively, and normal weather consisted of the following:

   For the Years Ended
December 31,
   Normal   % Change 

Heating and Cooling Degree-Days

      2016           2015         2016 vs. 2015  2016 vs. Normal 

Heating Degree-Days

   4,487     4,671     4,768     (3.9)%   (5.9)% 

Cooling Degree-Days

   1,303     1,259     1,093     3.5  19.2

   For the Years Ended
December 31,
   Normal   % Change 

Heating and Cooling Degree-Days

      2015           2014         2015 vs. 2014  2015 vs. Normal 

Heating Degree-Days

   4,671     5,192     4,795     (10.0)%   (2.6)% 

Cooling Degree-Days

   1,259     819     1,076     53.7  17.0

Volume.The decrease in operating revenues net of purchased power and fuel expense related to delivery volume, exclusive of the effects of weather, for the year ended December 31, 2016 compared to the same period in 2015, primarily reflects lower average customer usage, partially offset by the impact of moderate economic and customer growth. The increase in operating revenues net of purchased power and fuel expense related to delivery volume, exclusive of the effects of weather, for the year ended December 31, 2015 compared to the same period in 2014, primarily reflects the impact of moderate economic and customer growth.

Pricing—Distribution Revenues. The increase in electric operating revenues net of purchased power expense as a result of pricing for the year ended December 31, 2016 compared to the same period in 2015 was primarily due to the impact of the new electric distribution rates charged to customers that became effective in August 2016. The increase in distribution revenue for the year ended December 31, 2015 compared to the same period in 2014 was primarily due to the impact of the new electric distribution rates charged to customers that became effective September 2014. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Regulatory Required Programs. This represents the change in operating revenues collected under approved riders to recover costs incurred for regulatory programs such as energy efficiency programs. The riders are designed to provide full and current cost recovery as well as a return. The costs of these programs are included in operating and maintenance expense, depreciation and amortization expense and income taxes. Refer to the depreciation and amortization expense discussion below for additional information on included programs.

Transmission Revenues.Under a FERC approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, investments being recovered and other billing determinants. Transmission revenue increased for the year ended December 31, 2016 compared to the same period in 2015 due to higher rates effective June 1, 2016 and June 1, 2015 related to increases in transmission plant investment and operating expenses. Transmission revenue remained constant for the year ended December 31, 2015 compared to the same period in 2014 due to higher rates effective June 1, 2015 and June 1, 2014 related to increases in transmission plant investment and operating expenses, offset by the establishment of a reserve related to the FERC ROE challenges in 2015.

Operating and Maintenance Expense

  Year Ended
December 31,
  Increase
(Decrease)
  Year Ended
December 31,
  Increase
(Decrease)
 
  2016  2015  2016 vs. 2015  2015  2014  2015 vs. 2014 

Operating and maintenance expense—baseline

 $424   $267   $157   $267   $243   $24  

Operating and maintenance expense—regulatory required programs(a)

  4    4    —      4    7    (3
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total operating and maintenance expense

 $428   $271   $157   $271   $250   $21  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(a)Operating and maintenance expenses for regulatory required programs are costs for various legislative and/or regulatory programs that are recoverable from customers on a full and current basis through approved regulated rates. An equal and offsetting amount has been reflected in Operating revenues.

The changes in operating and maintenance expense for 2016 compared to 2015 and 2015 compared to 2014 consisted of the following:

   Increase
(Decrease)

2016 vs. 2015
   Increase
(Decrease)

2015 vs. 2014
 

Baseline

    

Labor, other benefits, contracting and materials

  $6    $5  

Pension andnon-pension postretirement benefits expense

   —       1  

Storm-related costs

   1     6  

BSC and PHISCO allocations(a)

   26     17  

Uncollectible accounts expense

   2     —    

Merger commitments(b)

   111     —    

Other

   11     (5
  

 

 

   

 

 

 
   157     24  
  

 

 

   

 

 

 

Regulatory required programs

    

Purchased power administrative costs

   —       (3
  

 

 

   

 

 

 
   —       (3
  

 

 

   

 

 

 

Total increase

  $157    $21  
  

 

 

   

 

 

 

(a)Primarily related to merger severance and compensation costs for the year ended December 31, 2016 compared to the same period in 2015.
(b)Primarily related to merger-related commitments for customer rate credits and charitable contributions.

Depreciation, Amortization and Accretion Expense

The changes in depreciation, amortization and accretion expense for 2016 compared to 2015 and 2015 compared to 2014 consisted of the following:

   Increase
(Decrease)

2016 vs. 2015
  Increase
(Decrease)

2015 vs. 2014
 

Depreciation expense(a)

  $6   $4  

Regulatory asset amortization(b)

   (16  16  
  

 

 

  

 

 

 

Total (decrease) increase

  $(10 $20  
  

 

 

  

 

 

 

(a)Depreciation expense increased due to ongoing capital expenditures.
(b)Regulatory asset amortization decreased for the year ended December 31, 2016 compared to the same period in 2015 primarily as a result of lower revenue due to a rate decrease effective October 2015 for the ACE Market Transition charge tax. Regulatory asset amortization increased for the year ended December 31, 2015 compared to the same period in 2014 as a result of higher revenue due to a rate increase effective October 2014 for the ACE Market Transition charge tax.

Taxes Other Than Income

Taxes other than income for the year ended December 31, 2016 compared to the same period in 2015, remained constant. Taxes other than income for the year ended December 31, 2015 compared to the same period in 2014 increased primarily due to an increase in the New Jersey use tax.

Interest Expense, Net

Interest expense, net remained relatively consistent for the year ended December 31, 2016, compared to the same period in 2015, and the year ended December 31, 2015, compared to the same period in 2014.

Gain on Sales of Assets

Gain on Sale of Assets for the year ended December 31, 2016 compared to the same period in 2015 increased primarily due to gains recorded in 2016 at ACE associated with the sale of property.

Other, Net

Other, net for the year ended December 31, 2016 compared to the same period in 2015 increased primarily due to higher income from AFUDC equity. Other, net for the year ended December 31, 2015 compared to the same period in 2014 remained relatively consistent.

Effective Income Tax Rate

ACE’s effective income tax rates for the years ended December 31, 2016, 2015, and 2014 were 8.7%, 45.2%, and 39.5%, respectively. See Note 15—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the change in effective income tax rates As a result of the merger, ACE recorded anafter-tax charge of $22 million during the year ended December 31, 2016 as a result of the assessment and remeasurement of certain federal and state uncertain tax positions.

ACE Electric Operating Statistics and Revenue Detail

Retail Deliveries to Customers (in GWhs)

 2016  2015  % Change
2016 vs. 2015
  Weather-
Normal %
Change
  2014  % Change
2015 vs. 2014
  Weather-
Normal %
Change
 

Retail Deliveries(a)

       

Residential

  4,153    4,322    (3.9)%   1.1  4,087    5.7  2.7

Small commercial & industrial

  1,455    1,288    13.0  0.5  1,217    5.8  1.4

Large commercial & industrial

  3,402    3,594    (5.3)%   0.7  3,699    (2.8)%   1.4

Public authorities & electric railroads

  49    45    8.9  —    48    (6.3)%   —  
 

 

 

  

 

 

    

 

 

   

Total retail deliveries

  9,059    9,249    (2.1)%   0.8  9,051    2.2  2.0
 

 

 

  

 

 

    

 

 

   

   As of December 31, 

Number of Electric Customers

  2016   2015   2014 

Residential

   484,240     482,000     479,140  

Small commercial & industrial

   61,008     60,745     61,734  

Large commercial & industrial

   3,763     3,871     3,877  

Public authorities & electric railroads

   610     529     526  
  

 

 

   

 

 

   

 

 

 

Total

   549,621     547,145     545,277  
  

 

 

   

 

 

   

 

 

 

Electric Revenue

  2016   2015   % Change
2016 vs. 2015
  2014   % Change
2015 vs. 2014
 

Retail Sales(a)

        

Residential

  $664    $690     (3.8)%  $582     18.6

Small commercial & industrial

   183     175     4.6  152     15.1

Large commercial & industrial

   201     213     (5.6)%   190     12.1

Public authorities & electric railroads

   13     12     8.3  12     —  
  

 

 

   

 

 

    

 

 

   

Total retail

   1,061     1,090     (2.7)%   936     16.5
  

 

 

   

 

 

    

 

 

   

Other revenue(b)

   196     205     (4.4)%   274     (25.2)% 
  

 

 

   

 

 

    

 

 

   

Total electric revenue(c)

  $1,257    $1,295     (2.9)%  $1,210     7.0
  

 

 

   

 

 

    

 

 

   

(a)Reflects delivery volumes and revenues from customers purchasing electricity directly from ACE and customers purchasing electricity from a competitive electric generation supplier as all customers are assessed distribution charges. For customers purchasing electricity from ACE, revenue also reflects the cost of energy and transmission.
(b)Other revenue includes transmission revenue from PJM and wholesale electric revenues.
(c)Includes operating revenues from affiliates totaling $3 million, $4 million and $4 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Liquidity and Capital Resources

Exelon activity presented below includes the activity of PHI, Pepco, DPL and ACE, from the PHI Merger effective date of March 24, 2016 through December 31, 2016. Exelon prior year activity is unadjusted for the effects of the PHI Merger. Due to the application of push-down accounting to the PHI entity, PHI’s activity is presented in two separate reporting periods, the legacy PHI activity through March 23, 2016 (Predecessor), and PHI activity for the remainder of the period after the PHI merger date (Successor). For each of Pepco, DPL and ACE the activity presented below include its activity for the years ended December 31, 2016, 2015 and 2014. Exelon’s and Generation’s current year activity presented below includes the activity of CENG, from the integration date effective April 1, 2014 through December 31, 2014. All results included throughout the liquidity and capital resources section are presented on a GAAP basis.

The Registrants’ operating and capital expenditures 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 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, Exelon, Generation, ComEd, PECO and BGEthe Registrants have access to unsecured revolving credit facilities with aggregate bank commitments of $0.5 billion, $5.3 billion, $1 billion, $0.6 billion and $0.6 billion, respectively. The Registrants’ revolving credit facilities are in place until 2019.$9 billion. In addition, Generation has $0.5 billion$500 million in bilateral facilities with banks which have various expirations between October 2015January 2017 and January 2017.2019. 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” section below for further discussion. The Registrants expect cash flows to be sufficient to meet operating expenses, financing costs and capital expenditure requirements.

The Registrants primarily use their capital resources, including cash, to fund capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and other postretirement benefit obligations and invest in new and existing ventures. The Registrants spend a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, ComEd, PECO, BGE, Pepco, DPL and BGEACE 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.

See Note 13—14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for further discussion of the Registrants’ debt and credit agreements.

NRC Minimum Funding Requirements

NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that sufficient funds will be available in certain minimum amounts to decommission the facility. These NRC minimum funding levels are based upon the assumption that decommissioning activities will commence after the end of the current licensed life of each unit. If a unit fails the NRC minimum funding test, then the plant’s owners or parent companies would be required to take steps, such as providing financial guarantees through letters of credit or parent company guarantees or

making additional cash contributions to the NDT fund to ensure sufficient funds are available. See Note 16—Asset Retirement Obligations to the Combined Notes to Consolidated Financial Statements for additional information on the NRC minimum funding requirements.

If a nuclear plant were to early retire there is a risk that it will no longer meet the NRC minimum funding requirements due to the earlier commencement of decommissioning activities and a shorter time period over which the NDT fund investments could appreciate in value. A shortfall could require Exelon to post parental guarantees for Generation’s share of the obligations. However, the amount of any required guarantees will ultimately depend on the decommissioning approach adopted at each site, the associated level of costs, and the decommissioning trust fund investment performance going forward. Within two years after shutting down a plant, Generation must submit a post-shutdown decommissioning activities report (PSDAR) to the NRC that includes the planned option for decommissioning the site. When Generation files its biennial decommissioning funding status report with the NRC on March 31, 2017, as compared to previous estimates prior to the reversal of the early retirement decision, it is currently estimated that given the later commencement of decommissioning activities and a longer time period over which the NDT fund investments can appreciate in value, Quad Cities will meet the NRC minimum funding requirements. It is currently estimated that Clinton will fall below the NRC minimum funding requirements by only a small amount. As of December 31, 2016, TMI passes the NRC minimum funding test based on its current license life. However, in the event of an early retirement of TMI, the most costly estimates could require parental guarantees of up to $60 million.

Upon issuance of any required financial guarantees, each site would be able to utilize the respective NDT funds for radiological decommissioning costs, which represent the majority of the total expected decommissioning costs. However, the NRC must approve an additional exemption in order for the plant’s owner(s) to utilize the NDT fund to pay fornon-radiological decommissioning costs (i.e. spent fuel management and site restoration costs). If a unit does not receive this exemption, the costs would be borne by the owner(s). While the ultimate amounts may vary greatly and could be reduced by alternate decommissioning scenarios and/or reimbursement of certain costs under the United States Department of Energy reimbursement agreements or future litigation, across the three alternative decommissioning approaches available, if an early retirement decision is made and TMI were to fail the exemption test, Generation could incur spent fuel management and site restoration costs over the next ten years of up to $145 million, net of taxes.

Cash Flows from Operating Activities

General

Generation’s cash flows from operating activities primarily result from the sale of electric energy and energy-related products and services to customers. Generation’s future cash flows from operating activities may be affected by future demand for and market prices of energy and its ability to continue to produce and supply power at competitive costs as well as to obtain collections from customers.

ComEd’s, PECO’s and BGE’sThe Utility Registrants’ cash flows from operating activities primarily result from the transmission and distribution of electricity and, in the case of PECO, BGE, and BGE,DPL, gas distribution services. ComEd’s, PECO’s and BGE’sThe Utility Registrants’ distribution services are provided to an established and diverse base of retail customers. ComEd’s, PECO’s and BGE’sThe 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, competitive suppliers, and their ability to achieve operating cost reductions.

See Notes 3—Regulatory Matters and 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for further discussion of regulatory and legal proceedings and proposed legislation.

The following table provides a summary of the major items affecting Exelon’s cash flows from operations for the years ended December 31, 2016, 2015 and 2014:

 

   2016  2015  2016 vs. 2015
Variance
  2014(c)  2015 vs. 2014
Variance
 

Net income

  $1,204   $2,250   $(1,046  1,820   $430  

Add (subtract):

      

Non-cash operating activities(a)

   7,722    5,630    2,092    5,884    (254

Pension andnon-pension postretirement benefit contributions

   (397  (502  105    (617  115  

Income taxes

   (674  97    (771  (143  240  

Changes in working capital and other noncurrent assets and liabilities(b)

   (275  (264  (11  (806  542  

Option premiums received (paid), net

   (66  58    (124  38    20  

Collateral received (posted), net

   931    347    584    (1,719  2,066  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operations

  $8,445   $7,616   $829   $4,457   $3,159  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(a)Represents depreciation, amortization, depletion and accretion, net fair value changes related to derivatives, deferred income taxes, provision for uncollectible accounts, pension andnon-pension postretirement benefit expense, equity in earnings and losses of unconsolidated affiliates and investments, decommissioning-related items, stock compensation expense, impairment of long-lived assets, and othernon-cash charges. See Note 25—Supplemental Financial Information of the Combined Notes to Consolidated Financial Statements for further detail onnon-cash operating activity.
(b)Changes in working capital and other noncurrent assets and liabilities exclude the changes in commercial paper, income taxes and the current portion of long-term debt.
(c)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, beginning on April 1, 2014, CENG’s revenues net of purchased power and fuel expenses are included on a fully consolidated basis.

Pension and Other Postretirement Benefits

Management considers various factors when making pension funding decisions, including actuarially determined minimum contribution requirements under ERISA, contributions required to avoid benefit restrictions andat-risk status as defined by the Pension Protection Act of 2006, management of the pension obligation and regulatory implications. On July 6, 2012, President Obama signed into law the Moving Ahead for Progress in the Twenty-first Century Act, which contains a pension funding provision that results in lower pension contributions in the near term while increasing the premiums pension plans pay to the Pension Benefit Guaranty Corporation. Certain provisions of the law were applied in 2012 while others took effect in 2013. On August 8, 2014, this funding relief was extended for five years. On November 2, 2015 the funding relief was extended for an additional three years and premiums pension plans pay to the Pension Benefit Guaranty Corporation were further increased. The estimated impacts of the law are reflected in the projected pension contributions below.

Exelon expects to make qualified pension plan contributions of $447$310 million to its qualified pension plans in 2015,2017, of which Generation, ComEd, PECO, BGE and BGEPepco expect to contribute $230$127 million, $138$33 million, $40$23 million, $38 million and $1$60 million, respectively. Exelon’s and Generation’s expected qualified pension plan contributions above include $36$21 million related to the legacy CENG plans that will be funded by CENG as provided in an Employee Matters Agreement (EMA) between Exelon and CENG. Unlike the qualified pension plans, Exelon’snon-qualified pension plans are not funded. Exelon expects to makenon-qualified pension plan benefit payments of $15$23 million in 2015,2017, of which Generation, ComEd, PECO, BGE and BGEPepco will make payments of $6 million, $1 million, $1 million, $2 million and $1 million, respectively. See Note 16—17—Retirement Benefits of the Combined Notes to Consolidated Financial Statements for the Registrants’ 20142016 and 20132015 pension contributions.

To the extent interest rates decline significantly or the pension plans do not earn the expected asset return rates, annual pension contribution requirements in future years could increase, especially in years 2017 and beyond.increase. Additionally, theexpected contributions above could change if Exelon changes its pension or OPEB funding strategy.

Unlike qualified pension plans, other postretirement benefit plans are not subject to statutory minimum contribution requirements and certain plans are not funded. OPEB funding generally follows accounting cost; however, Exelon’s management has historically considered several factors in determining the level of contributions to its funded other postretirement benefit plans, including liabilities management, levels of benefit claims paid and regulatory implications (amounts deemed prudent to meet regulator expectations and best assure continued recovery). Exelon expects to make other postretirement benefit plan contributions, including benefit payments related to unfunded plans, of approximately $37$44 million in 2015,2017, of which Generation, ComEd, PECO,BGE and BGEPepco expect to contribute $17$12 million, $2 million, $0$16 million and $17$10 million, respectively. See Note 16—17—Retirement Benefits of the Combined Notes to Consolidated Financial Statements for the Registrants’ 20142016 and 20132015 other postretirement benefit contributions.

See the “Contractual Obligations” section for management’s estimated future pension and other postretirement benefits contributions.

Tax Matters

The Registrants’ future cash flows from operating activities may be affected by the following tax matters:

 

In order to appeal the event of a fully successful IRS challenge to Exelon’sTax Court’s like-kind exchange position,decision, Exelon is required to pay the potential tax, penalty and after-tax interest exclusiveat the time Exelon files its appeal (expected in the second quarter of penalties,2017). While the final calculation of tax, penalty and interest has not yet been finalized by the IRS, Exelon estimates that could becomea payment of approximately $1.4 billion related to the like-kind exchange will be due, including $300 million from ComEd, in the second quarter of 2017. While Exelon will receive a tax benefit of approximately $400 million associated with the deduction for the interest, Exelon currently payable as of December 31, 2014 may be as much as $810 million,expects to have a net operating loss carryforward and thus does not expect to realize the cash benefit until 2018. Exelon’s total estimated cash outflow for the like-kind exchange is $1.0 billion, of which approximately $310$300 million would be attributable to ComEd after giving consideration ofto Exelon’s agreement to hold ComEd harmless from any unfavorable impacts of theafter-tax interest and penalty amounts on ComEd’s equity. ComEd will fund the $300 million with a combination of debt and equity in a manner to maintain its current capital structure. Upon a final appellate decision, which could take up to several years, Exelon expects to receive $80 million related to final interest computations.

Of the above amounts payable, Exelon deposited with the IRS approximately $1.25 billion in October of 2016. The remaining amount will be paid in the second quarter of 2017 at the time Exelon files its appeal of the Tax Court decision. Exelon funded the $1.25 billion deposit with a combination of cash on hand and short-term borrowings. The deposit is reflected as a current asset and the balance at Exelon. Litigation could take several years such thatrelated liabilities for the estimated cashtax, penalty, and interest impacts will increase by a material amount.are included on Exelon’s balance sheet as current obligations.

 

In April of 2016, Exelon Generation, and ComEd expect to receivereceived tax refunds of approximately $430 million, $190 million, and $260 million, respectively, in 2015. PECO expects to make tax payments of approximately $6$460 million related to IRS positions settlingsettled in 2015.

prior tax years. Of this amount, approximately $195 million of the refund is attributable to Generation and the remaining $265 million is attributable to ComEd.

 

Given the current economic environment, stateState and local governments are facingcontinue to face increasing financial challenges, which may increase the risk of additional income tax levies, property taxes and other taxes.

taxes or the imposition, extension or permanence of temporary tax levies.

On December 19th, 2014, President Obama signed H.R. 5771, The Tax Increase Prevention Act. The Act included an extension of 50% bonus depreciation for 2014. As a result of the 50% bonus depreciation extension, Exelon, ExGen, ComEd, PECO, and BGE are estimated to generate incremental cash of approximately $600 million, $272 million, $217 million, $53 million, and $46 million, respectively. The resulting cash benefits are expected primarily in 2015. The cash generated is an acceleration of tax benefits that Registrants would have received over the normal depreciable life of the property. Furthermore, the extension of 50% bonus depreciation will result in a decrease to Generation’s Domestic Production Activities Deduction, reducing cash tax benefits and increasing income tax expense by approximately $30 million for 2014. ComEd’s 2014 revenue requirement is expected to decrease by approximately $12 million (after-tax) due to the extension of 50% bonus depreciation.

The following table provides a summary of the major items affecting Exelon’s cash flows from operations for the years ended December 31, 2014, 2013 and 2012:

   2014 (d)  2013  2014 vs. 2013
Variance
  2012 (c)  2013 vs. 2012
Variance
 

Net income

  $1,820   $1,729   $91    1,171   $558  

Add (subtract):

      

Non-cash operating activities(a)

   5,884    4,159    1,725    5,588    (1,429

Pension and non-pension postretirement benefit contributions

   (617  (422  (195  (462  40  

Income taxes

   (143  883    (1,026  544    339  

Changes in working capital and other noncurrent assets and liabilities(b)

   (1,047  (185  (862  (731  546  

Option premiums paid, net

   38    (36  74    (114  78  

Counterparty collateral received (paid), net

   (1,478  215    (1,693  135    80  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operations

  $4,457   $6,343   $(1,886 $6,131   $212  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(a)Represents depreciation, amortization, depletion and accretion, net fair value changes related to derivatives, deferred income taxes, provision for uncollectible accounts, pension and non-pension postretirement benefit expense, equity in earnings and losses of unconsolidated affiliates and investments, decommissioning-related items, stock compensation expense, impairment of long-lived assets, and other non-cash charges. See note 23 —Supplemental Financial Information for further detail on non-cash operating activity.
(b)Changes in working capital and other noncurrent assets and liabilities exclude the changes in commercial paper, income taxes and the current portion of long-term debt.
(c)Exelon’s 2012 activity includes the activity of Constellation from the merger effective date of March 12, 2012 through December 31, 2012.
(d)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, the 2014 activity includes CENG on a fully consolidated basis beginning April 1, 2014.

Cash flows provided by operations for the year ended December 31, 2014, 20132016, 2015 and 20122014 by Registrant were as follows:

 

  2014   2013   2012   2016   2015   2014 

Exelon(b)(a)

  $4,457    $6,343    $6,131    $8,445    $7,616    $4,457  

Generation(b)(a)

   1,826     3,887     3,581     4,444     4,199     1,826  

ComEd

   1,326     1,218     1,334     2,505     1,896     1,326  

PECO

   712     747     878     829     770     712  

BGE(b)

   740     561     485     945     782     740  

Pepco

   651     373     386  

DPL

   310     266     268  

ACE

   385     256     259  

   Successor        Predecessor 
   March 24,
2016 to
December 31,
2016
        January 1,
2016 to
March 23,
2016
   For the Year
Ended
December 31,
2015
   For the Year
Ended
December 31,
2014
 

PHI

  $888      $264    $939    $854  

 

(a)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, thebeginning on April 1, 2014, activity includes CENGCENG’s revenues net of purchased power and fuel expenses are included on a fully consolidated basis beginning April 1, 2014.basis.
(b)Exelon’s and Generation’s 2012 activity includes the activity of Constellation, and BGE in the case of Exelon, from the merger effective date of March 12, 2012 through December 31, 2012. BGE’s 2012 activity includes its activity for the twelve months ended December 31, 2012.

Changes in Exelon’s, Generation’s, ComEd’s, PECO’s and BGE’sRegistrants’ 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. In addition, significant operating cash flow impacts for the Registrants for 2014, 20132016, 2015 and 20122014 were as follows:

Generation

 

Depending upon whether Generation is in a net mark-to-market liability or asset position, collateral may be required to be posted with or collected from its counterparties. In addition, the collateral posting and collection requirements differ depending on whether the transactions are on thean exchange or in the OTC markets. During 2014, 20132016, 2015 and 2012,2014, Generation had net collections collections/(payments) receipts of counterparty cash collateral of $(1,507)$923 million, $162$407 million and $95$(1,748) million, respectively. Net collections (payments) each year wererespectively, primarily due to market conditions that resulted in changes to Generation’s net mark-to-market position. In addition,position, as well as Exelon’s decision to post more cash collateral in 2014 compared to using letters of credit in 2015 to support the exchanges increased initial margin rates, which required Generation to post higher amounts of initial margin.

PHI merger financing.

 

During 2014, 20132016, 2015 and 2012,2014, Generation had net (payments)/collections (payments) of approximately $38$(66) million, $(36)$58 million, and $(114)$38 million, respectively, related to purchases and sales of options. The level of option activity in a given year may vary due to several factors, including changes in market conditions as well as changes in hedging strategy.

ComEd

 

For the year ended December 31, 2014During 2016 and 2013,2015, ComEd hadreceived a working capital deficitreturn of $263approximately $7 million of cash collateral from PJM and $508posted $31 million respectively. The working capital deficit is primarily attributableof cash collateral to the increase in short-term borrowings in 2014 and an increase in short-term borrowings and short-term debt due within one year in 2013. Cash flows from operating activities are sufficient to meet operating requirements; however, increased capital investment in infrastructure improvements and modernization pursuant to EIMA, transmission upgrades and expansion may require external debt financing or additional capital contributions from parent.

During 2014, 2013 and 2012, ComEd’s net payables to Generation for energy purchases related to its supplier forward contract and ICC-approved RFP contracts increased/(decreased) by $5 million, $(16) million and $(15) million,PJM, respectively. During 2014, 2013ComEd posted no cash collateral to PJM. During 2016, ComEd’s collateral posted with PJM has decreased due to lower PJM billings. During 2015 ComEd’s collateral posted with PJM has increased primarily due to higher RPM credit requirements and 2012 ComEd’s payableshigher PJM billings resulting from increased load being served by ComEd as a result of City of Chicago customers switching back to other energy suppliers for energy purchases increased by $27 million, $35 million and $20 million, respectively.

ComEd.

For further discussion regarding changes inPECOnon-cash

During 2014, 2013 and 2012, PECO’s payables operating activities, please refer to Generation for energy purchases increased/(decreased) by $(9) million, $(17) million and $17 million, respectively, and payablesNote 25—Supplemental Financial Information of the Combined Notes to other energy suppliers for energy purchases increased/(decreased) by $10 million, $39 million and $(22) million, respectively.the Financial Statements.

BGE

During 2014, 2013 and 2012, BGE’s payables to Generation for energy purchases increased/(decreased) by $13 million, $(4) million and $23 million, respectively, and payables to other energy suppliers for energy purchases increased/(decreased) by $(7) million, $(12) million and $40 million, respectively.

Cash Flows from Investing Activities

Cash flows used in investing activities for the year ended December 31, 2014, 2013,2016, 2015, and 20122014 by Registrant were as follows:

 

  2014 2013 2012   2016 2015 2014 

Exelon(b)(a)

  $(4,599 $(5,394 $(4,576  $(15,503 $(7,822 $(4,599

Generation(b)(a)

   (1,767  (2,916  (2,629   (3,851 (4,069 (1,767

ComEd

   (1,655  (1,387  (1,212   (2,685 (2,362 (1,655

PECO

   (649  (531  (328   (798 (588 (649

BGE(b)

   (622  (571  (573   (910 (675 (622

Pepco

   (647 (477 (560

DPL

   (336 (345 (358

ACE

   (309 (306 (224

 

(a)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, thebeginning on April 1, 2014, activity includes CENGCENG’s revenues net of purchased power and fuel expenses are included on a fully consolidated basis beginning April 1, 2014.
(b)Exelon’s and Generation’s 2012 activity includes the activity of Constellation, and BGE in the case of Exelon, from the merger effective date of March 12, 2012 through December 31, 2012. BGE’s 2012 activity includes its activity for the twelve months ended December 31, 2012.basis.

 

   Successor        Predecessor 
   March 24,
2016 to
December 31,
2016
        January 1,
2016 to
March 23,
2016
  For the Year
Ended
December 31,
2015
  For the Year
Ended
December 31,
2014
 

PHI

  $(1,030    $(343 $(1,161 $(1,226

Significant investing cash flow impacts for the Registrants for 2016, 2015 and 2014 were as follows:

GenerationExelon

 

During 2016, Exelon had expenditures of $6.6 billion, $235 million and $58 million relating to the acquisitions of PHI, ConEdison Solutions and the pending acquisition of the FitzPatrick facility, respectively.

As

During 2016 and 2014, Exelon had proceeds of $360 million and $335 million as a result of consolidating CENG during the second quarterearly termination of 2014, Generation recorded $129 million of cash from CENG, reflected in Generation’s cash flows from investing activities above. See Note 5—Investment in Constellation Energy Nuclear Group, LLC of the Combined Notes to Consolidated Financial Statements for further information.

direct financing leases.

 

Generation closed on

During 2014, Exelon had proceeds of $1.7 billion from the sale of its 67% equity interestcertain long lived assets in order to finance a portion of the 417 MW Safe Harbor Water Power Corporation hydroelectricmerger with PHI.

Generation

During 2016, Generation had expenditures of, $235 million and $58 million relating to the acquisitions of ConEdison Solutions and the pending acquisition of the FitzPatrick facility, on the Susquehanna River in Pennsylvania for a purchase pricerespectively.

During 2014, Generation had proceeds of approximately $615 million during the third quarter of 2014. The proceeds$1.7 billion from the sale are reflectedof certain long lived assets in Generation’s cash flows from investing activities above. See Note 4—Mergers, Acquisitions, and Dispositionsorder to finance a portion of the Combined Notes to Consolidated Financial Statements for further information.merger with PHI.

Capital Expenditure Spending

Generation

During the third quarter of 2014, Generation established $65 million in restricted cash as part of the EGTP project financing which is reflected in Generation’s cash flows from investing activities above. See Note 13—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for more information.

Generation closed on the sale of its 41.98% and 31.28% ownership interests in the Keystone and Conemaugh coal-fired power plants and related equity interests in Keystone Fuels, LLC and Conemaugh Fuels, LLC, respectively, for a purchase price of approximately $473 million during the fourth quarter of 2014. The proceeds from the sale are reflected in Generation’s cash flows from investing activities above. See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for further information.

During the fourth quarter of 2014, Generation closed on the sale of its fully-owned equity interest in Fore River and West Valley generating stations, for a combined purchase price of approximately $577 million. The proceeds from the sale are reflected in Generation’s cash flows from investing activities above. See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for further information.

During the fourth quarter of 2014, Generation acquired the competitive retail electric and natural gas business activities of Integrys Energy Group, Inc. through the purchase of all of the stock of its wholly owned subsidiary, Integrys Energy Services, Inc. for a purchase price of $332 million, including net working capital. The acquisition costs from the sale are reflected in Generation’s cash flows from investing activities above. See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for further information.

Generation has entered into several agreements to acquire equity interests in privately held and development stage entities which develop energy-related technology. The agreements includecontain a series of scheduled investment commitments, includingin-kind services contributions, totalingcontributions. There are approximately $167$39 million of anticipated expenditures remaining through 2018 to fund anticipated planned capital and operating needs of the associated companies. See Note 24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for further details of Generation’s equity interests.

Generation has executed, or expects to execute, construction and services contracts to build new gas turbine units in Texas and Maryland and a new biomass-fueled cogeneration facility in Georgia. The total estimated expenditures for these projects are approximately $1.8 billion and achievement of commercial operations is expected between 2015 and 2017 for all these projects.

Capital expenditures by Registrant for the year ended December 31, 2014, 2013,2016, 2015, and 20122014 and projected amounts for 20152017 are as follows:

 

  Projected
2015(a)
   2014   2013   2012   Projected
2017(a)
   2016   2015   2014 

Exelon(f)(d)

  $7,200    $6,077    $5,395    $5,789    $8,250    $8,553    $7,624    $6,077  

Generation(f)(b)

   3,625     3,012     2,752     3,554     2,650     3,078     3,841     3,012  

ComEd(c)

   2,200     1,689     1,433     1,246     2,200     2,734     2,398     1,689  

PECO

   550     661     537     422     775     686     601     661  

BGE (e)

   700     620     587     582     925     934     719     620  

Other(d)

   125     95     86     (15

Pepco

   625     586     544     567  

DPL

   375     349     352     352  

ACE

   300     311     300     225  

       Successor        Predecessor 
   Projected
2017(a)
   March 24,
2016 to
December 31,
2016
        January 1,
2016 to
March 23,
2016
   For the Year
Ended
December 31,
2015
   For the Year
Ended
December 31,
2014
 

PHI(e)

  $1,375    $1,008      $273    $1,230    $1,223  

 

(a)Total projected capital expenditures do not include adjustments fornon-cash activity.
(b)IncludesOn April 1, 2014, Generation assumed operational control of CENG’s nuclear fuel.fleet. As a result, beginning on April 1, 2014, CENG’s revenues net of purchased power and fuel expenses are included on a fully consolidated basis.
(c)The projected capital expenditures and 2017 projections include $617$281 million of expected incremental spending pursuant to EIMA, ComEd has committed to invest approximately $2.6 billion over a ten year period to modernize and storm-harden its distribution system and to implement smart grid technology.
(d)Other primarily consists ofIncludes corporate operations, BSC, and BSC.PHISCO rounded to the nearest $25 million.
(e)Exelon’s and Generation’s 2012 activity includesIncludes PHISCO rounded to the activity of Constellation, and BGE in the case of Exelon, from the merger effective date of March 12, 2012 through December 31, 2012. BGE’s 2012 activity includes its activity for the twelve months ended December 31, 2012.nearest $25 million.
(f)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, CENG is included on a fully consolidated basis beginning April 1, 2014.

Projected capital expenditures and other investments are subject to periodic review and revision to reflect changes in economic conditions and other factors.

In 2014, Exelon and its affiliates initiated a comprehensive project to ensure corporate-wide compliance with Version 5 of the North American Electric Reliability Corporation (NERC) Critical Infrastructure Protection Standards (CIP V.5) which will become effective on April 1, 2016. Generation, ComEd, PECO and BGE will be incurring incremental capital expenditures in 2014 through 2016 associated with the CIP V.5 compliance implementation project, which are included in projected capital expenditures above.

Generation

Approximately 33%35% and 7%23% of the projected 20152017 capital expenditures at Generation are for the acquisition of nuclear fuel and investments in renewable energy andthe construction of new natural gas generation,plants, respectively, with the remaining amounts reflecting investment in renewable energy and additions and upgrades to existing facilities (including material condition improvements during nuclear refueling outages). Generation anticipates that they will fund capital expenditures with internally generated funds and borrowings.

ComEd, PECO, BGE, Pepco, DPL and BGEACE

Approximately 85%, 95% and 96%89% of the projected 20142017 capital expenditures at ComEd and 100% of the projected 2017 capital expenditures at PECO, BGE, Pepco, DPL, and BGE, respectively,ACE are for continuing projects to maintain and improve operations, including enhancing reliability and adding capacity to the transmission and distribution systems such as ComEd’s reliability related investments required under EIMA, and ComEd’s, PECO’s and BGE’sthe Utility Registrants’ construction commitments under PJM’s RTEP. In addition to the capital expenditure for continuing projects, ComEd’s capitaltotal expenditures include smart grid/smart meter technology required under EIMA. PECO’s

The Utility Registrants as transmission owners are subject to NERC compliance requirements. NERC provides guidance to transmission owners regarding assessments of transmission lines. The results of these assessments could require the Utility Registrants to incur incremental capital or operating and BGE’s capitalmaintenance expenditures include investments related to ensure their respective smart meter programs. The remaining amounts are for capital additions to support new business and customer growth. See Notes 3 and 7 of the Combined Notes to Consolidated Financial Statements for additional information.transmission lines meet NERC standards. In

In 2010, NERC provided guidance to transmission owners that recommends ComEd, PECO, and BGE,recommended the Utility Registrants perform assessments of their transmission lines. In compliance with this guidance, ComEd, PECO and BGE submitted their finalbi-annual reports to NERC in January 2014. ComEd, PECO and BGE will be incurring incremental capital expenditures associated with this guidance following the completion of the assessments. Specific projects and expenditures are identified as the assessments are completed. ComEd’s, PECO’s and BGE’s forecasted 20152017 capital expenditures above reflect capital spending for remediation to be completed through 2018. Pepco, DPL and ACE have substantially completed their assessments and thus do not expect significant capital expenditures related to this guidance in 2017.

ComEd, PECO and BGEThe 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, including ComEd’s capital expenditures associated with EIMA as further discussed in Note 33—Regulatory Matters of the Combined Notes to Consolidated Financial Statements.

Cash Flows from Financing Activities

Cash flows provided by (used in) financing activities for the year ended December 31, 2014, 2013,2016, 2015, and 20122014 by Registrant were as follows:

 

  2014 2013 2012   2016 2015 2014 

Exelon (b)(a)

   411    (826  (1,085  $1,191   $4,830   $411  

Generation(b)(a)

   (537  (384  (777   (734 (479 (537

ComEd

   359    61    (212   169   467   359  

PECO

   (250  (361  (382   (263 83   (250

BGE(b)

   (85  (48  128     (21 (162 (85

Pepco

   —     103   171  

DPL

   67   80   92  

ACE

   22   51   (36

 

(a)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, thebeginning on April 1, 2014, activity includes CENGCENG’s revenues net of purchased power and fuel expenses are included on a fully consolidated basis beginning April 1, 2014.
(b)Exelon’s and Generation’s 2012 activity includes the activity of Constellation, and BGE in the case of Exelon, from the merger effective date of March 12, 2012 through December 31, 2012. BGE’s 2012 activity includes its activity for the twelve months ended December 31, 2012.basis.

 

   Successor        Predecessor 
   March 24,
2016 to
December 31,
2016
        January 1,
2016 to
March 23,
2016
   For the Year
Ended
December 31,
2015
   For the Year
Ended
December 31,
2014
 

PHI

  $(7    $372    $233    $363  

Debt.

See Note 13—14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for further details of the Registrants’ debt issuances and retirements. Debt activity for 2014, 20132016, 2015 and 20122014 by Registrant was as follows:

During the year ended December 31, 2014,2016, the following long term debt was issued:

 

Company

 

Type

 Interest Rate 

Maturity

 Amount 

Use of Proceeds

  

Type

  Interest Rate Maturity  Amount   

Use of Proceeds

Exelon

 Junior Subordinated Notes(a) 2.50% June 1, 2024 $1,150   Used to finance a portion of the acquisition of PHI and for general corporate purposes
Exelon Corporate  Senior Unsecured Notes  2.45% April 15, 2021  $300    Repay commercial paper issued by PHI and for general corporate purposes
Exelon Corporate  Senior Unsecured Notes  3.40% April 15, 2026  $750    Repay commercial paper issued by PHI and for general corporate purposes
Exelon Corporate  Senior Unsecured Notes  4.45% April 15, 2046  $750    Repay commercial paper issued by PHI and for general corporate purposes

Generation

 Nuclear Fuel Procurement Contract 3.35% June 30, 2018  38   Used for procurement of uranium  Renewable Power Generation Nonrecourse Debt(a)  4.11% March 31, 2035  $150    Paydown long term debt obligations at Sacramento PV Energy and Constellation Solar Horizons and for general corporate purposes

Generation

 ExGen Renewables I Nonrecourse Debt(b) LIBOR + 4.25% February 6, 2021  300   Used for general corporate purposes  Albany Green Energy Project Financing(b)  LIBOR +
1.25%
 November 17,
2017
  $98    Albany Green Energy biomass generation development

Generation

 ExGen Texas Power Nonrecourse Debt (b) LIBOR + 4.75% September 18, 2021  675   Used for general corporate purposes  Energy Efficiency Project Financing(b)  3.17% December 31,
2017
  $16    Funding to install energy conservation measures in Brooklyn, NY

Generation

 Energy Efficiency Project Financing 4.12% December 31, 2015  12   Funding to install energy conservation measures in Washington, DC  Energy Efficiency Project Financing(b)  3.90% January 31,
2018
  $19    Funding to install energy conservation measures for the Naval Station Great Lakes project

Generation

 AVSR DOE Nonrecourse Debt(b) 2.78 - 3.14% January 5, 2037  126   Used for Antelope Valley solar development  Energy Efficiency Project Financing(b)  3.52% April 30, 2018  $14    Funding to install energy conservation measures for the Smithsonian Zoo project

Generation

 Nuclear Fuel Procurement Contract 3.25% June 30, 2018  32   Used for procurement of uranium  SolGen Nonrecourse Debt (a)  3.93% September 30,
2036
  $150    General corporate purposes

ComEd

 First Mortgage Bonds Series 115 2.15% January 15, 2019  300   Used to refinance maturing mortgage bonds and general corporate purposes

ComEd

 First Mortgage Bonds Series 116 4.70% January 15, 2044  350   Used to refinance maturing mortgage bonds and general corporate purposes

ComEd

 First Mortgage Bonds Series 117 3.10% November 1, 2024  250   Used to repay commercial paper and general corporate purposes

PECO

 First and Refunding Mortgage Bonds 4.15% October 1, 2044  300   Used to repay at maturity first and refunding mortgage bonds due October 1, 2014, and general corporate purposes
Generation  Energy Efficiency Project Financing(b)  3.46% October 1,
2018
  $36    Funding to install energy conservation measures or the Marine Corps Logistics Base project

Company

  

Type

  Interest Rate Maturity  Amount   

Use of Proceeds

Generation  Energy Efficiency Project Financing(b)  2.61% September 30,
2018
  $4    Funding to install energy conservation measures for the Pensacola project
ComEd  First Mortgage Bonds, Series 120  2.55% June 15, 2026  $500    Refinance maturing mortgage bonds, repay a portion of ComEd’s outstanding commercial paper obligations and for general corporate purposes
ComEd  First Mortgage Bonds, Series 121  3.65% June 15, 2046  $700    Refinance maturing mortgage bonds, repay a portion of ComEd’s outstanding commercial paper obligations and for general corporate purposes
PECO  First Mortgage Bonds  1.70% September 15,
2021
  $300    Refinance maturing mortgage bonds
BGE  Notes  2.40% August 15,
2026
  $350    Redeem the $190M of outstanding preference shares and for general corporate purposes
BGE  Notes  3.50% August 15,
2046
  $500    Redeem the $190M of outstanding preference shares and for general corporate purposes
Pepco  Energy Efficiency Project Financing(b)  3.30% December 15,
2017
  $4    Funding to install energy conservation measures for the DOE Germantown project
DPL  First Mortgage Bonds  4.15% May 15, 2045  $175    Refinance maturing mortgage bonds, repay commercial paper and general corporate purposes

 

(a)See Note 13—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for discussion of the Junior Subordinated Notes and related forward equity purchase contract, which are expected to be remarketed in 2017.
(b)See Note 13—14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for discussion of nonrecourse debt.

On January 13, 2015, Generation issued $750 million in aggregate principal amount of Senior Notes. The Senior Notes carry an annual interest rate of 2.950%, payable semi-annually, commencing July 15, 2015 and due January 15, 2020. The proceeds of the Senior Notes will be used to fund the optional redemption of Exelon’s $550 million, 4.550% Senior Notes due June 15, 2015, expected to occur on February 17, 2015, and for general corporate purposes. In addition to the issuance, Exelon terminated floating-to-fixed interest rate swaps that had been designated as cash flow hedges. As the original forecasted transactions were a series of future interest payments over a ten year period, a portion of the anticipated interest payments at this time are probable not to occur. As a result Exelon will reclassify $26 million of deferred losses in AOCI to Other, net in the first quarter of 2015.

(b)For Energy Efficiency Project Financing, the maturity dates represent the expected date of project completion, upon which the respective customer assumes the outstanding debt.

During the year ended December 31, 2013,2015, the following long term debt was issued:

 

Company

 

Type

 

Interest Rate

 Maturity Amount 

Use of Proceeds

  

Type

  Interest Rate Maturity  Amount   

Use of Proceeds

Generation

 CEU Upstream Nonrecourse Debt 2.210 - 2.440% July 22, 2016 $5   Used to fund Upstream gas activities
Exelon Corporate  Senior Unsecured Notes  1.55% June 9, 2017  $550    Finance a portion of the pending merger with PHI and related costs and expenses, and for general corporate purposes
Exelon Corporate  Senior Unsecured Notes  2.85% June 15, 2020  $900    Finance a portion of the pending merger with PHI and related costs and expenses, and for general corporate purposes
Exelon Corporate  Senior Unsecured Notes  3.95% June 15, 2025  $1,250    Finance a portion of the pending merger with PHI and related costs and expenses, and for general corporate purposes
Exelon Corporate  Senior Unsecured Notes  4.95% June 15, 2035  $500    Finance a portion of the pending merger with PHI and related costs and expenses, and for general corporate purposes
Exelon Corporate  Senior Unsecured Notes  5.10% June 15, 2045  $1,000    Finance a portion of the pending merger with PHI and related costs and expenses, and for general corporate purposes
Exelon Corporate  Long Term Software License Agreement  3.95% May 1, 2024  $111    Procurement of software licenses

Generation

 AVSR DOE Nonrecourse Debt 2.535 - 3.353% January 5, 2037  227   Used for Antelope Valley solar development  Senior Unsecured Notes  2.95% January 15,
2020
  $750    Fund the optional redemption of Exelon’s $550 million, 4.550% Senior Notes and for general corporate purposes

Generation

 Social Security Administration Project Financing 2.93% February 18, 2015  1   Used to install conservation measures for the Social Security Administration Headquarters facility in Maryland  AVSR DOE Nonrecourse Debt  2.29 - 2.96% January 5,
2037
  $39    Antelope Valley solar development

Generation

 Energy Efficiency Project Financing 4.40% August 31, 2014  9   Used for funding to install energy conservation measures in Beckley, West Virginia  Energy Efficiency Project Financing  3.71% July 31, 2017  $42    Funding to install energy conservation measures in Coleman, Florida

Generation

 Continental Wind Nonrecourse Debt 6.00% February 28, 2033  613   Used for general corporate purposes

ComEd

 First Mortgage Bonds, Series 114 4.60% August 15, 2043  350   Used to repay outstanding commercial paper obligations and for general corporate purposes

PECO

 First and Refunding Mortgage Bonds due 1.20% October 15, 2016  300   Used to pay at maturity first and refunding mortgage bonds due October 15, 2013 and other general corporate purposes

PECO

 First and Refunding Mortgage Bonds 4.80% October 15, 2043  250   Used to pay at maturity first and refunding mortgage bonds due October 15, 2013 and other general corporate purposes

BGE

 Notes 3.35% July 1, 2023  300   Used to partially refinance Notes due July 1, 2013 and for general corporate purposes

Company

  

Type

  Interest Rate Maturity  Amount   

Use of Proceeds

Generation  Energy Efficiency Project Financing  3.55% November 15,
2016
  $19    Funding to install energy conservation measures in Frederick, Maryland
Generation  Tax Exempt Pollution Control Revenue Bonds  2.50 - 2.70% 2019 - 2020  $435    General corporate purposes
Generation  Albany Green Energy Project Financing  LIBOR +
1.25%
 November 17,
2017
  $100    Albany Green Energy biomass generation development
Generation  Nuclear Fuel Purchase Contract  3.15% September 30,
2020
  $57    Procurement of uranium
ComEd  First Mortgage Bonds, Series 118  3.70% March 1, 2045  $400    Refinance maturing mortgage bonds, repay a portion of ComEd’s outstanding commercial paper obligations and for general corporate purposes
ComEd  First Mortgage Bonds, Series 119  4.35% November 15,
2045
  $450    Repay a portion of ComEd’s outstanding commercial paper obligations and for general corporate purposes
PECO  First and Refunding Mortgage Bonds  3.15% October 15,
2025
  $350    General corporate purposes
Pepco  First Mortgage Bonds  4.15% March 15,
2043
  $200    Repay outstanding commercial paper obligations and general corporate purposes
DPL  First Mortgage Bonds  4.15% May 15, 2045  $200    Repay outstanding commercial paper obligations and general corporate purposes
ACE  First Mortgage Bonds  3.50% December 1,
2025
  $150    Repay outstanding commercial paper obligations and general corporate purposes

During the year ended December 31, 2012,2014, the following long term debt was issued:

 

Company

 

Type

 Interest Rate Maturity Amount 

Use of Proceeds

  

Type

  Interest
Rate
 Maturity  Amount   

Use of Proceeds

Exelon  Junior Subordinated Notes  2.50% June 1,
2024
  $1,150    Finance a portion of the pending merger with PHI and for general corporate purposes

Generation

 CEU Upstream Nonrecourse Debt Variable Rate July 16, 2016 $78   Used to fund Upstream gas activities  Nuclear Fuel Purchase Contract  3.25 - 3.35% June 30,
2018
  $70    Procurement of uranium

Generation

 AVSR DOE Nonrecourse Debt Fixed Rate January 5, 2037  220   Used for Antelope Valley solar development  ExGen Renewables I Nonrecourse Debt  LIBOR +
4.25%
 February 6,
2021
  $300    General corporate purposes

Generation

 Senior Notes 4.25% June 15, 2022  523   Used for general corporate purposes and issued in connection with the Exchange Offer  ExGen Texas Power Nonrecourse Debt  LIBOR +
4.75%
 September 18,
2021
  $675    General corporate purposes

Generation

 Senior Notes 5.60% June 15, 2042  788   Used for general corporate purposes and issued in connection with the Exchange Offer  Energy Efficiency Project Financing  4.12% December 31,
2015
  $12    Funding to install energy conservation measures in Washington, DC

Generation

 Constellation Solar Horizons Nonrecourse Debt 2.50% June 7, 2030  38   Used for funding for Maryland solar development  AVSR DOE Nonrecourse Debt  3.06 - 3.14% January 5,
2037
  $126    Antelope Valley solar development

ComEd

 First Mortgage Bonds, Series 113 3.80% October 1, 2042  350   Used to repay outstanding commercial paper obligations and for general corporate purposes  First Mortgage Bonds, Series 115  2.15% January 15,
2019
  $300    Refinance maturing mortgage bonds and general corporate purposes
ComEd  First Mortgage Bonds, Series 116  4.70% January 15,
2044
  $350    Refinance maturing mortgage bonds and general corporate purposes
ComEd  First Mortgage Bonds, Series 117  3.10% November 1,
2024
  $250    Repay commercial paper obligations and general corporate purposes

PECO

 First and Refunding Mortgage Bonds 2.38% September 15, 2022  350   Used to pay at maturity First Mortgage Bonds due October 1, 2012 and for general corporate purposes  First and Refunding Mortgage Bonds  4.15% October 1,
2044
  $300    Refinance existing mortgage bonds and general corporate purposes

BGE

 Notes 2.80% August 15, 2022  250   Used to repay total outstanding commercial paper obligations and for general corporate purposes
PHI (a)  Energy Efficiency Project Financing  4.68% February 10,
2015
  $6    Funding to install energy conservation measures for the Natick Project
Pepco  First Mortgage Bonds  3.60% March 15,
2024
  $400    Repay $175M of 4.65% Senior Notes, repay outstanding commercial paper obligations, and general corporate purposes

Company

  

Type

  Interest
Rate
 Maturity  Amount   

Use of Proceeds

Pepco  Energy Efficiency Project Financing  3.12% February 20,
2015
  $12    Funding to install energy conservation measures for the State Department project
DPL  First Mortgage Bonds  3.50% November 15,
2023
  $200    Repay outstanding commercial paper obligations and general corporate purposes
ACE  First Mortgage Bonds  3.375% September 1,
2024
  $150    Repay $7M of 7.63% medium term notes, repay commercial paper issued to repay $100M term loan, and general commercial purposes

(a)Represents Pepco Energy Services energy efficiency project financing. As of the date of the merger, PES financing was included with Generation.

During the year ended December 31, 2016, the following long term debt was retired and/or redeemed:

Company

 

Type

 Interest Rate Maturity Amount 

Exelon Corporate

 Long Term Software License Agreement 3.95% May 1, 2024 $8  

Exelon Corporate

 Senior Notes 4.95% June 15, 2035 $1  

Generation

 AVSR DOE Nonrecourse Debt (a) 2.29% - 3.56% January 5, 2037 $22  

Generation

 Kennett Square Capital Lease 7.83% September 20, 2020 $4  

Generation

 Continental Wind Nonrecourse Debt (a) 6.00% February 28, 2033 $29  

Generation

 CEU Upstream Nonrecourse Debt(a) 1mL + 2.25% January 14, 2019 $46  

Generation

 ExGen Texas Power Nonrecourse Debt (a) 5.00% September 18, 2021 $7  

Generation

 Sacramento Solar Nonrecourse Debt (a)
 1mL + 2.25% December 31, 2030 $33  

Generation

 Clean Horizons Nonrecourse Debt(a) 1mL + 2.25% September 7, 2030 $32  

Generation

 ExGen Renewables Nonrecourse Debt(a)
 3mL + 4.25% February 6, 2021 $24  

Generation

 PES—PGOV Notes Payable 6.70- 7.46% 2017 - 2018 $1  

Generation

 NUKEM 3.35% June 30, 2018 $12  

Generation

 NUKEM 3.25% July 1, 2018 $10  

Generation

 Renewable Power Generation Nonrecourse Debt (a) 4.11% March 31, 2035 $9  

Company

 

Type

 Interest Rate Maturity Amount 

Generation

 SolGen Nonrecourse Debt (a) 3.93% September 30, 2036 $2  

ComEd

 First Mortgage Bonds, Series 104 5.95% August 15, 2016 $415  

ComEd

 First Mortgage Bonds, Series 111 1.95% August 1, 2016 $250  

PECO

 First and Refunding Mortgage Bonds 1.20% October 15, 2016 $300  

BGE

 Rate Stabilization Bonds 5.72% April 1, 2016 $1  

BGE

 Rate Stabilization Bonds 5.82% April 1, 2017 $38  

BGE

 Notes 5.90% October 1, 2016 $300  

BGE

 Securitization Bonds 5.82% April 1, 2017 $40  

PHI

 Senior Unsecured Notes 5.90% December 12, 2016 $190  

DPL

 First Mortgage Bonds 5.22% December 30, 2016 $100  

ACE

 Transition Bonds 5.05% October 20, 2020 $12  

ACE

 Transition Bonds 5.55% October 20, 2023 $34  

ACE

 First Mortgage Bonds 7.68% August 23, 2016 $2  

(a)See Note 14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for discussion of nonrecourse debt.

During the year ended December 31, 2015, the following long term debt was retired and/or redeemed:

Company

 

Type

 Interest Rate Maturity Amount 

Exelon Corporate

 Senior Unsecured Notes 4.55% June 15, 2015 $550  

Exelon Corporate

 Senior Notes 4.90% June 15, 2015 $800  

Exelon Corporate

 Senior Unsecured Notes 3.95% June 15, 2025 $443  

Exelon Corporate

 Senior Unsecured Notes 4.95% June 15, 2035 $167  

Exelon Corporate

 Senior Unsecured Notes 5.10% June 15, 2045 $259  

Exelon Corporate

 Long Term Software License Agreement 3.95% May 1, 2024 $1  

Generation

 Senior Unsecured Notes 4.55% June 15, 2015 $550  

Generation

 CEU Upstream Nonrecourse Debt LIBOR + 2.25% January 14, 2019 $9  

Generation

 AVSR DOE Nonrecourse Debt 2.29% - 3.56% January 5, 2037 $23  

Generation

 Kennett Square Capital Lease 7.83% September 20, 2020 $3  

Generation

 Continental Wind Nonrecourse Debt 6.00% February 28, 2033 $20  

Generation

 ExGen Texas Power Nonrecourse Debt LIBOR + 4.75% September 8, 2021 $5  

Generation

 ExGen Renewables I Nonrecourse Debt LIBOR + 4.25% February 6, 2021 $24  

Generation

 Constellation Solar Horizons Nonrecourse Debt 2.56% September 7, 2030 $2  

Company

 

Type

 Interest Rate Maturity Amount 

Generation

 Sacramento PV Energy Nonrecourse Debt 2.58% December 31, 2030 $2  

Generation

 Energy Efficiency Project 3.55% November 15, 2016 $19  

ComEd

 First Mortgage Bonds, Series 101 4.70% April 15, 2015 $260  

BGE

 Rate Stabilization Bonds 5.72% April 1, 2016 $75  

PHI

 Senior Unsecured Notes 2.70% October 1, 2015 $250  

PHI (a)

 Energy Efficiency Project Financing 4.68% February 10, 2015 $7  

PHI (a)

 Energy Efficiency Project Financing 8.87% June 1, 2021 $5  

PHI (a)

 Energy Efficiency Project Financing 7.61% August 1, 2015 $1  

PHI (a)

 PES-PGOV Notes Payable 6.70 - 7.46% 2017-2018 $1  

Pepco

 Energy Efficiency Project Financing 3.12% February 20, 2015 $12  

DPL

 Senior Unsecured Notes 5.00% June 1, 2015 $100  

ACE

 Secured Medium-Term Notes Series C 7.68% August 24, 2015 $15  

ACE

 Transition Bonds 5.05% October 20, 2020 $12  

ACE

 Transition Bonds 5.55% October 20, 2023 $32  

(a)Represents Pepco Energy Services energy efficiency project financing. As of the date of the merger, PES financing was included with Generation.

During the year ended December 31, 2014, the following long term debt was retired and/or redeemed:

 

Company

 

Type

 Interest Rate Maturity Amount 

Generation

 2003 Senior Notes 5.35% January 15, 2014 $500  

Generation

 Pollution Control Loan 4.10% July 1, 2014  20  

Generation

 Continental Wind Nonrecourse Debt(a) 6.00% February 28, 2033  20  

Generation

 Kennett Square Capital Lease 7.83% September 20, 2020  3  

Generation

 ExGen Renewables I Nonrecourse Debt (a) LIBOR + 4.25% February 6, 2021  18  

Generation

 ExGen Texas Power Nonrecourse Debt (a) LIBOR + 4.75% September 18, 2021  2  

Generation

 AVSR DOE Nonrecourse Debt(a) 2.33% - 3.55% January 5, 2037  15  

Generation

 Constellation Solar Horizons Nonrecourse Debt(a) 2.56% September 7, 2030  2  

Generation

 Sacramento PV Energy Nonrecourse Debt(a) 2.56% December 31, 2030  2  

Generation

 Energy Efficiency Project Financing 4.12% December 31, 2015  12  

ComEd

 Mortgage Bonds Series 110 1.63% January 15, 2014  600  

ComEd

 Pollution Control Series 1994C 5.85% January 15, 2014  17  

PECO

 First and Refunding Mortgage Bonds 5.00% October 1, 2014  250  

BGE

 Rate Stabilization Bonds 5.72% April 1, 2017  35  

BGE

 Rate Stabilization Bonds 5.72% October 1, 2014  35  

(a)See Note 13—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for discussion of nonrecourse debt.

Company

  

Type

  Interest Rate  Maturity  Amount 

Generation

  Senior Unsecured Notes  5.35%  January 15, 2014  $500  

Generation

  Pollution Control Notes  4.10%  July 1, 2014  $20  

Generation

  Continental Wind Nonrecourse Debt  6.00%  February 28, 2033  $20  

Generation

  Kennett Square Capital Lease  7.83%  September 20, 2020  $3  

Generation

  ExGen Renewables I Nonrecourse Debt  LIBOR + 4.25%  February 6, 2021  $18  

Generation

  ExGen Texas Power Nonrecourse Debt  LIBOR + 4.75%  September 18, 2021  $2  

Generation

  AVSR DOE Nonrecourse Debt  2.33% - 3.55%  January 5, 2037  $15  

Generation

  Clean Horizons Solar Nonrecourse Debt  2.56%  September 7, 2030  $2  

Generation

  Sacramento Solar Nonrecourse Debt  2.56%  December 31, 2030  $2  

Generation

  Energy Efficiency Project Financing  4.12%  December 31, 2015  $12  

ComEd

  First Mortgage Bonds, Series 110  1.63%  January 15, 2014  $600  

ComEd

  Pollution Control Series 1994C  5.85%  January 15, 2014  $17  

PECO

  First and Refunding Mortgage Bonds  5.00%  October 1, 2014  $250  

During the year ended December 31, 2013, the following long term debt was retired and/or redeemed:

Company

  

Type

  Interest Rate  Maturity  Amount 

Generation

  Kennett Square Capital Lease  7.83%  September 1, 2020  $3  

Generation

  Solar Revolver Nonrecourse Debt  Variable Rate  July 7, 2014   113  

Generation

  Constellation Solar Horizons Nonrecourse Debt  2.56%  September 7, 2030   2  

Generation

  Sacramento Energy Nonrecourse Debt  2.68%  December 31, 2030   2  

Generation (a)

  Series A Junior Subordinated Debentures  8.63%  June 15, 2063   450  

Generation

  Energy Efficiency Project Financing  4.40%  August 31, 2014   9  

ComEd

  First Mortgage Bonds, Series 92  7.63%  April 15, 2013   125  

ComEd

  First Mortgage Bonds, Series 94  7.50%  July 1, 2013   127  

PECO

  First and Refunding Mortgage Bonds  5.60%  October 15, 2013   300  

BGE

  Rate Stabilization Bonds  5.72%  April 1, 2017   67  

BGE

  Notes  6.13%  July 1, 2013   400  

Company

  

Type

  Interest Rate  Maturity  Amount 

BGE

  Rate Stabilization Bonds  5.72%  April 1, 2017  $35  

BGE

  Rate Stabilization Bonds  5.72%  October 1, 2014  $35  

PHI (a)

  PES-PGOV Notes Payable  6.70 - 7.46%  2017-2018  $1  

Pepco

  Senior Notes  4.65%  April 15, 2014  $175  

DPL

  Senior Unsecured Notes  5.00%  June 1, 2015  $100  

ACE

  Term Loan  LIBOR + 0.75%  November 10, 2014  $100  

ACE

  Variable Rate Demand Bonds  variable  April 15, 2014  $18  

ACE

  Transition Bonds  5.05%  October 20, 2020  $11  

ACE

  Transition Bonds  5.55%  October 20, 2023  $30  

ACE

  Secured Medium-Term Notes  7.63%  August 29, 2014  $7  

 

(a)Represents debt obligations assumed by Exelon as partPepco Energy Services energy efficiency project financing. As of the date of the merger, on March 12, 2012 that became callable at face value on June 15, 2013. Exelon and subsidiaries of Generation (former Constellation subsidiaries) assumed intercompany loan agreements that mirror the terms and amounts of the third-partyPES debt obligations of Exelon, resulting in intercompany notes payable as of December 31, 2012was included in long-term debt to affiliate on Generation’s Consolidated Balance Sheets and notes receivable from affiliates at Exelon Corporate, which are eliminated in consolidation on Exelon’s Consolidated Balance Sheets. The third-party debt obligations were reported in Long-term Debt on Exelon’s Consolidated Balance Sheets as of December 31, 2012. The debentures were redeemed and the intercompany loan agreements repaid on June 15, 2013.with Generation.

During the year ended December 31, 2012, the following long term debt was retired and/or redeemed:

Company

  

Type

  Interest Rate  Maturity  Amount 

Exelon

  Fixed rate Medium Term Notes  7.30%  June 1, 2012  $2  

Exelon

  Fixed rate Senior Notes  7.60%  April 1, 2032   442  

Generation

  Kennett Square Capital Lease  7.83%  September 20, 2020   2  

Generation

  3-year term rate Armstrong Co. 2009 A, Pollution Control Notes  5.00%  December 1, 2042   46  

Generation

  CEU Upstream Nonrecourse Debt  Variable Rate  July 16, 2016   89  

Generation

  Solar Revolver Nonrecourse Debt  Variable Rate  July 7, 2014   17  

Generation

  MEDCO Tax-Exempt Bonds  Variable Rate  April 1, 2024   75  

Generation

  Sacramento PV Energy Nonrecourse Debt  Variable Rate  March 12, 2012   2  

ComEd

  First Mortgage Bonds, Series 98  6.15%  March 15, 2012   450  

PECO

  First and Refunding Mortgage Bonds  4.75%  October 1, 2012   225  

PECO

  First and Refunding Mortgage Bonds  4.00%  December 1, 2012   150  

BGE

  Rate Stabilization Bonds  5.72%  April 1, 2016   8  

BGE

  Rate Stabilization Bonds  5.47%  October 1, 2012   55  

BGE

  Medium Term Notes  Variable Rate  June 15, 2012   110  

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.Dividends

Cash dividend payments and distributions during for the year ended December 31, 2014, 20132016, 2015 and 20122014 by Registrant were as follows:

 

   2014   2013   2012 

Exelon (a)

  $1,486    $1,249     1,716  

Generation (a)

   1,066     625     1,626  

ComEd

   307     220     105  

PECO

   320     333     347  

BGE (b)

   13     13     13  
   2016   2015   2014 

Exelon(a)

  $1,166    $1,105    $1,486  

Generation(a)

   922     2,474     1,066  

ComEd

   369     299     307  

PECO

   277     279     320  

BGE(b)

   187     171     13  

Pepco

   136     146     86  

DPL

   54     92     100  

ACE

   63     12     26  

   Successor       Predecessor 
   March 24, 2016
to December 31,
2016
       January 1, 2016
to March 23,
2016
   For the Year
Ended
December 31,
2015
   For the Year
Ended
December 31,
2014
 

PHI

  $273       $—      $275    $272  

 

(a)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, the 2016, 2015, and 2014 activity includes CENG on a fully consolidated basis beginning April 1, 2014. As such, includes $421 million of distributions to EDF in 2014.
(b)Relates toIncludes dividends paid on BGE’s preference stock.

First Quarter 2014 Dividend

On January 28, 2014,Quarterly dividends declared by the Exelon Board of Directors declared aduring the year ended December 31, 2016 and for the first quarter 2014 regular quarterly dividend of $0.31 per share on Exelon’s common stock payable on March 10, 2014, to shareholders of record of Exelon at the end of the day on February 14, 2014.

Second Quarter 2014 Dividend2017 were as follows:

 

On May 6, 2014, the Exelon Board of Directors declared a second quarter 2014 regular quarterly dividend of $0.31 per share on Exelon’s common stock payable on June 10, 2014, to shareholders of record of Exelon at the end of the day on May 16, 2014.

Period

 

Declaration Date

 

Shareholder of Record
Date

 Dividend Payable Date  Cash per Share(a) 

First Quarter 2016

 January 26, 2016 February 12, 2016  March 10, 2016   $0.310  

Second Quarter 2016

 April 26, 2016 May 13, 2016  June 10, 2016   $0.318  

Third Quarter 2016

 July 26, 2016 August 15, 2016  September 9, 2016   $0.318  

Fourth Quarter 2016

 October 25, 2016 November 15, 2016  December 9, 2016   $0.318  

First Quarter 2017

 January 31, 2017 February 15, 2017  March 10, 2017   $0.3275  

 

(a)Exelon’s Board of Directors has approved a dividend policy providing a raise of 2.5% each year for three years, beginning with the June 2016 dividend.

Third Quarter 2014 Dividend

On July 29, 2014, the Exelon Board of Directors declared a third quarter 2014 regular quarterly dividend of $0.31 per share on Exelon’s common stock payable on September 10, 2014 to shareholders of record of Exelon at the end of the day on August 15, 2014.

Fourth Quarter 2014 Dividend

On October 21, 2014, the Exelon Board of Directors declared a fourth quarter 2014 regular quarterly dividend of $0.31 per share on Exelon’s common stock payable on December 10, 2014 to shareholders of record of Exelon at the end of the day on November 14, 2014.

First Quarter 2015 Dividend

On January 27, 2015, the Exelon Board of Directors declared a first quarter 2015 regular quarterly dividend of $0.31 per share on Exelon’s common stock payable on March 10, 2015, to shareholders of record of Exelon at the end of the day on February 13, 2015.

Short-Term Borrowings.Borrowings

Short-term borrowings incurred (repaid) during 2014, 20132016, 2015 and 20122014 by Registrant were as follows:

 

  2014 2013   2012   2016 2015 2014 

Exelon(a)

  $(353 $80   $122  

Generation(a)

  $17   $13    $(52   620    —     17  

ComEd

   120    184     —       (294 (10 120  

BGE

   (15  135     —       (165 90   (15

Other (b)

   —      —       (145
  

 

  

 

   

 

 

Exelon(a)

  $122   $332    $(197
  

 

  

 

   

 

 

Pepco

   (41 (40 (47

DPL

   (105 (1 (41

ACE

   (5 (122 7  

   Successor      Predecessor 
   March 24, 2016
to December 31,
2016
      January 1, 2016
to March 23,
2016
  For the Year
Ended
December 31,
2015
   For the Year
Ended
December 31,
2014
 

PHI

  $(515    $(121 $34    $183  

 

(a)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, thebeginning on April 1, 2014, activity includes CENGCENG’s revenues net of purchased power and fuel expenses are included on a fully consolidated basis beginning April 1, 2014.
(b)Other primarily consists of corporate operations and BSC.basis.

Retirement of Long-Term Debt to Financing Affiliates.Affiliates

There were no retirements of long-term debt to financing affiliates during 2014, 20132016, 2015 and 20122014 by the Registrants.

Contributions from Parent/Member.

Contributions from Parent/Member (Exelon) during 2014, 20132016, 2015 and 20122014 by Registrant were as follows:

 

  2014   2013   2012   2016   2015   2014 

Generation

  $53    $26    $48    $142    $47    $53  

ComEd (a)(b)

   278     176     11     473     209     278  

PECO(b)

   24     27     9     18     16     24  

BGE(b)

   —       —       66     61     7     —    

Pepco(c)

   187     112     80  

DPL(c)

   152     75     130  

ACE(c)

   139     95     —    

   Successor       Predecessor 
   March 24, 2016
to December 31,
2016
       January 1, 2016
to March 23,

2016
   For the Year
Ended
December 31,
2015
   For the Year
Ended
December 31,
2014
 

PHI(b)

  $1,251       $—      $—      $—    

 

(a)In 2014 and 2013, represents indemnification from Exelon in relation to the like-kind exchange transaction. For 2014 , also representsAdditional contributions from Exelonparent or external debt financing may be required as a result of increased capital investment in infrastructure improvements and modernization pursuant to support expanded capital programs.EIMA, transmission upgrades and expansions and Exelon’s agreement to indemnify ComEd for any unfavorableafter-tax impacts associated with ComEd’s LKE tax matter.

(b)Contribution paid by Exelon.
(c)Contribution paid by PHI.

DistributionsPursuant to Noncontrolling Intereststhe orders approving the merger, Exelon made equity contributions of Consolidated VIE.On April 1, 2014, Generation loaned $400$73 million, $46 million and $49 million to CENG,Pepco, DPL and ACE, respectively, in the proceedssecond quarter of which were used2016 to make a distribution to EDFIfund theafter-tax amount of $400 million.the customer bill credit and the customer base rate credit.

Redemptions of Preference Stock.BGE had $190 million of cumulative preference stock that was redeemable at its option at any time after October 1, 2015 for the redemption price of $100 per share, plus accrued and unpaid dividends. On July 3, 2016, BGE redeemed all 400,000 shares of its outstanding 7.125% Cumulative Preference Stock, 1993 Series and all 600,000 shares of its outstanding 6.990% Cumulative Preference Stock, 1995 Series for $100 million, plus accrued and unpaid dividends. On September 18, 2016, BGE redeemed the remaining 500,000 shares of its outstanding 6.970% Cumulative Preference Stock, 1993 Series and the remaining 400,000 shares of its outstanding 6.700% Cumulative Preference Stock, 1993 Series for $90 million, plus accrued and unpaid dividends. As of December 31, 2016, BGE no longer has any preferred stock outstanding. See Note 5—Investment in Constellation Energy Nuclear Group, LLC22—Earnings Per Share of the Combined Notes to Consolidated Financial Statements for additional information on the integration of CENG.further details.

Other

Other.For the year ended December 31, 2014,2016, other financing activities primarily consistedconsists of financing costs associated with the acquisition of PHI, other project financing and various debt issuance costs. See notes 4, 13,Note 14—Debt and 19Credit Agreements of the Combined Notes to Consolidated Financial Statements’ for additional information.

Credit Matters

Market Conditions

The Registrants fund liquidity needs for capital investment, working capital, energy hedging and other financial commitments through cash flows from continuing operations, public debt offerings, commercial paper markets and large, diversified credit facilities. The credit facilities include $8.5$9.5 billion in aggregate total commitments of which $7.3$7.9 billion was available as of December 31, 2014,2016, and of which no financial institution has more than 8%7% of the aggregate commitments for Exelon, Generation, ComEd, PECO, BGE, Pepco, DPL and BGE.ACE. The Registrants had access to the commercial paper market during 20142016 to fund their short-term liquidity needs, when necessary. 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 have continued to 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 FactorsRISK FACTORS for further 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. If Generation lost its investment grade credit rating as of December 31, 2014,2016, it would have been required to provide incremental collateral of $2.4$1.9 billion ofto meet collateral obligations for derivatives,non-derivatives, normal purchase normal sales contracts and applicable payables and receivables, net of the contractual right of offset under master netting agreements, which is well within its current available credit facility capacities of $4.6$4.2 billion. If ComEd lost its investment grade credit ratings as of December 31, 2014, it

The following table presents the incremental collateral that each Utility Registrant would have been required to provide incremental collateral of $14 million, which is well within its current available credit facility capacity of $998 million. If PECOin the event each utility registrant lost its investment grade credit rating as ofat December 31, 2014 it would not be required to provide collateral pursuant to PJM’s credit policy2016 and could have been required to provide collateral of $36 million related to its natural gas procurement contracts, which, in the aggregate, are well within PECO’s current available credit facility capacity of $599 million. If BGE lost its investment grade credit rating as ofprior to any incremental collateral at December 31, 2014 it would have been required to provide collateral of $2 million pursuant to PJM’s credit policy and could have been required to provide collateral of $79 million related to its natural gas procurement contracts, which, in the aggregate, are well within BGE’s current available credit facility capacity of $600 million.2016:

 

   PJM Credit
Policy
Collateral
   Other Incremental
Collateral Required (a)
   Available Credit Facility
Capacity Prior to Any
Incremental Collateral
 

ComEd

  $19    $—      $998  

PECO

   2     31     598  

BGE

   2     62     600  

Pepco

   —       —       300  

DPL

   3     10     300  

ACE

   —       —       299  

(a)Represents incremental collateral related to natural gas procurement contracts.

Exelon Credit Facilities

Exelon, ComEd and BGE meet their short-term liquidity requirements primarily through the issuance of commercial paper. Generation and PECO meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the intercompany money pool. PHI meets its short-term liquidity requirements primarily through the issuance of short-term notes and the Exelon intercompany money pool. Pepco, DPL and ACE meet their short-term liquidity requirements primarily through the issuance of commercial paper and short-term notes. 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 13—14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for discussion of the Registrants’ credit facilities and short term borrowing activity.

Other Credit Matters

Capital Structure.Structure. At December 31, 2014,2016, the capital structures of the Registrants consisted of the following:

 

  Exelon Generation ComEd PECO BGE   Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE 

Long-term debt

   46  30  42  41  36   54  36  44  42  42  41  50  50  53

Long-term debt to affiliates (a)

   1  7  1  3  5   1  4  1  3  5  —    —    —    —  

Common equity

   52  —      55  56  53   43  —    55  55  52  —      50  50  47

Member’s equity

   —      63  —      —      —       —    57  —    —    —    55  —      —      —    

Preference Stock

   —      —      —      —      4   —    —    —    —    —      —    —    —    —  

Commercial paper and notes payable

   1  —      2  —      2   2  3  —      —    1  4  —    —    —  

 

(a)Includes approximately $648$641 million, $206$205 million, $184 million and $258$252 million owed to unconsolidated affiliates of Exelon, ComEd, PECO and BGE respectively. These special purpose entities were created for the sole purposes of issuing mandatorily redeemable trust preferred securities of ComEd, PECO and BGE. See Note 2—Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information regarding the authoritative guidance for VIEs.

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 collateral. See Note 13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on collateral provisions.

Intercompany Money Pool.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 operatesand PHI operate an intercompany money pool. Maximum amounts contributed to and borrowed from the money pool by participants during the year ended December 31, 2014, in addition toparticipant and the net contribution or borrowing as of December 31, 2014,2016, are presented in the following table:tables:

 

  Maximum
Contributed
   Maximum
Borrowed
   December 31, 2014
Contributed
(Borrowed)
 
Exelon Intercompany Money Pool  For the Year Ended
December 31, 2016
   As of
December 31,
2016
 

Contributed (borrowed)

  Maximum
Contributed
   Maximum
Borrowed
   Contributed
(Borrowed)
 

Exelon Corporate

  $1,534    $—      $88  

Generation

  $84    $573    $—       —       1,292     (55

PECO

   129     35     —       395     —       131  

BSC

   15     360     (261   —       387     (219

Exelon Corporate

   780     N/A     261  

PHI Corporate (a)

   —       53     —    

PCI (a)

   63     —       55  

 

(a)As a result of the merger, PHI Corporate and PCI began to participate in the Exelon Intercompany Money Pool effective March 24, 2016.

PHI Intercompany Money Pool  For the Year Ended
December 31, 2016
   As of
December 31,
2016
 

Contributed (borrowed)

  Maximum
Contributed
   Maximum
Borrowed
   Contributed
(Borrowed)
 

PHI Corporate

  $152    $—      $—    

Pepco

   —       —       —    

DPL

   —       —       —    

ACE

   —       —       —    

PHISCO

   26     152     —    

Investments in Nuclear Decommissioning Trust Funds. Exelon, Generation and CENG maintain trust funds, as required by the NRC, to fund certain costs of decommissioning nuclear plants. The mix of securities in the trust funds is designed to provide returns to be used to fund decommissioning and to offset inflationary increases in decommissioning costs. Generation actively monitors the investment performance of the trust funds and periodically reviews asset allocations in accordance with Generation’s NDT fund investment policy. Generation’s and CENG’s investment policies establishesestablish limits on the concentration of holdings in any one company and also in any one industry. See Note 15—16—Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for further information regarding the trust funds, the NRC’s minimum funding requirements and related liquidity ramifications.

Shelf Registration Statements. The Registrants maintainExelon, Generation, ComEd, PECO, BGE, Pepco and DPL have a currently effective combined shelf registration statement unlimited in amount, filed with the SEC.SEC, that will expire in August 2019. The ability of each Registrant to sell securities off the shelf registration statement or 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, the current financial condition of the Registrant, its securities ratings and market conditions.

Regulatory Authorizations. The issuance byGeneration, ComEd, PECO, BGE, Pepco, DPL and BGE of long-term debt or equity securities requires the prior authorization of the ICC, PAPUCACE are required to obtain short-term and MDPSC, respectively. ComEd, PECO and BGE normally obtain the required approvals on a periodic basis to cover their anticipated financing needs for a period of time or in connection with a specific financing. As of December 31, 2014, ComEd had $702 million available in long-term debt refinancing authority and

$943 million available in new money long-term debt financing authority from the ICC. During the fourth quarter of 2014, ComEd requested an extension of the expiration date of the refinancing authority fromthe ICC. In January 2015, the ICC approved the extension of the refinancing authority, which now expires on February 27, 2017. As of December 31, 2014, PECO had $1.1 billion available in long-term debt financing authority from the PAPUC. As of December 31, 2014, BGE had $1.4 billion available in long-term financing authority from MDPSC.Federal and State Commissions as follows:

 

FERC has financing jurisdiction over ComEd’s, PECO’s and BGE’s short-term financings and all of Generation’s financings. As of December 31, 2014, ComEd, PECO had BGE had short-term financing authority from FERC, which expires on December 31, 2015, of $2.5 billion, $2.5 billion and $700 million, respectively. Generation currently has blanket financing authority it received from FERC in connection with its market-based rate authority. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

  Short-term Financing Authority (a)  Long-term Financing Authority 
 Commission Expiration Date Amount
(in millions)
  Commission Expiration Date Amount
(in millions)
 

ComEd (b)

 FERC December 31, 2017 $2,500   ICC 2019 $2,383  

PECO

 FERC December 31, 2017  1,500   PAPUC December 31, 2018  1,600  

BGE (c)

 FERC December 31, 2017  700   MDPSC N/A  —    

Pepco

 FERC June 30, 2018  500   MDPSC /
DCPSC
 September 25, 2017  550  

DPL

 FERC June 30, 2018  500   MDPSC /
DPSC
 December 31, 2017  125  

ACE

 NJBPU January 1, 2018  350   NJBPU December 31, 2017  300  

 

(a)Generation currently has blanket financing authority it received from FERC in connection with its market-based rate authority.
(b)ComEd had $1,565 million available in long-term debt refinancing authority and $818 million available in new money long term debt financing authority from the ICC as of December 31, 2016 and has an expiration date of June 1, 2019 and March 1, 2019, respectively.
(c)In December 2016, BGE filed an application for $1 billion of long term financing authority with the MDPSC.

Exelon’s ability to pay dividends 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. The Federal Power Act declares it to be unlawful for any officer or director of any public utility “to participate in the making or paying of any dividends of such public utility from any funds properly included in capital account.” In addition, under Illinois law, ComEd may not pay any dividend on its stock, unless, among other things, its earnings and earned surplus are sufficient to declare and pay a dividend after provision is made for reasonable and proper reserves, or unless ComEd has specific authorization from the ICC. BGE is subject to certain dividend restrictions established by the MDPSC. First, BGE iswas prohibited from paying a dividend on its common shares through the end of 2014. Second, BGE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, BGE’s equity ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade. Finally, BGE must notify the MDPSC that it intends to declare a dividend on its common shares at least 30 days before such a dividend is paid. There are no other limitations on BGE paying common stock dividends unless: (1)unless BGE elects to defer interest payments on the 6.20% Deferrable Interest Subordinated Debentures due 2043, and any deferred interest remains unpaid;unpaid. Pepco, DPL and ACE are subject to certain dividend restrictions established by settlements approved in NJ, DE, MD and the DC. Pepco, DPL and ACE are prohibited from paying a dividend on their common shares if (a) after the dividend payment, Pepco’s, DPL’s or (2) any dividends (and any redemption payments) due on BGE’s preference stock have not been paid.ACE’s equity ratio would be below 48% as equity levels are calculated under the ratemaking precedents of the Commissions and the Board or (b) Pepco’s, DPL’s or ACE’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. At December 31, 2014,2016, Exelon had retained earnings of $10,910$12,030 million, including Generation’s undistributed earnings of $3,803$2,275 million, ComEd’s retained earnings of $851$987 million consisting of retained earnings appropriated for future dividends of $2,490$2,626 million partially offset by $1,639 million of unappropriated retained deficit, PECO’s retained earnings of $681$941 million and BGE’s retained earnings $1,203$1,427 million. At December 31, 2016, Pepco had retained earnings of $991 million, DPL had retained earnings of $562 million and ACE had retained earnings of $122 million. See Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding fund transfer restrictions.

Contractual Obligations

The following tables summarize the Registrants’ future estimated cash payments as of December 31, 20142016 under existing contractual obligations, including payments due by period. See Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for information regarding the Registrants’ commercial and other commitments, representing commitments potentially triggered by future events.

Exelon

 

      Payment due within               Payment due within     
  Total   2015   2016-
2017
   2018-
2019
   Due 2020
and beyond
   All
Other
   Total   2017   2018-
2019
   2020-
2021
   Due 2022
and beyond
 

Long-term debt (a)

  $21,372    $1,736    $3,661    $2,387    $13,588    $—      $33,959    $2,430    $2,751    $5,705    $23,073  

Interest payments on long-term debt (b)

   13,105     922     1,755     1,435     8,993     —       16,368     1,432     2,680     2,361     9,895  

Liability and interest for uncertain tax positions (c)

   779     —       —       —       —       779     150     150     —       —       —    

Capital leases

   32     3     8     9     12     —       69     17     38     6     8  

Operating leases (d)

   1,158     99     204     156     699     —       1,726     183     302     273     968  

Purchase power obligations (e)

   2,084     590     884     295     315     —       1,502     508     626     148     220  

Fuel purchase agreements (f)

   10,020     1,661     2,555     2,048     3,756     —       7,693     1,297     2,165     1,501     2,730  

Electric supply procurement (f)

   1,510     1,057     453     —       —       —       3,632     2,261     1,357     14     —    

AEC purchase commitments (f)

   8     1     2     2     3     —       6     1     3     2     —    

Curtailment services commitments (f)

   115     40     63     12     —       —       148     61     80     7     —    

Long-term renewable energy and REC commitments (g)

   1,516     75     152     162     1,127     —       1,517     107     213     225     972  

Other purchase obligations(h)

   894     336     408     66     84     —       7,739     5,426     1,292     517     504  

Construction commitments(i)

   1,143     43     1,100     —       —       —       317     276     41     —       —    

PJM regional transmission expansion commitments (j)

   786     259     414     113     —       —       617     280     301     36     —    

Spent nuclear fuel obligation(k)

   1,021     —       —       —       1,021     —    

SNF obligation(k)

   1,024     —       —       —       1,024  

Pension minimum funding requirement (l)

   1,892     447     782     424     239     —       3,899     596     1,073     899     1,331  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total contractual obligations

  $57,435    $7,269    $12,441    $7,109    $29,837    $779    $80,366    $15,025    $12,922    $11,694    $40,725  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(a)Includes $648 million due after 20202022 to ComEd, PECO and BGE financing trusts.
(b)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 20142016 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, 2014.2016. Includes estimated interest payments due to ComEd, PECO, BGE, PHI, Pepco, DPL and BGEACE financing trusts.
(c)AsWhile the final calculation of December 31, 2014, Exelon’s liability for uncertain tax, positions and related interest payable was $469 million and $310 million, respectively. Exelon was unable to reasonably estimate the timing of liabilitypenalties and interest payments and receipts in individual years beyond 12 monthshas not yet been finalized by the IRS, Exelon estimates that a payment of approximately $1.4 billion related to the like-kind exchange will be due to uncertainties in the timingsecond quarter of 2017. Exelon deposited with the effective settlementIRS approximately $1.25 billion in October of tax positions. Exelon has other unrecognized tax positions2016 and expects that were not recorded on the Consolidated Balance Sheetapproximately $150 million remaining will be paid in accordance with authoritative guidance. See Note 14—Income Taxesthe second quarter of the Combined Notes to Consolidated Financial Statements for further information regarding unrecognized tax positions.2017.
(d)Excludes PPAs and other capacity contracts that are accounted for asGeneration’s contingent operating leases.lease payments associated with contracted generation agreements. These amounts are included within purchase power obligations. Includes estimated cash payments for service fees related to PECO’s meter reading operating lease.
(e)

Purchase power obligations include PPAs and other capacity contracts including those that are accounted for ascontingent operating leases.lease payments associated with contracted generation agreements. Amounts presented represent Generation’s expected payments under these arrangements at December 31, 2014,2016, including those related to CENG. Expected payments include certain fixed capacity charges which may be reduced based on plant availability. Expected payments exclude renewable PPA contracts that are contingent in nature. These obligations do not include ComEd’s SFCs as these contracts do not require purchases of fixed or minimum quantities. See Notes 3—Regulatory Matters and 22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.

(f)Represents commitments to purchase nuclear fuel, natural gas and related transportation, storage capacity and services, procure electric supply, and purchase AECs and curtailment services. See Note 22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for electric and gas purchase commitments.
(g)Primarily related to ComEd20-year contracts for renewable energy and RECs beginning in June 2012. ComEd is permitted to recover its renewable energy and REC costs from retail customers with nomark-up. The commitments represent the maximum settlements with suppliers for renewable energy and RECs under the existing contract terms. See Note 3—Regulatory Matters of Combined Notes to Consolidated Financial Statements for additional information.

(h)Represents commitments for services, materials, information technology, smart meter installation and commitments related to assets-held-for-sale. See Note 22—Commitments and Contingenciesthe future estimated value at December 31, 2016 of the Combined Notescash flows associated with all contracts, both cancellable andnon-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to Consolidated Financial Statements for additional information.significant variability from period to period.
(i)Represents commitments for Generation’s ongoing investments in renewables development, new natural gas and biomass generation construction. See Note 22—Commitments and ContingenciesAmount includes $139 million of remaining commitments related to the Combined Notesconstruction of new combined-cycle gas turbine units in Texas. Achievement of commercial operations related to Consolidated Financial Statements.this project is expected in 2017.
(j)Under their operating agreements with PJM, ComEd, PECO, BGE, Pepco, DPL and BGEACE are committed to the construction of transmission facilities to maintain system reliability. These amounts represent ComEd’s, PECO’sComEd, PECO, BGE, Pepco, DPL and BGE’sACE’s expected portion of the costs to pay for the completion of the required construction projects. See Note 3—Regulatory Matters of Combined Notes to Consolidated Financial Statements for additional information.
(k)See Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for further information regarding spent nuclear fuelSNF obligations.
(l)These amounts represent Exelon’s expected contributions to its qualified pension plans. For Exelon’s largest qualified pension plan, theThe projected contributions reflect a funding strategy for the legacy Exelon, CEG and CENG plans of contributing the greater of $250 million until the plan isqualified plans are fully funded on an accumulated benefit obligation basis, and the minimum amounts under ERISA to avoid benefit restrictions andat-risk status thereafter. The remaining qualified pension plans’ contributions are generally based on the estimated minimum pension contributions required under ERISA and the Pension Protection Act of 2006, as well as contributions necessary to avoid benefit restrictions andat-risk status. These amounts represent estimates that are based on assumptions that are subject to change. The minimum required contributions for years after 20202022 are not included. See Note 16—17—Retirement Benefits of the Combined Notes to Consolidated Financial Statements for further information regarding estimated future pension benefit payments.

Generation

 

       Payment due within         
   Total   2015   2016-
2017
   2018-
2019
   Due 2020
and beyond
   All
Other
 

Long-term debt

  $8,110    $601    $701    $747    $6,061    $—    

Interest payments on long-term debt (a)

   5,392     391     772     683     3,546     —    

Liability and interest for uncertain tax benefits (b)

   58     —       —       —       —       58  

Capital leases

   24     3     8     9     4     —    

Operating leases (c)

   899     51     120   �� 100     628     —    

Purchase power obligations (d)

   2,084     590     884     295     315     —    

Fuel purchase agreements (e)

   8,981     1,404     2,243     1,889     3,445     —    

Other purchase obligations(f)

   396     163     109     54     70     —    

Construction commitments(g)

   1,143     43     1,100     —       —       —    

Spent nuclear fuel obligation(h)

   1,021     —       —       —       1,021     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total contractual obligations

  $28,108    $3,246    $5,937    $3,777    $15,090    $58  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       Payment due within     
   Total   2017   2018-
2019
   2020-
2021
   Due 2022
and beyond
 

Long-term debt

  $9,208    $1,117    $710    $2,800    $4,581  

Interest payments on long-term debt(a)

   5,086     383     752     574     3,377  

Capital leases

   22     5     11     6     —    

Operating leases(b)

   914     70     105     95     644  

Purchase power obligations(c)

   1,502     508     626     148     220  

Fuel purchase agreements(d)

   6,510     1,057     1,825     1,296     2,332  

Other purchase obligations(e)

   1,828     1,111     296     115     306  

Construction commitments(f)

   317     276     41     —       —    

SNF obligation(g)

   1,024     —       —       —       1,024  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total contractual obligations

  $26,411    $4,527    $4,366    $5,034    $12,484  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 20142016 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, 2014.2016.
(b)As of December 31, 2014,Excludes Generation’s liability for uncertain tax positions and related interest receivable was $98 million and $40 million, respectively. Generation was unable to reasonably estimate the timing of liability and interestcontingent operating lease payments in individual years beyond 12 months due to uncertainties in the timing of the effective settlement of tax positions.
(c)Excludes PPAs and other capacity contracts that are accounted for as operating leases.associated with contracted generation agreements. These amounts are included within purchase power obligations.
(d)(c)Purchase power obligations include PPAs and other capacity contracts including those that are accounted for ascontingent operating leases.lease payments associated with contracted generation agreements. Amounts presented represent Generation’s expected payments under these arrangements at December 31, 2014.2016, including those related to CENG. Expected payments include certain fixed capacity charges which may be reduced based on plant availability. Expected payments exclude renewable PPA contracts that are contingent in nature. See Note 22—Commitments
(d)Represents commitments to purchase fuel supplies for nuclear and Contingencies of the Combined Notes to Consolidated Financial Statements.fossil generation.

(e)Represents the future estimated value at December 31, 2016 of the cash flows associated with all contracts, both cancellable andnon-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
(f)Represents commitments for Generation’s ongoing investments in new natural gas and biomass generation construction. Amount includes $139 million of remaining commitments related to the construction of new combined-cycle gas turbine units in Texas. Achievement of commercial operations related to this project is expected in 2017.
(g)See Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for further information regarding fuel purchase agreements.
(f)Represents commitments for services, materials, information technology and commitments related to assets-held-for-sale. See Note 22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.
(g)See Note 22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for further information regarding Generation’s ongoing investments in renewables development, new natural gas and biomass generation construction.
(h)See Note 22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for further information regarding spent nuclear fuelSNF obligations.

ComEd

 

      Payment due within            Payment due within   
  Total   2015   2016-
2017
   2018-
2019
   Due 2020
and beyond
   All
Other
  Total 2017 2018-
2019
 2020-
2021
 Due 2022
and beyond
 

Long-term debt (a)

  $6,175    $260    $1,090    $1,140    $3,685    $—     $7,307   $425   $1,140   $850   $4,892  

Interest payments on long-term debt (b)

   3,882     292     536     379     2,675     —     4,400   283   473   421   3,223  

Liability and interest for uncertain tax positions (c)

   385     —       —       —       —       385   300   300    —      —      —    

Capital leases

   8     —       —       —       8     —     8    —      —      —     8  

Operating leases

   45     14     21     8     2     —     29   11   12   6    —    

Electric supply procurement

   620     329     291     —       —       —     733   461   272    —      —    

Long-term renewable energy and associated REC commitments (d)

   1,517     75     153     162     1,127     —    

Long-term renewable energy and REC commitments (d)

 1,375   80   156   167   972  

Other purchase obligations(e)

   148     63     78     2     5     —     830   692   102   32   4  

PJM regional transmission expansion commitments (f)

   335     150     177     8     —       —     97   64   33    —      —    
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total contractual obligations

  $13,115    $1,183    $2,346    $1,699    $7,502    $385   $15,079   $2,316   $2,188   $1,476   $9,099  
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)Includes $206 million due after 20202022 to a ComEd financing trust.
(b)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 20142016 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, 2014.2016. Includes estimated interest payments due to the ComEd financing trust.
(c)AsWhile the final calculation of December 31, 2014, ComEd’s liability for uncertain tax, positions and related interest payable was $182 million and $203 million respectively. ComEd was unable to reasonably estimate the timing of liabilitypenalties and interest payments in individual years beyond 12 monthshas not yet been finalized by the IRS, Exelon estimates that a payment of approximately $1.4 billion related to the like-kind exchange will be due, to uncertaintiesincluding $300 million from ComEd, in the timingsecond quarter of the effective settlement of tax positions.2017.
(d)Primarily related to ComEd20-year contracts for renewable energy and RECs beginning in June 2012. ComEd is permitted to recover its renewable energy and REC costs from retail customers with nomark-up. The commitments represent the maximum settlements with suppliers for renewable energy and RECs under the existing contract terms. See Note 3—Regulatory Matters of Combined Notes to Consolidated Financial Statements for additional information.
(e)Represents commitments for services, materials, information technology, and smart meter installation. See Note 22—Commitments and Contingenciesthe future estimated value at December 31, 2016 of the Combined Notescash flows associated with all contracts, both cancellable andnon-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to Consolidated Financial Statements for additional information.significant variability from period to period.
(f)Under its operating agreement with PJM, ComEd is committed to the construction of transmission facilities to maintain system reliability. These amounts represent ComEd’s expected portion of the costs to pay for the completion of the required construction projects. See Note 3—Regulatory Matters of Combined Notes to Consolidated Financial Statements for additional information.

PECO

 

      Payment due within               Payment due within     
  Total   2015   2016-
2017
   2018-
2019
   Due 2020
and beyond
   All
Other
   Total   2017   2018-
2019
   2020-
2021
   Due 2022
and beyond
 

Long-term debt (a)

  $2,434    $—      $300    $500    $1,634    $—      $2,784    $—      $500    $300    $1,984  

Interest payments on long-term debt (b)

   1,773     107     210     158     1,298     —       1,679     120     190     185     1,184  

Operating leases(c)

   14     3     6     5     —       —       18     3     7     8     —    

Fuel purchase agreements (c)(d)

   428     146     163     48     71     —       327     99     144     37     47  

Electric supply procurement (c)(d)

   609     527     82     —       —       —       481     397     84     —       —    

AEC purchase commitments (c)(d)

   13     2     4     4     3     —       8     2     4     2     —    

Other purchase obligations(d)(e)

   7     3     4     —       —       —       418     216     126     73     3  

PJM regional transmission expansion commitments (e)(f)

   100     32     56     12     —       —       34     14     17     3     —    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total contractual obligations

  $5,378    $820    $825    $727    $3,006    $—      $5,749    $851    $1,072    $608    $3,218  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(a)Includes $184 million due after 20202022 to PECO financing trusts.
(b)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 20132016 and do not reflect anticipated future refinancing, early redemptions or debt issuances.
(c)Includes estimated cash payments for service fees related to PECO’s meter reading operating lease.

(d)Represents commitments to purchase natural gas and related transportation, storage capacity and services, procure electric supply, and purchase AECs. See Note 22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.
(d)Represents commitments for services, materials, information technology, and smart meter installation. See Note 22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.
(e)Represents the future estimated value at December 31, 2016 of the cash flows associated with all contracts, both cancellable andnon-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
(f)Under its operating agreement with PJM, PECO is committed to the construction of transmission facilities to maintain system reliability. These amounts represent PECO’s expected portion of the costs to pay for the completion of the required construction projects. See Note 3—Regulatory Matters of Combined Notes to Consolidated Financial Statements for additional information.

BGE

 

       Payment due within         
   Total   2015   2016-
2017
   2018-
2019
   Due 2020
and beyond
   All
Other
 

Long-term debt (a)

  $2,203    $75    $420    $—      $1,708    $—    

Interest payments on long-term debt (b)

   1,477     104     181     159     1,033     —    

Liability and interest for uncertain tax positions (c)

   1     —       —       —       —       1  

Operating leases

   77     13     21     16     27     —    

Fuel purchase agreements (d)

   611     111     149     111     240     —    

Electric supply procurement (d)

   1,315     779     536     —       —       —    

Curtailment services commitments (d)

   115     40     63     12     —       —    

Other purchase obligations(e)

   343     107     217     10     9     —    

PJM regional transmission expansion commitments (f)

   351     77     181     93     —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total contractual obligations

  $6,493    $1,306    $1,768    $401    $3,017    $1  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       Payment due within     
   Total   2017   2018-
2019
   2020-
2021
   Due 2022
and beyond
 

Long-term debt(a)

  $2,599    $41    $—      $300    $2,258  

Interest payments on long-term debt(b)

   2,247     118     235     234     1,660  

Operating leases

   199     32     68     66     33  

Fuel purchase agreements(c)

   599     114     139     110     236  

Electric supply procurement(c)

   1,228     758     470     —       —    

Curtailment services commitments(c)

   63     30     31     2     —    

Other purchase obligations(d)

   851     633     132     85     1  

PJM regional transmission expansion commitments(e)

   226     113     99     14     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total contractual obligations

  $8,012    $1,839    $1,174    $811    $4,188  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)Includes $258 million due after 20202022 to the BGE financing trusts.
(b)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 20142016 and do not reflect anticipated future refinancing, early redemptions or debt issuances.
(c)As of December 31, 2014, BGE’s liability for interest payable was $1 million. BGE was unable to reasonably estimate the timing of liability and interest payments in individual years beyond 12 months due to uncertainties in the timing of the effective settlement of tax positions.
(d)Represents commitments to purchase natural gas and related transportation, storage capacity and services, procure electric supply, and curtailment services. See Note 22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.

(e)Represents commitments for services, materials, information technology, and smart meter installation. See Note 22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.
(f)(d)Represents the future estimated value at December 31, 2016 of the cash flows associated with all contracts, both cancellable andnon-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
(e)Under its operating agreement with PJM, BGE is committed to the construction of transmission facilities to maintain system reliability. These amounts represent BGE’s expected portion of the costs to pay for the completion of the required construction projects. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements.

PHI

     Payment due within    
  Total  2017  2018-
2019
  2020-
2021
  Due 2022
and beyond
 

Long-term debt

 $5,157   $251   $403   $255   $4,248  

Interest payments on long-term debt(a)

  1,329    244    461    424    200  

Capital leases

  39    12    27    —      —    

Operating leases

  418    50    85    72    211  

Fuel purchase agreements(b)

  257    27    57    58    115  

Long-term renewable energy and REC commitments (b)

  143    28    57    58    —    

Electric supply procurement(b)

  2,017    1,171    832    14    —    

Curtailment services commitments(b)

  85    31    49    5    —    

Other purchase obligations(c)

  3,017    2,394    441    84    98  

PJM regional transmission expansion commitments(d)

  260    89    152    19    —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total contractual obligations

 $12,722   $4,297   $2,564   $989   $4,872  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(a)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2016 and do not reflect anticipated future refinancing, early redemptions or debt issuances.
(b)Represents commitments to purchase natural gas and related transportation, storage capacity and services, procure electric supply, and curtailment services.
(c)Represents the future estimated value at December 31, 2016 of the cash flows associated with all contracts, both cancellable andnon-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
(d)Under its operating agreement with PJM, PHI is committed to the construction of transmission facilities to maintain system reliability. These amounts represent PHI’s expected portion of the costs to pay for the completion of the required construction projects. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements.

Pepco

       Payment due within     
   Total   2017   2018-
2019
   2020-
2021
   Due 2022
and beyond
 

Long-term debt

  $2,381    $16    $137    $2    $2,226  

Interest payments on long-term debt(a)

   695     121     237     228     109  

Capital leases

   39     12     27     —       —    

Operating leases

   32     7     11     7     7  

Electric supply procurement(b)

   838     510     328     —       —    

Curtailment services commitments(b)

   36     19     17     —       —    

Other purchase obligations(c)

   1,345     1,165     164     8     8  

PJM regional transmission expansion commitments(d)

   104     6     79     19     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total contractual obligations

  $5,470    $1,856    $1,000    $264    $2,350  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2016 and do not reflect anticipated future refinancing, early redemptions or debt issuances.
(b)Represents commitments to purchase procure electric supply and curtailment services.
(c)Represents the future estimated value at December 31, 2016 of the cash flows associated with all contracts, both cancellable andnon-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
(d)Under its operating agreement with PJM, Pepco is committed to the construction of transmission facilities to maintain system reliability. These amounts represent Pepco’s expected portion of the costs to pay for the completion of the required construction projects. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements.

DPL

       Payment due within     
   Total   2017   2018-
2019
   2020-
2021
   Due 2022
and beyond
 

Long-term debt

  $1,348    $119    $16    $—      $1,213  

Interest payments on long-term debt(a)

   291     49     98     96     48  

Operating leases

   110     13     24     19     54  

Fuel purchase agreements(b)

   257     27     57     58     115  

Long-term renewable energy and associated REC commitments(b)

   143     28     57     58     —    

Electric supply procurement(b)

   627     334     279     14     —    

Curtailment services commitments(b)

   40     10     26     4     —    

Other purchase obligations(c)

   897     568     175     69     85  

PJM regional transmission expansion commitments(d)

   63     47     16     —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total contractual obligations

  $3,776    $1,195    $748    $318    $1,515  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2016 and do not reflect anticipated future refinancing, early redemptions or debt issuances.
(b)Represents commitments to purchase natural gas and related transportation, storage capacity and services, procure electric renewable energy and RECs, procure electric supply, and curtailment services.
(c)Represents the future estimated value at December 31, 2016 of the cash flows associated with all contracts, both cancellable andnon-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
(d)Under its operating agreement with PJM, DPL is committed to the construction of transmission facilities to maintain system reliability. These amounts represent DPL’s expected portion of the costs to pay for the completion of the required construction projects. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements.

ACE

       Payment due within     
   Total   2017   2018-
2019
   2020-
2021
   Due 2022
and beyond
 

Long-term debt

  $1,162    $35    $250    $253    $624  

Interest payments on long-term debt(a)

   259     60     98     72     29  

Operating leases

   54     8     15     11     20  

Electric supply procurement(b)

   552     327     225     —       —    

Curtailment services commitments(b)

   9     2     6     1     —    

Other purchase obligations(c)

   514     432     76     3     3  

PJM regional transmission expansion commitments(d)

   93     36     57     —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total contractual obligations

  $2,643    $900    $727    $340    $676  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2016 and do not reflect anticipated future refinancing, early redemptions or debt issuances.
(b)Represents commitments to procure electric supply and curtailment services.
(c)Represents the future estimated value at December 31, 2016 of the cash flows associated with all contracts, both cancellable andnon-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
(d)Under its operating agreement with PJM, ACE is committed to the construction of transmission facilities to maintain system reliability. These amounts represent ACE’s expected portion of the costs to pay for the completion of the required construction projects. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements.

See Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for discussion of the Registrants’ other commitments potentially triggered by future events.

For additional information regarding:

 

commercial paper, see Note 13—14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements.

 

long-term debt, see Note 13—14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements.

 

liabilities related to uncertain tax positions, see Note 14—15—Income Taxes of the Combined Notes to Consolidated Financial Statements.

 

capital lease obligations, see Note 13—14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements.

 

operating leases energy commitments, fuel purchase agreements, construction commitments and rate relief commitments, see Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.

the nuclear decommissioning and SNF obligations, see Notes 15—16—Asset Retirement Obligations and 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.

 

regulatory commitments, see Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements.

 

variable interest entities, see Note 2—Variable Interest Entities of the Combined Notes to Consolidated Financial Statements.

 

nuclear insurance, see Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.

 

new accounting pronouncements, see Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Registrants are exposed to market risks associated with adverse changes in commodity prices, counterparty credit, interest rates and equity prices. Exelon’s RMC approves risk management policies and objectives for risk assessment, control and valuation, counterparty credit approval, and the monitoring and reporting of risk exposures. The RMC is chaired by the chief executive officer and includes the chief risk officer, chief strategy officer, chief executive officer of Exelon Utilities, chief commercial officer, chief financial officer and chief executive officer of Constellation. The RMC reports to the Finance and Risk Committee of the Exelon Board of Directors on the scope of the risk management activities.

Commodity Price Risk (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Commodity price risk is associated with price movements resulting from changes in supply and demand, fuel costs, market liquidity, weather conditions, governmental regulatory and environmental policies, and other factors. To the extent the amount of energy Exelon generates differs from the amount of energy it has contracted to sell, Exelon has price risk from commodity price movements. Exelon seeks to mitigate its commodity price risk through the sale and purchase of electricity, fossil fuel and other commodities.

Generation

Normal Operations and Hedging Activities. Electricity available from Generation’s owned or contracted generation supply in excess of Generation’s obligations to customers, including portions of ComEd’s, PECO’s and BGE’sthe Utility Registrants’ retail load, is sold into the wholesale markets. To reduce price risk caused by market fluctuations, Generation enters intonon-derivative contracts as well as derivative contracts, including forwards, futures, swaps, and options, with approved counterparties to hedge anticipated exposures. Generation believes these instruments represent economic hedges that mitigate exposure to fluctuations in commodity prices. Generation expects the settlement of the majority of its economic hedges will occur during 20152017 through 2017.

2019.

In general, increases and decreases in forward market prices have a positive and negative impact, respectively, on Generation’s owned and contracted generation positions which have not been hedged. Generation hedgesExelon’s hedging program involves the hedging of commodity risk for Exelon’s expected generation, typically on a ratable basis over the three years leading to the spot market.a three-year period. As of December 31, 2014,2016, the percentageproportion of expected generation hedged is91%-94%,56%-59% and28%-31%for the major reportable segments was 93%-96%, 61%-64%2017, 2018 and 31%-34% for 2015, 2016 and 2017,2019, respectively. The percentage of expected generation hedged is the amount of equivalent sales divided by the expected generation (which reflects the divestiture impact of Quail Run).generation. Expected generation is the volume of energy that best represents

our commodity position in energy markets from owned or contracted for capacitygenerating facilities based upon a simulated dispatch model that makes assumptions regarding future market conditions, which are calibrated to market quotes for power, fuel, load following products, and options. Equivalent sales represent all hedging products, which include economic hedges and certainnon-derivative contracts including Generation’s sales to ComEd, PECO and BGEthe Utility Registrants to serve their retail load. See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for more detail regarding divestitures.

A portion of Generation’s hedging strategy may be accomplished with fuel products based on assumed correlations between power and fuel prices, which routinely change in the market. Market price risk exposure is the risk of a change in the value of unhedged positions. The forecasted market price risk exposure for Generation’s entire non-tradingnon-proprietary trading portfolio associated with a $5 reduction in the annual averagearound-the-clock energy price based on December 31, 2014,2016 market conditions and hedged position would be a decreasedecreases inpre-tax net income of approximately $10$65 million, $350$410 million and $670$685 million, respectively, for 2015, 20162017, 2018 and 2017.2019. Power price sensitivities are derived by

adjusting power price assumptions while keeping all other price inputs constant. Generation expects to actively manage its portfolio to mitigate market price risk exposure for its unhedged position. Actual results could differ depending on the specific timing of, and markets affected by, price changes, as well as future changes in Generation’s portfolio.

Proprietary Trading Activities. Generation also enters into certain energy-related derivatives for proprietary trading purposes. Proprietary trading includes all contracts entered into with the intent of benefiting from shifts or changes in market prices as opposed to those entered into with the intent of hedging or managing risk. Proprietary trading activities are subject to limits established by Exelon’s RMC. The proprietary trading portfolio is subject to a risk management policy that includes stringent risk management limits, including volume, stop loss andValue-at-Risk (VaR) limits to manage exposure to market risk. Additionally, the Exelon risk management group and Exelon’s RMC monitor the financial risks of the proprietary trading activities. The proprietary trading activities, which included physical volumes of 10,5716,179 GWh, 8,7627,310 GWh, and 12,95810,571 GWh for the years ended December 31, 2014, 20132016, 2015 and 20122014 respectively, are a complement to Generation’s energy marketing portfolio, but represent a small portion of Generation’s overall revenue from energy marketing activities. TradingProprietary trading portfolio activity for the year ended December 31, 2014,2016, resulted inpre-tax gains of $42$15 million due to netmark-to-market losses gains of $26$1 million and realized gains of $68$14 million. Generation uses a 95% confidence interval, assuming standard normal distribution, one day holding period, andone-tailedstatistical measure in calculating its VaR. The daily VaR on proprietary trading activity averaged $0.4$0.2 million of exposure during the year. Generation has not segregated proprietary trading activity within the following discussion because of the relative size of the proprietary trading portfolio in comparison to Generation’s total gross margin from continuing operationsRevenue net of purchase power and fuel expense for the year ended December 31, 20142016 of $7,468$8,921 million.

Fuel Procurement. Generation procures coal and natural gas through long-term and short-term contracts, and spot-market purchases. Nuclear fuel assemblies are obtained primarilypredominantly through long-term uranium concentrate supply contracts, for uranium concentrates, and long-term contracts forcontracted conversion services, contracted enrichment services, or a combination thereof, and contracted fuel fabrication services. The supply markets for coal, natural gas, uranium concentrates and certain nuclear fuel services are subject to price fluctuations and availability restrictions. Supply market conditions may make Generation’s procurement contracts subject to credit risk related to the potentialnon-performance of counterparties to deliver the contracted commodity or service at the contracted prices. Approximately 50%39% of Generation’s uranium concentrate requirements from 20152017 through 20192021 are supplied by three producers. In the event ofnon-performance by these or other suppliers, Generation believes that replacement uranium concentrates can be obtained, although at prices that may be unfavorable when compared to the prices under the current supply agreements.Non-performance by these counterparties could have a material adverse impact on Exelon’s and Generation’s results of operations, cash flows and financial positions. See Note 22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding uranium and coal supply agreement matters.

ComEd

The financial swap contract between Generation and ComEd was deemed prudent by the Illinois Settlement Legislation, thereby ensuring that ComEd would be entitled to receive full cost recovery in rates. The change in fair value each period was recorded by ComEd with an offset to a regulatory asset or liability. This financial swap contract between Generation and ComEd expired on May 31, 2013. All realized impacts have been included in Generation’s and ComEd’s results of operations.

ComEd entered into20-year contracts for renewable energy and RECs beginning in June 2012. ComEd is permitted to recover its renewable energy and REC costs from retail customers with nomark-up. The annual commitments represent the maximum settlements with suppliers for renewable

energy and RECs under the existing contract terms. Pursuant to the ICC’s Order on December 19, 2012, ComEd’s commitments under the existing long-term contracts were reduced for the June 2013 through May 2014 procurement period. In addition, the ICC’s December 18, 2013 Order approved the reduction of ComEd’s commitments under those contracts for the June 2014 through May 2015 procurement period, and the amount of the reduction was approved by the ICC in March 2014. See Note 3—Regulatory Matters and Note 12—13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding energy procurement and derivatives. ComEd does not enter into derivatives for speculative or proprietary trading purposes.

PECO

PECO has contracts to procure electric supply that were executed through the competitive procurement process outlined in its PAPUC-approved DSP Programs, which are further discussed in Note 3—Regulatory Matters of the Combined Notes to the Consolidated Financial Statements. PECO has certain full requirements contracts and block contracts, which are considered derivatives and qualify for the normal purchases and normal sales scope exception under current derivative authoritative guidance, and as a result are accounted for on an accrual basis of accounting. Under the DSP Programs, PECO is permitted to recover its electric supply procurement costs from retail customers with nomark-up.

PECO has also entered into derivative natural gas contracts, which either qualify for the normal purchases and normal sales exception or have nomark-to-market balances because the derivatives are index priced, to hedge its long-term price risk in the natural gas market. PECO’s hedging program for natural gas procurement has no direct impact on its financial position or results of operations as natural gas costs are fully recovered from customers under the PGC.

PECO does not enter into derivatives for speculative or proprietary trading purposes. For additional information on these contracts, see Note 12—13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements.

BGE

BGE procures electric supply for default service customers through full requirements contracts pursuant to BGE’s MDPSC-approved SOS program. BGE’s full requirements contracts that are considered derivatives qualify for the normal purchases and normal sales scope exception under current derivative authoritative guidance, and as a result, are accounted for on an accrual basis of accounting. Under the SOS program, BGE is permitted to recover its electricity procurement costs from retail customers, plus an administrative fee which includes a shareholder return component and an incremental cost component. However, through December 2016, BGE provides all residential electric customers a credit for the residential shareholder return component of the administrative charge.

BGE has also entered into derivative natural gas contracts, which qualify for the normal purchases and normal sales scope exception, to hedge its price risk in the natural gas market. The hedging program for natural gas procurement has no direct impact on BGE’s financial position. However, under BGE’s market-based rates incentive mechanism, BGE’s actual cost of gas is compared to a market index (a measure of the market price of gas in a given period). The difference between BGE’s actual cost and the market index is shared equally between shareholders and customers.

BGE does not enter into derivatives for speculative or proprietary trading purposes. For additional information on these contracts, see Note 12—13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements.

Pepco

Pepco has contracts to procure SOS electric supply that are executed through a competitive procurement process approved by the MDPSC and DCPSC. The SOS rates charged recover Pepco’s wholesale power supply costs and include an administrative fee. The administrative fee includes an incremental cost component and a shareholder return component for residential and commercial rate classes. Pepco’s price risk related to electric supply procurement is limited. Pepco locks in fixed prices for all of its SOS requirements through full requirements contracts. Certain of Pepco’s full requirements contracts, which are considered derivatives, qualify for the NPNS scope exception under current derivative authoritative guidance. Other Pepco full requirements contracts are not derivatives.

Pepco does not enter into derivatives for speculative or proprietary trading purposes. For additional information on these contracts, see Note 13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements.

DPL

DPL has contracts to procure SOS electric supply that are executed through a competitive procurement process approved by the MDPSC and the DPSC. The SOS rates charged recover DPL’s wholesale power supply costs. In Delaware, DPL is also entitled to recover a Reasonable Allowance for Retail Margin (RARM). The RARM includes a fixed annual margin of approximately $2.75 million, plus an incremental cost component and a cash working capital allowance. In Maryland, DPL charges an administrative fee intended to allow it to recover its administrative costs. DPL locks in fixed prices for all of its SOS requirements through full requirements contracts. DPL’s price risk related to electric supply procurement is limited. Certain of DPL’s full requirements contracts, which are considered derivatives, qualify for the NPNS scope exception under current derivative authoritative guidance. Other DPL full requirements contracts are not derivatives.

DPL provides natural gas to its customers under a GCR mechanism approved by the DPSC. The demand portion of the GCR is based upon DPL’s firm transportation and storage contracts. DPL has firm deliverability of swing and seasonal storage; a liquefied natural gas facility and firm transportation capacity to meet customer demand and provide a reserve margin. The commodity portion of the GCR includes a commission approved hedging program which is intended to reduce gas commodity price volatility while limiting the firm natural gas customers’ exposure to adverse changes in the market price of natural gas.

DPL does not enter into derivatives for speculative or proprietary trading purposes. See Note 13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding energy procurement and derivatives.

ACE

ACE has contracts to procure BGS electric supply that are executed through a competitive procurement process approved by the NJBPU. The BGS rates charged recover ACE’s wholesale power supply costs. ACE does not make any profit or incur any loss on the supply component of the BGS it supplies to customers. ACE’s price risk related to electric supply procurement is limited. ACE locks in fixed prices for all of its BGS requirements through full requirements contracts. ACE’s full requirements contracts, which are considered derivatives, qualify for the NPNS scope exception under current derivative authoritative guidance. Other ACE full requirements contracts are not derivatives.

ACE does not enter into derivatives for speculative or proprietary trading purposes. For additional information on these contracts, see Note 13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements.

Trading andNon-Trading Marketing Activities

The following detailed presentation of Exelon’s, Generation’s, ComEd’s, PHI’s and PECO’sDPL’s trading andnon-trading marketing activities is included to address the recommended disclosures by the energy industry’s Committee of Chief Risk Officers (CCRO).

The following table provides detail on changes in Exelon’s, Generation’s, ComEd’s, PHI’s and ComEd’sDPL’s commoditymark-to-market net asset or liability balance sheet position from January 1, 20132015 to December 31, 2014.2016. It indicates the drivers behind changes in the balance sheet amounts. This table incorporates themark-to-market activities that are immediately recorded in earnings, as well as the settlements from OCI to earnings and changes in fair value for the cash flow hedging activities that are recorded in Accumulated OCI on the Consolidated Balance Sheets.earnings. This table excludes all normal purchase and normal sales contracts and does not segregate proprietary trading activity. See Note 12—13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on the balance sheet classification of themark-to-market energy contract net assets (liabilities) recorded as of December 31, 20142016 and December 31, 2013.2015.

 

   Generation  ComEd  Intercompany
Eliminations (b)
  Exelon 

Total mark-to-market energy contract net assets (liabilities) at January 1, 2013 (a)

  $1,505   $(293 $—     $1,212  

Total change in fair value during 2013 of contracts recorded in result of operations

   444    —      (6  438  

Reclassification to realized at settlement of contracts recorded in results of operations

   25    —      13    38  

Reclassification to realized at settlement from accumulated OCI (c)

   (683  —      219    (464

Changes in fair value—energy derivatives (d)

   —      100    (226  (126

Changes in allocated collateral

   (175  —      —      (175

Changes in net option premium paid/(received)

   36    —      —      36  

Option premium amortization

   (104  —      —      (104

Other balance sheet reclassifications

   (1  —      —      (1
  

 

 

  

 

 

  

 

 

  

 

 

 

Total mark-to-market energy contract net assets (liabilities) at December 31, 2013 (a)

   1,047   $(193 $—      854  

Contracts acquired at merger date(e)

   128      128  

Total change in fair value during 2014 of contracts recorded in result of operations

   (608  —      —      (608

Reclassification to realized at settlement of contracts recorded in results of operations

   (21  —      —      (21

Reclassification to realized at settlement from accumulated OCI

   (195  —      —      (195

Changes in fair value—energy derivatives (d)

   —      (14  —      (14

Changes in allocated collateral

   1,503    —      —      1,503  

Changes in net option premium paid/(received)

   (38  —      —      (38

Option premium amortization

   (122  —      —      (122

Other balance sheet reclassifications

   18    —      —      18  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total mark-to-market energy contract net assets (liabilities) at December 31, 2014(a)

  $1,712   $(207 $—     $1,505  
  

 

 

  

 

 

  

 

 

  

 

 

 
               Predecessor 
   Exelon  Generation  ComEd  DPL  PHI 

Totalmark-to-market energy contract net assets (liabilities) at January 1, 2015(a)

  $1,505   $1,712   $(207 $—     $—    

Total change in fair value during 2015 of contracts recorded in result of operations

   412    412    —      —      —    

Reclassification to realized at settlement of contracts recorded in results of operations

   (168  (168  —      —      —    

Reclassification to realized at settlement from accumulated OCI

   (2  (2  —      —      —    

Changes in fair value—recorded through regulatory assets and liabilities(b)

   (40  —      (40  2    2  

Changes in allocated collateral

   (172  (172  —      (2  (2

Changes in net option premium paid/(received)

   (58  (58  —      —      —    

Option premium amortization

   (21  (21  —      —      —    

Upfront payments and amortizations(c)

   50    50    —      —      —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalmark-to-market energy contract net assets (liabilities) at December 31, 2015(a)

  $1,506   $1,753   $(247 $—     $—    

 

(a)Amounts are shown net of collateral paid to and received from counterparties.
(b)Amounts related to the five-year financial swap between GenerationFor ComEd and ComEd.
(c)For Generation, includes $219 million of losses from reclassifications from accumulated OCI to recognize gains in net income related to settlements of the five-year financial swap contract with ComEd for the year ended December 31, 2013.

(d)For ComEd,DPL, the changes in fair value are recorded as a change in regulatory assets or liabilities. As of December 31, 2014 and 2013,2015, ComEd recorded a regulatory liability of $207 million and $193$247 million, respectively, related to itsmark-to-market derivative liabilities with Generation and unaffiliated suppliers. As of December 31, 2013, this includes $11ComEd recorded $55 million of decreases in fair value and $215 millionan increase for reclassifications from regulatory assets to recognize cost in purchase power expense due to settlements of ComEd’s five-year financial swap with Generation. As of December 31, 2014 and 2013 ComEd also recorded $13 million and $133 million, respectively, of increases in fair value, and $1 million and $7 million, respectively, of realized losses due to settlements of $(15) million in purchased power expense associated withfloating-to-fixed energy swap suppliers for the year ended December 31, 2015.
(c)Includes derivative contracts acquired or sold by Generation through upfront payments or receipts of cash, excluding option premiums, and the associated amortizations.

              Successor     Predecessor 
              March 24 to
December 31,
     January 1 to
March 23,
 
  Exelon  Generation  ComEd  DPL  PHI     PHI 

Totalmark-to-market energy contract net assets (liabilities) at December 31,
2015(a)

 $1,506   $1,753   $(247 $—     $—       $—    

Total change in fair value during 2016 of contracts recorded in result of operations

  236    236    —      —      —        —    

Reclassification to realized at settlement of contracts recorded in results of operations

  (265  (265  —      —      —        —    

Contracts received at acquisition date(b)

  (59  (59  —      —      —        —    

Changes in fair value—recorded through regulatory assets and liabilities(c)

  (8  —      (11  4    3      1  

Changes in allocated collateral

  (908  (905  —      (4  (3    (1

Changes in net option premium paid/(received)

  66    66    —      —      —        —    

Option premium amortization

  11    11    —      —      —        —    

Upfront payments and amortizations(d)

  140    140    —      —      —        —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

 

Totalmark-to-market energy contract net assets (liabilities) at December 31, 2016 (a)

 $719   $977   $(258 $—     $—       $—    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

 

(a)Amounts are shown net of collateral paid to and received from counterparties.
(b)Includes fair value from contracts received at acquisition of ConEdison Solutions of $(59) million.
(c)For ComEd and DPL, the changes in fair value are recorded as a change in regulatory assets or liabilities. As of December 31, 2016 ComEd recorded a regulatory liability of $258 million, related to itsmark-to-market derivative liabilities with Generation and unaffiliated suppliers. For the year ended December 31, 2016, ComEd also recorded $29 million of decreases in fair value and realized losses due to settlements of $18 million recorded in purchased power expense associated withfloating-to-fixed energy swap contracts with unaffiliated suppliers.suppliers for the year ended December 31, 2016.
(e)(d)Includes $81 million of fair value fromderivative contracts acquired and $47 millionor sold by Generation through upfront payments or receipts of cash, collateral as a result ofexcluding option premiums, and the Integrys acquisition.associated amortizations.

Fair Values

The following tables present maturity and source of fair value for Exelon, Generation and ComEdmark-to-market commodity contract net assets (liabilities). The tables provide two fundamental pieces of information. First, the tables provide the source of fair value used in determining the carrying amount of the Registrants’ totalmark-to-market net assets (liabilities), net of allocated collateral. Second, the tables show the maturity, by year, of the Registrants’ commodity contract net assets (liabilities) net of allocated collateral, giving an indication of when thesemark-to-market amounts will settle and either generate or require cash. See Note 11—12—Fair Value of Financial Assets and Liabilities of the Combined Notes to Consolidated Financial Statements for additional information regarding fair value measurements and the fair value hierarchy.

Exelon

 

  Maturities Within Total Fair
Value
   Maturities Within Total Fair
Value
 
  2015 2016 2017   2018 2019 2020 and
Beyond
   2017   2018   2019 2020 2021 2022 and
Beyond
 

Normal Operations, Commodityderivative contracts (a)(b):

                   

Actively quoted prices (Level 1)

  $(118 $(5 $3    $(10 $(5 $1   $(134  $205    $8    $(38 $(14 $(1 $—     $160  

Prices provided by external sources (Level 2)

   522    244    21     7    —      2    796     273     49     2    —      —      —     324  

Prices based on model or other valuation methods (Level 3) (c)

   625    217    140     (21  (21  (97  843     162     123     49   8   (21 (86 235  
  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

Total

  $1,029   $456   $164    $(24 $(26 $(94 $1,505    $640    $180    $13   $(6 $(22 $(86 $719  
  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

 

(a)Mark-to-market gains and losses on other economic hedge and trading derivative contracts that are recorded in results of operations.
(b)Amounts are shown net of collateral paid to and received from counterparties (and offset againstmark-to-market assets and liabilities) of $1,406$329 million at December 31, 2014.2016.
(c)Includes ComEd’s net assets (liabilities) associated with thefloating-to-fixed energy swap contracts with unaffiliated suppliers.

Generation

 

  Maturities Within   Total Fair
Value
   Maturities Within   Total Fair
Value
 
  2015 2016 2017   2018 2019 2020 and
Beyond
     2017   2018   2019 2020 2021 2022 and
Beyond
   

Normal Operations, Commodityderivative contracts(a)(b):

                     

Actively quoted prices (Level 1)

  $(118 $(5 $3    $(10 $(5 $1    $(134  $205    $8    $(38 $(14 $(1 $—      $160  

Prices provided by external sources (Level 2)

   522    244    21     7    —      2     796     273     49     2    —      —      —       324  

Prices based on model or other valuation methods (Level 3)

   645    236    157     (4  (4  20     1,050     181     142     69   28   (1 74     493  
  

 

  

 

  

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

   

 

 

Total

  $1,049   $475   $181    $(7 $(9 $23    $1,712    $659    $199    $33   $14   $(2 $74    $977  
  

 

  

 

  

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

   

 

 

 

(a)Mark-to-market gains and losses on other economic hedge and trading derivative contracts that are recorded in the results of operations.
(b)Amounts are shown net of collateral paid to and received from counterparties (and offset againstmark-to-market assets and liabilities) of $1,406$329 million at December 31, 2014.2016.

ComEd

 

   Maturities Within  Fair
Value
 
   2015  2016  2017  2018  2019  2020 and
Beyond
  

Prices based on model or other valuation methods (Level 3)(a)

  $(20 $(19 $(17 $(17 $(17 $(117 $(207
   Maturities Within  Fair
Value
 
   2017  2018  2019  2020  2021  2022 and
Beyond
  

Prices based on model or other valuation methods (Level 3) (a)

  $(19 $(19 $(20 $(20 $(20 $(160 $(258

 

(a)Represents ComEd’s net liabilities associated with thefloating-to-fixed energy swap contracts with unaffiliated suppliers.

Credit Risk, Collateral, and Contingent Related Features (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

The Registrants would be exposed to credit-related losses in the event ofnon-performance by counterparties that enter into derivative instruments. The credit exposure of derivative contracts, before

collateral, is represented by the fair value of contracts at the reporting date. See Note 12—13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for a detailed discussion of credit risk, collateral, and contingent related features.

Generation

The following tables provide information on Generation’s credit exposure for all derivative instruments, normal purchase normal sales agreements, and applicable payables and receivables, net of collateral and instruments that are subject to master netting agreements, as of December 31, 2014.2016. The tables further delineate that exposure by credit rating of the counterparties and provide guidance on the concentration of credit risk to individual counterparties and an indication of the duration of a company’s credit risk by credit rating of the counterparties. The figures in the tables below exclude credit risk exposure from individual retail customers, uranium procurement contracts, and exposure through RTOs, ISOs, NYMEX, ICE, and Nodal commodity exchanges, which are discussed below. Additionally, the figures in the tables below exclude exposures with affiliates, including net receivables with ComEd, PECO, BGE, Pepco, DPL and BGEACE of $43$14 million, $29$33 million, $26 million, $44 million, $16 million and $40$9 million respectively. See Note 25—27—Related Party Transactions of the Combined Notes to Consolidated Financial Statements for additional information.

 

Rating as of December 31, 2014

 Total
Exposure
Before Credit
Collateral
 Credit
Collateral (a)
 Net
Exposure
 Number of
Counterparties
Greater than 10%
of Net Exposure
 Net Exposure of
Counterparties
Greater than 10%
of Net Exposure
 

Rating as of December 31, 2016

 Total
Exposure
Before Credit
Collateral
 Credit
Collateral (a)
 Net
Exposure
 Number of
Counterparties
Greater than 10%
of Net Exposure
 Net Exposure of
Counterparties
Greater than 10%
of Net Exposure
 

Investment grade

 $1,629   $62   $1,567    1   $452   $995   $—     $995   1   $328  

Non-investment grade

  49    19    30    —      —     118   16   102    —      —    

No external ratings

          

Internally rated—investment grade

  479    —      479    —      —     352   1   351    —      —    

Internally rated—non-investment grade

  60    4    56    —      —     72   8   64    —      —    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 $2,217   $85   $2,132    1   $452   $1,537   $25   $1,512   1   $328  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

  Maturity of Credit Risk Exposure   Maturity of Credit Risk Exposure 

Rating as of December 31, 2014

  Less than
2 Years
   2-5
Years
   Exposure
Greater than
5 Years
   Total Exposure
Before Credit
Collateral
 

Rating as of December 31, 2016

  Less than
2 Years
   2-5
Years
   Exposure
Greater than
5 Years
   Total Exposure
Before Credit
Collateral
 

Investment grade

  $1,196    $379    $54    $1,629    $782    $207    $6    $995  

Non-investment grade

   35     11     3     49     73     45     —       118  

No external ratings

                

Internally rated—investment grade

   388     90     1     479     292     39     21     352  

Internally rated—non-investment grade

   60     —       —       60     53     19     —       72  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $1,679    $480    $58    $2,217    $1,200    $310    $27    $1,537  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

Net Credit Exposure by Type of Counterparty

  As of
December 31,
2014
   As of
December 31,
2016
 

Financial institutions

  $295    $116  

Investor-owned utilities, marketers, power producers

   958     689  

Energy cooperatives and municipalities

   862     636  

Other

   17     71  
  

 

   

 

 

Total

  $2,132    $1,512  
  

 

   

 

 

 

(a)As of December 31, 2014,2016, credit collateral held from counterparties where Generation had credit exposure included $69$9 million of cash and $16 million of letters of credit.

ComEd

Credit risk for ComEd is managedgoverned by credit and collection policies, which are consistentaligned with state regulatory requirements. ComEd is currently obligated to provide service to all electric customers within its franchised territory. ComEd records a provision for uncollectible accounts, based upon historical experience, to provide for the potential loss from nonpayment by these customers. See Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for the allowance for uncollectible accounts policy. ComEd is permitted to recover its costs of procuring energy through the Illinois Settlement Legislation as well as the ICC-approved procurement tariffs. ComEd will monitor nonpayment from customers and will make any necessary adjustments to the provision for uncollectible accounts. The Illinois Settlement LegislationPublic Utilities Act prohibits utilities, including ComEd, from terminating electric service to a residential electric space heat customer due to nonpayment between December 1 of any year through March 131 of the following year. ComEd’s ability to disconnect non space-heating residential customers is also impacted by certain weather restrictions, at any time of year, under the Illinois Public Utilities Act. ComEd will monitor the impact of its disconnection practices and will make any necessary adjustments to the provision for uncollectible accounts. ComEd did not have any customers representing over 10% of its revenues as of December 31, 2014.2016. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding ComEd’s recently approved tariffs to adjust rates annually through a rider mechanism to reflect increases or decreases in annual uncollectible accounts expense.

ComEd’s power procurement contracts provide suppliers with a certain amount of unsecured credit. The credit position is based on forward market prices compared to the benchmark prices. The benchmark prices are the forward prices of energy projected through the contract term and are set at the point of supplier bid submittals. If the forward market price of energy exceeds the benchmark price, the suppliers are required to post collateral for the secured credit portion after adjusting for any unpaid deliveries and unsecured credit allowed under the contract. The unsecured credit used by the suppliers represents ComEd’s net credit exposure. ComEd’s counterparty credit risk is mitigated by its ability to recover realized energy costs through customer rates. As of December 31, 2014,2016, ComEd’s credit exposure to energy suppliers was immaterial.approximately $1 million.

PECO

Credit risk for PECO is managed by credit and collection policies, which are consistent with state regulatory requirements. PECO is currently obligated to provide service to all retail electric customers within its franchised territory. PECO records a provision for uncollectible accounts to provide for the potential loss from nonpayment by these customers. See Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for the allowance for uncollectible accounts policy. In accordance with PAPUC regulations, after November 30 and before April 1, an electric distribution utility or natural gas distribution utility shall not terminate service to customers with household incomes at or below 250% of the Federal poverty level. PECO’s provision for uncollectible accounts will continue to be affected by changes in prices as well as changes in PAPUC regulations. PECO did not have any customers representing over 10% of its revenues as of December 31, 2014.

2016.

PECO’s supplier master agreements that govern the terms of its DSP Program contracts, which define a supplier’s performance assurance requirements, allow a supplier to meet its credit requirements with a certain amount of unsecured credit. The amount of unsecured credit is determined based on the supplier’s lowest credit rating from the major credit rating agencies and the supplier’s tangible net worth. The credit position is based on the initial market price, which is the forward price of energy on the day a transaction is executed, compared to the current forward price curve for energy. To the extent that the forward price curve for energy exceeds the initial market price, the supplier is required to post collateral to the extent the credit exposure is greater than the supplier’s unsecured credit limit. As of December 31, 2014,2016, PECO had no net credit exposure with suppliers.

PECO does not obtain cash collateral from suppliers under its natural gas supply and asset management agreements. As of December 31, 2014, PECO had2016, PECO’s credit exposure of $8 million under its natural gas supply and asset management agreements with investment grade suppliers.suppliers was immaterial.

BGE

Credit risk for BGE is managed by credit and collection policies, which are consistent with state regulatory requirements. BGE is currently obligated to provide service to all electric customers within its franchised territory. BGE records a provision for uncollectible accounts to provide for the potential loss from nonpayment by these customers. BGE will monitor nonpayment from customers and will make any necessary adjustments to the provision for uncollectible accounts. See Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for uncollectible accounts policy. MDPSC regulations prohibit BGE from terminating service to residential customers due to nonpayment from November 1 through March 31 if the forecasted temperature is 32 degrees or below for the subsequent 72 hour period. BGE is also prohibited by the Public Utilities Article of the Annotated Code of Maryland and MDPSC regulations from terminating service to residential customers due to nonpayment if the forecasted temperature is 95 degrees or above for the subsequent 72 hour period. BGE did not have any customers representing over 10% of its revenues as of December 31, 2014.

2016.

BGE’s full requirement wholesale electric power agreements that govern the terms of its electric supply procurement contracts, which define a supplier’s performance assurance requirements, allow a supplier, or its guarantor, to meet its credit requirements with a certain amount of unsecured credit. The amount of unsecured credit is determined based on the supplier’s lowest credit rating from the major credit rating agencies and the supplier’s tangible net worth, subject to an unsecured credit cap. The credit position is based on the initial market price, which is the forward price of energy on the day a transaction is executed, compared to the current forward price curve for energy. To the extent that the forward price curve for energy exceeds the initial market price, the supplier is required to post collateral to the extent the credit exposure is greater than the supplier’s unsecured credit limit. The unsecured credit used by the suppliers represents BGE’s net credit exposure. The seller’s credit exposure is calculated each business day. As of December 31, 2014,2016, BGE had no net credit exposure with suppliers.

BGE’s regulated gas business is exposed to market-price risk. This market-price risk is mitigated by BGE’s recovery of its costs to procure natural gas through a gas cost adjustment clause approved by the MDPSC. BGE does makeoff-system sales after BGE has satisfied its customers’ demands, which are not covered by the gas cost adjustment clause. At December 31, 2014,2016, BGE had credit exposure of $8 million related tooff-system sales which is mitigated by parental guarantees, letters of credit, or right to offset clauses within other contracts with those third-party suppliers.

Pepco

Credit risk for Pepco is managed by credit and collection policies, which are consistent with state regulatory requirements. Pepco is currently obligated to provide service to all retail electric customers within its franchised territory. Pepco records a provision for uncollectible accounts to provide for the potential loss from nonpayment by these customers. See Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for the allowance for uncollectible accounts policy. In accordance with MDPSC and DCPSC regulations, applicable weather regulatory provisions are in effect January through December, the utility will not terminate service to any residential customer when weather conditions prohibit termination. Additional MDPSC cold weather requirements are in effect after November 1 and before April 1. Pepco’s provision for uncollectible accounts will continue to be affected by changes in prices as well as changes in MDPSC and DCPSC regulations. Pepco did not have any customers representing over 10% of its revenues as of December 31, 2016.

Pepco’s full requirement wholesale electric power agreements in Maryland and the District of Columbia, that govern the terms of its electric supply procurement contracts, which define a supplier’s performance assurance requirements, allow a supplier to meet its credit requirements with a certain amount of unsecured credit. The amount of unsecured credit is determined based on the supplier’s lowest credit rating from the major credit rating agencies and the supplier’s tangible net worth, subject to an unsecured cap. The credit position is based on the initial market price, which is the forward price of energy on the day. A similar agreement in the District of Columbia requires a supplier to meet its credit requirements with a specified amount equal to fifteen percent (15%) of the total purchase amount. As of December 31, 2016, Pepco had no net credit exposure with suppliers.

DPL

Credit risk for DPL is managed by credit and collection policies, which are consistent with state regulatory requirements. DPL is currently obligated to provide service to all retail electric customers within its franchised territory. DPL records a provision for uncollectible accounts to provide for the potential loss from nonpayment by these customers. See Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for the allowance for uncollectible accounts policy. In accordance with DPSC and MDPSC regulations, applicable weather regulatory provisions are in effect January through December, the utility will not terminate service to any residential customer when weather conditions prohibit termination. Additional cold weather regulatory requirements are in effect after November 1 and before April 1. DPL’s provision for uncollectible accounts will continue to be affected by changes in prices as well as changes in DPSC and MDPSC regulations. DPL did not have any customers representing over 10% of its revenues as of December 31, 2016.

DPL’s full requirement wholesale electric power agreements that govern the terms of its electric supply procurement contracts, which define a supplier’s performance assurance requirements, allow a supplier to meet its credit requirements with a certain amount of unsecured credit. The amount of unsecured credit is determined based on the supplier’s lowest credit rating from the major credit rating agencies and the supplier’s tangible net worth. The credit position is based on the initial market price, which is the forward price of energy on the day. As of December 31, 2016, DPL had no net credit exposure with suppliers.

DPL conducts margining under it natural gas supply contracts. As of December 31, 2016, DPL’s credit exposure under its natural gas supply and asset management agreements was immaterial.

ACE

Credit risk for ACE is managed by credit and collection policies, which are consistent with state regulatory requirements. ACE is currently obligated to provide service to all retail electric customers within its franchised territory. ACE records a provision for uncollectible accounts to provide for the potential loss from nonpayment by these customers. See Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for the allowance for uncollectible accounts policy. In accordance with NJBPU regulations, applicable weather regulatory provisions are in effect January through December, the utility will not terminate service to any residential customer when weather conditions prohibit termination. Additional cold weather regulatory requirements are in effect after November 15 and through March 15. ACE’s provision for uncollectible accounts will continue to be affected by changes in prices as well as changes in NJBPU regulations. ACE did not have any customers representing over 10% of its revenues as of December 31, 2016.

ACE’s supplier master agreements that govern the terms of its electric supply procurement contracts, which define a supplier’s creditworthiness requirements, require a supplier to partially meet its credit requirements with an independent credit requirement in an amount equal to $2.4 million per

tranche and allow a supplier to meet its additional credit requirements with a certain amount of unsecured credit. The amount of unsecured credit is determined based on the supplier’s lowest credit rating from the major credit rating agencies and the supplier’s tangible net worth. The credit position is based on the initial market price, which is the forward price of energy on the day. As of December 31, 2016, ACE had no net credit exposure with suppliers.

Collateral (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Generation

As part of the normal course of business, Generation routinely enters into physical or financial contracts for the sale and purchase of electricity, fossil fuelnatural gas and other commodities. These contracts either contain express provisions or otherwise permit Generation and its counterparties to demand adequate assurance of future performance when there are reasonable grounds for doing so. In accordance with the contracts and applicable law, if Generation is downgraded by a credit rating agency, especially if such downgrade is to a level below investment grade, 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. Depending on Generation’s net position with a counterparty, the demand could be for the posting of collateral. In the absence of expresslyagreed-to provisions that specify the collateral that must be provided, collateral requested will be a function of the facts and

circumstances of the situation at the time of the demand. In this case, Generation believes an amount of several months of future payments (i.e. capacity payments) rather than a calculation of fair value is the best estimate for the contingent collateral obligation, which has been factored into the disclosure below. See Note 12—13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for information regarding collateral requirements.

Generation transacts output through bilateral contracts. The bilateral contracts are subject to credit risk, which relates to the ability of counterparties to meet their contractual payment obligations. Any failure to collect these payments from counterparties could have a material impact on Exelon’s and Generation’s results of operations, cash flows and financial position. As market prices rise above or fall below contracted price levels, Generation or its counterparties may beis required to post collateral with one another.purchasers; as market prices fall below contracted price levels, counterparties are required to post collateral with Generation. In order to post collateral, Generation depends on access to bank credit facilities, which serve as liquidity sources to fund collateral requirements. See Note 13—DebtITEM 7.—Liquidity and Capital Resources—Credit Agreements of the Combined Notes to Consolidated Financial StatementsMatters—Exelon Credit Facilities for additional information.

As of December 31, 2014,2016, Generation had cash collateral of $1,497$347 million posted and cash collateral held of $77$24 million for external counterparties with derivative positions, of which $1,406$329 million and $6$2 million in net cash collateral deposits were offset against energy mark-to-marketderivative and interest rate and foreign exchange derivative assets and liabilities related to underlying energy contracts, respectively. As of December 31, 2014,2016, $8 million of cash collateral postedheld was not offset against net derivative positions because it was not associated with energy-related derivatives or as of the balance sheet date there were no positions to offset. As of December 31, 2013,2015, Generation had cash collateral posted of $72$1,267 million and cash collateral held of $206$21 million for external counterparties with derivative positions, of which $144$1,234 million and $9 million in net cash collateral deposits were offset against mark-to-market assetsenergy derivatives and liabilities.interest rate and foreign exchange derivatives related to underlying energy contracts, respectively. As of December 31, 2013, $102015, $3 million of cash collateral posted was not offset against net mark-to-market assets and liabilitiesderivative positions because it was not associated with energy-related derivatives or atas the balance sheet date there were no positions to offset. See Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for information regarding the letters of credit supporting the cash collateral.

ComEd

As of December 31, 2014,2016, ComEd held approximately $2$3 million ofin collateral from suppliers in association with standard block energy procurement contracts and held approximately $19 million in the form of cash for both annual and long-termletters of credit for renewable energy contracts. See Note 3—Regulatory Matters and Note 12—13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.

PECO

As of December 31, 2014,2016, PECO was not required to post collateral under its energy and natural gas procurement contracts. See Note 12—13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.

BGE

BGE is not required to post collateral under its electric supply contracts. As of December 31, 2014,2016, BGE was not required to post collateral under its natural gas procurement contracts, nor was it holding collateral under its electric supply andcontracts, but was holding $1 million in collateral under its natural gas procurement contracts. See Note 12—13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.

Pepco

Pepco is not required to post collateral under its energy procurement contracts. See Note 13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.

DPL

DPL is not required to post collateral under its energy procurement contracts. As of December 31, 2016, DPL was not required to post collateral under its natural gas procurement contracts. See Note 13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.

ACE

ACE is not required to post collateral under its energy procurement contracts. See Note 13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.

RTOs and ISOs (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Generation, ComEd, PECO, BGE, Pepco, DPL and BGEACE participate in all, or some, of the established, real-time energy markets that are administered by PJM,ISO-NE,ISO-NY, CAISO, MISO, SPP, AESO, OIESO and ERCOT. In these areas, power is traded through bilateral agreements between buyers and sellers and on the spot markets that are operated by the RTOs or ISOs, as applicable. In areas where there is no spot market, electricity is purchased and sold solely through bilateral agreements. For sales into the spot markets administered by an RTO or ISO, the RTO or ISO maintains financial assurance policies that are established and enforced by those administrators. The credit policies of the RTOs and ISOs may, under certain circumstances, require that losses arising from the default of one member on spot market transactions be shared by the remaining participants.Non-performance ornon-payment by a major counterparty could result in a material adverse impact on the Registrants’ results of operations, cash flows and financial positions.

Exchange Traded Transactions (Exelon, Generation, PHI and Generation)DPL)

Generation enters into commodity transactions on NYMEX, ICE and the Nodal exchange. DPL enters into commodity transactions on ICE. The NYMEX, ICE and Nodal exchange clearinghouses act as the counterparty to each trade. Transactions on the NYMEX, ICE and Nodal exchange must adhere to comprehensive collateral and margining requirements. As a result, transactions on NYMEX, ICE and Nodal exchange are significantly collateralized and have limited counterparty credit risk. In 2014 the exchanges increased initial margin rates, which required Generation to post higher amounts of initial margin collateral. Generation believes that increased market volatility and extreme weather events, such as the Polar Vortex, contributed to the rate increases.

Long-Term Leases (Exelon)

Exelon’s Consolidated Balance Sheet, as of December 31, 2014, included a $361 million net investment in coal-fired plants in Georgia subject to long-term leases. This investment represents the estimated residual value of leased assets at the end of the respective lease terms of $685 million, less unearned income of $324 million. The lease agreements provide the lessees with fixed purchase options at the end of the lease terms. If the lessee does not exercise the fixed purchase options, Exelon has the ability to operate the stations and keep or market the power itself or require the lessee to arrange for a third-party to bid on a service contract for a period following the lease term. Exelon will be subject to residual value risk if the lessee does not exercise the fixed purchase options. This risk is partially mitigated by the fair value of the scheduled payments under the service contract. However, such payments are not guaranteed. Further, the term of the service contract is less than the expected remaining useful life of the plants and, therefore, Exelon’s exposure to residual value risk will not be mitigated by payments under the service contract in this remaining period. Lessee performance under the lease agreements is supported by collateral and credit enhancement measures. Management regularly evaluates the creditworthiness of Exelon’s counterparties to these long-term leases. Exelon monitors the continuing credit quality of the credit enhancement party.

Exelon’s Consolidated Balance Sheet, as of December 31, 2013, also included a net investment in a coal-fired plant in Texas subject to a long-term lease. In February 2014, Exelon and the City Public Service Board of San Antonio, Texas (CPS) finalized an agreement to terminate the leases prior to their expiration dates. As a result of the lease termination, Exelon received a net early termination amount of $335 million from CPS and wrote off the net investment in the CPS long-term lease of $336 million; resulting in a pre-tax loss of $1 million. See Note 14—Income Taxes of the Combined Notes to Consolidated Financial Statements for the impact of the lease termination on income taxes.

Pursuant to the applicable accounting guidance, Exelon is required to review the estimated residual values of its direct financing lease investments at least annually and, if the review indicates a

fair value below the carrying value and the decline is determined to be other than temporary, must record an impairment charge in the period the estimate changed. Based on the annual reviews performed in 2014 and 2013, the estimated residual value of Exelon’s direct financing leases for the Georgia generating stations experienced other than temporary declines given reduced long-term energy and capacity price expectations. As a result, Exelon recorded a $24 million and $14 million pre-tax impairment charge in 2014 and 2013, respectively, for these stations. See Note 8—Impairment of Long-Lived Assets of the Combined Notes to Consolidated Financial Statements for further information.

Interest Rate and Foreign Exchange Risk (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

The Registrants use a combination of fixed-rate and variable-rate debt to manage interest rate exposure. The Registrants may also utilizefixed-to-floating interest rate swaps, which are typically designated as fair value hedges, as a means to manage their interest rate exposure. In addition, the Registrants may utilize interest rate derivatives to lock in rate levels in anticipation of future financings, which are typically designated as cash flow hedges. These strategies are employed to manage interest rate risks. At December 31, 2014,2016, Exelon had $800 million of notional amounts offixed-to-floating hedges outstanding and Exelon and Generation had $1,450 million and $550$659 million of notional amounts of fixed-to-floatingfloating-to-fixed hedges outstanding, respectively, and $3,070 million and $770 million of notional amounts of floating-to-fixed hedges outstanding, respectively.outstanding. Assuming the fair value and cash flow interest rate hedges are 100% effective, a hypothetical 50 bps increase in the interest rates associated with unhedged variable-rate debt (excluding Commercial Paper) andfixed-to-floating swaps would result in approximately a $8$7 million decrease in Exelon Consolidatedpre-tax income for the year ended December 31, 2014.2016. To manage foreign exchange rate exposure associated with international energy purchases in currencies other than U.S. dollars, Generation utilizes foreign currency derivatives, which are typically designated as economic hedges.

Equity Price Risk (Exelon and Generation)

Exelon and Generation maintain trust funds, as required by the NRC, to fund certain costs of decommissioning Generation’s nuclear plants. As of December 31, 2014,2016, Generation’s decommissioning trust funds are reflected at fair value on its Consolidated Balance Sheets. The mix of securities in the trust funds is designed to provide returns to be used to fund decommissioning and to compensate Generation for inflationary increases in decommissioning costs; however, the equity securities in the trust funds are exposed to price fluctuations in equity markets, and the value of fixed-rate, fixed-income securities are exposed to changes in interest rates. Generation actively monitors the investment performance of the trust funds and periodically reviews asset allocation in accordance with Generation’s NDT fund investment policy. A hypothetical 10% increase in interest rates and decrease in equity prices would result in a $617$535 million reduction in the fair value of the trust assets. This calculation holds all other variables constant and assumes only the discussed changes in interest rates and equity prices. See ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for further discussion of equity price risk as a result of the current capital and credit market conditions.

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Generation

Generation

General

Generation’s integrated business consists of the generation, physical delivery and marketing of power across multiple geographical regions through its customer-facing business, Constellation, which sells electricity and natural gas to both wholesale and retail customers. Generation also sells renewable energy and other energy-related products and services, and engages in natural gas and oil exploration and production activities. Generation has six reportable segments consisting of theMid-Atlantic, Midwest, New England, New York, ERCOT and Other Power Regions. These segments are discussed in further detail in “ITEM 1. BUSINESS—Exelon Generation Company, LLC” of thisForm 10-K.

Executive Overview

A discussion of items pertinent to Generation’s executive overview is set forth under “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Exelon Corporation—Executive Overview” of this Form10-K.

Results of Operations

Year Ended December 31, 20142016 Compared To Year Ended December 31, 20132015 and Year Ended December 31, 20132015 Compared to Year Ended December 31, 20122014

A discussion of Generation’s results of operations for 20142016 compared to 20132015 and 20132015 compared to 20122014 is set forth under “Results of Operations—Generation” in “EXELON CORPORATION—Results of Operations” of this Form10-K.

Liquidity and Capital Resources

Generation’s business is capital intensive and requires considerable capital resources. Generation’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper, participation in the intercompany money pool or capital contributions from Exelon. Generation’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. If these conditions deteriorate to where Generation no longer has access to the capital markets at reasonable terms, Generation has access to credit facilities in the aggregate of $5.8 billion that Generation currently utilizes to support its commercial paper program and to issue letters of credit.

See the “EXELON CORPORATION—Liquidity and Capital Resources” and Note 1314—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form10-K for further discussion.

Capital resources are used primarily to fund Generation’s capital requirements, including construction, retirement of debt, the payment of distributions to Exelon, contributions to Exelon’s pension plans and investments in new and existing ventures. Future acquisitions could require external financing or borrowings or capital contributions from Exelon.

Cash Flows from Operating Activities

A discussion of items pertinent to Generation’s cash flows from operating activities is set forth under “Cash Flows from Operating Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Investing Activities

A discussion of items pertinent to Generation’s cash flows from investing activities is set forth under “Cash Flows from Investing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Financing Activities

A discussion of items pertinent to Generation’s cash flows from financing activities is set forth under “Cash Flows from Financing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Credit Matters

A discussion of credit matters pertinent to Generation is set forth under “Credit Matters” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Contractual Obligations andOff-Balance Sheet Arrangements

A discussion of Generation’s contractual obligations, commercial commitments andoff-balance sheet arrangements is set forth under “Contractual Obligations andOff-Balance Sheet Arrangements” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Critical Accounting Policies and Estimates

See Exelon, Generation, ComEd and PECO—All Registrants—Critical Accounting Policies and Estimates above for a discussion of Generation’s critical accounting policies and estimates.

New Accounting Pronouncements

See Note 11—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.

 

ITEM 7A.7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Generation

Generation is exposed to market risks associated with commodity price, credit, interest rates and equity price. These risks are described above under “Quantitative and Qualitative Disclosures about Market Risk—Exelon.”

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ComEd

ComEd

General

ComEd operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services to retail customers in northern Illinois, including the City of Chicago. This segment is discussed in further detail in “ITEM 1. BUSINESS—ComEd” of this Form10-K.

Executive Overview

A discussion of items pertinent to ComEd’s executive overview is set forth under “EXELON CORPORATION—Executive Overview” of this Form10-K.

Results of Operations

Year Ended December 31, 20142016 Compared to Year Ended December 31, 20132015 and Year Ended December 31, 20132015 Compared to Year Ended December 31, 20122014

A discussion of ComEd’s results of operations for 20142016 compared to 20132015 and for 20132015 compared to 20122014 is set forth under “Results of Operations—ComEd” in “EXELON CORPORATION—Results of Operations” of this Form10-K.

Liquidity and Capital Resources

ComEd’s business is capital intensive and requires considerable capital resources. ComEd’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper or credit facility borrowings. ComEd’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. At December 31, 2014,2016, ComEd had access to a revolving credit facility with aggregate bank commitments of $1 billion. See the “Credit Matters” section of “Liquidity and Capital Resources” for additional discussion.

See the “EXELON CORPORATION—Liquidity and Capital Resources” and Note 1314—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form10-K for further discussion.

Capital resources are used primarily to fund ComEd’s capital requirements, including construction, retirement of debt, and contributions to Exelon’s pension plans. Additionally, ComEd operates in rate-regulated environments in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time.

Cash Flows from Operating Activities

A discussion of items pertinent to ComEd’s cash flows from operating activities is set forth under “Cash Flows from Operating Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Investing Activities

A discussion of items pertinent to ComEd’s cash flows from investing activities is set forth under “Cash Flows from Investing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Financing Activities

A discussion of items pertinent to ComEd’s cash flows from financing activities is set forth under “Cash Flows from Financing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Credit Matters

A discussion of credit matters pertinent to ComEd is set forth under “Credit Matters” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Contractual Obligations andOff-Balance Sheet Arrangements

A discussion of ComEd’s contractual obligations, commercial commitments andoff-balance sheet arrangements is set forth under “Contractual Obligations andOff-Balance Sheet Arrangements” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Critical Accounting Policies and Estimates

See Exelon, Generation, ComEd and PECO—All Registrants—Critical Accounting Policies and Estimates above for a discussion of ComEd’s critical accounting policies and estimates.

New Accounting Pronouncements

See Note 11—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.

 

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ComEd

ComEd is exposed to market risks associated with commodity price, credit and interest rates. These risks are described above under “Quantitative and Qualitative Disclosures about Market Risk—Exelon.”

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PECO

PECO

General

PECO operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services in southeastern Pennsylvania including the City of Philadelphia, and the purchase and regulated retail sale of natural gas and the provision of distribution service in Pennsylvania in the counties surrounding the City of Philadelphia. This segment is discussed in further detail in “ITEM 1. BUSINESS—PECO” of this Form10-K.

Executive Overview

A discussion of items pertinent to PECO’s executive overview is set forth under “EXELON CORPORATION—Executive Overview” of this Form10-K.

Results of Operations

Year Ended December 31, 20142016 Compared to Year Ended December 31, 20132015 and Year Ended December 31, 20132015 Compared to Year Ended December 31, 20122014

A discussion of PECO’s results of operations for 20142016 compared to 20132015 and for 20132015 compared to 20122014 is set forth under “Results of Operations—PECO” in “EXELON CORPORATION—Results of Operations” of this Form10-K.

Liquidity and Capital Resources

PECO’s business is capital intensive and requires considerable capital resources. PECO’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper or participation in the intercompany money pool. PECO’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. If these conditions deteriorate to where PECO no longer has access to the capital markets at reasonable terms, PECO has access to a revolving credit facility. At December 31, 2014,2016, PECO had access to a revolving credit facility with aggregate bank commitments of $600 million.

See the “Credit Matters” section of “Liquidity“EXELON CORPORATION—Liquidity and Capital Resources” and Note 14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form10-Kfor additionalfurther discussion.

Capital resources are used primarily to fund PECO’s capital requirements, including construction, retirement of debt, the payment of dividends and contributions to Exelon’s pension plans. Additionally, PECO operates in a rate-regulated environment in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time.

Cash Flows from Operating Activities

A discussion of items pertinent to PECO’s cash flows from operating activities is set forth under “Cash Flows from Operating Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Investing Activities

A discussion of items pertinent to PECO’s cash flows from investing activities is set forth under “Cash Flows from Investing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Financing Activities

A discussion of items pertinent to PECO’s cash flows from financing activities is set forth under “Cash Flows from Financing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Credit Matters

A discussion of credit matters pertinent to PECO is set forth under “Credit Matters” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Contractual Obligations andOff-Balance Sheet Arrangements

A discussion of PECO’s contractual obligations, commercial commitments andoff-balance sheet arrangements is set forth under “Contractual Obligations andOff-Balance Sheet Arrangements” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Critical Accounting Policies and Estimates

See Exelon, Generation, ComEd and PECO—All Registrants—Critical Accounting Policies and Estimates above for a discussion of PECO’s critical accounting policies and estimates.

New Accounting Pronouncements

See Note 11—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.

 

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

PECO

PECO is exposed to market risks associated with credit and interest rates. These risks are described above under “Quantitative and Qualitative Disclosures about Market Risk—Exelon.”

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BGE

BGE

General

BGE operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services in central Maryland, including the City of Baltimore, and the purchase and regulated retail sale of natural gas and the provision of distribution service in central Maryland, including the City of Baltimore. This segment is discussed in further detail in “ITEM 1. BUSINESS—BGE” of this Form10-K.

Executive Overview

A discussion of items pertinent to BGE’s executive overview is set forth under “EXELON CORPORATION—Executive Overview” of this Form10-K.

Results of Operations

Year Ended December 31, 20142016 Compared to Year Ended December 31, 20132015 and Year Ended December 31, 20132015 Compared to Year Ended December 31, 20122014

A discussion of BGE’s results of operations for 20142016 compared to 20132015 and for 20132015 compared to 20122014 is set forth under “Results of Operations—BGE” in “EXELON CORPORATION—Results of Operations” of this Form10-K.

Liquidity and Capital Resources

BGE’s business is capital intensive and requires considerable capital resources. BGE’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt or commercial paper. BGE’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. If these conditions deteriorate to where BGE no longer has access to the capital markets at reasonable terms, BGE has access to a revolving credit facility. At December 31, 2014,2016, BGE had access to a revolving credit facility with aggregate bank commitments of $600 million.

See the “Credit Matters” section of “Liquidity“EXELON CORPORATION—Liquidity and Capital Resources” and Note 14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form10-Kfor additionalfurther discussion.

Capital resources are used primarily to fund BGE’s capital requirements, including construction, retirement of debt, the payment of dividends and contributions to Exelon’s pension plans. Additionally, BGE operates in a rate-regulated environment in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time.

Cash Flows from Operating Activities

A discussion of items pertinent to BGE’s cash flows from operating activities is set forth under “Cash Flows from Operating Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Investing Activities

A discussion of items pertinent to BGE’s cash flows from investing activities is set forth under “Cash Flows from Investing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Financing Activities

A discussion of items pertinent to BGE’s cash flows from financing activities is set forth under “Cash Flows from Financing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Credit Matters

A discussion of credit matters pertinent to BGE is set forth under “Credit Matters” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Contractual Obligations andOff-Balance Sheet Arrangements

A discussion of BGE’s contractual obligations, commercial commitments andoff-balance sheet arrangements is set forth under “Contractual Obligations andOff-Balance Sheet Arrangements” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Critical Accounting Policies and Estimates

See Exelon, Generation, ComEd, PECO and BGE—All Registrants—Critical Accounting Policies and Estimates above for a discussion of BGE’s critical accounting policies and estimates.

New Accounting Pronouncements

See Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.

 

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

BGE

BGE is exposed to market risks associated with credit and interest rates. These risks are described above under “Quantitative and Qualitative Disclosures about Market Risk—Exelon.”

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PHI

General

PHI has three reportable segments Pepco, DPL, and ACE. Its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services, and to a lesser extent, the purchase and regulated retail sale and supply of natural gas in Delaware. This segment is discussed in further detail in “ITEM 1. BUSINESS—PHI” of this Form10-K.

Executive Overview

A discussion of items pertinent to PHI’s executive overview is set forth under “EXELON CORPORATION—Executive Overview” of this Form10-K.

Results of Operations

Successor Period of March 24, 2016 to December 31, 2016, Predecessor Period of January 1, 2016 to March 23, 2016, and Predecessor Period Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

A discussion of PHI’s results of operations for March 24, 2016 to December 31, 2016 and January 1, 2016 to March 23, 2016 and 2015 compared to 2014 is set forth under “Results of Operations—PHI” in “EXELON CORPORATION—Results of Operations” of this Form10-K.

Liquidity and Capital Resources

PHI’s business is capital intensive and requires considerable capital resources. PHI’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt or commercial paper, borrowings from the Exelon money pool or capital contributions from Exelon. PHI’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general.

See “EXELON CORPORATION—Liquidity and Capital Resources” and Note 14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form10-K for further discussion.

Capital resources are used primarily to fund PHI’s capital requirements, including construction, retirement of debt, the payment of dividends and contributions to Exelon’s pension plans. Additionally, PHI operates in a rate-regulated environment in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time.

Cash Flows from Operating Activities

A discussion of items pertinent to PHI’s cash flows from operating activities is set forth under “Cash Flows from Operating Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Investing Activities

A discussion of items pertinent to PHI’s cash flows from investing activities is set forth under “Cash Flows from Investing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Financing Activities

A discussion of items pertinent to PHI’s cash flows from financing activities is set forth under “Cash Flows from Financing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Credit Matters

A discussion of credit matters pertinent to PHI is set forth under “Credit Matters” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Contractual Obligations andOff-Balance Sheet Arrangements

A discussion of PHI’s contractual obligations, commercial commitments andoff-balance sheet arrangements is set forth under “Contractual Obligations andOff-Balance Sheet Arrangements” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Critical Accounting Policies and Estimates

See All Registrants—Critical Accounting Policies and Estimates above for a discussion of PHI’s critical accounting policies and estimates.

New Accounting Pronouncements

See Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

PHI

PHI is exposed to market risks associated with commodity price, credit and interest rates. These risks are described above under “Quantitative and Qualitative Disclosures about Market Risk—Exelon.”

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Pepco

General

Pepco operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services to retail customers in District of Columbia and major portions of Prince George’s County and Montgomery County in Maryland. This segment is discussed in further detail in “ITEM 1. BUSINESS—Pepco” of this Form10-K.

Executive Overview

A discussion of items pertinent to Pepco’s executive overview is set forth under “EXELON CORPORATION—Executive Overview” of this Form10-K.

Results of Operations

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015 and Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

A discussion of Pepco’s results of operations for 2016 compared to 2015 and for 2015 compared to 2014 is set forth under “Results of Operations—Pepco” in “EXELON CORPORATION—Results of Operations” of this Form10-K.

Liquidity and Capital Resources

Pepco’s business is capital intensive and requires considerable capital resources. Pepco’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper or credit facility borrowings. Pepco’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. At December 31, 2016, Pepco had access to a revolving credit facility with aggregate bank commitments of $300 million.

See “EXELON CORPORATION—Liquidity and Capital Resources” and Note 14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form10-K for further discussion.

Capital resources are used primarily to fund Pepco’s capital requirements, including construction, retirement of debt, and contributions to Exelon’s pension plans. Additionally, Pepco operates in rate-regulated environments in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time.

Cash Flows from Operating Activities

A discussion of items pertinent to Pepco’s cash flows from operating activities is set forth under “Cash Flows from Operating Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Investing Activities

A discussion of items pertinent to Pepco’s cash flows from investing activities is set forth under “Cash Flows from Investing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Financing Activities

A discussion of items pertinent to Pepco’s cash flows from financing activities is set forth under “Cash Flows from Financing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Credit Matters

A discussion of credit matters pertinent to Pepco is set forth under “Credit Matters” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Contractual Obligations andOff-Balance Sheet Arrangements

A discussion of Pepco’s contractual obligations, commercial commitments andoff-balance sheet arrangements is set forth under “Contractual Obligations andOff-Balance Sheet Arrangements” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Critical Accounting Policies and Estimates

See All Registrants—Critical Accounting Policies and Estimates above for a discussion of Pepco’s critical accounting policies and estimates.

New Accounting Pronouncements

See Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pepco

Pepco is exposed to market risks associated with credit and interest rates. These risks are described above under “Quantitative and Qualitative Disclosures about Market Risk—Exelon.”

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DPL

General

DPL operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services in portions of Maryland and Delaware, and the purchase and regulated retail sale and supply of natural gas in New Castle County, Delaware. This segment is discussed in further detail in “ITEM 1. BUSINESS—DPL” of this Form10-K.

Executive Overview

A discussion of items pertinent to DPL’s executive overview is set forth under “EXELON CORPORATION—Executive Overview” of this Form10-K.

Results of Operations

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015 and Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

A discussion of DPL’s results of operations for 2016 compared to 2015 and for 2015 compared to 2014 is set forth under “Results of Operations—DPL” in “EXELON CORPORATION—Results of Operations” of this Form10-K.

Liquidity and Capital Resources

DPL’s business is capital intensive and requires considerable capital resources. DPL’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt or commercial paper. DPL’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. If these conditions deteriorate to where DPL no longer has access to the capital markets at reasonable terms, DPL has access to a revolving credit facility. At December 31, 2016, DPL had access to a revolving credit facility with aggregate bank commitments of $300 million.

See “EXELON CORPORATION—Liquidity and Capital Resources” and Note 14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form10-K for further discussion.

Capital resources are used primarily to fund DPL’s capital requirements, including construction, retirement of debt, the payment of dividends and contributions to Exelon’s pension plans. Additionally, DPL operates in a rate-regulated environment in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time.

Cash Flows from Operating Activities

A discussion of items pertinent to DPL’s cash flows from operating activities is set forth under “Cash Flows from Operating Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Investing Activities

A discussion of items pertinent to DPL’s cash flows from investing activities is set forth under “Cash Flows from Investing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Financing Activities

A discussion of items pertinent to DPL’s cash flows from financing activities is set forth under “Cash Flows from Financing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Credit Matters

A discussion of credit matters pertinent to DPL is set forth under “Credit Matters” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Contractual Obligations andOff-Balance Sheet Arrangements

A discussion of DPL’s contractual obligations, commercial commitments andoff-balance sheet arrangements is set forth under “Contractual Obligations andOff-Balance Sheet Arrangements” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Critical Accounting Policies and Estimates

See All Registrants—Critical Accounting Policies and Estimates above for a discussion of DPL’s critical accounting policies and estimates.

New Accounting Pronouncements

See Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

DPL

DPL is exposed to market risks associated with commodity price, credit and interest rates. These risks are described above under “Quantitative and Qualitative Disclosures about Market Risk—Exelon.”

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ACE

General

ACE operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services to retail customers in portions of southern New Jersey. This segment is discussed in further detail in “ITEM 1. BUSINESS—ACE” of this Form10-K.

Executive Overview

A discussion of items pertinent to ACE’s executive overview is set forth under “EXELON CORPORATION—Executive Overview” of this Form10-K.

Results of Operations

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015 and Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

A discussion of ACE’s results of operations for 2016 compared to 2015 and for 2015 compared to 2014 is set forth under “Results of Operations—ACE” in “EXELON CORPORATION—Results of Operations” of this Form10-K.

Liquidity and Capital Resources

ACE’s business is capital intensive and requires considerable capital resources. ACE’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper or credit facility borrowings. ACE’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. At December 31, 2016, ACE had access to a revolving credit facility with aggregate bank commitments of $300 million.

See “EXELON CORPORATION—Liquidity and Capital Resources” and Note 14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form10-K for further discussion.

Capital resources are used primarily to fund ACE’s capital requirements, including construction, retirement of debt, and contributions to Exelon’s pension plans. Additionally, ACE operates in rate-regulated environments in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time.

Cash Flows from Operating Activities

A discussion of items pertinent to ACE’s cash flows from operating activities is set forth under “Cash Flows from Operating Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Investing Activities

A discussion of items pertinent to ACE’s cash flows from investing activities is set forth under “Cash Flows from Investing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Cash Flows from Financing Activities

A discussion of items pertinent to ACE’s cash flows from financing activities is set forth under “Cash Flows from Financing Activities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Credit Matters

A discussion of credit matters pertinent to ACE is set forth under “Credit Matters” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Contractual Obligations andOff-Balance Sheet Arrangements

A discussion of ACE’s contractual obligations, commercial commitments andoff-balance sheet arrangements is set forth under “Contractual Obligations andOff-Balance Sheet Arrangements” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form10-K.

Critical Accounting Policies and Estimates

See All Registrants—Critical Accounting Policies and Estimates above for a discussion of ACE’s critical accounting policies and estimates.

New Accounting Pronouncements

See Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ACE

ACE is exposed to market risks associated with credit and interest rates. These risks are described above under “Quantitative and Qualitative Disclosures about Market Risk—Exelon.”

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Management’s Report on Internal Control Over Financial Reporting

The management of Exelon Corporation (Exelon) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Exelon’s management conducted an assessment of the effectiveness of Exelon’s internal control over financial reporting as of December 31, 2014.2016. In making this assessment, management used the criteria inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, Exelon’s management concluded that, as of December 31, 2014,2016, Exelon’s internal control over financial reporting was effective.

We excluded Integrys, which we acquired on November 1, 2014,ConEdison Solutions from management’sour assessment of internal control over financial reporting as of December 31, 2016 because it was acquired by the Company in a purchase business combination on September 1, 2016. The total assets and total operating revenues related to ConEdison Solutions, a wholly-owned subsidiary, represent less than 1% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2016.

The effectiveness of Exelon’s internal control over financial reporting as of December 31, 2014. This exclusion is in accordance with the SEC’s general guidance that an assessment of a recently acquired business may be omitted from our scope in the year of acquisition.

The effectiveness of the Exelon’s internal control over financial reporting as of December 31, 2014,2016, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

February 13, 20152017

Management’s Report on Internal Control Over Financial Reporting

The management of Exelon Generation Company, LLC (Generation) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Generation’s management conducted an assessment of the effectiveness of Generation’s internal control over financial reporting as of December 31, 2014.2016. In making this assessment, management used the criteria inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, Generation’s management concluded that, as of December 31, 2014,2016, Generation’s internal control over financial reporting was effective.

We excluded Integrys, which we acquired on November 1, 2014,ConEdison Solutions from management’sour assessment of internal control over financial reporting as of December 31, 2016 because it was acquired by the Company in a purchase business combination on September 1, 2016. The total assets and total operating revenues related to ConEdison Solutions, a wholly-owned subsidiary, represent less than 1% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2016.

The effectiveness of Generation’s internal control over financial reporting as of December 31, 2014. This exclusion is in accordance with the SEC’s general guidance that an assessment of a recently acquired business may be omitted from our scope in the year of acquisition.

The effectiveness of the Generation’s internal control over financial reporting as of December 31, 2014,2016, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

February 13, 20152017

Management’s Report on Internal Control Over Financial Reporting

The management of Commonwealth Edison Company (ComEd) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

ComEd’s management conducted an assessment of the effectiveness of ComEd’s internal control over financial reporting as of December 31, 2014.2016. In making this assessment, management used the criteria inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, ComEd’s management concluded that, as of December 31, 2014,2016, ComEd’s internal control over financial reporting was effective.

The effectiveness of the ComEd’s internal control over financial reporting as of December 31, 2014,2016, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

February 13, 20152017

Management’s Report on Internal Control Over Financial Reporting

The management of PECO Energy Company (PECO) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PECO’s management conducted an assessment of the effectiveness of PECO’s internal control over financial reporting as of December 31, 2014.2016. In making this assessment, management used the criteria inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, PECO’s management concluded that, as of December 31, 2014,2016, PECO’s internal control over financial reporting was effective.

The effectiveness of the PECO’s internal control over financial reporting as of December 31, 2014,2016, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

February 13, 20152017

Management’s Report on Internal Control Over Financial Reporting

The management of Baltimore Gas and Electric Company (BGE) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

BGE’s management conducted an assessment of the effectiveness of BGE’s internal control over financial reporting as of December 31, 2014.2016. In making this assessment, management used the criteria inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, BGE’s management concluded that, as of December 31, 2014,2016, BGE’s internal control over financial reporting was effective.

The effectiveness of BGE’s internal control over financial reporting as of December 31, 2014,2016, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

February 13, 2017

Management’s Report on Internal Control Over Financial Reporting

The management of Pepco Holdings LLC (PHI) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PHI’s management conducted an assessment of the effectiveness of PHI’s internal control over financial reporting as of December 31, 2016. In making this assessment, management used the criteria inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, PHI’s management concluded that, as of December 31, 2016, PHI’s internal control over financial reporting was effective.

The effectiveness of PHI’s internal control over financial reporting as of December 31, 2016, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

February 13, 20152017

Management’s Report on Internal Control Over Financial Reporting

The management of Potomac Electric Power Company (Pepco) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Pepco’s management conducted an assessment of the effectiveness of Pepco’s internal control over financial reporting as of December 31, 2016. In making this assessment, management used the criteria inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, Pepco’s management concluded that, as of December 31, 2016, Pepco’s internal control over financial reporting was effective.

February 13, 2017

Management’s Report on Internal Control Over Financial Reporting

The management of Delmarva Power & Light Company (DPL) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

DPL’s management conducted an assessment of the effectiveness of DPL’s internal control over financial reporting as of December 31, 2016. In making this assessment, management used the criteria inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, DPL’s management concluded that, as of December 31, 2016, DPL’s internal control over financial reporting was effective.

February 13, 2017

Management’s Report on Internal Control Over Financial Reporting

The management of Atlantic City Electric Company (ACE) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

ACE’s management conducted an assessment of the effectiveness of ACE’s internal control over financial reporting as of December 31, 2016. In making this assessment, management used the criteria inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, ACE’s management concluded that, as of December 31, 2016, ACE’s internal control over financial reporting was effective.

February 13, 2017

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Exelon Corporation:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Exelon Corporation (the “Company”) and its subsidiaries at December 31, 20142016 and 20132015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20142016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) presentspresent fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014,2016, based on criteria established inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control overOver Financial Reporting appearing under Item 8. Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management’s Report on Internal Control overOver Financial Reporting, appearing under Item 8, management has excluded Integrys Energy Services,Consolidated Edison Solutions, Inc. (“Integrys”) from its

assessment of internal control over financial reporting as of December 31, 20142016 because it was acquired by the Company in a purchase business combination on NovemberSeptember 1, 2014.2016. We have also excluded IntegrysConsolidated Edison Solutions, Inc. from our audit of internal control over financial reporting. IntegrysConsolidated Edison Solutions, Inc. is a wholly-owned subsidiary whose total assets and total operating revenues represent 0.74%less than 1% and 1.41%1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2014.

2016.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 13, 20152017

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Member of Exelon Generation Company, LLC:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Exelon Generation Company, LLC (the “Company”) and its subsidiaries at December 31, 20142016 and 20132015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20142016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014,2016, based on criteria established inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control overOver Financial Reporting appearing under Item 8. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management’s Report on Internal Control overOver Financial Reporting, appearing under Item 8, management has excluded Integrys Energy Services,Consolidated Edison Solutions, Inc. (“Integrys”) from its assessment of internal control over financial reporting as of December 31, 20142016 because it was acquired by the Company in a purchase business combination on NovemberSeptember 1, 2014.2016. We have also excluded IntegrysConsolidated Edison Solutions, Inc. from our audit of internal control over financial reporting. IntegrysConsolidated Edison Solutions, Inc. is a wholly-owned subsidiary whose total assets and total operating revenues represent 1.42%less than 1% and 2.22%2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2014.

2016.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

February 13, 20152017

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Commonwealth Edison Company:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Commonwealth Edison Company (the “Company”) and its subsidiaries at December 31, 20142016 and 2013,2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20142016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014,2016, based on criteria established inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control overOver Financial Reporting appearing under Item 8. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 13, 20152017

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of PECO Energy Company:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of PECO Energy Company (the “Company”) and its subsidiaries at December 31, 20142016 and 20132015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20142016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014,2016, based on criteria established inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control overOver Financial Reporting appearing under Item 8. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 13, 20152017

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Baltimore Gas and Electric Company:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Baltimore Gas and Electric Company (the “Company”) and its subsidiaries at December 31, 20142016 and 20132015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20142016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014,2016, based on criteria established inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control overOver Financial Reporting appearing under Item 8. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

February 13, 2017

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Member of Pepco Holdings LLC:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Pepco Holdings LLC and its subsidiaries (Successor) at December 31, 2016, and the results of their operations and their cash flows for the period from March 24, 2016 to December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Washington, D.C.

February 13, 2017

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Member of Pepco Holdings LLC:

In our opinion, the financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Pepco Holdings LLC and its subsidiaries (formerly Pepco Holdings, Inc.) (Predecessor) at December 31, 2015, and the results of their operations and their cash flows for the period January 1, 2016 to March 23, 2016 and for each of the two years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the financial statements, the Company changed the manner in which it accounts for interest on uncertain tax positions in 2016.

/s/ PricewaterhouseCoopers LLP

Baltimore, MarylandWashington, D.C.

February 13, 20152017

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of Potomac Electric Power Company:

In our opinion, the financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Potomac Electric Power Company at December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Washington, D.C.

February 13, 2017

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of Delmarva Power & Light Company:

In our opinion, the financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Delmarva Power & Light Company at December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Washington, D.C.

February 13, 2017

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of Atlantic City Electric Company:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Atlantic City Electric Company and its subsidiary at December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for its regulatory recovery mechanism for purchased power costs associated with Basic Generation Service in 2016.

/s/ PricewaterhouseCoopers LLP

Washington, D.C.

February 13, 2017

 

[THIS PAGE INTENTIONALLY LEFT BLANK]

Exelon Corporation and Subsidiary Companies

Consolidated Statements of Operations and Comprehensive Income

 

    For the Years Ended
December 31,
 

(In millions, except per share data)

  2014  2013  2012 

Operating revenues

  $27,429   $24,888   $23,489  

Operating expenses

    

Purchased power and fuel

   12,472    9,468    9,121  

Purchased power and fuel from affiliates

   531    1,256    1,036  

Operating and maintenance

   8,568    7,270    7,961  

Depreciation and amortization

   2,314    2,153    1,881  

Taxes other than income

   1,154    1,095    1,019  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   25,039    21,242    21,018  
  

 

 

  

 

 

  

 

 

 

Equity in (losses) earnings of unconsolidated affiliates

   (20  10    (91

Gain (loss) on sales of assets

   437    13    (7

Gain on consolidation and acquisition of businesses

   289    —      —    
  

 

 

  

 

 

  

 

 

 

Operating income

   3,096    3,669    2,373  
  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

    

Interest expense, net

   (1,024  (1,315  (891

Interest expense to affiliates, net

   (41  (41  (37

Other, net

   455    460    353  
  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   (610  (896  (575
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   2,486    2,773    1,798  

Income taxes

   666    1,044    627  
  

 

 

  

 

 

  

 

 

 

Net income

   1,820    1,729    1,171  

Net income attributable to noncontrolling interest, preferred security dividends and preference stock dividends

   197    10    11  
  

 

 

  

 

 

  

 

 

 

Net income attributable to common shareholders

   1,623    1,719    1,160  
  

 

 

  

 

 

  

 

 

 

Comprehensive income (loss), net of income taxes

    

Net income

   1,820    1,729    1,171  

Other comprehensive income (loss), net of income taxes

    

Pension and non-pension postretirement benefit plans:

    

Prior service (benefit) cost reclassified to periodic benefit cost

   (30  —      1  

Actuarial loss reclassified to periodic cost

   147    208    168  

Transition obligation reclassified to periodic cost

   —      —      2  

Pension and non-pension postretirement benefit plan valuation adjustment

   (497  669    (371

Unrealized loss on cash flow hedges

   (148  (248  (120

Unrealized gain on marketable securities

   1    2    2  

Unrealized gain on equity investments

   8    106    1  

Unrealized loss on foreign currency translation

   (9  (10  —    

Reversal of CENG equity method AOCI

   (116  —      —    
  

 

 

  

 

 

  

 

 

 

Other comprehensive (loss) income

   (644  727    (317
  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $1,176   $2,456   $854  
  

 

 

  

 

 

  

 

 

 

Average shares of common stock outstanding:

    

Basic

   860    856    816  

Diluted

   864    860    819  

Earnings per average common share:

    

Basic

  $1.89   $2.01   $1.42  

Diluted

  $1.88   $2.00   $1.42  
  

 

 

  

 

 

  

 

 

 

Dividends per common share

  $1.24   $1.46   $2.10  
  

 

 

  

 

 

  

 

 

 

   For the Years Ended
December 31,
 

(In millions, except per share data)

  2016  2015  2014 

Operating revenues

    

Competitive businesses revenues

  $16,324   $18,395   $16,637  

Rate-regulated utility revenues

   15,036    11,052    10,792  
  

 

 

  

 

 

  

 

 

 

Total operating revenues

   31,360    29,447    27,429  

Operating expenses

    

Competitive businesses purchased power and fuel

   8,817    10,007    9,369  

Rate-regulated utility purchased power and fuel

   3,823    3,077    3,103  

Purchased power and fuel from affiliates

   —      —      531  

Operating and maintenance

   10,048    8,322    8,568  

Depreciation and amortization

   3,936    2,450    2,314  

Taxes other than income

   1,576    1,200    1,154  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   28,200    25,056    25,039  
  

 

 

  

 

 

  

 

 

 

Equity in losses of unconsolidated affiliates

   —      —      (20

Gain (Loss) on sales of assets

   (48  18    437  

Gain on consolidation and acquisition of businesses

   —      —      289  
  

 

 

  

 

 

  

 

 

 

Operating income

   3,112    4,409    3,096  
  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

    

Interest expense, net

   (1,495  (992  (1,024

Interest expense to affiliates

   (41  (41  (41

Other, net

   413    (46  455  
  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   (1,123  (1,079  (610
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   1,989    3,330    2,486  

Income taxes

   761    1,073    666  

Equity in losses of unconsolidated affiliates

   (24  (7  —    
  

 

 

  

 

 

  

 

 

 

Net income

   1,204    2,250    1,820  

Net income (loss) attributable to noncontrolling interests and preference stock dividends

   70    (19  197  
  

 

 

  

 

 

  

 

 

 

Net income attributable to common shareholders

  $1,134   $2,269   $1,623  
  

 

 

  

 

 

  

 

 

 

Comprehensive income, net of income taxes

    

Net income

  $1,204   $2,250   $1,820  

Other comprehensive income (loss), net of income taxes

    

Pension andnon-pension postretirement benefit plans:

    

Prior service benefit reclassified to periodic benefit cost

   (48  (46  (30

Actuarial loss reclassified to periodic benefit cost

   184    220    147  

Pension andnon-pension postretirement benefit plan valuation adjustment

   (181  (99  (497

Unrealized gain (loss) on cash flow hedges

   2    9    (148

Unrealized gain on marketable securities

   1    —      1  

Unrealized (loss) gain on equity investments

   (4  (3  8  

Unrealized gain (loss) on foreign currency translation

   10    (21  (9

Reversal of CENG equity method AOCI

   —      —      (116
  

 

 

  

 

 

  

 

 

 

Other comprehensive (loss) income

   (36  60    (644
  

 

 

  

 

 

  

 

 

 

Comprehensive income

   1,168    2,310    1,176  
  

 

 

  

 

 

  

 

 

 

Comprehensive income (loss) attributable to noncontrolling interests and preference stock dividends

   70    (19  197  
  

 

 

  

 

 

  

 

 

 

Comprehensive income attributable to common shareholders

  $1,098   $2,329   $979  
  

 

 

  

 

 

  

 

 

 

Average shares of common stock outstanding:

    

Basic

   924    890    860  

Diluted

   927    893    864  

Earnings per average common share:

    

Basic

  $1.23   $2.55   $1.89  

Diluted

  $1.22   $2.54   $1.88  
  

 

 

  

 

 

  

 

 

 

Dividends per common share

  $1.26   $1.24   $1.24  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Exelon Corporation and Subsidiary Companies

Consolidated Statements of Cash Flows

 

   For the Years Ended
December 31,
 

(In millions)

  2014  2013  2012 

Cash flows from operating activities

    

Net income

  $1,820   $1,729   $1,171  

Adjustments to reconcile net income to net cash flows provided by operating activities:

    

Depreciation, amortization, depletion and accretion, including nuclear fuel and energy contract amortization

   3,868    3,779    4,079  

Impairment of long-lived assets

   687    171    284  

Gain on consolidation and acquisition of businesses

   (296  —      —    

(Gain) loss on sales of assets

   (437  (13  7  

Deferred income taxes and amortization of investment tax credits

   502    119    615  

Net fair value changes related to derivatives

   716    (445  (604

Net realized and unrealized gains on nuclear decommissioning trust fund investments

   (210  (170  (157

Other non-cash operating activities

   1,054    718    1,364  

Changes in assets and liabilities:

    

Accounts receivable

   (318  (97  243  

Inventories

   (380  (100  26  

Accounts payable, accrued expenses and other current liabilities

   209    (90  (632

Option premiums received (paid), net

   38    (36  (114

Counterparty collateral (posted) received, net

   (1,478  215    135  

Income taxes

   (143  883    544  

Pension and non-pension postretirement benefit contributions

   (617  (422  (462

Other assets and liabilities

   (558  102    (368
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operating activities

   4,457    6,343    6,131  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

    

Capital expenditures

   (6,077  (5,395  (5,789

Proceeds from termination of direct financing lease investment

   335    —      —    

Proceeds from nuclear decommissioning trust fund sales

   7,396    4,217    7,265  

Investment in nuclear decommissioning trust funds

   (7,551  (4,450  (7,483

Cash and restricted cash acquired from consolidations and acquisitions

   140    —      964  

Acquisitions of businesses

   (386  —      (21

Proceeds from sales of long-lived assets

   1,719    32    371  

Proceeds from sales of investments

   7    22    28  

Purchases of investments

   (3  (4  (13

Change in restricted cash

   (104  (43  (34

Distribution from CENG

   13    115    —    

Other investing activities

   (88  112    136  
  

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities

   (4,599  (5,394  (4,576
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

    

Payment of accounts receivable agreement

   —      (210  (15

Changes in short-term borrowings

   122    332    (197

Issuance of long-term debt

   3,463    2,055    2,027  

Retirement of long-term debt

   (1,545  (1,589  (1,145

Redemption of preferred securities

   —      (93  —    

Distributions to noncontrolling interest of consolidated VIE

   (421  —      —    

Dividends paid on common stock

   (1,065  (1,249  (1,716

Proceeds from employee stock plans

   35    47    72  

Other financing activities

   (178  (119  (111
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by (used in) financing activities

   411    (826  (1,085
  

 

 

  

 

 

  

 

 

 

Increase in cash and cash equivalents

   269    123    470  

Cash and cash equivalents at beginning of period

   1,609    1,486    1,016  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $1,878   $1,609   $1,486  
  

 

 

  

 

 

  

 

 

 

   For the Years Ended
December 31,
 

(In millions)

  2016  2015  2014 

Cash flows from operating activities

    

Net income

  $1,204   $2,250   $1,820  

Adjustments to reconcile net income to net cash flows provided by operating activities:

    

Depreciation, amortization, and accretion, including nuclear fuel and energy contract amortization

   5,576    3,987    3,868  

Impairments of long-lived assets

   306    36    687  

Gain on consolidation and acquisition of businesses

   —      —      (296

(Gain) Loss on sales of assets

   48    (18  (437

Deferred income taxes and amortization of investment tax credits

   664    752    502  

Net fair value changes related to derivatives

   24    (367  716  

Net realized and unrealized (gains) losses on nuclear decommissioning trust fund investments

   (229  131    (210

Othernon-cash operating activities

   1,333    1,109    1,054  

Changes in assets and liabilities:

    

Accounts receivable

   (432  240    (318

Inventories

   7    4    (380

Accounts payable and accrued expenses

   771    (121  49  

Option premiums (paid) received, net

   (66  58    38  

Collateral received (posted), net

   931    347    (1,719

Income taxes

   576    97    (143

Pension andnon-pension postretirement benefit contributions

   (397  (502  (617

Deposit with IRS

   (1,250  —      —    

Other assets and liabilities

   (621  (387  (157
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operating activities

   8,445    7,616    4,457  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

    

Capital expenditures

   (8,553  (7,624  (6,077

Proceeds from termination of direct financing lease investment

   360    —      335  

Proceeds from nuclear decommissioning trust fund sales

   9,496    6,895    7,396  

Investment in nuclear decommissioning trust funds

   (9,738  (7,147  (7,551

Cash and restricted cash acquired from consolidations and acquisitions

   —      —      140  

Acquisitions of businesses, net

   (6,934  (40  (386

Proceeds from sales of long-lived assets

   61    147    1,719  

Proceeds from sales of investments

   —      —      7  

Purchases of investments

   —      —      (3

Change in restricted cash

   (42  66    (104

Distribution from CENG

   —      —      13  

Other investing activities

   (153  (119  (88
  

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities

   (15,503  (7,822  (4,599
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

    

Changes in short-term borrowings

   (353  80    122  

Proceeds from short-term borrowings with maturities greater than 90 days

   240    —      —    

Repayments on short-term borrowings with maturities greater than 90 days

   (462  —      —    

Issuance of long-term debt

   4,716    6,709    3,463  

Retirement of long-term debt

   (1,936  (2,687  (1,545

Issuance of common stock

   —      1,868    —    

Redemption of preference stock

   (190  —      —    

Distributions to noncontrolling interests of consolidated VIE

   —      —      (421

Dividends paid on common stock

   (1,166  (1,105  (1,065

Proceeds from employee stock plans

   55    32    35  

Sale of noncontrolling interests

   372    32    —    

Other financing activities

   (85  (99  (178
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by financing activities

   1,191    4,830    411  
  

 

 

  

 

 

  

 

 

 

(Decrease) Increase in cash and cash equivalents

   (5,867  4,624    269  

Cash and cash equivalents at beginning of period

   6,502    1,878    1,609  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $635   $6,502   $1,878  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Exelon Corporation and Subsidiary Companies

Consolidated Balance Sheets

 

   December 31, 

(In millions)

  2014   2013 
ASSETS    

Current assets

    

Cash and cash equivalents

  $1,878    $1,609  

Restricted cash and cash equivalents

   271     167  

Accounts receivable, net

    

Customer

   3,482     2,981  

Other

   1,227     1,175  

Mark-to-market derivative assets

   1,279     727  

Unamortized energy contract assets

   254     374  

Inventories, net

    

Fossil fuel

   579     276  

Materials and supplies

   1,024     829  

Deferred income taxes

   244     573  

Regulatory assets

   847     760  

Assets held for sale

   147     14  

Other

   865     652  
  

 

 

   

 

 

 

Total current assets

   12,097     10,137  
  

 

 

   

 

 

 

Property, plant and equipment, net

   52,087     47,330  

Deferred debits and other assets

    

Regulatory assets

   6,076     5,910  

Nuclear decommissioning trust funds

   10,537     8,071  

Investments

   544     1,187  

Investment in CENG

   —       1,925  

Goodwill

   2,672     2,625  

Mark-to-market derivative assets

   773     607  

Unamortized energy contract assets

   549     710  

Pledged assets for Zion Station decommissioning

   319     458  

Other

   1,160     964  
  

 

 

   

 

 

 

Total deferred debits and other assets

   22,630     22,457  
  

 

 

   

 

 

 

Total assets(a)

  $86,814    $79,924  
  

 

 

   

 

 

 

   December 31, 

(In millions)

  2016   2015 
ASSETS    

Current assets

    

Cash and cash equivalents

  $635    $6,502  

Restricted cash and cash equivalents

   253     205  

Deposit with IRS

   1,250     —    

Accounts receivable, net

    

Customer

   4,158     3,187  

Other

   1,201     912  

Mark-to-market derivative assets

   917     1,365  

Unamortized energy contract assets

   88     86  

Inventories, net

    

Fossil fuel

   364     462  

Materials and supplies

   1,274     1,104  

Regulatory assets

   1,342     759  

Other

   930     752  
  

 

 

   

 

 

 

Total current assets

   12,412     15,334  
  

 

 

   

 

 

 

Property, plant and equipment, net

   71,555     57,439  

Deferred debits and other assets

    

Regulatory assets

   10,046     6,065  

Nuclear decommissioning trust funds

   11,061     10,342  

Investments

   629     639  

Goodwill

   6,677     2,672  

Mark-to-market derivative assets

   492     758  

Unamortized energy contract assets

   447     484  

Pledged assets for Zion Station decommissioning

   113     206  

Other

   1,472     1,445  
  

 

 

   

 

 

 

Total deferred debits and other assets

   30,937     22,611  
  

 

 

   

 

 

 

Total assets(a)

  $114,904    $95,384  
  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

Exelon Corporation and Subsidiary Companies

Consolidated Balance Sheets

 

  December 31,   December 31, 

(In millions)

  2014 2013   2016 2015 
LIABILITIES AND SHAREHOLDERS’ EQUITY      

Current liabilities

      

Short-term borrowings

  $460   $341    $1,267   $533  

Long-term debt due within one year

   1,802    1,509     2,430   1,500  

Accounts payable

   3,048    2,484     3,441   2,883  

Accrued expenses

   1,539    1,633     3,460   2,376  

Payables to affiliates

   8    116     8   8  

Deferred income taxes

   —      40  

Regulatory liabilities

   310    327     602   369  

Mark-to-market derivative liabilities

   234    159     282   205  

Unamortized energy contract liabilities

   238    261     407   100  

Renewable energy credit obligation

   428   302  

PHI Merger related obligation

   151    —    

Other

   1,123    858     981   842  
  

 

  

 

   

 

  

 

 

Total current liabilities

   8,762    7,728     13,457   9,118  
  

 

  

 

   

 

  

 

 

Long-term debt

   19,362    17,623     31,575   23,645  

Long-term debt to financing trusts

   648    648     641   641  

Deferred credits and other liabilities

      

Deferred income taxes and unamortized investment tax credits

   13,019    12,905     18,138   13,776  

Asset retirement obligations

   7,295    5,194     9,111   8,585  

Pension obligations

   3,366    1,876     4,248   3,385  

Non-pension postretirement benefit obligations

   1,742    2,190     1,848   1,618  

Spent nuclear fuel obligation

   1,021    1,021     1,024   1,021  

Regulatory liabilities

   4,550    4,388     4,187   4,201  

Mark-to-market derivative liabilities

   403    300     392   374  

Unamortized energy contract liabilities

   211    266     830   117  

Payable for Zion Station decommissioning

   155    305     14   90  

Other

   2,147    2,540     1,827   1,491  
  

 

  

 

   

 

  

 

 

Total deferred credits and other liabilities

   33,909    30,985     41,619   34,658  
  

 

  

 

   

 

  

 

 

Total liabilities(a)

   62,681    56,984     87,292   68,062  
  

 

  

 

   

 

  

 

 

Commitments and contingencies

      

Contingently redeemable noncontrolling interests

   —     28  

Shareholders’ equity

      

Common stock (No par value, 2,000 shares authorized, 860 and 857 shares outstanding at December 31, 2014 and 2013, respectively)

   16,709    16,741  

Treasury stock, at cost (35 shares held at December 31, 2014 and 2013)

   (2,327  (2,327

Common stock (No par value, 2000 shares authorized, 924 shares and 920 shares outstanding at December 31, 2016 and 2015, respectively)

   18,794   18,676  

Treasury stock, at cost (35 shares at December 31, 2016 and 2015, respectively)

   (2,327 (2,327

Retained earnings

   10,910    10,358     12,030   12,068  

Accumulated other comprehensive loss, net

   (2,684  (2,040   (2,660 (2,624
  

 

  

 

   

 

  

 

 

Total shareholders’ equity

   22,608    22,732     25,837   25,793  

BGE preference stock not subject to mandatory redemption

   193    193     —     193  

Noncontrolling interest

   1,332    15  

Noncontrolling interests

   1,775   1,308  
  

 

  

 

   

 

  

 

 

Total equity

   24,133    22,940     27,612   27,294  
  

 

  

 

   

 

  

 

 

Total liabilities and shareholders’ equity

  $86,814   $79,924    $114,904   $95,384  
  

 

  

 

   

 

  

 

 

 

(a)Exelon’s consolidated assets include $8,160$8,893 million and $1,755$8,268 million at December 31, 20142016 and December 31, 2013,2015, respectively, of certain VIEs that can only be used to settle the liabilities of the VIE. Exelon’s consolidated liabilities include $2,723$3,356 million and $658$3,264 million at December 31, 20142016 and December 31, 2013,2015, respectively, of certain VIEs for which the VIE creditors do not have recourse to Exelon. See Note 2—Variable Interest Entities.

See the Combined Notes to Consolidated Financial Statements

Exelon Corporation and Subsidiary Companies

Consolidated Statements of Changes in Shareholders’ Equity

 

(In millions, shares in

thousands)

 Issued
Shares
  Common
Stock
  Treasury
Stock
  Retained
Earnings
  Accumulated
Other
Comprehensive
Loss
  Non-controlling
Interest
  Preferred
and
Preference
Stock
  Total
Shareholders’
Equity
 

Balance, December 31, 2011

  698,112   $9,107   $(2,327 $10,055   $(2,450 $3   $—     $14,388  

Net income (loss)

  —      —      —      1,160    —      (3  14    1,171  

Long-term incentive plan activity

  2,432    126    —      —      —      —      —      126  

Employee stock purchase plan issuances

  857    26    —      —      —      —      —      26  

Common stock dividends

  —      —      —      (1,322  —      —      —      (1,322

Common stock issuance Constellation merger

  188,124    7,365    —      —      —      —      —      7,365  

Noncontrolling interest acquired

  —      8    —      —      —      106    —      114  

BGE preference stock acquired

  —      —      —      —      —      —      193    193  

Preferred and preference stock dividends

  —      —      —      —      —      —      (14  (14

Other comprehensive loss, net of income taxes

  —      —      —      —      (317  —      —      (317
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2012

  889,525   $16,632   $(2,327 $9,893   $(2,767 $106   $193   $21,730  

Net income (loss)

  —      —      —      1,719    —      (10  20    1,729  

Long-term incentive plan activity

  1,445    81    —      —      —      —      —      81  

Employee stock purchase plan issuances

  1,064    28    —      —      —      —      —      28  

Common stock dividends

  —      —      —      (1,254  —      —      —      (1,254

Consolidated VIE dividend to noncontrolling interest

  —      —      —      —      —      (63  —      (63

Deconsolidation of VIE

  —      —      —      —      —      (18  —      (18

Redemption of preferred securities

  —      —      —      —      —      —      (6  (6

Preferred and preference stock dividends

  —      —      —      —      —      —      (14  (14

Other comprehensive income, net of income taxes

  —      —      —      —      727    —      —      727  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2013

  892,034   $16,741   $(2,327 $10,358   $(2,040 $15   $193   $22,940  

Net income (loss)

  —      —      —      1,623    —      184    13    1,820  

Long-term incentive plan activity

  1,574    72    —      —      —      —      —      72  

Employee stock purchase plan issuances

  960    35    —      —      —      —      —      35  

Tax benefit on stock compensation

  —      (8  ���      —      —      —      —      (8

Acquisition of noncontrolling interest

  —      (2  —      —      —      6    —      4  

Common stock dividends

  —      —      —      (1,071  —      —      —      (1,071

Preferred and preference stock dividends

  —      —      —      —      —      —      (13  (13

Fair value of financing contract payments

  —      (131  —      —      —      —      —      (131

Noncontrolling interest established upon consolidation of CENG

  —      —      —      —      —      1,548    —      1,548  

Transfer of CENG pension and non-pension postretirement benefit obligations

  —      2    —      —      —      —      —      2  

Consolidated VIE dividend to noncontrolling interest

  —      —      —      —      —      (421  —      (421

Reversal of CENG equity method AOCI, net of income taxes

  —      —      —      —      (116  —      —      (116

Other comprehensive loss, net of income taxes

  —      —      —      —      (528  —      —      (528
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2014

  894,568   $16,709   $(2,327 $10,910   $(2,684 $1,332   $193   $24,133  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(In millions, shares in
thousands)

 Issued
Shares
  Common
Stock
  Treasury
Stock
  Retained
Earnings
  Accumulated
Other
Comprehensive
Loss
  Noncontrolling
Interests
  Preference
Stock
  Total
Shareholders’
Equity
 

Balance, December 31, 2013

  892,034   $16,741   $(2,327 $10,358   $(2,040 $15   $193   $22,940  

Net income

  —      —      —      1,623    —      184    13    1,820  

Long-term incentive plan activity

  1,574    72    —      —      —      —      —      72  

Employee stock purchase plan issuances

  960    35    —      —      —      —      —      35  

Tax benefit on stock compensation

  —      (8  —      —      —      —      —      (8

Acquisition of noncontrolling interests

  —      (2  —      —      —      6    —      4  

Common stock dividends

  —      —      —      (1,071  —      —      —      (1,071

Preference stock dividends

  —      —      —      —      —      —      (13  (13

Fair value of financing contract payments

  —      (131  —      —      —      —      —      (131

Noncontrolling interests established upon consolidation of CENG

  —      —      —      —      —      1,548    —      1,548  

Transfer of CENG pension andnon-pension postretirement benefit obligations

  —      2    —      —      —      —      —      2  

Consolidated VIE dividend to noncontrolling interests

  —      —      —      —      —      (421  —      (421

Reversal of CENG equity method AOCI, net of income taxes

  —      —      —      —      (116  —      —      (116

Other comprehensive loss, net of income taxes

  —      —      —      —      (528  —      —      (528
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2014

  894,568   $16,709   $(2,327 $10,910   $(2,684 $1,332   $193   $24,133  

Net income (loss)

  —      —      —      2,269    —      (32  13    2,250  

Long-term incentive plan activity

  1,430    70    —      —      —      —      —      70  

Employee stock purchase plan issuances

  1,170    32    —      —      —      —      —      32  

Issuance of common stock

  57,500    1,868    —      —      —      —      —      1,868  

Tax benefit on stock compensation

  —      (3  —      —      —      —      —      (3

Acquisition of noncontrolling interests

  —      —      —      —      —      4    —      4  

Adjustment of contingently redeemable noncontrolling interests due to release of contingency

  —      —      —      —      —      4    —      4  

Common stock dividends

  —      —      —      (1,111  —      —      —      (1,111

Preference stock dividends

  —      —      —      —      —      —      (13  (13

Other comprehensive income, net of income taxes

  —      —      —      —      60    —      —      60  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2015

  954,668   $18,676   $(2,327 $12,068   $(2,624 $1,308   $193   $27,294  

Net income

  —      —      —      1,134    —      62    8    1,204  

Long-term incentive plan activity

  2,868    85    —      —      —      —      —      85  

Employee stock purchase plan issuances

  1,242    55    —      —      —      —      —      55  

Tax benefit on stock compensation

  —      (18  —      —      —      —      —      (18

Changes in equity of noncontrolling interests

  —      —      —      —      —      5    —      5  

Sale of noncontrolling interests

  —      (4  —      —      —      400    —      396  

Common stock dividends

  —      —      —      (1,172  —      —      —      (1,172

Redemption of preference stock

  —      —      —      —      —      —      (193  (193

Preference stock dividends

  —      —      —      —      —      —      (8  (8

Other comprehensive loss, net of income taxes

  —      —      —      —      (36  —      —      (36
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2016

  958,778   $18,794   $(2,327 $12,030   $(2,660 $1,775   $—     $27,612  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

 

[THIS PAGE INTENTIONALLY LEFT BLANK]

Exelon Generation Company, LLC and Subsidiary Companies

Consolidated Statements of Operations and Comprehensive Income

 

   For the Years Ended
December 31,
 

(In millions)

  2014  2013  2012 

Operating revenues

    

Operating revenues

  $16,614   $14,207   $12,735  

Operating revenues from affiliates

   779    1,423    1,702  
  

 

 

  

 

 

  

 

 

 

Total operating revenues

   17,393    15,630    14,437  
  

 

 

  

 

 

  

 

 

 

Operating expenses

    

Purchased power and fuel

   9,368    6,927    6,017  

Purchased power and fuel from affiliates

   557    1,270    1,044  

Operating and maintenance

   4,943    3,960    4,398  

Operating and maintenance from affiliates

   623    574    630  

Depreciation and amortization

   967    856    768  

Taxes other than income

   465    389    369  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   16,923    13,976    13,226  
  

 

 

  

 

 

  

 

 

 

Equity in (losses) earnings of unconsolidated affiliates

   (20  10    (91

Gain (loss) on sales of assets

   437    13    (7

Gain on consolidation and acquisition of businesses

   289    —      —    
  

 

 

  

 

 

  

 

 

 

Operating income

   1,176    1,677    1,113  
  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

    

Interest expense

   (303  (298  (226

Interest expense to affiliates, net

   (53  (59  (75

Other, net

   406    355    246  
  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   50    (2  (55
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   1,226    1,675    1,058  

Income taxes

   207    615    500  
  

 

 

  

 

 

  

 

 

 

Net income

   1,019    1,060    558  

Net income (loss) attributable to noncontrolling interests

   184    (10  (4
  

 

 

  

 

 

  

 

 

 

Net income attributable to membership interest

   835    1,070    562  
  

 

 

  

 

 

  

 

 

 

Comprehensive income (loss), net of income taxes

    

Net income

   1,019    1,060    558  

Other comprehensive income (loss), net of income taxes

    

Unrealized loss on cash flow hedges

   (132  (398  (403

Unrealized gain on equity investments

   8    107    1  

Unrealized loss on foreign currency translation

   (9  (10  —    

Unrealized gain (loss) on marketable securities

   (1  2    —    

Reversal of CENG equity method AOCI

   (116  —      —    
  

 

 

  

 

 

  

 

 

 

Other comprehensive loss

   (250  (299  (402
  

 

 

  

 

 

  

 

 

 

Comprehensive Income

  $769   $761   $156  
  

 

 

  

 

 

  

 

 

 

   For the Years Ended
December 31,
 

(In millions)

  2016  2015  2014 

Operating revenues

    

Operating revenues

  $16,312   $18,386   $16,614  

Operating revenues from affiliates

   1,439    749    779  
  

 

 

  

 

 

  

 

 

 

Total operating revenues

   17,751    19,135    17,393  
  

 

 

  

 

 

  

 

 

 

Operating expenses

    

Purchased power and fuel

   8,818    10,007    9,368  

Purchased power and fuel from affiliates

   12    14    557  

Operating and maintenance

   4,978    4,688    4,943  

Operating and maintenance from affiliates

   663    620    623  

Depreciation and amortization

   1,879    1,054    967  

Taxes other than income

   506    489    465  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   16,856    16,872    16,923  
  

 

 

  

 

 

  

 

 

 

Equity in losses of unconsolidated affiliates

   —      —      (20

Gain (Loss) on sales of assets

   (59  12    437  

Gain on consolidation and acquisition of businesses

   —      —      289  
  

 

 

  

 

 

  

 

 

 

Operating income

   836    2,275    1,176  
  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

    

Interest expense, net

   (325  (322  (303

Interest expense to affiliates

   (39  (43  (53

Other, net

   401    (60  406  
  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   37    (425  50  
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   873    1,850    1,226  

Income taxes

   290    502    207  

Equity in losses of unconsolidated affiliates

   (25  (8  —    
  

 

 

  

 

 

  

 

 

 

Net income

   558    1,340    1,019  

Net income (loss) attributable to noncontrolling interests

   62    (32  184  
  

 

 

  

 

 

  

 

 

 

Net income attributable to membership interest

  $496   $1,372   $835  
  

 

 

  

 

 

  

 

 

 

Comprehensive income, net of income taxes

    

Net income

  $558   $1,340   $1,019  

Other comprehensive income (loss), net of income taxes

    

Unrealized gain (loss) on cash flow hedges

   2    (3  (132

Unrealized (loss) gain on equity investments

   (4  (3  8  

Unrealized gain (loss) on foreign currency translation

   10    (21  (9

Unrealized loss on marketable securities

   1    —      (1

Reversal of CENG equity method AOCI

   —      —      (116
  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss)

   9    (27  (250
  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $567   $1,313   $769  
  

 

 

  

 

 

  

 

 

 

Comprehensive income (loss) attributable to noncontrolling interests

   62    (32  184  
  

 

 

  

 

 

  

 

 

 

Comprehensive income attributable to membership interest

  $505   $1,345   $585  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Exelon Generation Company, LLC and Subsidiary Companies

Consolidated Statements of Cash Flows

 

   For the Years Ended
December 31,
 

(In millions)

  2014  2013  2012 

Cash flows from operating activities

    

Net income

  $1,019   $1,060   $558  

Adjustments to reconcile net income to net cash flows provided by operating activities:

    

Depreciation, amortization, depletion and accretion, including nuclear fuel and energy contract amortization

   2,519    2,559    2,966  

Impairment of long-lived assets

   663    157    284  

Gain on consolidation and acquisition of businesses

   (296  —      —    

(Gain) loss on sales of assets

   (437  (13  7  

Deferred income taxes and amortization of investment tax credits

   (198  315    408  

Net fair value changes related to derivatives

   635    (448  (611

Net realized and unrealized gains on nuclear decommissioning trust fund investments

   (210  (170  (157

Other non-cash operating activities

   346    270    518  

Changes in assets and liabilities:

    

Accounts receivable

   (215  109    248  

Receivables from and payables to affiliates, net

   15    2    39  

Inventories

   (359  (88  31  

Accounts payable, accrued expenses and other current liabilities

   94    (109  (499

Option premiums received (paid), net

   38    (36  (114

Counterparty collateral (posted) received, net

   (1,507  162    95  

Income taxes

   265    402    114  

Pension and non-pension postretirement benefit contributions

   (297  (149  (178

Other assets and liabilities

   (249  (136  (128
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operating activities

   1,826    3,887    3,581  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

    

Capital expenditures

   (3,012  (2,752  (3,554

Proceeds from nuclear decommissioning trust fund sales

   7,396    4,217    7,265  

Investment in nuclear decommissioning trust funds

   (7,551  (4,450  (7,483

Cash and restricted cash acquired from consolidations and acquisitions

   140    —      708  

Proceeds from sales of long-lived assets

   1,719    32    371  

Acquisitions of businesses

   (386  —      (21

Change in restricted cash

   (87  (64  4  

Changes in Exelon intercompany money pool

   44    (44  —    

Distribution from CENG

   13    115    —    

Other investing activities

   (43  30    81  
  

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities

   (1,767  (2,916  (2,629
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

    

Change in short-term borrowings

   17    13    (52

Issuance of long-term debt

   1,112    854    1,076  

Retirement of long-term debt

   (586  (570  (145

Distribution to member

   (645  (625  (1,626

Contribution from member

   53    26    48  

Distribution to noncontrolling interest of consolidated VIE

   (421  —      —    

Other financing activities

   (67  (82  (78
  

 

 

  

 

 

  

 

 

 

Net cash flows used in financing activities

   (537  (384  (777
  

 

 

  

 

 

  

 

 

 

Increase (decrease) in cash and cash equivalents

   (478  587    175  

Cash and cash equivalents at beginning of period

   1,258    671    496  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $780   $1,258   $671  
  

 

 

  

 

 

  

 

 

 

   For the Years Ended
December 31,
 

(In millions)

  2016  2015  2014 

Cash flows from operating activities

    

Net income

  $558   $1,340   $1,019  

Adjustments to reconcile net income to net cash flows provided by operating activities:

    

Depreciation, amortization and accretion, including nuclear fuel and energy contract amortization

   3,519    2,589    2,519  

Impairment of long-lived assets

   243    12    663  

Gain on consolidation and acquisition of businesses

   —      —      (296

(Gain) Loss on sales of assets

   59    (12  (437

Deferred income taxes and amortization of investment tax credits

   (269  49    (198

Net fair value changes related to derivatives

   40    (249  635  

Net realized and unrealized (gains) losses on nuclear decommissioning trust fund investments

   (229  131    (210

Othernon-cash operating activities

   15    268    346  

Changes in assets and liabilities:

    

Accounts receivable

   (152  194    (215

Receivables from and payables to affiliates, net

   (21  15    15  

Inventories

   (4  16    (359

Accounts payable and accrued expenses

   29    (149  29  

Option premiums (paid) received, net

   (66  58    38  

Collateral received (posted), net

   923    407    (1,748

Income taxes

   182    (18  265  

Pension andnon-pension postretirement benefit contributions

   (152  (245  (297

Other assets and liabilities

   (231  (207  57  
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operating activities

   4,444    4,199    1,826  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

    

Capital expenditures

   (3,078  (3,841  (3,012

Proceeds from nuclear decommissioning trust fund sales

   9,496    6,895    7,396  

Investment in nuclear decommissioning trust funds

   (9,738  (7,147  (7,551

Cash and restricted cash acquired from consolidations and acquisitions

   —      —      140  

Proceeds from sales of long-lived assets

   37    147    1,719  

Acquisitions of businesses, net

   (293  (40  (386

Change in restricted cash

   (35  35    (87

Changes in Exelon intercompany money pool

   —      —      44  

Distribution from CENG

   —      —      13  

Other investing activities

   (240  (118  (43
  

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities

   (3,851  (4,069  (1,767
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

    

Change in short-term borrowings

   620    —      17  

Proceeds from short-term borrowings with maturities greater than 90 days

   240    —      —    

Repayments of short-term borrowings with maturities greater than 90 days

   (162  —      —    

Issuance of long-term debt

   388    1,309    1,112  

Retirement of long-term debt

   (202  (89  (586

Retirement of long-term debt to affiliate

   —      (550  —    

Changes in Exelon intercompany money pool

   (1,191  1,252    —    

Distribution to member

   (922  (2,474  (645

Distribution to noncontrolling interests of consolidated VIE

   —      —      (421

Contribution from member

   142    47    53  

Sale of noncontrolling interests

   372    32    —    

Other financing activities

   (19  (6)  (67
  

 

 

  

 

 

  

 

 

 

Net cash flows used in financing activities

   (734  (479  (537
  

 

 

  

 

 

  

 

 

 

Decrease in cash and cash equivalents

   (141  (349  (478

Cash and cash equivalents at beginning of period

   431    780    1,258  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $290   $431   $780  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Exelon Generation Company, LLC and Subsidiary Companies

Consolidated Balance Sheets

 

(In millions)

  December 31, 
  2014   2013 
ASSETS    

Current assets

    

Cash and cash equivalents

  $780    $1,258  

Restricted cash and cash equivalents

   158     71  

Accounts receivable, net

    

Customer

   2,295     1,689  

Other

   318     353  

Mark-to-market derivative assets

   1,276     727  

Receivables from affiliates

   113     108  

Receivable from Exelon intercompany money pool

   —       44  

Unamortized energy contract assets

   254     374  

Inventories, net

    

Fossil fuel

   465     164  

Materials and supplies

   847     671  

Deferred income taxes

   327     475  

Assets held for sale

   147     14  

Other

   658     491  
  

 

 

   

 

 

 

Total current assets

   7,638     6,439  
  

 

 

   

 

 

 

Property, plant and equipment, net

   22,945     20,111  

Deferred debits and other assets

    

Nuclear decommissioning trust funds

   10,537     8,071  

Investments

   104     400  

Investment in CENG

   —       1,925  

Goodwill

   47     —    

Mark-to-market derivative assets

   771     600  

Prepaid pension asset

   1,704     1,873  

Pledged assets for Zion Station decommissioning

   319     458  

Unamortized energy contract assets

   549     710  

Deferred income taxes

   3     —    

Other

   731     645  
  

 

 

   

 

 

 

Total deferred debits and other assets

   14,765     14,682  
  

 

 

   

 

 

 

Total assets(a)

  $45,348    $41,232  
  

 

 

   

 

 

 

(In millions)

  December 31, 
  2016   2015 
ASSETS    

Current assets

    

Cash and cash equivalents

  $290    $431  

Restricted cash and cash equivalents

   158     123  

Accounts receivable, net

    

Customer

   2,433     2,095  

Other

   558     360  

Mark-to-market derivative assets

   917     1,365  

Receivables from affiliates

   156     83  

Unamortized energy contract assets

   88     86  

Inventories, net

    

Fossil fuel

   292     384  

Materials and supplies

   935     880  

Other

   701     535  
  

 

 

   

 

 

 

Total current assets

   6,528     6,342  
  

 

 

   

 

 

 

Property, plant and equipment, net

   25,585     25,843  

Deferred debits and other assets

    

Nuclear decommissioning trust funds

   11,061     10,342  

Investments

   418     210  

Goodwill

   47     47  

Mark-to-market derivative assets

   476     733  

Prepaid pension asset

   1,595     1,689  

Pledged assets for Zion Station decommissioning

   113     206  

Unamortized energy contract assets

   447     484  

Deferred income taxes

   16     6  

Other

   688     627  
  

 

 

   

 

 

 

Total deferred debits and other assets

   14,861     14,344  
  

 

 

   

 

 

 

Total assets(a)

  $46,974    $46,529  
  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

Exelon Generation Company, LLC and Subsidiary Companies

Consolidated Balance Sheets

 

  December 31,   December 31, 

(In millions)

  2014 2013   2016 2015 
LIABILITIES AND EQUITY      

Current liabilities

      

Short-term borrowings

  $36   $22    $699   $29  

Long-term debt due within one year

   58    561     1,117   90  

Long-term debt to affiliates due within one year

   556    —    

Accounts payable

   1,759    1,322     1,610   1,583  

Accrued expenses

   886    976     989   935  

Payables to affiliates

   107    181     137   104  

Deferred income taxes

   —      25  

Borrowings from Exelon intercompany money pool

   55   1,252  

Mark-to-market derivative liabilities

   214    142     263   182  

Unamortized energy contract liabilities

   238    249     72   100  

Renewable energy credit obligation

   428   302  

Other

   605    389     313   356  
  

 

  

 

   

 

  

 

 

Total current liabilities

   4,459    3,867     5,683   4,933  
  

 

  

 

   

 

  

 

 

Long-term debt

   6,709    5,645     7,202   7,936  

Long-term debt to affiliate

   943    1,523     922   933  

Deferred credits and other liabilities

      

Deferred income taxes and unamortized investment tax credits

   6,034    6,295     5,585   5,845  

Asset retirement obligations

   7,146    5,047     8,922   8,431  

Non-pension postretirement benefit obligations

   915    850     930   924  

Spent nuclear fuel obligation

   1,021    1,021     1,024   1,021  

Payables to affiliates

   2,880    2,740     2,608   2,577  

Mark-to-market derivative liabilities

   105    120     153   150  

Unamortized energy contract liabilities

   211    266     80   117  

Payable for Zion Station decommissioning

   155    305     14   90  

Other

   719    811     595   602  
  

 

  

 

   

 

  

 

 

Total deferred credits and other liabilities

   19,186    17,455     19,911   19,757  
  

 

  

 

   

 

  

 

 

Total liabilities(a)

   31,297    28,490     33,718   33,559  
  

 

  

 

   

 

  

 

 

Commitments and contingencies

      

Contingently redeemable noncontrolling interests

   —     28  

Equity

      

Member’s equity

      

Membership interest

   8,951    8,898     9,261   8,997  

Undistributed earnings

   3,803    3,613     2,275   2,701  

Accumulated other comprehensive income (loss), net

   (36  214  

Accumulated other comprehensive loss, net

   (54 (63
  

 

  

 

   

 

  

 

 

Total member’s equity

   12,718    12,725     11,482   11,635  

Noncontrolling interest

   1,333    17  

Noncontrolling interests

   1,774   1,307  
  

 

  

 

   

 

  

 

 

Total equity

   14,051    12,742     13,256   12,942  
  

 

  

 

   

 

  

 

 

Total liabilities and equity

  $45,348   $41,232    $46,974   $46,529  
  

 

  

 

   

 

  

 

 

 

(a)Generation’s consolidated assets include $8,119$8,817 million and $1,695$8,235 million at December 31, 20142016 and December 31, 2013,2015, respectively, of certain VIEs that can only be used to settle the liabilities of the VIE. Generation’s consolidated liabilities include $2,507$3,170 million and $362$3,135 million at December 31, 20142016 and December 31, 2013,2015, respectively, of certain VIEs for which the VIE creditors do not have recourse to Generation. See Note 2—Variable Interest Entities.

See the Combined Notes to Consolidated Financial Statements

Exelon Generation Company, LLC and Subsidiary Companies

Consolidated Statements of Changes in Member’s Equity

 

(In millions)

 Member’s Equity  Noncontrolling
Interest
  Total
Equity
 
 Membership
Interest
  Undistributed
Earnings
  Accumulated
Other
Comprehensive
Income (loss)
   

Balance, December 31, 2011

 $3,556   $4,232   $915   $5   $8,708  

Net income

  —      562    —      (4  558  

Distribution to member

  —      (1,626  —      —      (1,626

Allocation of tax benefit from member

  48    —      —      —      48  

Constellation Merger

  5,264    —      —      —      5,264  

Noncontrolling interest acquired

  8    —      —      107    115  

Other comprehensive loss, net of income taxes

  —      —      (402  —      (402
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2012

 $8,876   $3,168   $513   $108   $12,665  

Net income

  —      1,070    —      (10  1,060  

Distribution to member

  —      (625  —      —      (625

Allocation of tax benefit from member

  26    —      —      —      26  

Consolidated VIE dividend to noncontrolling interest

  —      —      —      (63  (63

Deconsolidation of VIE

  (1  —      —      (18  (19

Noncontrolling interest acquired

  (3  —      —      —      (3

Other comprehensive loss, net of income taxes

  —      —      (299  —      (299
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2013

 $8,898   $3,613   $214   $17   $12,742  

Net income

  —      835    —      184    1,019  

Acquisition of noncontrolling interest

  —      —      —      5    5  

Allocation of tax benefit from member

  53    —      —      —      53  

Distribution to member

  —      (645  —      —      (645

Noncontrolling interest established upon consolidation of CENG

  —      —      —      1,548    1,548  

Consolidated VIE dividend to noncontrolling interest

  —      —      —      (421  (421

Reversal of CENG equity method AOCI, net of income taxes of $(77)

  —      —      (116  —      (116

Other comprehensive loss, net of income taxes

  —      —      (134  —      (134
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2014

 $8,951   $3,803   $(36 $1,333   $14,051  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

[THIS PAGE INTENTIONALLY LEFT BLANK]

Commonwealth Edison Company and Subsidiary Companies

Consolidated Statements of Operations and Comprehensive Income

   For the Years Ended
December  31,
 

(in millions)

  2014  2013  2012 

Operating revenues

    

Operating revenues

  $4,560   $4,461   $5,441  

Operating revenues from affiliates

   4    3    2  
  

 

 

  

 

 

  

 

 

 

Total operating revenues

   4,564    4,464    5,443  
  

 

 

  

 

 

  

 

 

 

Operating expenses

    

Purchased power

   1,001    662    1,518  

Purchased power from affiliate

   176    512    789  

Operating and maintenance

   1,263    1,211    1,182  

Operating and maintenance from affiliate

   166    157    163  

Depreciation and amortization

   687    669    610  

Taxes other than income

   293    299    295  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   3,586    3,510    4,557  
  

 

 

  

 

 

  

 

 

 

Gain on sales of assets

   2    —      —    
  

 

 

  

 

 

  

 

 

 

Operating income

   980    954    886  
  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

    

Interest expense

   (308  (566  (294

Interest expense to affiliates, net

   (13  (13  (13

Other, net

   17    26    39  
  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   (304  (553  (268
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   676    401    618  

Income taxes

   268    152    239  
  

 

 

  

 

 

  

 

 

 

Net income

   408    249    379  
  

 

 

  

 

 

  

 

 

 

Other comprehensive income

    

Unrealized gain on marketable securities, net of income taxes of $0, $0 and $0, respectively

   —      —      1  
  

 

 

  

 

 

  

 

 

 

Other comprehensive income

   —      —      1  
  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $408   $249   $380  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Commonwealth Edison Company and Subsidiary Companies

Consolidated Statements of Cash Flows

   For the Years Ended 

(In millions)

  2014  2013  2012 

Cash flows from operating activities

    

Net income

  $408   $249   $379  

Adjustments to reconcile net income to net cash flows provided by operating activities:

    

Depreciation, amortization and accretion

   687    669    610  

Deferred income taxes and amortization of investment tax credits

   433    (57  270  

Other non-cash operating activities

   255    28    252  

Changes in assets and liabilities:

    

Accounts receivable

   (121  (12  24  

Receivables from and payables to affiliates, net

   (11  (12  (18

Inventories

   (16  (18  (11

Accounts payable, accrued expenses and other current liabilities

   53    74    59  

Income taxes

   (159  178    9  

Pension and non-pension postretirement benefit contributions

   (248  (122  (138

Other assets and liabilities

   45    241    (102
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operating activities

   1,326    1,218    1,334  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

    

Capital expenditures

   (1,689  (1,433  (1,246

Proceeds from sales of investments

   7    7    28  

Purchases of investments

   (3  (4  (13

Change in restricted cash

   (2  (2  —    

Other investing activities

   32    45    19  
  

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities

   (1,655  (1,387  (1,212
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

    

Changes in short-term borrowings

   120    184    —    

Issuance of long-term debt

   900    350    350  

Retirement of long-term debt

   (617  (252  (450

Contributions from parent

   273    —      —    

Dividends paid on common stock

   (307  (220  (105

Other financing activities

   (10  (1  (7
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by (used in) financing activities

   359    61    (212
  

 

 

  

 

 

  

 

 

 

Increase (decrease) in cash and cash equivalents

   30    (108  (90

Cash and cash equivalents at beginning of period

   36    144    234  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $66   $36   $144  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Commonwealth Edison Company and Subsidiary Companies

Consolidated Balance Sheet

   December 31, 

(In millions)

  2014   2013 
ASSETS    

Current assets

    

Cash and cash equivalents

  $66    $36  

Restricted cash

   4     2  

Accounts receivable, net

    

Customer

   477     451  

Other

   648     581  

Receivables from affiliates

   14     3  

Inventories, net

   125     109  

Regulatory assets

   349     329  

Other

   40     29  
  

 

 

   

 

 

 

Total current assets

   1,723     1,540  
  

 

 

   

 

 

 

Property, plant and equipment, net

   15,793     14,666  

Deferred debits and other assets

    

Regulatory assets

   852     933  

Investments

   6     11  

Goodwill

   2,625     2,625  

Receivable from affiliates

   2,571     2,469  

Prepaid pension asset

   1,551     1,583  

Other

   271     291  
  

 

 

   

 

 

 

Total deferred debits and other assets

   7,876     7,912  
  

 

 

   

 

 

 

Total assets

  $25,392    $24,118  
  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

Commonwealth Edison Company and Subsidiary Companies

Consolidated Balance Sheets

   December 31, 

(In millions)

  2014   2013 
LIABILITIES AND SHAREHOLDERS’ EQUITY ��  

Current liabilities

    

Short-term borrowings

  $304    $184  

Long-term debt due within one year

   260     617  

Accounts payable

   598     449  

Accrued expenses

   331     307  

Payables to affiliates

   84     83  

Customer deposits

   128     133  

Regulatory liabilities

   125     170  

Mark-to-market derivative liability

   20     17  

Deferred income taxes

   63     16  

Other

   73     72  
  

 

 

   

 

 

 

Total current liabilities

   1,986     2,048  
  

 

 

   

 

 

 

Long-term debt

   5,698     5,058  

Long-term debt to financing trust

   206     206  

Deferred credits and other liabilities

    

Deferred income taxes and unamortized investment tax credits

   4,498     4,116  

Asset retirement obligations

   103     99  

Non-pension postretirement benefits obligations

   263     381  

Regulatory liabilities

   3,655     3,512  

Mark-to-market derivative liability

   187     176  

Other

   889     994  
  

 

 

   

 

 

 

Total deferred credits and other liabilities

   9,595     9,278  
  

 

 

   

 

 

 

Total liabilities

   17,485     16,590  
  

 

 

   

 

 

 

Commitments and contingencies

    

Shareholders’ equity

    

Common stock

   1,588     1,588  

Other paid-in capital

   5,468     5,190  

Retained earnings

   851     750  
  

 

 

   

 

 

 

Total shareholders’ equity

   7,907     7,528  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

  $25,392    $24,118  
  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

Commonwealth Edison Company and Subsidiary Companies

Consolidated Statements of Changes in Shareholders’ Equity

(In millions)

 Common
Stock
  Other
Paid-In
Capital
  Retained Deficit
Unappropriated
  Retained
Earnings
Appropriated
  Accumulated
Other
Comprehensive
Income (Loss)
  Total
Shareholders’
Equity
 

Balance, December 31, 2011

 $1,588   $5,003   $(1,639 $2,086   $(1 $7,037  

Net income

  —      —      379    —      —      379  

Common stock dividends

  —      —      —      (105  —      (105

Allocation of tax benefit from parent

  —      11    —      —      —      11  

Appropriation of retained earnings for future dividends

  —      —      (379  379    —      —    

Other comprehensive income, net of income taxes of $0

  —      —      —      —      1    1  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2012

 $1,588   $5,014   $(1,639 $2,360   $—     $7,323  

Net income

  —      —      249    —      —      249  

Common stock dividends

  —      —      —      (220  —      (220

Parent tax matter indemnification

  —      176    —      —      —      176  

Appropriation of retained earnings for future dividends

  —      —      (249  249    —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2013

 $1,588   $5,190   $(1,639 $2,389   $—     $7,528  

Net income

  —      —      408    —      —      408  

Common stock dividends

  —      —      —      (307  —      (307

Contribution from parent

  —      273    —      —      —      273  

Parent tax matter indemnification

  —      5    —      —      —      5  

Appropriation of retained earnings for future dividends

  —      —      (408  408    —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2014

 $1,588   $5,468   $(1,639 $2,490   $—     $7,907  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(In millions)

 Member’s Equity  Noncontrolling
Interests
  Total
Equity
 
 Membership
Interest
  Undistributed
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)
   

Balance, December 31, 2013

 $8,898   $3,613   $214   $17   $12,742  

Net income

  —      835    —      184    1,019  

Acquisition of noncontrolling interests

  —      —       5    5  

Allocation of tax benefit from member

  53    —      —      —      53  

Distribution to member

  —      (645  —      —      (645

Noncontrolling interests established upon consolidation of CENG

  —      —      —      1,548    1,548  

Consolidated VIE dividend to noncontrolling interests

  —      —      —      (421  (421

Reversal of CENG equity method AOCI, net of income taxes

  —      —      (116  —      (116

Other comprehensive loss, net of income taxes

  —      —      (134  —      (134
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2014

 $8,951   $3,803   $(36 $1,333   $14,051  

Net income (loss)

  —      1,372    —      (32  1,340  

Acquisition of noncontrolling interests

  (1  —      —      2    1  

Adjustment of contingently redeemable noncontrolling interests due to release of contingency

  —      —      —      4    4  

Allocation of tax benefit from member

  47    —      —      —      47  

Distribution to member

  —      (2,474  —      —      (2,474

Other comprehensive loss, net of income taxes

  —      —      (27  —      (27
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2015

 $8,997   $2,701   $(63 $1,307   $12,942  

Net income

  —      496    —      62    558  

Sale of noncontrolling interests

  (4  —      —      400    396  

Changes in equity of noncontrolling interests

  —      —      —      5    5  

Allocation of tax benefit from member

  98    —      —      —      98  

Contribution from member

  170    —      —      —      170  

Distribution to member

  —      (922  —      —      (922

Other comprehensive income, net of income taxes

  —      —      9    —      9  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2016

 $9,261   $2,275   $(54 $1,774   $13,256  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

 

 

[THIS PAGE INTENTIONALLY LEFT BLANK]

Commonwealth Edison Company and Subsidiary Companies

Consolidated Statements of Operations and Comprehensive Income

   For the Years Ended
December 31,
 

(in millions)

  2016  2015  2014 

Operating revenues

    

Electric operating revenues

  $5,239   $4,901   $4,560  

Operating revenues from affiliates

   15    4    4  
  

 

 

  

 

 

  

 

 

 

Total operating revenues

   5,254    4,905    4,564  
  

 

 

  

 

 

  

 

 

 

Operating expenses

    

Purchased power

   1,411    1,301    1,001  

Purchased power from affiliate

   47    18    176  

Operating and maintenance

   1,303    1,372    1,263  

Operating and maintenance from affiliate

   227    195    166  

Depreciation and amortization

   775    707    687  

Taxes other than income

   293    296    293  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   4,056    3,889    3,586  
  

 

 

  

 

 

  

 

 

 

Gain on sales of assets

   7    1    2  
  

 

 

  

 

 

  

 

 

 

Operating income

   1,205    1,017    980  
  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

    

Interest expense, net

   (448  (319  (308

Interest expense to affiliates

   (13  (13  (13

Other, net

   (65  21    17  
  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   (526  (311  (304
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   679    706    676  

Income taxes

   301    280    268  
  

 

 

  

 

 

  

 

 

 

Net income

  $378   $426   $408  
  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $378   $426   $408  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Commonwealth Edison Company and Subsidiary Companies

Consolidated Statements of Cash Flows

   For the Years Ended
December 31,
 

(In millions)

  2016  2015  2014 

Cash flows from operating activities

    

Net income

  $378   $426   $408  

Adjustments to reconcile net income to net cash flows provided by operating activities:

    

Depreciation, amortization and accretion

   775    707    687  

Deferred income taxes and amortization of investment tax credits

   439    353    433  

Othernon-cash operating activities

   215    416    255  

Changes in assets and liabilities:

    

Accounts receivable

   (25  (93  (121

Receivables from and payables to affiliates, net

   3    (19  (11

Inventories

   1    (40  (16

Accounts payable and accrued expenses

   339    68    95  

Counterparty collateral received (posted), net and cash deposits

   7    (33  2  

Income taxes

   306    192    (159

Pension andnon-pension postretirement benefit contributions

   (38  (150  (248

Other assets and liabilities

   105    69    1  
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operating activities

   2,505    1,896    1,326  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

    

Capital expenditures

   (2,734  (2,398  (1,689

Proceeds from sales of investments

   —      —      7  

Purchases of investments

   —      —      (3

Change in restricted cash

   —      2    (2

Other investing activities

   49    34    32  
  

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities

   (2,685  (2,362  (1,655
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

    

Changes in short-term borrowings

   (294  (10  120  

Issuance of long-term debt

   1,200    850    900  

Retirement of long-term debt

   (665  (260  (617

Contributions from parent

   315    202    273  

Dividends paid on common stock

   (369  (299  (307

Other financing activities

   (18  (16  (10
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by financing activities

   169    467    359  
  

 

 

  

 

 

  

 

 

 

(Decrease) increase in cash and cash equivalents

   (11  1    30  

Cash and cash equivalents at beginning of period

   67    66    36  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $56   $67   $66  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Commonwealth Edison Company and Subsidiary Companies

Consolidated Balance Sheets

   December 31, 

(In millions)

  2016   2015 
ASSETS    

Current assets

    

Cash and cash equivalents

  $56    $67  

Restricted cash

   2     2  

Accounts receivable, net

    

Customer

   528     533  

Other

   218     272  

Receivables from affiliates

   356     199  

Inventories, net

   159     164  

Regulatory assets

   190     218  

Other

   45     63  
  

 

 

   

 

 

 

Total current assets

   1,554     1,518  
  

 

 

   

 

 

 

Property, plant and equipment, net

   19,335     17,502  

Deferred debits and other assets

    

Regulatory assets

   977     895  

Investments

   6     6  

Goodwill

   2,625     2,625  

Receivable from affiliates

   2,170     2,172  

Prepaid pension asset

   1,343     1,490  

Other

   325     324  
  

 

 

   

 

 

 

Total deferred debits and other assets

   7,446     7,512  
  

 

 

   

 

 

 

Total assets

  $28,335    $26,532  
  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

Commonwealth Edison Company and Subsidiary Companies

Consolidated Balance Sheets

   December 31, 

(In millions)

  2016  2015 
LIABILITIES AND SHAREHOLDERS’ EQUITY   

Current liabilities

   

Short-term borrowings

  $—     $294  

Long-term debt due within one year

   425    665  

Accounts payable

   645    660  

Accrued expenses

   1,250    706  

Payables to affiliates

   65    62  

Customer deposits

   121    131  

Regulatory liabilities

   329    155  

Mark-to-market derivative liability

   19    23  

Other

   84    70  
  

 

 

  

 

 

 

Total current liabilities

   2,938    2,766  
  

 

 

  

 

 

 

Long-term debt

   6,608    5,844  

Long-term debt to financing trust

   205    205  

Deferred credits and other liabilities

   

Deferred income taxes and unamortized investment tax credits

   5,364    4,914  

Asset retirement obligations

   119    111  

Non-pension postretirement benefits obligations

   239    259  

Regulatory liabilities

   3,369    3,459  

Mark-to-market derivative liability

   239    224  

Other

   529    507  
  

 

 

  

 

 

 

Total deferred credits and other liabilities

   9,859    9,474  
  

 

 

  

 

 

 

Total liabilities

   19,610    18,289  
  

 

 

  

 

 

 

Commitments and contingencies

   

Shareholders’ equity

   

Common stock

   1,588    1,588  

Otherpaid-in capital

   6,150    5,677  

Retained deficit unappropriated

   (1,639  (1,639

Retained earnings appropriated

   2,626    2,617  
  

 

 

  

 

 

 

Total shareholders’ equity

   8,725    8,243  
  

 

 

  

 

 

 

Total liabilities and shareholders’ equity

  $28,335   $26,532  
  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Commonwealth Edison Company and Subsidiary Companies

Consolidated Statements of Changes in Shareholders’ Equity

(In millions)

  Common
Stock
   Other
Paid-In
Capital
   Retained Deficit
Unappropriated
  Retained
Earnings
Appropriated
  Total
Shareholders’
Equity
 

Balance, December 31, 2013

  $1,588    $5,190    $(1,639 $2,389   $7,528  

Net income

   —       —       408    —      408  

Common stock dividends

   —       —       —      (307  (307

Contribution from parent

   —       273       273  

Parent tax matter indemnification

   —       5     —      —      5  

Appropriation of retained earnings for future dividends

   —       —       (408  408    —    
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance, Balance at December 31, 2014

  $1,588    $5,468    $(1,639 $2,490   $7,907  

Net income

   —       —       426    —      426  

Common stock dividends

   —       —       —      (299  (299

Contribution from parent

   —       202     —      —      202  

Parent tax matter indemnification

   —       7     —      —      7  

Appropriation of retained earnings for future dividends

   —       —       (426  426    —    
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance, December 31, 2015

  $1,588    $5,677    $(1,639 $2,617   $8,243  

Net income

   —       —       378    —      378  

Common stock dividends

   —       —       —      (369  (369

Contribution from parent

   —       315     —      —      315  

Parent tax matter indemnification

   —       158     —      —      158  

Appropriation of retained earnings for future dividends

   —       —       (378  378    —    
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance, December 31, 2016

  $1,588    $6,150    $(1,639 $2,626   $8,725  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

 

[THIS PAGE INTENTIONALLY LEFT BLANK]

PECO Energy Company and Subsidiary Companies

Consolidated Statements of Operations and Comprehensive Income

 

  For the Years Ended
December 31,
   For the Years Ended
December 31,
 

(In millions)

  2014 2013 2012   2016 2015 2014 

Operating revenues

        

Operating revenues

  $3,092   $3,099   $3,183  

Electric operating revenues

  $2,524   $2,485   $2,446  

Natural gas operating revenues

   462   545   646  

Operating revenues from affiliates

   2    1    3     8   2   2  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total operating revenues

   3,094    3,100    3,186     2,994   3,032   3,094  
  

 

  

 

  

 

   

 

  

 

  

 

 

Operating expenses

        

Purchased power and fuel

   1,067    908    842  

Purchased power

   598   735   740  

Purchased fuel

   162   235   327  

Purchased power from affiliate

   194    392    533     287   220   194  

Operating and maintenance

   767    647    698     665   684   767  

Operating and maintenance from affiliates

   99    101    111     146   110   99  

Depreciation and amortization

   236    228    217     270   260   236  

Taxes other than income

   159    158    162     164   160   159  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total operating expenses

   2,522    2,434    2,563     2,292   2,404   2,522  
  

 

  

 

  

 

   

 

  

 

  

 

 

Gain on sales of assets

   —     2    —    
  

 

  

 

  

 

 

Operating income

   572    666    623     702   630   572  
  

 

  

 

  

 

   

 

  

 

  

 

 

Other income and (deductions)

        

Interest expense

   (101  (103  (111

Interest expense to affiliates, net

   (12  (12  (12

Interest expense, net

   (111 (102 (101

Interest expense to affiliates

   (12 (12 (12

Other, net

   7    6    8     8   5   7  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total other income and (deductions)

   (106  (109  (115   (115 (109 (106
  

 

  

 

  

 

   

 

  

 

  

 

 

Income before income taxes

   466    557    508     587   521   466  

Income taxes

   114    162    127     149   143   114  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net income

   352    395    381     438   378   352  

Preferred security dividends and redemption

   —      7    4  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net income attributable to common shareholder

   352    388    377    $438   $378   $352  
  

 

  

 

  

 

   

 

  

 

  

 

 

Comprehensive income, net of income taxes

    

Net income

   352    395    381  

Other comprehensive income

    

Unrealized gain on marketable securities, net of income taxes of $0, $0 and $0, respectively

   —      —      1  
  

 

  

 

  

 

 

Other comprehensive income

   —      —      1  
  

 

  

 

  

 

 

Comprehensive income

  $352   $395   $382    $438   $378   $352  
  

 

  

 

  

 

   

 

  

 

  

 

 

See the Combined Notes to Consolidated Financial Statements

PECO Energy Company and Subsidiary Companies

Consolidated Statements of Cash Flows

   For the Years Ended
December 31,
 

(In millions)

  2016  2015  2014 

Cash flows from operating activities

    

Net income

  $438   $378   $352  

Adjustments to reconcile net income to net cash flows provided by operating activities:

    

Depreciation, amortization and accretion

   270    260    236  

Deferred income taxes and amortization of investment tax credits

   78    90    88  

Othernon-cash operating activities

   65    70    92  

Changes in assets and liabilities:

    

Accounts receivable

   (71  37    (16

Receivables from and payables to affiliates, net

   6    3    (6

Inventories

   6    10    2  

Accounts payable and accrued expenses

   67    (25  58  

Income taxes

   8    (9  (57

Pension andnon-pension postretirement benefit contributions

   (30  (40  (16

Other assets and liabilities

   (8  (4  (21
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operating activities

   829    770    712  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

    

Capital expenditures

   (686  (601  (661

Changes in intercompany money pool

   (131  —      —    

Change in restricted cash

   (1  (1  —    

Other investing activities

   20    14    12  
  

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities

   (798  (588  (649
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

    

Issuance of long-term debt

   300    350    300  

Retirement of long-term debt

   (300  —      (250

Contributions from parent

   18    16    24  

Dividends paid on common stock

   (277  (279  (320

Other financing activities

   (4  (4  (4
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by (used in) financing activities

   (263  83    (250
  

 

 

  

 

 

  

 

 

 

(Decrease) Increase in cash and cash equivalents

   (232  265    (187

Cash and cash equivalents at beginning of period

   295    30    217  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $63   $295   $30  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

PECO Energy Company and Subsidiary Companies

Consolidated Balance Sheets

   December 31, 

(In millions)

  2016   2015 
ASSETS    

Current assets

    

Cash and cash equivalents

  $63    $295  

Restricted cash and cash equivalents

   4     3  

Accounts receivable, net

    

Customer

   306     258  

Other

   131     146  

Receivables from affiliates

   4     2  

Receivable from Exelon intercompany pool

   131     —    

Inventories, net

    

Fossil fuel

   35     43  

Materials and supplies

   27     26  

Prepaid utility taxes

   9     11  

Regulatory assets

   29     34  

Other

   18     24  
  

 

 

   

 

 

 

Total current assets

   757     842  
  

 

 

   

 

 

 

Property, plant and equipment, net

   7,565     7,141  

Deferred debits and other assets

    

Regulatory assets

   1,681     1,583  

Investments

   25     28  

Receivable from affiliates

   438     405  

Prepaid pension asset

   345     347  

Other

   20     21  
  

 

 

   

 

 

 

Total deferred debits and other assets

   2,509     2,384  
  

 

 

   

 

 

 

Total assets

  $10,831    $10,367  
  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

PECO Energy Company and Subsidiary Companies

Consolidated Balance Sheets

   December 31, 

(In millions)

  2016   2015 
LIABILITIES AND SHAREHOLDER’S EQUITY    

Current liabilities

    

Long-term debt due within one year

  $—      $300  

Accounts payable

   342     281  

Accrued expenses

   104     109  

Payables to affiliates

   63     55  

Customer deposits

   61     58  

Regulatory liabilities

   127     112  

Other

   30     29  
  

 

 

   

 

 

 

Total current liabilities

   727     944  
  

 

 

   

 

 

 

Long-term debt

   2,580     2,280  

Long-term debt to financing trusts

   184     184  

Deferred credits and other liabilities

    

Deferred income taxes and unamortized investment tax credits

   3,006     2,792  

Asset retirement obligations

   28     27  

Non-pension postretirement benefits obligations

   289     287  

Regulatory liabilities

   517     527  

Other

   85     90  
  

 

 

   

 

 

 

Total deferred credits and other liabilities

   3,925     3,723  
  

 

 

   

 

 

 

Total liabilities

   7,416     7,131  
  

 

 

   

 

 

 

Commitments and contingencies

    

Shareholder’s equity

    

Common stock

   2,473     2,455  

Retained earnings

   941     780  

Accumulated other comprehensive income, net

   1     1  
  

 

 

   

 

 

 

Total shareholder’s equity

   3,415     3,236  
  

 

 

   

 

 

 

Total liabilities and shareholder’s equity

  $10,831    $10,367  
  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

PECO Energy Company and Subsidiary Companies

Consolidated Statements of Changes in Shareholder’s Equity

(In millions)

  Common
Stock
   Retained
Earnings
  Accumulated
Other
Comprehensive
Income
   Total
Shareholder’s
Equity
 

Balance, December 31, 2013

  $2,415    $649   $1    $3,065  

Net income

   —       352    —       352  

Common stock dividends

   —       (320  —       (320

Allocation of tax benefit from parent

   24     —      —       24  
  

 

 

   

 

 

  

 

 

   

 

 

 

Balance, December 31, 2014

  $2,439    $681   $1    $3,121  

Net income

   —       378    —       378  

Common stock dividends

   —       (279  —       (279

Allocation of tax benefit from parent

   16     —      —       16  
  

 

 

   

 

 

  

 

 

   

 

 

 

Balance, December 31, 2015

  $2,455    $780   $1    $3,236  

Net income

   —       438    —       438  

Common stock dividends

   —       (277  —       (277

Allocation of tax benefit from parent

   18     —      —       18  
  

 

 

   

 

 

  

 

 

   

 

 

 

Balance, December 31, 2016

  $2,473    $941   $1    $3,415  
  

 

 

   

 

 

  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

[THIS PAGE INTENTIONALLY LEFT BLANK]

Baltimore Gas and Electric Company and Subsidiary Companies

Consolidated Statements of Operations and Comprehensive Income

   For the Years Ended
December 31,
 

(In millions)

  2016  2015  2014 

Operating revenues

    

Electric operating revenues

  $2,603   $2,490   $2,460  

Natural gas operating revenues

   609    631    680  

Operating revenues from affiliates

   21
    14    25  
  

 

 

  

 

 

  

 

 

 

Total operating revenues

   3,233    3,135    3,165  
  

 

 

  

 

 

  

 

 

 

Operating expenses

    

Purchased power

   528    602    733  

Purchased fuel

   162    205    302  

Purchased power from affiliate

   604    498    382  

Operating and maintenance

   605    565    614  

Operating and maintenance from affiliates

   132    118    103  

Depreciation and amortization

   423    366    371  

Taxes other than income

   229    224    221  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   2,683    2,578    2,726  
  

 

 

  

 

 

  

 

 

 

Gain on sales of assets

   —      1    —    
  

 

 

  

 

 

  

 

 

 

Operating income

   550    558    439  
  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

    

Interest expense, net

   (87  (83  (90

Interest expense to affiliates

   (16  (16  (16

Other, net

   21    18    18  
  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   (82)    (81)    (88)  
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   468    477    351  

Income taxes

   174    189    140  
  

 

 

  

 

 

  

 

 

 

Net income

   294    288    211  

Preference stock dividends

   8    13    13  
  

 

 

  

 

 

  

 

 

 

Net income attributable to common shareholder

  $286   $275   $198  
  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $294   $288   $211  

Comprehensive income attributable to preference stock dividends

   8    13    13  
  

 

 

  

 

 

  

 

 

 

Comprehensive income attributable to common shareholder

  $286   $275   $198  
  

 

 

  

 

 

  

 

 

 

 

See the Combined Notes to Consolidated Financial Statements

PECO EnergyBaltimore Gas and Electric Company and Subsidiary Companies

Consolidated Statements of Cash Flows

 

  For the Years Ended
December  31,
   For the Years Ended
December 31,
 

(In millions)

  2014 2013 2012   2016 2015 2014 

Cash flows from operating activities

        

Net income

  $352   $395   $381    $294   $288   $211  

Adjustments to reconcile net income to net cash flows provided by operating activities:

        

Depreciation, amortization and accretion

   236    228    217     423   366   371  

Impairment of long-lived assets and losses on regulatory assets

   52    —      —    

Deferred income taxes and amortization of investment tax credits

   88    20    37     118   165   116  

Other non-cash operating activities

   92    108    125     88   137   180  

Changes in assets and liabilities:

        

Accounts receivable

   (16  (79  (14   (98 84   46  

Receivables from and payables to affiliates, net

   (6  (18  13     3   (2 (1

Inventories

   2    2    21     1   18   (6

Accounts payable, accrued expenses and other current liabilities

   54    41    (47

Accounts payable and accrued expenses

   138   (3 (75

Collateral received (posted), net

   —     (27 27  

Income taxes

   (57  87    174     18   (54 45  

Pension and non-pension postretirement benefit

contributions

   (16  (31  (45   (49 (17 (16

Other assets and liabilities

   (17  (6  16     (43 (173 (158
  

 

  

 

  

 

   

 

  

 

  

 

 

Net cash flows provided by operating activities

   712    747    878     945   782   740  
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash flows from investing activities

        

Capital expenditures

   (661  (537  (422   (934 (719 (620

Changes in intercompany money pool

   —      —      82  

Change in restricted cash

   —      (2  2     —     26   (22

Other investing activities

   12    8    10     24   18   20  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net cash flows used in investing activities

   (649  (531  (328   (910 (675 (622
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash flows from financing activities

        

Payment of accounts receivable agreement

   —      (210  (15

Changes in short-term borrowings

   (165 90   (15

Issuance of long-term debt

   300    550    350     850    —      —    

Retirement of long-term debt

   (250  (300  (375   (379 (75 (70

Redemption of preference stock

   (190  —      —    

Dividends paid on common stock

   (179 (158  —    

Dividends paid on preference stock

   (8 (13 (13

Contributions from parent

   24    27    9     61   7    —    

Dividends paid on common stock

   (320  (332  (343

Dividends paid on preferred securities

   —      (1  (4

Redemption of preferred securities

   —      (93  —    

Other financing activities

   (4  (2  (4   (11 (13 13  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net cash flows used in financing activities

   (250  (361  (382   (21 (162 (85
  

 

  

 

  

 

   

 

  

 

  

 

 

Increase (decrease) in cash and cash equivalents

   (187  (145  168  

Increase (Decrease) in cash and cash equivalents

   14   (55 33  

Cash and cash equivalents at beginning of period

   217    362    194     9   64   31  
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash and cash equivalents at end of period

  $30   $217   $362    $23   $9   $64  
  

 

  

 

  

 

   

 

  

 

  

 

 

See the Combined Notes to Consolidated Financial Statements

Baltimore Gas and Electric Company and Subsidiary Companies

Consolidated Balance Sheets

   December 31, 

(In millions)

  2016   2015 
ASSETS    

Current assets

    

Cash and cash equivalents

  $23    $9  

Restricted cash and cash equivalents

   24     24  

Accounts receivable, net

    

Customer

   395     300  

Other

   102     112  

Inventories, net

    

Gas held in storage

   30     36  

Materials and supplies

   38     33  

Prepaid utility taxes

   15     61  

Regulatory assets

   208     267  

Other

   7     3  
  

 

 

   

 

 

 

Total current assets

   842     845  
  

 

 

   

 

 

 

Property, plant and equipment, net

   7,040     6,597  

Deferred debits and other assets

    

Regulatory assets

   504     514  

Investments

   12     12  

Prepaid pension asset

   297     319  

Other

   9     8  
  

 

 

   

 

 

 

Total deferred debits and other assets

   822     853  
  

 

 

   

 

 

 

Total assets (a)

  $8,704    $8,295  
  

 

 

   

 

 

 

 

See the Combined Notes to Consolidated Financial Statements

PECO Energy Company and Subsidiary Companies

Consolidated Balance Sheets

   December 31, 

(In millions)

  2014   2013 
ASSETS    

Current assets

    

Cash and cash equivalents

  $30    $217  

Restricted cash and cash equivalents

   2     2  

Accounts receivable, net

    

Customer

   320     360  

Other

   141     104  

Receivables from affiliates

   3     3  

Inventories, net

    

Fossil fuel

   57     60  

Materials and supplies

   22     21  

Deferred income taxes

   69     83  

Prepaid utility taxes

   10     3  

Regulatory assets

   29     17  

Other

   31     36  
  

 

 

   

 

 

 

Total current assets

   714     906  
  

 

 

   

 

 

 

Property, plant and equipment, net

   6,801     6,384  

Deferred debits and other assets

    

Regulatory assets

   1,529     1,448  

Investments

   31     31  

Receivable from affiliates

   490     447  

Prepaid pension asset

   344     363  

Other

   34     38  
  

 

 

   

 

 

 

Total deferred debits and other assets

   2,428     2,327  
  

 

 

   

 

 

 

Total assets

  $9,943    $9,617  
  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

PECO Energy Company and Subsidiary Companies

Consolidated Balance Sheets

   December 31, 

(In millions)

  2014   2013 
LIABILITIES AND SHAREHOLDERS’ EQUITY    

Current liabilities

    

Long-term debt due within one year

  $    $250  

Accounts payable

   337     285  

Accrued expenses

   91     106  

Payables to affiliates

   52     58  

Customer deposits

   52     49  

Regulatory liabilities

   90     106  

Other

   31     37  
  

 

 

   

 

 

 

Total current liabilities

   653     891  
  

 

 

   

 

 

 

Long-term debt

   2,246     1,947  

Long-term debt to financing trusts

   184     184  

Deferred credits and other liabilities

    

Deferred income taxes and unamortized investment tax credits

   2,671     2,487  

Asset retirement obligations

   29     29  

Non-pension postretirement benefits obligations

   287     286  

Regulatory liabilities

   657     629  

Other

   95     99  
  

 

 

   

 

 

 

Total deferred credits and other liabilities

   3,739     3,530  
  

 

 

   

 

 

 

Total liabilities

   6,822     6,552  
  

 

 

   

 

 

 

Commitments and contingencies

    

Shareholders’ equity

    

Common stock

   2,439     2,415  

Retained earnings

   681     649  

Accumulated other comprehensive income, net

   1     1  
  

 

 

   

 

 

 

Total shareholders’ equity

   3,121     3,065  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

  $9,943    $9,617  
  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

PECO Energy Company and Subsidiary Companies

Consolidated Statements of Changes in Stockholders’ Equity

(In millions)

  Common
Stock
   Retained
Earnings
  Accumulated
Other
Comprehensive
Income
   Total
Shareholders’
Equity
 

Balance, December 31, 2011

  $2,379    $559   $—      $2,938  

Net income

   —       381    —       381  

Common stock dividends

   —       (343  —       (343

Preferred security dividends

   —       (4  —       (4

Allocation of tax benefit from parent

   9     —      —       9  

Other comprehensive income, net of income taxes of $0

   —       —      1     1  
  

 

 

   

 

 

  

 

 

   

 

 

 

Balance, December 31, 2012

  $2,388    $593   $1    $2,982  

Net income

   —       395    —       395  

Common stock dividends

   —       (332  —       (332

Preferred security dividends

   —       (1  —       (1

Redemption of Preferred Dividends

   —       (6  —       (6

Allocation of tax benefit from parent

   27     —      —       27  
  

 

 

   

 

 

  

 

 

   

 

 

 

Balance, December 31, 2013

  $2,415    $649   $1    $3,065  

Net income

   —       352    —       352  

Common stock dividends

   —       (320  —       (320

Allocation of tax benefit from parent

   24     —      —       24  
  

 

 

   

 

 

  

 

 

   

 

 

 

Balance, December 31, 2014

  $2,439    $681   $1    $3,121  
  

 

 

   

 

 

  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

[THIS PAGE INTENTIONALLY LEFT BLANK]

Baltimore Gas and Electric Company and Subsidiary Companies

Consolidated Statements of Operations and Comprehensive Income

   For the Years Ended
December 31,
 

(In millions)

  2014  2013  2012 

Operating revenues

    

Operating revenues

  $3,140   $3,052   $2,725  

Operating revenues from affiliates

   25    13    10  
  

 

 

  

 

 

  

 

 

 

Total operating revenues

   3,165    3,065    2,735  
  

 

 

  

 

 

  

 

 

 

Operating expenses

    

Purchased power and fuel

   1,035    969    973  

Purchased power from affiliate

   382    452    396  

Operating and maintenance

   614    551    622  

Operating and maintenance from affiliates

   103    83    106  

Depreciation and amortization

   371    348    298  

Taxes other than income

   221    213    208  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   2,726    2,616    2,603  
  

 

 

  

 

 

  

 

 

 

Operating income

   439    449    132  
  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

    

Interest expense

   (90  (106  (128

Interest expense to affiliates, net

   (16  (16  (16

Other, net

   18    17    23  
  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   (88  (105  (121
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   351    344    11  

Income taxes

   140    134    7  
  

 

 

  

 

 

  

 

 

 

Net income

   211    210    4  

Preference stock dividends

   13    13    13  
  

 

 

  

 

 

  

 

 

 

Net income (loss) attributable to common shareholder

  $198   $197   $(9
  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $211   $210   $4  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Baltimore Gas and Electric Company and Subsidiary Companies

Consolidated Statements of Cash Flows

   For the Years Ended
December 31,
 

(In millions)

  2014  2013  2012 

Cash flows from operating activities

    

Net income

  $211   $210   $4  

Adjustments to reconcile net income to net cash flows provided by operating activities:

    

Depreciation, amortization and accretion

   371    348    298  

Deferred income taxes and amortization of investment tax credits

   116    125    104  

Other non-cash operating activities

   180    153    193  

Changes in assets and liabilities:

    

Accounts receivable

   46    (127  (45

Receivables from and payables to affiliates, net

   (1  (14  26  

Inventories

   (6  1    25  

Accounts payable, accrued expenses and other current liabilities

   (70  (14  (33

Counterparty collateral received, net

   27    —      —    

Income taxes

   45    (33  14  

Pension and non-pension postretirement benefit contributions

   (16  (24  (16

Other assets and liabilities

   (163  (64  (85
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operating activities

   740    561    485  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

    

Capital expenditures

   (620  (587  (582

Change in restricted cash

   (22  2    —    

Other investing activities

   20    14    9  
  

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities

   (622  (571  (573
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

    

Changes in short-term borrowings

   (15  135    —    

Issuance of long-term debt

   —      300    250  

Retirement of long-term debt

   (70  (467  (173

Dividends paid on preference stock

   (13  (13  (13

Contributions from parent

   —      —      66  

Other financing activities

   13    (3  (2
  

 

 

  

 

 

  

 

 

 

Net cash flows (used in) provided by financing activities

   (85  (48  128  
  

 

 

  

 

 

  

 

 

 

Increase (decrease) in cash and cash equivalents

   33    (58  40  

Cash and cash equivalents at beginning of period

   31    89    49  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $64   $31   $89  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Baltimore Gas and Electric Company and Subsidiary Companies

Consolidated Balance Sheets

 

   December 31, 

(In millions)

  2014   2013 
ASSETS    

Current assets

    

Cash and cash equivalents

  $64    $31  

Restricted cash and cash equivalents

   50     28  

Accounts receivable, net

    

Customer

   390     480  

Other

   82     114  

Income taxes receivable

   —       30  

Inventories, net

    

Gas held in storage

   57     53  

Materials and supplies

   30     28  

Deferred income taxes

   6     2  

Prepaid utility taxes

   59     57  

Regulatory assets

   214     181  

Other

   5     7  
  

 

 

   

 

 

 

Total current assets

   957     1,011  
  

 

 

   

 

 

 

Property, plant and equipment, net

   6,204     5,864  

Deferred debits and other assets

    

Regulatory assets

   510     524  

Investments

   12     13  

Prepaid pension asset

   370     423  

Other

   25     26  
  

 

 

   

 

 

 

Total deferred debits and other assets

   917     986  
  

 

 

   

 

 

 

Total assets (a)

  $8,078    $7,861  
  

 

 

   

 

 

 
   December 31, 

(In millions)

  2016   2015 
LIABILITIES AND SHAREHOLDERS’ EQUITY    

Current liabilities

    

Short-term borrowings

  $45    $210  

Long-term debt due within one year

   41     378  

Accounts payable

   205     209  

Accrued expenses

   175     110  

Payables to affiliates

   55     52  

Customer deposits

   110     102  

Regulatory liabilities

   50     38  

Other

   26     35  
  

 

 

   

 

 

 

Total current liabilities

   707     1,134  
  

 

 

   

 

 

 

Long-term debt

   2,281     1,480  

Long-term debt to financing trust

   252     252  

Deferred credits and other liabilities

    

Deferred income taxes and unamortized investment tax credits

   2,219     2,081  

Asset retirement obligations

   21     17  

Non-pension postretirement benefits obligations

   205     209  

Regulatory liabilities

   110     184  

Other

   61     61  
  

 

 

   

 

 

 

Total deferred credits and other liabilities

   2,616     2,552  
  

 

 

   

 

 

 

Total liabilities (a)

   5,856     5,418  
  

 

 

   

 

 

 

Commitments and contingencies

    

Shareholders’ equity

    

Common stock

   1,421     1,367  

Retained earnings

   1,427     1,320  
  

 

 

   

 

 

 

Total shareholders’ equity

   2,848     2,687  

Preference stock not subject to mandatory redemption

   —       190  
  

 

 

   

 

 

 

Total equity

   2,848     2,877  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

  $8,704    $8,295  
  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

Baltimore Gas and Electric Company and Subsidiary Companies

Consolidated Balance Sheets

   December 31, 

(In millions)

  2014   2013 
LIABILITIES AND SHAREHOLDERS’ EQUITY    

Current liabilities

    

Short-term borrowings

  $120    $135  

Long-term debt due within one year

   75     70  

Accounts payable

   215     270  

Accrued expenses

   131     111  

Deferred income taxes

   52     27  

Payables to affiliates

   66     55  

Customer deposits

   92     76  

Regulatory liabilities

   44     48  

Other

   51     35  
  

 

 

   

 

 

 

Total current liabilities

   846     827  
  

 

 

   

 

 

 

Long-term debt

   1,867     1,941  

Long-term debt to financing trust

   258     258  

Deferred credits and other liabilities

    

Deferred income taxes and unamortized investment tax credits

   1,865     1,773  

Asset retirement obligations

   17     19  

Non-pension postretirement benefits obligations

   212     217  

Regulatory liabilities

   200     204  

Other

   60     67  
  

 

 

   

 

 

 

Total deferred credits and other liabilities

   2,354     2,280  
  

 

 

   

 

 

 

Total liabilities (a)

   5,325     5,306  
  

 

 

   

 

 

 

Commitments and contingencies

    

Shareholders’ equity

    

Common stock

   1,360     1,360  

Retained earnings

   1,203     1,005  
  

 

 

   

 

 

 

Total shareholders’ equity

   2,563     2,365  
  

 

 

   

 

 

 

Preference stock not subject to mandatory redemption

   190     190  
  

 

 

   

 

 

 

Total equity

   2,753     2,555  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

  $8,078    $7,861  
  

 

 

   

 

 

 

__________________________

(a)BGE’s consolidated assets include $24$26 million and $31$26 million at December 31, 20142016 and December 31, 2013,2015, respectively, of BGE’s consolidated VIE that can only be used to settle the liabilities of the VIE. BGE’s consolidated liabilities include $197$42 million and $269$122 million at December 31, 20142016 and December 31, 2013,2015, respectively, of BGE’s consolidated VIE for which the VIE creditors do not have recourse to BGE. See Note 2—Variable Interest Entities.

See the Combined Notes to Consolidated Financial Statements

Baltimore Gas and Electric Company and Subsidiary Companies

Consolidated Statements of Changes in Shareholders’ Equity

(In millions)

  Common
Stock
  Retained
Earnings
  Total
Shareholders’
Equity
  Preference
stock
not
subject to

mandatory
redemption
  Total
Equity
 

Balance, December 31, 2013

  $1,360   $1,005   $2,365   $190   $2,555  

Net income

   —      211    211    —      211  

Preference stock dividends

   —      (13  (13  —      (13
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2014

  $1,360   $1,203   $2,563   $190   $2,753  

Net income

   —      288    288    —      288  

Preference stock dividends

   —      (13  (13  —      (13

Common stock dividends

   —      (158  (158  —      (158

Contribution from parent

   7    —      7    —      7  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2015

  $1,367   $1,320   $2,687   $190   $2,877  

Net income

   —      294    294    —      294  

Preference stock dividends

   —      (8  (8  —      (8

Common stock dividends

   —      (179  (179  —      (179

Distribution to parent

   (7  —      (7  —      (7

Contribution from parent

   61    —      61    —      61  

Redemption of preference stock

   —      —      —      (190  (190
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2016

  $1,421   $1,427   $2,848   $—     $2,848  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Baltimore Gas

[THIS PAGE INTENTIONALLY LEFT BLANK]

Pepco Holdings LLC and Subsidiary Companies

Consolidated Statements of Operations and Comprehensive Income

   Successor  Predecessor 
   March 24 to
December 31,
  January 1 to
March 23,
  For the Years Ended
December 31,
 

(In millions)

  2016  2016  2015  2014 

Operating revenues

      

Electric operating revenues

  $3,506   $1,096   $4,770   $4,614  

Natural gas operating revenues

   92    57    165    194  

Operating revenues from affiliates

   45    —      —      —    
  

 

 

  

 

 

  

 

 

  

 

 

 

Total operating revenues

   3,643    1,153    4,935    4,808  
  

 

 

  

 

 

  

 

 

  

 

 

 

Operating expenses

      

Purchased power

   925    471    1,986    1,940  

Purchased fuel

   36    26    87    117  

Purchased power and fuel from affiliates

   486    —      —      —    

Operating and maintenance

   1,144    294    1,156    1,183  

Operating and maintenance from affiliates

   89    —      —      —    

Depreciation, amortization and accretion

   515    152    624    526  

Taxes other than income

   354    105    455    437  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total operating expenses

   3,549    1,048    4,308    4,203  
  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) gain on sales of assets

   (1  —      46    —    
  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

   93    105    673    605  
  

 

 

  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

      

Interest expense, net

   (195  (65  (280  (269

Other, net

   44    (4  88    44  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   (151  (69  (192  (225
  

 

 

  

 

 

  

 

 

  

 

 

 

(Loss) income before income taxes

   (58  36    481    380  

Income taxes

   3    17    163    138  
  

 

 

  

 

 

  

 

 

  

 

 

 

Net (loss) income from continuing operations

   (61  19    318    242  

Net income from discontinued operations

   —      —      9    —    
  

 

 

  

 

 

  

 

 

  

 

 

 

Net (loss) income attributable to membership interest/common shareholders

  $(61 $19   $327   $242  
  

 

 

  

 

 

  

 

 

  

 

 

 
      

Comprehensive income (loss), net of income taxes

      

Net (loss) income

  $(61 $19   $327   $242  

Other comprehensive income (loss), net of income taxes

      

Pension andnon-pension postretirement benefit plans:

      

Actuarial loss (gain) reclassified to periodic cost

   —      1    9    (12

Unrealized loss on cash flow hedges

   —      —      1    —    
  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss)

   —      1    10    (12
  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive (loss) income

  $(61 $20   $337   $230  
  

 

 

  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Pepco Holdings LLC and Subsidiary Companies

Consolidated Statements of Cash Flows

  Successor         Predecessor 
  March 24 to
December 31,
         January 1 to
March 23,
  For the Years Ended
December 31,
 

(In millions)

 2016         2016      2015          2014     

Cash flows from operating activities

        

Net (loss) income

 $(61     $19   $327   $242  

Income from discontinued operations, net of income taxes

  —          —      (9  —    

Adjustments to reconcile net (loss) income to net cash from operating activities:

        

Depreciation, amortization and accretion

  515        152    624    526  

Impairment of long-lived assets

  —          —      —      81  

Loss (Gain) on sales of assets

  1        —      (46  —    

Deferred income taxes and amortization of investment tax credits

  295        19    134    303  

Net fair value changes related to derivatives

  —          18    —      —    

Othernon-cash operating activities

  514        46    167    127  

Changes in assets and liabilities:

        

Accounts receivable

  (21      (28  (105  (2

Receivables from and payables to affiliates, net

  42        —      —      —    

Inventories

  3        (4  —      8  

Accounts payable and accrued expenses

  19        42    (41  (31

Collateral received, net

  —          1    —      1  

Income taxes

  (22      12    8    (197

Pension andnon-pension postretirement benefit contributions

  (86      (4  (21  (18

Other assets and liabilities

  (311      (9  (99  (186
 

 

 

      

 

 

  

 

 

  

 

 

 

Net cash flows provided by operating activities

  888        264    939    854  
 

 

 

      

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

        

Capital expenditures

  (1,008      (273  (1,230  (1,223

Proceeds from sales of land

  24        —      54    —    

Changes in restricted cash

  (37      3    6    (12

Purchases of investments

  —          (68  —      —    

Other investing activities

  (9      (5  9    9  
 

 

 

      

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities

  (1,030      (343  (1,161  (1,226
 

 

 

      

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

        

Changes in short-term borrowings

  (515      (121  34    183  

Proceeds from short-term borrowings with maturities greater than 90 days

  —          500    300    —    

Repayments of short-term borrowings with maturities greater than 90 days

  (300      —      —      —    

Issuance of long-term debt

  179        —      558    766  

Retirement of long-term debt

  (338      (11  (430  (462

Issuance of preferred stock

  —          —      54    126  

Dividends paid on common stock

  —          —      (275  (272

Common stock issued for the Direct Stock Purchase and Dividend Reinvestment Plan and employee-related compensation

  —          2    18    33  

Distribution to member

  (273      —      —      —    

Contribution from member

  1,251        —      —      —    

Change in Exelon intercompany money pool

  (6      —      —      —    

Other financing activities

  (5      2    (26  (11
 

 

 

      

 

 

  

 

 

  

 

 

 

Net cash flows (used in) provided by financing activities

  (7      372    233    363  
 

 

 

      

 

 

  

 

 

  

 

 

 

(Decrease) Increase in cash and cash equivalents

  (149      293    11    (9

Cash and cash equivalents at beginning of period

  319        26    15    24  
 

 

 

      

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

 $170       $319   $26   $15  
 

 

 

      

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Pepco Holdings LLC and Subsidiary Companies

Consolidated Balance Sheets

   Successor          Predecessor 

(In millions)

  December 31,
2016
          December 31,
2015
 
ASSETS       

Current assets

       

Cash and cash equivalents

  $170       $26  

Restricted cash and cash equivalents

   43        14  

Accounts receivable, net

       

Customer

   496        581  

Other

   283        319  

Mark-to-market derivative asset

   —          18  

Inventories, net

       

Gas held in storage

   6        9  

Materials and supplies

   116        122  

Regulatory assets

   653        305  

Other

   71        80  
  

 

 

      

 

 

 

Total current assets

   1,838        1,474  
  

 

 

      

 

 

 

Property, plant and equipment, net

   11,598        10,864  

Deferred debits and other assets

       

Regulatory assets

   2,851        2,277  

Investments

   133        80  

Goodwill

   4,005        1,406  

Long-term note receivable

   4        4  

Prepaid pension asset

   509        —    

Deferred income taxes

   6        14  

Other

   81        69  
  

 

 

      

 

 

 

Total deferred debits and other assets

   7,589        3,850  
  

 

 

      

 

 

 

Total assets (a)

  $21,025       $16,188  
  

 

 

      

 

 

 

See the Combined Notes to Consolidated Financial Statements

Pepco Holdings LLC and Subsidiary Companies

Consolidated Balance Sheets

   Successor         Predecessor 

(In millions)

  December 31,
2016
         December 31,
2015
 
LIABILITIES AND EQUITY      

Current liabilities

      

Short-term borrowings

  $522      $958  

Long-term debt due within one year

   253       456  

Accounts payable

   458       404  

Accrued expenses

   272       266  

Payables to affiliates

   94       —    

Unamortized energy contract liabilities

   335       —    

Customer deposits

   123       107  

Merger related obligation

   101       —    

Regulatory liabilities

   79       66  

Other

   47       70  
  

 

 

     

 

 

 

Total current liabilities

   2,284       2,327  
  

 

 

     

 

 

 

Long-term debt

   5,645       4,823  

Deferred credits and other liabilities

      

Regulatory liabilities

   158       147  

Deferred income taxes and unamortized investment tax credits

   3,775       3,406  

Asset retirement obligations

   14       8  

Pension obligations

   —         466  

Non-pension postretirement benefit obligations

   134       215  

Unamortized energy contract liabilities

   750       —    

Other

   249       200  
  

 

 

     

 

 

 

Total deferred credits and other liabilities

   5,080       4,442  
  

 

 

     

 

 

 

Total liabilities(a)

   13,009       11,592  
  

 

 

     

 

 

 

Commitments and contingencies

      

Preferred stock(b)

   —         183  

Member’s equity/Shareholders’ equity

      

Membership interest/Common stock(c)

   8,077       3,832  

Undistributed (losses)/Retained earnings

   (61     617  

Accumulated other comprehensive loss, net

   —         (36

Total member’s equity/shareholders’ equity

   8,016       4,413  
  

 

 

     

 

 

 

Total liabilities and member’s equity/shareholders’ equity

  $21,025      $16,188  
  

 

 

     

 

 

 

(a)PHI’s consolidated total assets include $49 million and $30 million at December 31, 2016 and 2015, respectively, of PHI’s consolidated VIE that can only be used to settle the liabilities of the VIE. PHI’s consolidated total liabilities include $143 million and $172 million at December 31, 2016 and 2015, respectively, of PHI’s consolidated VIE for which the VIE creditors do not have recourse to PHI. See Note 2—Variable Interest Entities.
(b)At December 31, 2015, PHI had 18,000 shares of Series A preferred stock authorized and outstanding, par value $0.01 per share.
(c)At December 31, 2015, PHI’s (predecessor) shareholders’ equity included $3,829 million of otherpaid-in capital and $3 million of common stock. At December 31, 2015, PHI had 400,000,000 shares of common stock authorized and 254,289,261 shares of common stock outstanding, par value $0.01 per share.

See the Combined Notes to Consolidated Financial Statements

Pepco Holdings LLC and Subsidiary Companies

Consolidated Statements of Changes in Equity

(In millions, except share data)

Predecessor

  Common
Stock (a)
  Retained
Earnings
  Accumulated
Other
Comprehensive
Loss, net
  Total
Shareholders’
Equity
 

Balance, December 31, 2013

  $3,754   $595   $(34 $4,315  

Net income

   —      242    —      242  

Common stock dividends

   —      (272  —      (272

Original issue shares, net

   14    —      —      14  

DRP original issue shares

   28    —      —      28  

Net activity related to stock-based awards

   7    —      —      7  

Other comprehensive loss, net of income taxes

   —      —      (12  (12
  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2014

  $3,803   $565   $(46 $4,322  

Net income

   —      327    —      327  

Common stock dividends

   —      (275  —      (275

Original issue shares, net

   15    —      —      15  

DRP original issue shares

   11    —      —      11  

Net activity related to stock-based awards

   3    —      —      3  

Other comprehensive income, net of income taxes

   —      —      10    10  
  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2015

  $3,832   $617   $(36 $4,413  

Net income

   —      19    —      19  

Original issue shares, net

   3    —      —      3  

Net activity related to stock-based awards

   3    —      —      3  

Other comprehensive income, net of income taxes

   —      —      1    1  
  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, March 23, 2016

  $3,838   $636   $(35 $4,439  
  

 

 

  

 

 

  

 

 

  

 

 

 

Successor

  Membership
Interest
  Undistributed
Losses
  

 

Accumulated
Other
Comprehensive
Loss, net

  Member’s
Equity
 

Balance, March 24, 2016 (b)

  $7,200   $—     $—     $7,200  

Net loss

   —      (61  —      (61

Distribution to member (c)

   (400  —      —      (400

Contribution from member

   1,251    —      —      1,251  

Measurement period adjustment of Exelon’s deferred tax liabilities to reflect unitary state income tax consequences of the merger

   35    —      —      35  

Distribution of net retirement benefit obligation to member

   53    —      —      53  

Assumption of member liabilities (d)

   (62  —      —      (62
  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2016

  $8,077   $(61 $—     $8,016  
  

 

 

  

 

 

  

 

 

  

 

 

 

(a)At March 23, 2016 and December 31, 2015, PHI’s (predecessor) shareholders’ equity included $3,835 million and $3,829 million of otherpaid-in capital, and $3 million and $3 million of common stock, respectively.
(b)The March 24, 2016, beginning balance differs from the PHI Merger total purchase price by $59 million related to an acquisition accounting adjustment recorded at Exelon Corporate to reflect unitary state income tax consequences of the merger.
(c)Distribution to member includes $235 million of net assets associated with PHI’s unregulated business interests and $165 million of cash, each of which were distributed by PHI to Exelon.
(d)The liabilities assumed include $29 million for PHI stock-based compensation awards and $33 million for a merger related obligation, each assumed by PHI from Exelon. See Note 4—Mergers, Acquisitions, and Dispositions.

See the Combined Notes to Consolidated Financial Statements

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Potomac Electric Power Company

Statements of Operations and Comprehensive Income

   For the Years Ended
December 31,
 

(In millions)

  2016  2015  2014 

Operating revenues

    

Electric operating revenues

  $2,181   $2,124   $2,050  

Operating revenues from affiliates

   5    5    5  
  

 

 

  

 

 

  

 

 

 

Total operating revenues

   2,186    2,129    2,055  
  

 

 

  

 

 

  

 

 

 

Operating expenses

    

Purchased power

   411    719    735  

Purchased power from affiliates

   295    —      —    

Operating and maintenance

   607    435    386  

Operating and maintenance from affiliates

   35    4    4  

Depreciation and amortization

   295    256    212  

Taxes other than income

   377    376    369  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   2,020    1,790    1,706  
  

 

 

  

 

 

  

 

 

 

Gain on sales of assets

   8    46    —    
  

 

 

  

 

 

  

 

 

 

Operating income

   174    385    349  
  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

    

Interest expense, net

   (127  (124  (115

Other, net

   36    28    30  
  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   (91  (96  (85
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   83    289    264  

Income taxes

   41    102    93  
  

 

 

  

 

 

  

 

 

 

Net income attributable to common shareholder

  $42   $187   $171  
  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $42   $187   $171  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Potomac Electric Power Company

Statements of Cash Flows

   For the Years Ended
December 31,
 

(In millions)

  2016  2015  2014 

Cash flows from operating activities

    

Net income

  $42   $187   $171  

Adjustments to reconcile net (loss) income to net cash flows provided by operating activities:

    

Depreciation and amortization

   295    256    212  

Gain on sales of assets

   (8  (46  —    

Deferred income taxes and amortization of investment tax credits

   153    150    175  

Othernon-cash operating activities

   183    54    37  

Changes in assets and liabilities:

    

Accounts receivable

   (41  (43  7  

Receivables from and payables to affiliates, net

   44    —      (2

Inventories

   1    (5  5  

Accounts payable and accrued expenses

   32    (21  (37

Income taxes

   110    (46  (14

Pension andnon-pension postretirement benefit contributions

   (32  (14  (11

Other assets and liabilities

   (128  (99  (157
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operating activities

   651    373    386  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

    

Capital expenditures

   (586  (544  (567

Proceeds from sale of long-lived asset

   12    54    9  

Purchases of investments

   (30  —      —    

Changes in restricted cash

   (31  3    (3

Other investing activities

   (12  10    1  
  

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities

   (647  (477  (560
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

    

Changes in short-term borrowings

   (41  (40  (47

Issuance of long-term debt

   4    208    412  

Retirement of long-term debt

   (11  (22  (184

Dividends paid on common stock

   (136  (146  (86

Contribution from parent

   187    112    80  

Other financing activities

   (3  (9  (4
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by financing activities

   —      103    171  
  

 

 

  

 

 

  

 

 

 

Increase (decrease) in cash and cash equivalents

   4    (1)   (3) 

Cash and cash equivalents at beginning of period

   5    6    9  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $9   $5   $6  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Potomac Electric Power Company

Balance Sheets

   December 31, 

(In millions)

  2016   2015 
ASSETS    

Current assets

    

Cash and cash equivalents

  $9    $5  

Restricted cash and cash equivalents

   33     2  

Accounts receivable, net

    

Customer

   235     230  

Other

   150     261  

Inventories, net

   63     67  

Regulatory assets

   162     140  

Other

   32     21  
  

 

 

   

 

 

 

Total current assets

   684     726  
  

 

 

   

 

 

 

Property, plant and equipment, net

   5,571     5,162  

Deferred debits and other assets

    

Regulatory assets

   690     661  

Investments

   102     68  

Prepaid pension asset

   282     287  

Other

   6     4  
  

 

 

   

 

 

 

Total deferred debits and other assets

   1,080     1,020  
  

 

 

   

 

 

 

Total assets

  $7,335    $6,908  
  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

Potomac Electric Power Company

Balance Sheets

   December 31, 

(In millions)

  2016   2015 
LIABILITIES AND SHAREHOLDER’S EQUITY    

Current liabilities

    

Short-term borrowings

  $23    $64  

Long-term debt due within one year

   16     11  

Accounts payable

   209     145  

Accrued expenses

   113     119  

Payables to affiliates

   74     30  

Customer deposits

   53     46  

Regulatory liabilities

   11     15  

Merger related obligation

   68     —    

Other

   29     25  
  

 

 

   

 

 

 

Total current liabilities

   596     455  
  

 

 

   

 

 

 

Long-term debt

   2,333     2,340  

Deferred credits and other liabilities

    

Regulatory liabilities

   20     29  

Deferred income taxes and unamortized investment tax credits

   1,910     1,723  

Non-pension postretirement benefit obligations

   43     49  

Other

   133     72  
  

 

 

   

 

 

 

Total deferred credits and other liabilities

   2,106     1,873  
  

 

 

   

 

 

 

Total liabilities

   5,035     4,668  
  

 

 

   

 

 

 

Commitments and contingencies

    

Shareholder’s equity

    

Common stock

   1,309     1,122  

Retained earnings

   991     1,118  
  

 

 

   

 

 

 

Total shareholder’s equity

   2,300     2,240  
  

 

 

   

 

 

 

Total liabilities and shareholder’s equity

  $7,335    $6,908  
  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

Potomac Electric Power Company

Statements of Changes in Shareholder’s Equity

(In millions)

  Common
Stock
   Retained
Earnings
  Total
Shareholder’s
Equity
 

Balance, December 31, 2013

  $930    $992   $1,922  

Net income

   —       171    171  

Common stock dividends

   —       (86  (86

Contribution from Parent

   80     —      80  
  

 

 

   

 

 

  

 

 

 

Balance, December 31, 2014

  $1,010    $1,077   $2,087  

Net income

   —       187    187  

Common stock dividends

   —       (146  (146

Contribution from Parent

   112     —      112  
  

 

 

   

 

 

  

 

 

 

Balance, December 31, 2015

  $1,122    $1,118   $2,240  

Net income

   —       42    42  

Common stock dividends

   —       (169  (169

Contribution from Parent

   187     —      187  
  

 

 

   

 

 

  

 

 

 

Balance, December 31, 2016

  $1,309    $991   $2,300  
  

 

 

   

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

[THIS PAGE INTENTIONALLY LEFT BLANK]

Delmarva Power & Light Company

Statements of Operations and Comprehensive Income

   For the Years Ended
December 31,
 

(In millions)

  2016  2015  2014 

Operating revenues

    

Electric operating revenues

  $1,122   $1,132   $1,081  

Natural gas operating revenues

   148    164    194  

Operating revenues from affiliates

   7    6    7  
  

 

 

  

 

 

  

 

 

 

Total operating revenues

   1,277    1,302    1,282  
  

 

 

  

 

 

  

 

 

 

Operating expenses

    

Purchased power

   369    555    536  

Purchased fuel

   60    79    104  

Purchased power from affiliate

   154    —      —    

Operating and maintenance

   422    303    266  

Operating and maintenance from affiliates

   19    1    1  

Depreciation, amortization and accretion

   157    148    122  

Taxes other than income

   55    51    46  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   1,236    1,137    1,075  
  

 

 

  

 

 

  

 

 

 

Gain on sales of assets

   9    —      —    
  

 

 

  

 

 

  

 

 

 

Operating income

   50    165    207  
  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

    

Interest expense, net

   (50  (50  (48

Other, net

   13    10    10  
  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   (37  (40  (38
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   13    125    169  

Income taxes

   22    49    65  
  

 

 

  

 

 

  

 

 

 

Net (loss) income attributable to common shareholder

  $(9 $76   $104  
  

 

 

  

 

 

  

 

 

 

Comprehensive (loss) income

  $(9 $76   $104  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Delmarva Power & Light Company

Statements of Cash Flows

   For the Years Ended December 31, 

(In millions)

  2016  2015  2014 

Cash flows from operating activities

    

Net (loss) income

  $(9 $76   $104  

Adjustments to reconcile net (loss) income to net cash flows provided by operating activities:

    

Depreciation, amortization, and accretion

   157    148    122  

Deferred income taxes and amortization of investment tax credits

   109    73    110  

Othernon-cash operating activities

   114    33    22  

Changes in assets and liabilities:

    

Accounts receivable

   (5  (24  1  

Receivables from and payables to affiliates, net

   13    3    (6

Inventories

   —      6    (2

Accounts payable and accrued expenses

   (4  (8  —    

Collateral (paid) received, net

   1    (1  —    

Income taxes

   28    (26  (1

Pension andnon-pension postretirement benefit contributions

   (22  —      —    

Other assets and liabilities

   (72  (14  (82
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operating activities

   310    266    268  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

    

Capital expenditures

   (349  (352  (352

Proceeds from sales of long-lived assets

   9    —      —    

Change in restricted cash

   —      5    (5

Other investing activities

   4    2    (1
  

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities

   (336  (345  (358
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

    

Change in short-term borrowings

   (105  (1  (41

Issuance of long-term debt

   175    200    204  

Retirement of long-term debt

   (100  (100  (100

Dividends paid on common stock

   (54  (92  (100

Contribution from parent

   152    75    130  

Other financing activities

   (1  (2  (1
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by financing activities

   67    80    92  
  

 

 

  

 

 

  

 

 

 

Increase in cash and cash equivalents

   41    1    2  

Cash and cash equivalents at beginning of period

   5    4    2  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $46   $5   $4  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Delmarva Power & Light Company

Balance Sheets

   December 31, 

(In millions)

  2016   2015 
ASSETS    

Current assets

    

Cash and cash equivalents

  $46    $5  

Accounts receivable, net

    

Customer

   136     154  

Other

   63     96  

Receivables from affiliates

   3     —    

Inventories, net

    

Gas held in storage

   7     8  

Materials and supplies

   32     32  

Regulatory assets

   59     72  

Other

   24     21  
  

 

 

   

 

 

 

Total current assets

   370     388  
  

 

 

   

 

 

 

Property, plant and equipment, net

   3,273     3,070  

Deferred debits and other assets

    

Regulatory assets

   289     299  

Goodwill

   8     8  

Prepaid pension asset

   206     202  

Other

   7     2  
  

 

 

   

 

 

 

Total deferred debits and other assets

   510     511  
  

 

 

   

 

 

 

Total assets

  $4,153    $3,969  
  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

Delmarva Power & Light Company

Balance Sheets

   December 31, 

(In millions)

  2016   2015 
LIABILITIES AND SHAREHOLDER’S EQUITY    

Current liabilities

    

Short-term borrowings

  $—      $105  

Long-term debt due within one year

   119     204  

Accounts payable

   88     109  

Accrued expenses

   36     31  

Payables to affiliates

   38     20  

Customer deposits

   36     31  

Regulatory liabilities

   43     49  

Merger related obligation

   13     —    

Other

   8     15  
  

 

 

   

 

 

 

Total current liabilities

   381     564  
  

 

 

   

 

 

 

Long-term debt

   1,221     1,061  

Deferred credits and other liabilities

    

Regulatory liabilities

   97     111  

Deferred income taxes and unamortized investment tax credits

   1,056     945  

Non-pension postretirement benefit obligations

   19     19  

Other

   53     32  
  

 

 

   

 

 

 

Total deferred credits and other liabilities

   1,225     1,107  
  

 

 

   

 

 

 

Total liabilities

   2,827     2,732  
  

 

 

   

 

 

 

Commitments and contingencies

    

Shareholder’s equity

    

Common stock

   764     612  

Retained earnings

   562     625  
  

 

 

   

 

 

 

Total shareholder’s equity

   1,326     1,237  
  

 

 

   

 

 

 

Total liabilities and shareholder’s equity

  $4,153    $3,969  
  

 

 

   

 

 

 

See the Combined Notes to Consolidated Financial Statements

Delmarva Power & Light Company

Statements of Changes in Shareholder’s Equity

(In millions)

  Common
Stock
   Retained
Earnings
  Total
Shareholder’s
Equity
 

Balance, December 31, 2013

  $407    $637   $1,044  

Net income

   —       104    104  

Common stock dividends

   —       (100  (100

Contribution from parent

   130     —      130  
  

 

 

   

 

 

  

 

 

 

Balance, December 31, 2014

  $537    $641   $1,178  

Net income

   —       76    76  

Common stock dividends

   —       (92  (92

Contribution from parent

   75     —      75  
  

 

 

   

 

 

  

 

 

 

Balance, December 31, 2015

  $612    $625   $1,237  

Net loss

   —       (9  (9

Common stock dividends

   —       (54  (54

Contribution from parent

   152     —      152  
  

 

 

   

 

 

  

 

 

 

Balance, December 31, 2016

  $764    $562   $1,326  
  

 

 

   

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

[THIS PAGE INTENTIONALLY LEFT BLANK]

Atlantic City Electric Company and Subsidiary CompaniesCompany

Consolidated Statements of Operations and Comprehensive Income

 

   For the Years Ended
December 31,
 

(In millions)

  2016  2015  2014 

Operating revenues

    

Electric operating revenues

  $1,254   $1,291   $1,206  

Operating revenues from affiliates

   3    4    4  
  

 

 

  

 

 

  

 

 

 

Total operating revenues

   1,257    1,295    1,210  
  

 

 

  

 

 

  

 

 

 

Operating expenses

    

Purchased power

   614    708    664  

Purchased power from affiliates

   37    —      —    

Operating and maintenance

   410    268    247  

Operating and maintenance from affiliates

   18    3    3  

Depreciation, amortization and accretion

   165    175    155  

Taxes other than income

   7    7    4  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   1,251    1,161    1,073  
  

 

 

  

 

 

  

 

 

 

Gain on sale of assets

   1    —      —    
  

 

 

  

 

 

  

 

 

 

Operating income

   7    134    137  
  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

    

Interest expense, net

   (62  (64  (64

Other, net

   9    3    3  
  

 

 

  

 

 

  

 

 

 

Total other income and (deductions)

   (53  (61  (61
  

 

 

  

 

 

  

 

 

 

(Loss) income before income taxes

   (46  73    76  

Income taxes

   (4  33    30  
  

 

 

  

 

 

  

 

 

 

Net (loss) income attributable to common shareholder

  $(42 $40   $46  
  

 

 

  

 

 

  

 

 

 

Comprehensive (loss) income

  $(42 $40   $46  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated StatementFinancial Statements

Atlantic City Electric Company and Subsidiary Company

Consolidated Statements of Changes in Shareholders’ EquityCash Flows

 

(In millions)

  Common
Stock
   Retained
Earnings
  Total
Shareholders’
Equity
  Preference stock
not subject to
mandatory
redemption
   Total
Equity
 

Balance, December 31, 2011

  $1,294    $817   $2,111   $190    $2,301  

Net income

   —       4    4    —       4  

Preference stock dividends

   —       (13  (13  —       (13

Contribution from parent

   66     —      66    —       66  
  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

Balance, December 31, 2012

  $1,360    $808   $2,168   $190    $2,358  

Net income

   —       210    210    —       210  

Preference stock dividends

   —       (13  (13  —       (13
  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

Balance, December 31, 2013

  $1,360    $1,005   $2,365   $190    $2,555  

Net income

   —       211    211    —       211  

Preference stock dividends

   —       (13  (13  —       (13
  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

Balance, December 31, 2014

  $1,360    $1,203   $2,563   $190    $2,753  
  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 
   For the Years Ended
December 31,
 

(In millions)

  2016  2015  2014 

Cash flows from operating activities

    

Net (loss) income

  $(42 $40   $46  

Adjustments to reconcile net (loss) income to net cash from operating activities:

    

Depreciation, amortization and accretion

   165    175    155  

Deferred income taxes and amortization of investment tax credits

   22    31    38  

Othernon-cash operating activities

   155    37    26  

Changes in assets and liabilities:

    

Accounts receivable

   (8  (67  6  

Receivables from and payables to affiliates, net

   13    1    —    

Inventories

   (1  (1  4  

Accounts payable, accrued expenses and other current liabilities

   9    9    (17

Income taxes

   174    (34  (20

Pension andnon-pension postretirement benefit contributions

   (17  (2  (3

Other assets and liabilities

   (85  67    24  
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operating activities

   385    256    259  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

    

Capital expenditures

   (311  (300  (225

Proceeds from sale of long-lived assets

   2    —      —    

Changes in restricted cash

   (2  (6  —    

Other investing activities

   2    —      1  
  

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities

   (309  (306  (224
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

    

Change in short-term borrowings

   (5  (122  7  

Issuance of long-term debt

   —      150    150  

Retirement of long-term debt

   (48  (58  (66

Repayment of term loan

   —      —      (100

Dividends paid on common stock

   (63  (12  (26

Contributions from parent

   139    95    —    

Other financing activities

   (1  (2  (1
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by (used in) financing activities

   22    51    (36
  

 

 

  

 

 

  

 

 

 

Increase (decrease) in cash and cash equivalents

   98    1    (1

Cash and cash equivalents at beginning of period

   3    2    3  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $101   $3   $2  
  

 

 

  

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Atlantic City Electric Company and Subsidiary Company

Consolidated Balance Sheets

   December 31, 

(In millions)

  2016   2015 
ASSETS    

Current assets

    

Cash and cash equivalents

  $101    $3  

Restricted cash and cash equivalents

   9     12  

Accounts receivable, net

    

Customer

   125     156  

Other

   44     242  

Inventories, net

   22     23  

Regulatory assets

   96     98  

Other

   2     12  
  

 

 

   

 

 

 

Total current assets

   399     546  
  

 

 

   

 

 

 

Property, plant and equipment, net

   2,521     2,322  

Deferred debits and other assets

    

Regulatory assets

   405     414  

Long-term note receivable

   4     4  

Prepaid pension asset

   84     82  

Other

   44     19  
  

 

 

   

 

 

 

Total deferred debits and other assets

   537     519  
  

 

 

   

 

 

 

Total assets(a)

  $3,457    $3,387  
  

 

 

   

 

 

 

 

See the Combined Notes to Consolidated Financial Statements

Atlantic City Electric Company and Subsidiary Company

Consolidated Balance Sheets

   December 31, 

(In millions)

  2016   2015 
LIABILITIES AND SHAREHOLDER’S EQUITY    

Current liabilities

    

Short-term borrowings

  $—      $5  

Long-term debt due within one year

   35     48  

Accounts payable

   132     96  

Accrued expenses

   38     70  

Payables to affiliates

   29     16  

Customer deposits

   33     30  

Regulatory liabilities

   25     18  

Merger related obligation

   20     —    

Other

   8     14  
  

 

 

   

 

 

 

Total current liabilities

   320     297  
  

 

 

   

 

 

 

Long-term debt

   1,120     1,153  

Deferred credits and other liabilities

    

Deferred income taxes and unamortized investment tax credits

   917     885  

Non-pension postretirement benefit obligations

   34     33  

Regulatory liabilities

   —       7  

Other

   32     12  
  

 

 

   

 

 

 

Total deferred credits and other liabilities

   983     937  
  

 

 

   

 

 

 

Total liabilities(a)

   2,423     2,387  
  

 

 

   

 

 

 

Commitments and contingencies

    

Shareholder’s equity

    

Common stock

   912     773  

Retained earnings

   122     227  
  

 

 

   

 

 

 

Total shareholder’s equity

   1,034     1,000  
  

 

 

   

 

 

 

Total liabilities and shareholder’s equity

  $3,457    $3,387  
  

 

 

   

 

 

 

(a)ACE’s consolidated assets include $32 million and $30 million at December 31, 2016 and 2015, respectively, of ACE’s consolidated VIE that can only be used to settle the liabilities of the VIE. ACE’s consolidated liabilities include $126 million and $172 million at December 31, 2016 and 2015, respectively, of ACE’s consolidated VIE for which the VIE creditors do not have recourse to ACE. See Note 2—Variable Interest Entities.

See the Combined Notes to Consolidated Financial Statements

Atlantic City Electric Company and Subsidiary Company

Consolidated Statements of Changes in Shareholder’s Equity

(In millions)

  Common
Stock
   Retained
Earnings
  Total
Shareholder’s
Equity
 

Balance, December 31, 2013

  $678    $179   $857  

Net income

   —       46    46  

Common stock dividends

   —       (26  (26
  

 

 

   

 

 

  

 

 

 

Balance, December 31, 2014

  $678    $199   $877  

Net income

   —       40    40  

Common stock dividends

   —       (12  (12

Contribution from parent

   95     —      95  
  

 

 

   

 

 

  

 

 

 

Balance, December 31, 2015

  $773    $227   $1,000  

Net loss

   —       (42  (42

Common stock dividends

   —       (63  (63

Contribution from parent

   139     —      139  
  

 

 

   

 

 

  

 

 

 

Balance, December 31, 2016

  $912    $122   $1,034  
  

 

 

   

 

 

  

 

 

 

See the Combined Notes to Consolidated Financial Statements

Combined Notes to Consolidated Financial Statements

(Dollars in millions, except per share data unless otherwise noted)

Index to Combined Notes to Consolidated Financial Statements

The notes to the consolidated financial statements that follow are a combined presentation. The following list indicates the registrants to which the footnotes apply:

Applicable Notes

 

Registrant

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

11

 

12

 

13

 

14

 

15

 

16

 

17

 

18

 

19

 

20

 

21

 

22

 

23

 

24

 

25

 

26

 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 

Exelon Corporation

                                                                                                                                          

Exelon Generation Company, LLC

                                                                                                                                    

Commonwealth Edison Company

                                                                                                                  

PECO Energy Company

                                                                                                                        

Baltimore Gas And Electric Company

                          

Baltimore Gas and Electric Company

                                                                                        

Pepco Holdings LLC

                                                                                                    

Potomac Electric Power Company

                                                                                              

Delmarva Power & Light Company

                                                                                              

Atlantic City Electric Company

                                                                                           

1. Significant Accounting Policies (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Description of Business (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Exelon is a utility services holding company engaged through its principal subsidiaries in the energy generation and energy distribution and transmission businesses. Prior to March 12, 2012,23, 2016, Exelon’s principal, wholly owned subsidiaries included Generation, ComEd, PECO and Generation.BGE. On March 12, 2012, Constellation merged into Exelon23, 2016, in conjunction with Exelon continuing as the surviving corporation pursuant to the transactions contemplated by theAmended and Restated Agreement and Plan of Merger (“(the PHI Merger Agreement”). AsAgreement), Purple Acquisition Corp, a result of the merger transaction, Generation now includes the former Constellation generation and customer supply operations. BGE, formerly Constellation’s regulated utility subsidiary, is now awholly owned subsidiary of Exelon, merged with and into PHI, with PHI continuing as the surviving entity as a wholly owned subsidiary of Exelon. PHI is a utility services holding company engaged through its principal wholly owned subsidiaries, Pepco, DPL and ACE, in the energy distribution and transmission businesses. Refer to Note 4—Mergers, Acquisitions, and Dispositions for further information regarding the merger transaction.

On April 1, 2014, Generation assumed the operating licenses and corresponding operational control of CENG’s nuclear fleet. As a result, Exelon and Generation consolidated CENG’s financial position and results of operations into their businesses. Prior to April 1, 2014, Exelon and Generation accounted for CENG as an equity method investment. Refer to Note 5—Investment in Constellation Energy Nuclear Group, LLC for further information regarding the integration transaction.

The energy generation business includes:

 

  

GenerationPhysicalGeneration, physical delivery and marketing of owned and contracted electric generation capacity and provision ofpower across multiple geographical regions through its customer-facing business, Constellation. Generation also sells renewable energy and other energy-related products and services, and natural gas exploration and production activities.services. Generation has six reportable segments consisting of theMid-Atlantic, Midwest, New England, New York, ERCOT and Other regions.

Power Regions.

The energy delivery businesses include:

 

  

ComEd: Purchase and regulated retail sale of electricity and the provision of electric distribution and transmission services in northern Illinois, including the City of Chicago.

 

  

PECO: Purchase and regulated retail sale of electricity and the provision of electric distribution and transmission services in southeastern Pennsylvania, including the City of Philadelphia, and the purchase and regulated retail sale of natural gas and the provision of natural gas distribution services in the Pennsylvania counties surrounding the City of Philadelphia.

 

  

BGE: Purchase and regulated retail sale of electricity and the provision of electric distribution and transmission services in central Maryland, including the City of Baltimore, and the purchase and regulated retail sale of natural gas and the provision of natural gas distribution services in central Maryland, including the City of Baltimore.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Pepco: Purchase and regulated retail sale of electricity and the provision of electric distribution and transmission services in the District of Columbia and major portions of Prince George’s County and Montgomery County in Maryland.

DPL: Purchase and regulated retail sale of electricity and the provision of electric distribution and transmission services in portions of Maryland and Delaware, and the purchase and regulated retail sale of natural gas and the provision of natural gas distribution services in northern Delaware.

ACE: Purchase and regulated retail sale of electricity and the provision of electric distribution and transmission services in southern New Jersey.

Basis of Presentation (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

This is a combined annual report of Exelon, Generation, ComEd, PECO and BGE.all registrants. The Notes to the Consolidated Financial Statements apply to Exelon, Generation, ComEd, PECO and BGEthe registrants as indicated above in the Index to Combined Notes to Consolidated Financial Statements and parenthetically next to each corresponding disclosure. When appropriate, Exelon, Generation, ComEd, PECO and BGEthe registrants are named specifically for their related activities and disclosures.

Exelon did not apply push-down accounting to BGE and BGE continued to be subject to reporting requirements as an SEC registrant. The information disclosed for BGE represents the activity of the standalone entity for the twelve months ended December 31, 2014, 2013 and 2012 and the financial position as of December 31, 2014 and December 31, 2013. However, for Exelon’s consolidated financial reporting, Exelon is reporting BGE activity from the acquisition date of March 12, 2012 through December 31, 2014.

Each of the Registrant’s Consolidated Financial Statements includes the accounts of its subsidiaries. All intercompany transactions have been eliminated. All Equity in earnings (losses) from unconsolidated affiliates have been presented below Income taxes in the Registrants’ Consolidated Statements of Operations and Comprehensive Income starting in the first quarter of 2015.

Pursuant to the acquisition of PHI, Exelon’s financial reporting reflects PHI’s consolidated financial results subsequent to the March 23, 2016, acquisition date. Exelon has accounted for the merger transaction applying the acquisition method of accounting, which requires the assets acquired and liabilities assumed by Exelon to be reported in Exelon’s financial statements at fair value, with any excess of the purchase price over the fair value of net assets acquired reported as goodwill. Exelon has pushed-down the application of the acquisition method of accounting to the consolidated financial statements of PHI such that the assets and liabilities of PHI are similarly recorded at their respective fair values, and goodwill has been established as of the acquisition date. Accordingly, the consolidated financial statements of PHI for periods before and after the March 23, 2016, acquisition date reflect different bases of accounting, and the financial positions and the results of operations of the predecessor and successor periods are not comparable. The acquisition method of accounting has not been pushed down to PHI’s wholly-owned subsidiary utility registrants, Pepco, DPL and ACE.

For financial statement purposes, beginning on March 24, 2016, disclosures that had solely related to PHI, Pepco, DPL or ACE activities now also apply to Exelon, unless otherwise noted.

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. The costs of BSC, including support services, are directly charged or allocated to the applicable subsidiaries using a cost-causative allocation method. Corporate governance-type costs that cannot be directly assigned are allocated based on a Modified Massachusetts Formula, which is a method that utilizes a combination of gross revenues, total assets and direct labor costs for the allocation base. The results of Exelon’s corporate operations are presented as “Other” within the consolidated financial statements and include intercompany eliminations unless otherwise disclosed.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

PHISCO, a wholly owned subsidiary of PHI, provides a variety of support services at cost, including legal, accounting, engineering, distribution and transmission planning, asset management, system operations, and power procurement, to PHI and its operating subsidiaries. These services are directly charged or allocated pursuant to service agreements among PHI Service Company and the participating operating subsidiaries.

Exelon owns 100% of all of its significant consolidated subsidiaries, including PHI, either directly or indirectly, except for ComEd, of which Exelon owns more than 99%, and BGE,. As of which Exelon owns 100% of the common stock but none of BGE’s preference stock.December 31, 2016, Exelon owned none of PECO’sBGE’s preferred securities, which PECOBGE redeemed in 2013.2016. Exelon has reflected the third-party interests in ComEd, which totaled less than $1 million at December 31, 20142016 and December 31, 2013,2015, as equity, PECO’s preferred securities as preferred securities of subsidiary through their redemption in 2013, and BGE’s preference stock as BGE preference stock not subject to mandatory redemption in its consolidated financial statements. BGE is subject to some ring-fencing measures established by order of the MDPSC. As part of this arrangement, BGE common stock is held directly by RF Holdco LLC, which is an indirect subsidiary of Exelon. GSS Holdings (BGE Utility), an unrelated party, holds a nominalnon-economic interest in RF Holdco LLC with limited voting rights on specified matters.

PHI is subject to some ring-fencing measures established by orders of the DCPSC, DPSC, MDPSC and NJBPU, pursuant to which all of the membership interest in PHI is held directly by PH Holdco LLC, which is an indirect subsidiary of Exelon. GSS Holdings (PH Utility), Inc., an unrelated party, holds a nominal non-economic interest in PH Holdco LLC with limited voting rights on specified matters. PHI owns 100% of its subsidiaries including Pepco, DPL and ACE.

Generation owns 100% of all of its significant consolidated subsidiaries, either directly or indirectly, except for certain Exelon Wind projects, of which Generation holds a majorityvariable interest of 99% for certain periods of time, andentities, including CENG, of which Generation holds a 50.01% interest. The remaining interests are included in noncontrolling interestinterests on Exelon’s and Generation’s Consolidated Balance Sheets. See Note 2—Variable Interest Entities for further discussion of Exelon’s and Generation’s VIEs and the reversionary interests of the noncontrolling members for these certain subsidiaries.consolidated VIEs.

ComEd owns 100% of all of its significant consolidated subsidiaries, either directly or indirectly, except for RITELine Illinois, LLC, of which ComEd owns 75% and an additional12.5% is indirectly owned by Exelon. Exelon and ComEd have reflected the third-party interests of 12.5% and 25%, respectively, in RITELine Illinois, LLC, which both totaled less than $1 million at December 31, 2014 and December 31, 2013, as equity.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Exelon consolidatesThe Registrants consolidate the accounts of entities in which Exelona Registrant has a controlling financial interest, after the elimination of intercompany transactions. A controlling financial interest is evidenced by either a voting interest greater than 50% in which Exelonthe Registrant can exercise control over the operations and policies of the investee, or the results of a model that identifies Exelonthe Registrant or one of its subsidiaries as the primary beneficiary of a VIE. Where Exelon doesthe Registrants do not have a controlling financial interest in an entity, it applies proportionalproportionate consolidation, equity method accounting or cost method accounting. Exelon appliesaccounting is applied. The Registrants apply proportionate consolidation when it hasthey have an undivided interest in an asset and isare proportionately liable for itstheir share of each liability associated with the asset. ExelonThe Registrants proportionately consolidates itsconsolidate their undivided ownership interests in jointly owned electric plants and transmission facilities, as well as its undivided ownership interests in Upstream natural gas exploration and production activities.facilities. Under proportionate consolidation, Exelonthe Registrants separately records itsrecord their proportionate share of the assets, liabilities, revenues and expenses related to the undivided interest in the asset. Exelon appliesThe Registrants apply equity method accounting when it hasthey have significant influence over an investee through an ownership in common stock, which generally approximates a 20% to 50% voting interest. Exelon appliesThe Registrants apply equity method accounting to certain investments and joint ventures, including certain financing trusts of ComEd, PECO and BGE. Under the equity method, Exelon reports itsthe Registrants report their interest in the entity as an investment and Exelon’sthe Registrants’ percentage share of the earnings from the entity as single line items in itstheir financial statements. Exelon usesThe Registrants use the cost method if it holdsthey lack significant influence, which generally results when they hold less than 20% of the common stock of an entity. Under the cost method, Exelon reports its investmentthe Registrants report their investments at cost and recognizesrecognize income only to the extent Exelon receives dividends or distributions.distributions are received.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The accompanying consolidated financial statements have been prepared in accordance with GAAP for annual financial statements and in accordance with the instructions to Form10-K and RegulationS-X promulgated by the SEC.

Use of Estimates (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

The preparation of financial statements of each of the Registrants in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Areas in which significant estimates have been made include, but are not limited to, the accounting for nuclear decommissioning costs and other AROs, pension and other postretirement benefits, the application of purchase accounting, inventory reserves, allowance for uncollectible accounts, goodwill and asset impairments, derivative instruments, unamortized energy contracts, fixed asset depreciation, environmental costs and other loss contingencies, taxes and unbilled energy revenues. Actual results could differ from those estimates.

Reclassifications (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Certain prior year amounts in the registrants’Registrants’ Consolidated Statements of Operations and Comprehensive Income, Consolidated Balance Sheets and Consolidated Statements of Cash Flows have been reclassified between line items for comparative purposes. The reclassifications did not affect any of the Registrants’ net income, financial positions, or cash flows from operating activities.

Certain prior year amounts in the Consolidated Statements of Operations and Comprehensive Income, Consolidated Balance Sheets and Consolidated Statements of Cash Flows of PHI, Pepco, DPL and ACE have been reclassified to conform the presentation of these amounts to the current period presentation in Exelon’s financial statements. Most significantly for PHI, Pepco, DPL and ACE, current regulatory assets and liabilities have been presented separately from thenon-current portions in each respective Consolidated Balance Sheet where recovery or refund is expected within the next 12 months. Additionally, for PHI, Pepco, DPL and ACE, the removal cost within Accumulated depreciation was reclassified to the Regulatory liability or Regulatory asset account to align with Exelon’s presentation. The reclassifications were not considered errors in the prior financial statements.

Accounting for the Effects of Regulation (Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL and BGE)ACE)

Exelon, ComEd, PECO and BGEThe Registrants apply the authoritative guidance for accounting for certain types of regulation, which requires ComEd, PECO and BGEthem to record in their consolidated financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria: 1) rates are established or approved by a third-party regulator; (2) rates are designed to recover the entities’ cost of providing services or products; and (3) there is a reasonable expectation

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

that rates are set at levels that will recover the entities’ costs from customers. Exelon ComEd, PECO and BGEthe Utility Registrants account for their regulated operations in accordance with regulatory and legislative guidance from the regulatory authorities having jurisdiction, principally the ICC, the PAPUC, the MDPSC, the DCPSC, the DPSC and the MDPSC, in the cases of ComEd, PECO and BGE, respectively,NJBPU, under state public utility laws and the FERC under various Federal laws. Regulatory assets and liabilities are amortized and the related expense or revenue is recognized in the Consolidated Statements of Operations consistent with the recovery or refund included in customer rates. Exelon believes that it is probable that its currently recorded regulatory assets and liabilities will be recovered and settled, respectively, in future rates. However, Exelon ComEd, PECO and BGEthe Utility Registrants continue to

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

evaluate their respective abilities to continue to apply the authoritative guidance for accounting for certain types of regulation, including consideration of current events in their respective regulatory and political environments. If a separable portion of ComEd’s, PECO’s or BGE’sthe Registrants’ business was no longer able to meet the criteria discussed above, the affected entities would be required to eliminate from their consolidated financial statements the effects of regulation for that portion, which could have a material impact on their results of operations and financial positions. See Note 3—Regulatory Matters for additional information.

ACE has a recovery mechanism for purchased power costs associated with BGS. ACE records a deferred energy supply costs regulatory asset or regulatory liability for under or over-recovered costs that are expected to be recovered from or refunded to ACE customers, respectively. In the first quarter of 2016, ACE changed its method of accounting for determining under or over-recovered costs in this recovery mechanism to include unbilled revenues in the determination of under or over-recovered costs. ACE believes this change is preferable as it better reflects the economic impacts ofdollar-for-dollar cost recovery mechanisms. ACE applied the change retrospectively. The impact of the change was a $12 million reduction to ACE’s opening Retained earnings as of January 1, 2014 with a corresponding reduction to Regulatory assets. The impact of the change on Net income attributable to common shareholder was an increase of $2 million and $1 million for the years ended December 31, 2015 and December 31, 2014, respectively.

The Registrants treat the impacts of a final rate order received after the balance sheet date but prior to the issuance of the financial statements as anon-recognized subsequent event, as the receipt of a final rate order is a separate and distinct event that has future impacts on the parties affected by the order.

Revenues (All Registrants)

Revenues (Exelon, Generation, ComEd, PECO and BGE)

Operating Revenues. Operating revenues are recorded as service is rendered or energy is delivered to customers. At the end of each month, the Registrants accrue an estimate for the unbilled amount of energy delivered or services provided to customers. ComEd records its best estimates of the distribution and transmission revenue impacts resulting from changes in rates that ComEd believes are probable of approval by the ICC and FERC in accordance with its formula rate mechanisms. BGE, records itsPepco, DPL and ACE record their best estimate of the transmission revenue impactimpacts resulting from changes in rates that BGE believesthey each believe are probable of approval by FERC in accordance with itstheir formula rate mechanism.mechanisms. See Note 3—Regulatory Matters and Note 6—Accounts Receivable for further information.

RTOs and ISOs. In RTO and ISO markets that facilitate the dispatch of energy and energy-related products, the Registrants generally report sales and purchases conducted on a net hourly basis in either revenues or purchased power on their Consolidated Statements of Operations and Comprehensive Income, the classification of which depends on the net hourly activity. In addition, capacity revenue and expense classification is based on the net sale or purchase position of the Company in the different RTOs and ISOs.

Option Contracts, Swaps and Commodity Derivatives. Certain option contracts and swap arrangements that meet the definition of derivative instruments are recorded at fair value with subsequent changes in fair value recognized as revenue or expense. The classification of revenue or expense is based on the intent of the transaction. For example, gas transactions may be used to hedge the sale of power. This will result in the change in fair value recorded through revenue. As ofTo the Constellation merger date, Exelon and Generation have currently elected

Combined Notes to de-designate all of their commodity cash flow hedge positions. As ComEdConsolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

extent a Utility Registrant receives full cost recovery for energy procurement and related costs from retail customers, ComEdit records the fair value of its energy swap contracts with unaffiliated suppliers as well as an offsetting regulatory asset or liability on its Consolidated Balance Sheets. Refer to Note 3—Regulatory Matters and Note 12—13—Derivative Financial Instruments for further information.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Proprietary Trading Activities. Exelon and Generation account for Generation’s trading activities under the provisions of the authoritative guidance for accounting for contracts involved in energy trading and risk management activities, which require energy revenues and costs related to energy trading contracts to be presented on a net basis in the income statement.Consolidated Statements of Operations and Comprehensive Income. Commodity derivatives used for trading purposes are accounted for using themark-to-market method with unrealized gains and losses recognized in operating revenues. Refer to Note 12—13—Derivative Financial Instruments for further information.

Income Taxes (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Deferred Federal and state income taxes are provided on all significant temporary differences between the book basis and the tax basis of assets and liabilities and for tax benefits carried forward. Investment tax credits have been deferred on the Registrants’ Consolidated Balance Sheets and are recognized in book income over the life of the related property. In accordance with applicable authoritative guidance, the Registrants account for uncertain income tax positions using a benefit recognition model with atwo-step approach; amore-likely-than-not recognition criterion; and a measurement approach that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. If it is notmore-likely-than-not that the benefit of the tax position will be sustained on its technical merits, no benefit is recorded. Uncertain tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The Registrants recognize accrued interest related to unrecognized tax benefits in Interest expense or Other income and deductions (interest income) and recognize penalties related to unrecognized tax benefits in Other, net on their Consolidated Statements of Operations and Comprehensive Income.

In the first quarter of 2016, PHI, Pepco, DPL and ACE changed their accounting for classification of interest on uncertain tax positions. PHI, Pepco, DPL and ACE have reclassified interest on uncertain tax positions as Interest expense from Income tax expense in the Consolidated Statements of Operations and Comprehensive Income. GAAP does not address the preferability of one acceptable method of accounting over the other for the classification of interest on uncertain tax positions. However, PHI, Pepco, DPL and ACE believe this change is preferable for comparability of their financial statements with the financial statements of the other Registrants in the combined filing, for consistency with FERC classification and for a more appropriate representation of the effective tax rate as they manage the settlement of uncertain tax positions and interest expense separately. PHI, Pepco, DPL and ACE applied the change retrospectively. The reclassification in the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2015 is $34 million and $4 million for PHI and Pepco, respectively, and for the year ended December 31, 2014 is $1 million for both Pepco and ACE. The impact on all other PHI Registrants for years ended December 31, 2015 and December 31, 2014 is less than $1 million.

Pursuant to the IRC and relevant state taxing authorities, Exelon and its subsidiaries file consolidated or combined income tax returns for Federal and certain state jurisdictions where allowed or required. See Note 14—15—Income Taxes for further information.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Taxes Directly Imposed on Revenue-Producing Transactions (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Exelon, Generation, ComEd, PECO and BGEThe Registrants collect certain taxes from customers such as sales and gross receipts taxes, along with other taxes, surcharges and fees that are levied by state or local governments on the sale or distribution of gas and electricity. Some of these taxes are imposed on the customer, but paid by the Registrants, while others are imposed on the Registrants. Where these taxes are imposed on the customer, such as sales taxes, they are reported on a net basis with no impact to the Consolidated Statements of Operations and Comprehensive Income. However, where these taxes are imposed on the Registrants, such as gross receipts taxes or other surcharges or fees, they are reported on a gross basis. Accordingly, revenues are recognized for the taxes collected from customers along with an offsetting expense. See Note 23—25—Supplemental Financial Information for Generation’s, ComEd’s, PECO’s, BGE’s, Pepco’s, DPL’s and BGE’sACE’s utility taxes that are presented on a gross basis.

Cash and Cash Equivalents (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

The Registrants consider investments purchased with an original maturity of three months or less to be cash equivalents.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Restricted Cash and Cash Equivalents (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Restricted cash and cash equivalents represent funds that are restricted to satisfy designated current liabilities. As of December 31, 20142016 and 2013,2015, Exelon Corporate’s restricted cash and cash equivalents primarily represented restricted funds for payment of medical, dental, vision and long-term disability benefits. Additionally, as of December 31, 2014 and 2013, Generation’s restricted cash and cash equivalents primarily included cash at Antelope Valley required for debt service and construction and cash at Continental Wind and ExGen Texas Power, which is requiredvarious project-specificnon-recourse financing structures for debt service and financing of operation and maintenanceoperations of the underlying entities. As of December 31, 2014entities, see Note 14—Debt and 2013,Credit Agreements for additional information on Generation’s project- specific financing structures. ComEd’s restricted cash primarily represented cash collateral held from suppliers associated with ComEd’s energy and REC procurement contracts. As of December 31, 2014, PECO’s restricted cash primarily represented funds from the sales of assets that were subject to PECO’s mortgage indenture. As of December 31, 2014 and 2013, BGE’s restricted cash primarily represented funds restricted at its consolidated variable interest entity for repayment of rate stabilization bonds and cash collateral held from suppliers.

PHI Corporate’s restricted cash and cash equivalents primarily represented funds restricted for the payment of merger commitments and cash collateral held from its utility suppliers. Pepco’s restricted cash and cash equivalents primarily represented funds restricted for the payment of merger commitments and collateral held from its utility suppliers. DPL’s restricted cash and cash equivalents primarily represented cash collateral held from suppliers associated with procurement contracts. ACE’s restricted cash and cash equivalents primarily represented funds restricted at its consolidated variable interest entity for repayment of transition bonds and cash collateral held from suppliers.

Restricted cash and cash equivalents not available to satisfy current liabilities are classified as noncurrent assets. As of December 31, 20142016 and 2013,2015, Exelon’s and Generation’s NDT funds, which are designated to satisfy future decommissioning obligations, were classified as noncurrent assets. As of December 31, 2014,2016, Exelon, Generation, ComEd, PECO, BGE, PHI and BGEPepco had investments in Rabbi trusts classified as noncurrent assets.

Allowance for Uncollectible Accounts (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

The allowance for uncollectible accounts reflects the Registrants’ best estimates of losses on the accounts receivable balances. For Generation, the allowance is based on accounts receivable aging

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

historical experience and other currently available information. ComEd, PECO and PECOBGE estimate the allowance for uncollectible accounts on customer receivables by applying loss rates developed specifically for each company to the outstanding receivable balance by customer risk segment. At December 31, 2013, BGE2015, Pepco, DPL and ACE estimated the allowance for uncollectible accounts based on specific identification of material amounts at risk by customer receivables by assigningand maintained a reserve factor for each aging bucket. These percentages were derived from a study of billing progression which determined the reserve factors by aging bucket.based on their historical collection experience. At December 31, 2014, BGE changed to a methodology for estimating2016, Pepco, DPL and ACE aligned the estimation of their allowance for uncollectible accounts which wasto be consistent with ComEd, PECO and PECO,BGE, as described above. For additional information regarding the change in estimate, refer to Note 6—Accounts Receivable. Risk segments represent a group of customers with similar credit quality indicators that are computedcomprised based on various attributes, including delinquency of their balances and payment history. Loss rates applied to the accounts receivable balances are based on historical average charge-offs as a percentage of accounts receivable in each risk segment. ComEd, PECO and BGEUtility Registrants customers’ accounts are generally considered delinquent if the amount billed is not received by the time the next bill is issued, which normally occurs on a monthly basis. ComEd, PECO and BGEUtility Registrants’ customer accounts are written off consistent with approved regulatory requirements. ComEd’s, PECO’s and BGE’s provisionsUtility Registrants’ allowances for uncollectible accounts will continue to be affected by changes in volume, prices and economic conditions as well as changes in ICC, PAPUC, MDPSC, DCPSC, DPSC and MDPSC regulations, respectively.NJBPU regulations. See Note 3—Regulatory Matters for additional information regarding the regulatory recovery of uncollectible accounts receivable at ComEd.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Variable Interest Entities (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Exelon accounts for its investments in and arrangements with VIEs based on the authoritative guidance which includes the following specific requirements:

 

requires an entity to qualitatively assess whether it should consolidate a VIE based on whether the entity has a controlling financial interest, meaning (1) has the power to direct matters that most significantly impact the activities of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE,

 

requires an ongoing reconsideration of this assessment instead of only upon certain triggering events, and

 

requires the entity that consolidates a VIE (the primary beneficiary) to disclose (1) the assets of the consolidated VIE, if they can be used to only settle specific obligations of the consolidated VIE, and (2) the liabilities of a consolidated VIE for which creditors do not have recourse to the general credit of the primary beneficiary.

Based on the above accounting guidance, Exelon has adopted the following policies related to variable interest entities:

Exelon has disclosed, to the extent material, the assets of its consolidated VIEs that can only be used to settle specific obligations of the consolidated VIE, and the liabilities of Exelon’s consolidated VIEs for which creditors do not have recourse to Exelon’s general credit.

Exelon has qualitatively assessed whether the equity holders of the entity have the power to direct matters that most significantly impact the entity.

See Note 2—Variable Interest Entities for additional information.

Inventories (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Inventory is recorded at the lower of weighted average cost or market.net realizable value. Provisions are recorded for excess and obsolete inventory.

Fossil Fuel. Fossil fuel inventory includes the weighted average costs of stored natural gas held in storage, propane coal and oil. The costs of natural gas, propane coal and oil are generally included in inventory when purchased and charged to purchased power and fuel expense at weighted average cost when used or sold.

Materials and Supplies. Materials and supplies inventory generally includes the weighted average costs of transmission, distribution and generating plant materials. Materials are generally charged to inventory when purchased and expensed or capitalized to property, plant and equipment, as appropriate, at weighted average cost when installed or used.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Emission Allowances. Emission allowances are included in inventory (for emission allowances exercisable in the current year) and other deferred debits (for emission allowances that are exercisable beyond one year) and are carriedcharged to purchased power and fuel expense at the lower of weighted average cost or market and charged to fuel expense as they are used in operations.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Marketable Securities (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

All marketable securities are reported at fair value. Marketable securities held in the NDT funds certain Generation Rabbi trust investments and BGE’s Rabbi trust investments are classified as trading securities, and all other securities are classified asavailable-for-sale securities. Realized and unrealized gains and losses, net of tax, on Generation’s NDT funds associated with the Regulatory Agreement Units are included in regulatory liabilities at Exelon, ComEd and PECO and in noncurrentNoncurrent payables to affiliates at Generation and in noncurrentNoncurrent receivables from affiliates at ComEd and PECO. Realized and unrealized gains and losses, net of tax, on Generation’s NDT funds associated with theNon-Regulatory Agreement Units are included in earnings at Exelon and Generation. Realized and unrealized gains and losses, net of tax, on certain Generation Rabbi trust investments and BGE’s Rabbi trust investments are included in earnings at Exelon, Generation and BGE. Unrealized gains and losses, net of tax, for Generation’s, ComEd’s and PECO’s Exelon’savailable-for-sale securities are reported in OCI. Any decline in the fair value of ComEd’s and PECO’s Exelon’savailable-for-sale securities below the cost basis is reviewed to determine if such decline is other-than-temporary. If the decline is determined to be other-than-temporary, the cost basis of theavailable-for-sale securities is written down to fair value as a new cost basis and the amount of the write-down is included in earnings. See Note 15—3—Regulatory Matters for additional information regarding ComEd’s and PECO’s regulatory assets and liabilities and Note 12—Fair Value of Financial Assets and Liabilities and Note 16—Asset Retirement Obligations for information regarding marketable securities held by NDT funds and Note 23—Supplemental Financial Information for additional information regarding ComEd’s and PECO’s regulatory assets and liabilities.funds.

Property, Plant and Equipment (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Property, plant and equipment is recorded at original cost. Original cost includes construction-related direct labor and material costs. ComEd, PECO and BGEThe Utility Registrants also include indirect construction costs including labor and related costs of departments associated with supporting construction activities. When appropriate, original cost also includes capitalized interest for Generation and Exelon Corporate and AFUDC for regulated property at ComEd, PECO, BGE, Pepco, DPL and BGE.ACE. The cost of repairs and maintenance, including planned major maintenance activities and minor replacements of property, is charged to maintenance expense as incurred.

Third parties reimburse ComEd, PECO and BGEthe Utility Registrants for all or a portion of expenditures for certain capital projects. Such contributions in aid of construction costs (CIAC) are recorded as a reduction to Property, Plantplant and Equipment.equipment. DOE SGIG funds reimbursed to PECO, BGE, Pepco and BGE areACE have been accounted for as CIAC.

For Generation, upon retirement, the cost of property is generally charged to accumulated depreciation in accordance with the composite method of depreciation. Upon replacement of an asset, the costs to remove the asset, net of salvage, are capitalized to gross plant when incurred as part of the cost of the newly-installed asset and recorded to depreciation expense over the life of the new asset. Removal costs, net of salvage, incurred for property that will not be replaced is charged to operatingOperating and maintenance expense as incurred.

For ComEd, PECO and BGE,the Utility Registrants, upon retirement, the cost of property, net of salvage, is charged to accumulated depreciation in accordance with the composite method of depreciation. ComEd’s and BGE’sThe Utility Registrants’ depreciation expense includes the estimated cost of dismantling and removing plant from service upon retirement, which is consistent with each utility’s regulatory recovery method. ComEd’s and BGE’sThe Utility

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Registrants’ actual incurred removal costs are applied against a related regulatory liability. PECO’s removal costs are capitalized to accumulated depreciation when incurred, and recorded to depreciation expense over the life of the new asset constructed consistent with PECO’s regulatory recovery method.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Generation’s oil and gas exploration and production activities consist of working interests in gas producing fields. Generation accounts for these activities under the successful efforts method of accounting. Acquisition, development and exploration costs are capitalized. Costs of drilling exploratory wells are initially capitalized and later charged to expense if reserves are not discovered or deemed not to be commercially viable. Other exploratory costs are charged to expense when incurred.

See Note 7—Property, Plant and Equipment, Note 9—10—Jointly Owned Electric Utility Plant and Note 23—25—Supplemental Financial Information for additional information regarding property, plant and equipment.

Nuclear Fuel (Exelon and Generation)

The cost of nuclear fuel is capitalized within property,Property, plant and equipment and charged to fuel expense using theunit-of-production method. Prior to May 16, 2014, the estimated disposal cost of SNF was established per the Standard Waste Contract with the DOE and was expensed through fuel expense at one mill ($0.001) per kWh of net nuclear generation. Effective May 16, 2014, the SNF disposal fee was set to zero by the DOE and Exelon and Generation are not accruing any further costs related to SNF disposal fees until a new fee structure goes into effect. On-siteCertainon-site SNF storage costs are being reimbursed by the DOE since a DOE (or government-owned) long-term storage facility has not been completed. See Note 22—24—Commitments and Contingencies for additional information regarding the SNF disposal fee.

Nuclear Outage Costs (Exelon and Generation)

Costs associated with nuclear outages, including planned major maintenance activities, are expensed to operating and maintenance expense or capitalized to property, plant and equipment (based on the nature of the activities) in the period incurred.

New Site Development Costs (Exelon and Generation)

New site development costs represent the costs incurred in the assessment and design of new power generating facilities. Such costs are capitalized when management considers project completion to be probable, primarily based on management’s determination that the project is economically and operationally feasible, management and/or the Exelon board of directors has approved the project and has committed to a plan to develop it, and Exelon and Generation have received the required regulatory approvals or management believes the receipt of required regulatory approvals is probable. As of December 31, 2016 and 2015, Generation has capitalized $1.7 billion and $1.3 billion, respectively, to Property, plant and equipment, net on its Consolidated Balance Sheets. Capitalized development costs are charged to Operating and maintenance expense when project completion is no longer probable. At December 31, 2014 and 2013, there were not material capitalizedNew site development costs for projects not yet under construction included in Property, plant and equipment, net on Exelon’s and Generation’s Consolidated Balance Sheets.incurred prior to a project’s completion being deemed probable are expensed as incurred. Approximately $13$30 million, $10$22 million and $4$13 million of costs were expensed by Exelon and Generation for the years ended December 31, 2014, 2013,2016, 2015, and 2012,2014, respectively. These costs are primarily related to the possible development of new renewable energy projects.

power generating facilities with the exception of approximately $13 million of costs expensed in 2016 which relate to projects for which completion is no longer probable.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Capitalized Software Costs (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Costs incurred during the application development stage of software projects that are internally developed or purchased for operational use are capitalized.capitalized within property, plant, and equipment. Such

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

capitalized amounts are amortized ratably over the expected lives of the projects when they become operational, generally not to exceed five years. Certain other capitalized software costs are being amortized over longer lives based on the expected life or pursuant to prescribed regulatory requirements. The following table presents net unamortized capitalized software costs and amortization of capitalized software costs by year:

 

Net unamortized software costs

  Exelon (a)   Generation (a)   ComEd   PECO   BGE 

December 31, 2014

  $596    $193    $133    $84    $163  

December 31, 2013

   479     129     101     71     155  

Amortization of capitalized software costs

  Exelon (a)(b)   Generation  (a)(b)   ComEd   PECO   BGE (b) 

2014

  $186    $59    $45    $28    $43  

2013

   198     67     52     33     36  

2012

   208     81     56     30     32  

Net unamortized software costs

  Exelon   Generation   ComEd   PECO   BGE   Pepco  DPL   ACE 

December 31, 2016

  $808    $173    $213    $91    $164    $1   $1    $1  

December 31, 2015

   633     180     172     86     178     —      1     1  

Amortization of capitalized software costs

  Exelon   Generation   ComEd   PECO   BGE   Pepco  DPL   ACE 

2016

  $255    $72    $62    $33    $44    $—     $—      $—    

2015

   208     73     47     33     46     (2  —       —    

2014

   186     59     45     28     43     2    —       —    

 

(a)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, the 2014 financial results include CENG’s financial position and results of operations beginning April 1, 2014.
(b)Exelon activity for the year ended December 31, 2012 includes the results of Constellation and BGE for March 12, 2012—December 31, 2012. Generation activity for the year ended December 31, 2012 includes the results of Constellation for March 12, 2012—December 31, 2012. BGE activity represents the activity for the year ended December 31, 2012.
   Successor  Predecessor       

PHI

  December 31,
2016
  December 31,
2015
       

Net unamortized software costs

  $153   $172    
     
   Successor  Predecessor 

PHI

  March 24,
2016 to
December 31,
2016
  January 1,
2016 to
March 23,
2016
  For the Year
Ended
December 31,
2015
  For the Year
Ended
December 31,
2014
 

Amortization of capitalized software costs

  $29   $8   $36   $30  

Depreciation, Depletion and Amortization (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Except for the amortization of nuclear fuel, depreciation is generally recorded over the estimated service lives of property, plant and equipment on a straight-line basis using the composite method. ComEd’smethod in which depreciation is calculated using the average estimated service life of assets within a group. The Utility Registrants’ depreciation expense includes the estimated cost of dismantling and BGE’s depreciation includes a provision for estimated removal costs as authorized by the respective regulators.removing plant from service upon retirement, which is consistent with each utility’s regulatory recovery method. The estimated service lives for ComEd, PECO and BGEthe Utility Registrants are primarily based on the average service lives from theeach company’s most recent depreciation studies of historical asset retirement and removal cost experience. At Generation, along with depreciation study results, management considers expected future energy market conditions and generation plant operating costs and capital investment requirements in determining the estimated service lives of its generating facilities. For its nuclear generating facilities, except for Oyster Creek and Clinton, Generation estimates each respective company.unit will operate through the full term of its initial20-year operating license renewal period. See Note 9—Early Nuclear Plant Retirements for additional information on the impacts of expected and potential early plant retirements. The estimated service lives of the nuclear-fuel generating facilities are based on the remaining useful lives of the stations, which assume a 20-year license renewal extension of the operating licenses (to the extent that such renewal has not yet been granted) for all of Generation’s operating nuclear generating stations except for Oyster Creek. The estimated service lives of the hydroelectric generating facilities are based on the remaining useful lives of the stations, which assume a license renewal extension of the operating licenses. The estimated service lives of the fossil fuel and other renewable generating facilities are based on the remaining useful lives of the stations, which Generation periodically evaluates based on feasibility assessments taking into account economic and capital requirement considerations.

40 years.

See Note 7—Property, Plant and Equipment for further information regarding depreciation.

Depletion of oil and gas exploration and production activities is recorded using the units-of-production method over the remaining life of the estimated proved reserves at the field level for acquisition costs and over the remaining life of proved developed reserves at the field level for development costs. The estimates for oil and gas reserves are based on internal calculations.

Amortization of regulatory assets and liabilities are recorded over the recovery or refund period specified in the related legislation or regulatory order or agreement. When the recovery or refund period is less than one year, amortization is recorded to the line item in which the deferred cost or income would

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

have originally been recorded in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. With exception of income tax-related regulatory assets, generally, when the recovery period is more than one year, the amortization is recorded

Combined Notes to Depreciation and amortizationConsolidated Financial Statements—(Continued)

(Dollars in the Registrants’ Consolidated Statements of Operations millions, except per share data unless otherwise noted)

and Comprehensive Income. Amortization of ComEd’s distribution formula rate regulatory asset and ComEd’s, BGE’s, Pepco’s, DPL’s and BGE’sACE’s transmission formula rate regulatory assets is recorded to Operating revenues.

Amortization of income tax related regulatory assets and liabilities isare generally recorded to Income tax expense. With the exception of the regulatory assets and liabilities discussed above, when the recovery period is more than one year, the amortization is generally recorded to Depreciation and amortization in the Registrants’ Consolidated Statements of Operations and Comprehensive Income.

See Note 3—Regulatory Matters and Note 23—25—Supplemental Financial Information for additional information regarding Generation’s nuclear fuel, Generation’s ARC and the amortization of ComEd’s, PECO’s and BGE’sthe Utility Registrants’ regulatory assets.

Asset Retirement Obligations (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

The authoritative guidance for accounting for AROs requires the recognition of a liability for a legal obligation to perform an asset retirement activity even though the timing and/or method of settlement may be conditional on a future event. To estimate its decommissioning obligation related to its nuclear generating stations, Generation uses a probability-weighted, discounted cash flow model which, on aunit-by-unit basis, considers multiple outcome scenarios that include significant estimates and assumptions, and are based on decommissioning cost studies, cost escalation rates, probabilistic future cash flow models and discount rates. Generation generally updates its ARO annually, during the third quarter, unless circumstances warrant more frequent updates, based on its review of updated cost studies and its annual evaluation of cost escalation factors and probabilities assigned to various decommissioning scenarios. Decommissioning cost studies are updated, on a rotational basis, for each of Generation’s nuclear units at least every five years.years unless circumstances warrant more frequent updates (such as a change in assumed operating life for a nuclear plant). As part of the annual cost study update process, Generation evaluates newly assumed costs or substantive changes in previously assumed costs to determine if the cost estimate impacts are sufficiently material to warrant application of the updated estimates to the AROs across the nuclear fleet outside of the normal five-year rotating cost study update cycle. The liabilities associated with Exelon’snon-nuclear AROs are adjusted on an ongoing rotational basis, at least once every five years.years unless circumstances warrant more frequent updates. Changes to the recorded value of an ARO result from the passage of new laws and regulations, revisions to either the timing or amount of estimates ofestimated undiscounted cash flows, and estimates of cost escalation factors. AROs are accreted throughout each year to reflect the time value of money for these present value obligations through a charge to operatingOperating and maintenance expense in the Consolidated Statements of Operations and Comprehensive Income or, in the case of the majority of ComEd’s, PECO’s, and BGE’sUtility Registrants’ accretion, through an increase to regulatory assets. See Note 15—16—Asset Retirement Obligations for additional information.

Capitalized Interest and AFUDC (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

During construction, Exelon and Generation capitalize the costs of debt funds used to financenon-regulated construction projects. Capitalization of debt funds is recorded as a charge to construction work in progress and as anon-cash credit to interest expense.

Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL and BGEACE apply the authoritative guidance for accounting for certain types of regulation to calculate AFUDC, which is the cost, during the period of construction, of debt and equity funds used to finance construction projects for regulated operations.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

AFUDC is recorded to construction work in progress and as anon-cash credit to AFUDC that is included in interest expense for debt-related funds and other income and deductions for equity-related funds. The rates used for capitalizing AFUDC are computed under a method prescribed by regulatory authorities.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

The following table summarizes total incurred interest, capitalized interest and credits to AFUDC by year:

 

      Exelon (a)(b)   Generation  (a)(b)   ComEd   PECO   BGE (b) 

2014

  Total incurred interest (c)  $1,144    $419    $323    $115    $118  
  Capitalized interest   63     63     —       —       —    
  Credits to AFUDC debt and equity   37     —       5     8     24  

2013

  Total incurred interest (c)  $1,423    $411    $584    $117    $129  
  Capitalized interest   54     54     —       —       —    
  Credits to AFUDC debt and equity   35     —       16     6     13  

2012

  Total incurred interest (c)  $1,003    $368    $310    $125    $149  
  Capitalized interest   67     67     —       —       —    
  Credits to AFUDC debt and equity   25     —       9     6     15  
      Exelon (a)   Generation (a)   ComEd   PECO   BGE   Pepco   DPL   ACE 
2016  Total incurred interest (b)  $1,678    $472    $469    $127    $114    $137    $52    $65  
  Capitalized interest   108     107     —       —       —       —       —       —    
  

Credits to AFUDC debt and equity

   98     —       22     11     30     29     7     9  
2015  Total incurred interest (b)  $1,170    $445    $336    $116    $113    $131    $51    $65  
  Capitalized interest   79     79     —       —       —       —       —       —    
  

Credits to AFUDC debt and equity

   44     —       9     7     28     19     2     2  
2014  Total incurred interest (b)  $1,144    $419    $323    $115    $118    $121    $49    $65  
  Capitalized interest   63     63     —       —       —       —       —       —    
  

Credits to AFUDC debt and equity

   37     —       5     8     24     16     3     2  

   Successor  Predecessor 

PHI

  March 24,
2016 to
December 31,
2016
  January 1,
2016 to
March 23,
2016
   For the Year
Ended
December 31,
2015
   For the Year
Ended
December 31,
2014
 

Total incurred interest (b)

  $207   $68    $289    $277  

Credits to AFUDC debt and equity

   35    10     23     21  

 

(a)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, the 2014 financial results include CENG’s financial position and results of operations beginning April 1, 2014.
(b)Exelon activity for the year ended December 31, 2012 includes the results of Constellation and BGE for March 12, 2012—December 31, 2012. Generation activity for the year ended December 31, 2012 includes the results of Constellation for March 12, 2012—December 31, 2012. BGE activity represents the activity for the year ended December 31, 2012.
(c)Includes interest expense to affiliates.

Guarantees (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

The Registrants recognize, at the inception of a guarantee, a liability for the fair market value of the obligations they have undertaken inby issuing the guarantee, including the ongoing obligation to perform over the term of the guarantee in the event that the specified triggering events or conditions occur.

The liability that is initially recognized at the inception of the guarantee is reduced as the Registrants are released from risk under the guarantee. Depending on the nature of the guarantee, the release from risk of the Registrant may be recognized only upon the expiration or settlement of the guarantee or by a systematic and rational amortization method over the term of the guarantee. See Note 22—24—Commitments and Contingencies for additional information.

Asset Impairments (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Long-Lived Assets. The Registrants evaluate the carrying value of their long-lived assets or asset groups, excluding goodwill, when circumstances indicate the carrying value of those assets may

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

not be recoverable. Indicators of impairment may include a deteriorating business climate, including, but not limited to, currentdeclines in energy prices, and market conditions, condition of the asset, specific regulatory disallowance, or plans to dispose of a long-lived asset significantly before the end of its useful life. The Registrants determine if long-lived assets and asset groups are impaired by comparing theirthe undiscounted expected future cash flows to theirthe carrying value. When the undiscounted cash flow analysis indicates a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value less costs to sell.

Cash flows for long-lived assets and asset groups are determined at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The cash flows from the generating units are generally evaluated at a regional portfolio level along with cash flows generated from the customer supply and risk management activities, including cash flows

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

from contracts that are accounted for asrelated intangible contract assets and liabilities recorded on the balance sheet. In certain cases, generationgenerating assets may be evaluated on an individual basis where those assets are contracted on a long-term basis with a third party and operations are independent of other generation assets (typically contracted renewables). See Note 8—Impairment of Long-Lived Assets for additional information.

Goodwill. Goodwill represents the excess of the purchase price paid over the estimated fair value of the assets acquired and liabilities assumed in the acquisition of a business. Goodwill is not amortized, but is tested for impairment at least annually or on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. See Note 10—11—Intangible Assets for additional information regarding Exelon’s, Generation’s, ComEd’s and ComEd’sPHI’s goodwill.

Equity Method Investments. Exelon and Generation regularly monitor and evaluate equity method investments to determine whether they are impaired. An impairment is recorded when the investment has experienced a decline in value that is other than temporaryother-than-temporary in nature. Additionally, if the project in which Generation holds an investment recognizes an impairment loss, Exelon and Generation would record their proportionate share of that impairment loss and evaluate the investment for an other than temporaryother-than-temporary decline in value.

Direct Financing LeaseDebt and Equity Security Investments. Direct financing leaseExelon and Generation regularly monitor and evaluate debt and equity investments representto determine whether they are impaired. An impairment is recorded when the estimated residual values of leased coal-fired plants in Georgia. Exelon reviews the estimated residual values of its direct financing lease investments and records an impairment charge if the review indicates an other than temporaryinvestment has experienced a decline in the fair value of the residual values below their carrying values. See Note 8—Impairment of Long-Lived Assets for additional information.that is other-than-temporary in nature.

Derivative Financial Instruments (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

All derivatives are recognized on the balance sheet at their fair value unless they qualify for certain exceptions, including the normal purchases and normal sales exception. Additionally, derivatives that qualify and are designated for hedge accounting are classified as either hedges of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge) or hedges of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For fair value hedges, changes in fair values for both the derivative and the underlying hedged exposure are recognized in earnings each period. For cash flow hedges, the portion of the derivative gain or loss that is effective in offsetting the change in the cost or value of the underlying exposure is deferred in accumulated OCIAOCI and later reclassified into earnings when the underlying transaction occurs. Gains and losses from the ineffective portion of any hedge are recognized in earnings immediately. For derivative contracts intended to serve as economic hedges and that are not

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

designated or do not qualify for hedge accounting or the normal purchases and normal sales exception, changes in the fair value of the derivatives are recognized in earnings each period.period, except for the Utility Registrants where changes in fair value may be recorded as a regulatory asset or liability if there is an ability to recover or return the associated costs. See Note 3—Regulatory Matters and Note 13—Derivative Financial Instruments for additional information. Amounts classified in earnings are included in revenue, purchased power and fuel, interest expense or other, net on the Consolidated StatementStatements of Operations and Comprehensive Income based on the activity the transaction is economically hedging. For energy-related derivatives entered into for proprietary trading purposes, which are subject to Exelon’s Risk Management Policy, changes in the fair value of the derivatives are recognized in earnings each period. All amounts classified in earnings related to proprietary trading are included in revenue on the Consolidated StatementStatements of Operations.Operations and Comprehensive Income. Cash inflows and outflows related to derivative instruments are included as a component of operating, investing or financing cash flows in the Consolidated Statements of Cash Flows, depending on the nature of each transaction.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

For commodity derivative contracts Generation no longer utilizes the election provided for by the cash flow hedge designation andde-designated all of its existing cash flow hedges prior to the Constellation merger.March 2012 merger of Exelon and Constellation. Because the underlying forecasted transactions at that time remained probable, the fair value of the effective portion of these cash flow hedges was frozen in accumulated OCIAOCI and was reclassified to results of operations when the forecasted purchase or sale of the energy commodity occurred. The effect of this decision is thatoccurred through March 31, 2015. Accordingly, all derivatives executed to hedge economic risk related to commodities are recorded at fair value with changes in fair value recognized through earnings for the combined company.

As part of Generation’s energy marketing business, Generation enters into contracts to buy and sell energy to meet the requirements of its customers. These contracts include short-term and long-term commitments to purchase and sell energy and energy-related products in the energy markets with the intent and ability to deliver or take delivery of the underlying physical commodity. Normal purchases and normal sales are contracts where physical delivery is probable, quantities are expected to be used or sold in the normal course of business over a reasonable period of time and will not be financially settled. Revenues and expenses on derivative contracts that qualify, and are designated, as normal purchases and normal sales are recognized when the underlying physical transaction is completed. While these contracts are considered derivative financial instruments, they are not required to be recorded at fair value, but rather are recorded on an accrual basis of accounting. See Note 12—13—Derivative Financial Instruments for additional information.

Retirement Benefits (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Exelon sponsors defined benefit pension plans and other postretirement benefit plans for essentially all Generation, ComEd, PECO, BGE and BSC employees. Effective July 14, 2014, Exelon became the sponsor of all of CENG’s pension and other postretirement benefit plans.

The measurement of the plan obligations and costs of providing benefits under these plans involve various factors, including numerous assumptions and inputs and accounting elections. The assumptions are reviewed annually and at any interim remeasurement of the plan obligations. The impact of assumption changes or experience different from that assumed on pension and other postretirement benefit obligations is recognized over time rather than immediately recognized in the income statement.Consolidated Statements of Operations and Comprehensive Income. Gains or losses in excess of the greater of ten percent of the projected benefit obligation or the MRV of plan assets are amortized over the expected average remaining service period of plan participants. See Note 16—17—Retirement Benefits for additional discussion of Exelon’s accounting for retirement benefits.information.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Equity Investment Earnings (Losses) of Unconsolidated Affiliates (Exelon and Generation)

Exelon and Generation include equity in earnings from equity method investments in qualifying facilities, power projects and joint ventures, in equity in earnings (losses) of unconsolidated affiliates.affiliates within their Consolidated Statements of Operations and Comprehensive Income. Equity in earnings (losses) of unconsolidated affiliates also includes any adjustments to amortize the difference, if any, except for goodwill and land, between theirthe cost in an equity method investment and the underlying equity in net assets of the investee at the date of investment.

New Accounting Standards (All Registrants)

ExelonNew Accounting Standards Adopted: in 2016 the Registrants have adopted the following new authoritative accounting guidance issued by the FASB. Unless otherwise indicated, adoption of the guidance in each instance had no or insignificant impacts on the Registrants’ Consolidated Balance Sheets, Consolidated Statements of Operations and Generation continuously monitorComprehensive Income or Consolidated Statements of Cash Flows and disclosures.

Disclosures for issuesInvestments in Certain Entities that potentially couldCalculate Net Asset Value per Share (Issued May 2015; Adopted first quarter 2016 retrospectively to all prior periods presented):Removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient, and instead provides for such investments to be disclosed as a reconciling item between the fair value hierarchy disclosure and the investment line item on the Balance Sheet. The guidance also simplified the disclosure requirements for investments valued using the practical expedient. See Note 12—Fair Value of Financial Assets and Liabilities for the disclosure impacts.

Customers Accounting for Fees Paid in a Cloud Computing Arrangement (Issued April 2015; Adopted first quarter 2016 prospectively): Clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license ofinternal-use software. A cloud computing arrangement would include a software license if (1) the customer has a contractual right to take possession of the software at any time during the hosting period without significant penalty and (2) it is feasible for the customer to either operate the software on its own hardware or contract with another party unrelated to the vendor to host the software. If the arrangement does not contain a software license, it would be accounted for as a service contract.

Amendments to the Consolidation Analysis (Issued February 2015; Adopted January 1, 2016): Amends the consolidation analysis for variable interest entities (VIEs) and voting interest entities. The new guidance primarily (1) changes the VIE assessment of limited partnerships, (2) amends the effect that fees paid to a decision maker or service provider have on the VIE analysis, (3) amends how variable interests held by a reporting entity’s related parties and de facto agents impact future profitabilityits consolidation conclusion, (4) clarifies how to determine whether equity holders (as a group) have power over an entity, and (5) provides a scope exception for registered and similar unregistered money market funds. The Registrants did not revise any consolidation conclusions as a result of thesethe guidance, but did identify additional entities that are now considered VIEs. See Note 2—Variable Interest Entities for the associated disclosures.

Simplifying the Transition to the Equity Method of Accounting (Issued March 2016; Early adopted fourth quarter 2016): Eliminates the requirement to retroactively adopt the equity method investments and which couldof accounting as a result of an increase in the recognitionlevel ownership or degree of influence of an impairment loss if such investment experiences an other than temporary decline in value.existing investment.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

NewInstead, an investor now adds the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopts the equity method of accounting as of the date the investment qualifies for such treatment.

Effect of Derivative Contract Novations on Existing Hedge Accounting Pronouncements (Exelon, Generation, ComEd, PECORelationships (Issued March 2016; Early adopted fourth quarter 2016 prospectively): Clarifies that a change in the counterparty of a derivative contract does not, in and BGE)of itself, require dedesignation of that hedge accounting relationship as long as all of the other hedge accounting criteria are met.

Simplifying the Measurement of Inventory (Issued July 2015; Early adopted fourth quarter 2016 prospectively): Requires inventory to be measured at the lower of cost or net realizable value, with net realizable value defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This definition is consistent with existing authoritative guidance. Current guidance requires inventory to be measured at the lower of cost or market where market could be replacement cost, net realizable value or net realizable value less an approximately normal profit margin.

Exelon has identifiedContingent Put and Call Options in Debt Instruments (Issued March 2016; Adopted January 1, 2017 on a modified retrospective basis): Simplifies the following newembedded derivative analysis for debt instruments containing contingent call or put options by removing the requirement to assess whether a contingent event is related to interest rates or credit risks. The guidance clarifies that a contingent put or call option embedded in a debt instrument would be evaluated for possible separate accounting pronouncements that have been recently adopted or issued that management believes may significantly affect the Registrants.

Presentation of Unrecognized Tax Benefits When Net Operating Loss Carryforwards, Similar Tax Losses or Tax Credit Carryforwards Exist

In July 2013, the FASB issued authoritative guidance requiring entities to present unrecognized tax benefits as a reductionderivative instrument without regard to deferred tax assets for losses or other tax carryforwards that would be available to offset the uncertain tax positions atnature of the reporting date. Thisexercise contingency. The guidance was effective for the Registrants for periods beginning after December 15, 2013 and wasis required to be applied prospectively. The adoptionon a modified retrospective basis to all existing and future debt instruments.

Interests Held through Related Parties that are Under Common Control (Issued October 2016; Adopted January 1, 2017 on a retrospective basis to January 1, 2016): Requires consideration of this standard hadindirect interests held through related parties under common control proportionately when determining whether an immaterial effect onentity is the presentationprimary beneficiary of deferred tax assets at Exelona variable interest entity.

Improvements to Employee Share-Based Payment Accounting (Issued March 2016; Adopted January 1, 2017 using either the prospective, modified retrospective, or retrospective method as prescribed by the standard): Simplifies various aspects of how share-based payment awards to employees are accounted for and Generation and no effect on ComEd, PECO and BGE. There was no effect onpresented in the Registrants’ results of operations or cash flows.

Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force)

In November 2014, the FASB issued authoritative guidance that allows acquired entities to apply pushdown accounting (i.e., reflecting the acquirer’s basis of accounting for the acquired entity’s assets and liabilities) when an acquirer obtains control of them. At the same time, the SEC rescinded its guidance on pushdown accounting. The SEC’s guidance had required pushdown accounting in certain circumstances, made it optional in others and prevented it in still other circumstances.financial statements. The new guidance is effective immediately for any future transaction oreliminates additionalpaid-in capital pools and requires excess tax benefits and tax deficiencies to be recorded in the most recent event in which an acquirer obtains or obtained controlStatement of Operations and Comprehensive Income.

New Accounting Standards Issued and Not Yet Adopted: The following new authoritative accounting guidance issued by the acquired entity. The adoption of the guidance had no impact to the financial statements of the Registrants; however,FASB has not yet been adopted and reflected by the Registrants will assessin their consolidated financial statements. Unless otherwise indicated, the Registrants are currently assessing the impacts such guidance may have (which could be material) on their Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income, Consolidated Statements of Cash Flows and disclosures, as well as the potential to early adopt where applicable. The Registrants have assessed other FASB issuances of new standards which are not listed below given the current expectation such standards will not significantly impact of the guidance on future acquisitions.Registrants’ financial reporting.

The following recently issued accounting standard is not yet required to be reflected in the combined financial statements of the Registrants.

Revenue from Contracts with Customers

In (Issued May 2014 the FASB issued authoritative guidance that changesand subsequently amended to address implementation questions): Changes the criteria for recognizing revenue from a contract with a

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

customer. The new revenue recognition guidance, including subsequent amendments, is effective for annual reporting periods beginning on or after December 15, 2017, with the option to early adopt the standard for annual periods beginning on or after December 15, 2016. The Registrants do not plan to early adopt the standard.

The new standard replaces existing guidance on revenue recognition, including most industry specific guidance, with a five step model for recognizing and measuring revenue from contracts with customers. The objective of the new standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance also requires a number of disclosures regarding the nature, amount, timing, and uncertainty of revenue and the related cash flows. The guidance is effective forIn addition, the Registrants forwill be required to capitalize costs to acquire new contracts, and amortize such costs in a manner consistent with the first interim period within annual reporting periods beginning ontransfer to the customer of the associated goods or after December 15, 2016. Early adoption is not permitted.services. Exelon currently expenses those costs as incurred. The guidance can be applied retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption (modified retrospective method).

The Registrants are currently assessingcontinue to assess the impacts this guidance may have on their financial positions, resultsConsolidated Balance Sheets, Consolidated Statements of operations, cash flowsOperations and disclosuresComprehensive Income, Consolidated Statements of Cash Flows and disclosures. In performing this assessment, the Registrants have utilized a project implementation team comprised of both internal and external resources to conduct the following key activities:

Actively participate in the AICPA Power and Utilities Industry Task Force (Industry Task Force) process to identify implementation issues and support the development of related implementation guidance;

Evaluate existing contracts and revenue streams for potential changes in the amounts and timing of recognizing revenues under the new guidance;

Evaluate and select the transition method; and

Develop and implement the approach and process for complying with the new revenue recognition disclosure requirements.

While there continues to be some ongoing activities in all of these areas, the Registrants have substantially completed the evaluation of their collective contracts and revenue streams, as well as the evaluation of the transition method. Based on the work completed thus far, the Registrants have reached the following preliminary conclusions:

The Registrants expect to apply the new guidance using the full retrospective method, however this conclusion could change based on the outcome of open implementation issues discussed below;

The Registrants currently anticipate that theythe implementation of the new guidance will usenot have a material impact on the amount and timing of revenue recognition; and

The Registrants expect the new guidance will result in more detailed disclosures of revenue compared to adopt thecurrent guidance.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Notwithstanding the preliminary conclusions noted above, certain implementation issues continue to be debated and worked through the Industry Task Force process that could result in amendments to the standard or implementation guidance that could have a material impact on the Registrants’ Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income, Consolidated Statements of Cash Flows and disclosures. The open implementation issues that could be most impactful to the Registrants include: (1) the ability of the Utility Registrants to recognize revenue for certain contracts where collectability is in question, (2) the accounting by the Utility Registrants for contributions in aid of construction (CIAC) and whether CIAC arrangements are within the scope of the revenue guidance and (3) primarily at Generation, bundled sales contracts and contracts with pricing provisions that may require recognition of revenue at prices other than the contract price (e.g., straight line or estimated future market prices). As part of the overall implementation project, the Registrants are developing alternative adoption plans that would be implemented in the event the ultimate resolution of the open implementation issues result in significant changes from current revenue recognition practices.

Leases (Issued February 2016): Increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance requires lessees to recognize both theright-of-use assets and lease liabilities in the balance sheet for most leases, whereas today only financing type lease liabilities (capital leases) are recognized in the balance sheet. This is expected to require significant changes to systems, processes and procedures in order to recognize and measure leases recorded on the balance sheet that are currently classified as operating leases. In addition, the definition of a lease has been revised in regards to when an arrangement conveys the right to control the use of the identified asset under the arrangement which may result in changes to the classification of an arrangement as a lease. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from current GAAP. The accounting applied by a lessor is largely unchanged from that applied under current GAAP. The standard is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted, however the Registrants do not expect to early adopt the standard. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Refer to Note 24—Commitments and Contingencies for additional information regarding operating leases.

Impairment of Financial Instruments (Issued June 2016):Provides for a new Current Expected Credit Loss (CECL) impairment model for specified financial instruments including loans, trade receivables, debt securities classified asheld-to-maturity investments and net investments in leases recognized by a lessor. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. The standard does not make changes to the existing impairment models fornon-financial assets such as fixed assets, intangibles and goodwill. The standard will be effective January 1, 2020 and, for most debt instruments, requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption.

Goodwill Impairment (issued January 2017): Simplifies the accounting for goodwill impairment by removing Step 2 of the current test, which requires calculation of a hypothetical purchase price allocation. Under the revised guidance, goodwill impairment will be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill (currently Step 1 of the two step impairment test). Entities will continue to have the option to perform a

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

qualitative assessment to determine if a quantitative impairment test is necessary. Exelon, ComEd, Generation, and DPL have goodwill as of December 31, 2016. This updated guidance is not currently expected to impact the Registrants’ financial reporting. The standard is effective January 1, 2020, with early adoption permitted, and must be adopted on a prospective basis.

Clarifying the Definition of a Business (issued January 2017):Clarifies the definition of a business with the objective of addressing whether acquisitions should be accounted for as acquisitions of assets or as acquisitions of businesses. If substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of transferred assets and activities is not a business. If the fair value of the assets acquired is not concentrated in a single identifiable asset or a group of similar identifiable assets, then an entity must evaluate whether an input and a substantive process exist, which together significantly contribute to the ability to produce outputs. The standard also revises the definition of outputs to focus on goods and services to customers. The standard could result in more acquisitions being accounted for as asset acquisitions. The standard will be effective January 1, 2018 and will be applied prospectively.

Intra-Entity Transfers of Assets Other Than Inventory (Issued October 2016):Requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs (compared to current GAAP which prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party). The standard is effective for fiscal years beginning after December 15, 2017 with early adoption permitted. The guidance is required to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption.

Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (Issued August 2016) and Restricted Cash (Issued November 2016):In 2016, the FASB issued two standards impacting the Statement of Cash Flows. The first adds or clarifies guidance on the classification of certain cash receipts and payments on the statement of cash flows as follows: debt prepayment or extinguishment costs, settlement ofzero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies and bank-owned life insurance policies, distributions received from equity method investees, beneficial interest in securitization transactions, and the application of the predominance principle to separately identifiable cash flows. The second states that amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling thebeginning-of-period andend-of-period total amounts shown on the statement of cash flows (instead of being presented as cash flow activities). Exelon will adopt both standards on January 1, 2018 on a retrospective basis. Adoption of the second standard will result in a change in presentation of restricted cash on the face of the Statement of Cash Flows; otherwise the Registrants expect that adoption of the guidance will have insignificant impacts on the Registrants’ Consolidated Statements of Cash Flows and disclosures.

Recognition and Measurement of Financial Assets and Financial Liabilities (Issued January 2016): (i) requires all investments in equity securities, including other ownership interests such as partnerships, unincorporated joint ventures and limited liability companies, to be carried at fair value through net income, (ii) requires an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial liabilities for which the fair value option has been elected, (iii) amends several disclosure requirements, including the methods and significant assumptions used to estimate fair value or a description of the changes in the methods and assumptions used to estimate fair value, and (iv) requires disclosure of the fair value of financial assets and liabilities measured at

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

amortized cost at the amount that would be received to sell the asset or paid to transfer the liability. The standard is effective for fiscal years beginning after December 15, 2017 with early adoption permitted. The guidance is required to be applied retrospectively with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of adoption (modified retrospective method).

2. Variable Interest Entities (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Under the applicable authoritative guidance, aA VIE is a legal entity that possesses any of the following characteristics: an insufficient amount of equity at risk to finance its activities, equity owners who do not have the power to direct the significant activities of the entity (or have voting rights that are disproportionate to their ownership interest), or equity owners who do not have the obligation to absorb expected losses or the right to receive the expected residual returns of the entity. Companies are required to consolidate a VIE if they are its primary beneficiary, which is the enterprise that has the power to direct the activities that most significantly affect the entity’s economic performance.

At December 31, 2014 and 2013,2016, Exelon, Generation, BGE, PHI, and BGEACE collectively consolidated six and fournine VIEs or VIE groups, respectively, for which the applicable Registrant was the primary beneficiary. At December 31, 2015, Exelon, Generation and BGE collectively had seven consolidated VIEs or VIE groups and PHI and ACE had one consolidated VIE (see Consolidated Variable Interest Entities below). As of December 31, 20142016 and 2013, the RegistrantsDecember 31, 2015, Exelon and Generation collectively had significant interests in six and eight other VIEs respectively, for which the Registrants doapplicable Registrant does not have the power to direct the entities’ activities and, accordingly, werewas not the primary beneficiary.beneficiary (see Unconsolidated Variable Interest Entities below).

Consolidated Variable Interest Entities

The carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the Registrants’ consolidated financial statements at December 31, 20142016 and 2013December 31, 2015 are as follows:

 

 December 31, 2016 December 31, 2015 
  December 31, 2014   December 31, 2013        Successor         Predecessor   
  Exelon (a)(b)   Generation (b)   BGE   Exelon (a)   Generation   BGE  Exelon (a)(b) Generation BGE PHI(b) ACE Exelon (a) Generation BGE PHI ACE 

Current assets

  $1,271    $1,242    $21    $484    $446    $28   $954   $916   $23   $14   9   $909   $881   $23   $12   $12  

Noncurrent assets

   7,580     7,566     3     1,905     1,884     3   8,563   8,525   3   35   23   8,009   8,004   3   18   18  
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total assets

  $8,851    $8,808    $24    $2,389    $2,330    $31   $9,517   $9,441   $26   $49   $32   $8,918   $8,885   $26   $30   $30  
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Current liabilities

  $611    $526    $77    $566    $481    $74   $885   $802   $42   $42   37   $473   $387   $81   $48   $48  

Noncurrent liabilities

   2,730     2,600     120     774     562     195   2,713   2,612    —     101   89   2,927   2,884   41   124   124  
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total liabilities

  $3,341    $3,126    $197    $1,340    $1,043    $269   $3,598   $3,414   $42   $143   $126   $3,400   $3,271   $122   $172   $172  
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)Includes certain purchase accounting adjustments not pushed down to the BGE standalone entity.
(b)Includes total assets of $6.1 billion and total liabilities of $2.1 billion duecertain purchase accounting adjustments not pushed down to the consolidation of CENG. See Note 5— Investment in Constellation Energy Nuclear Group, LLC for additional information.ACE standalone entity.

Except as specifically noted below, the assets in the table above are restricted for settlement of the VIE obligations and the liabilities in the table can only be settled using VIE resources.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Exelon, GenerationExelon’s, Generation’s, BGE’s, PHI’s and BGE’sACE’s consolidated VIEs consist of:

RSB BondCo LLC. In 2007, BGE formed RSB BondCo LLC (BondCo), a special purpose bankruptcy remote limited liability company, to acquire and hold rate stabilization property and to issue and service bonds secured by the rate stabilization property. In June 2007, BondCo purchased rate stabilization property from BGE, including the right to assess, collect, and receivenon-bypassable rate stabilization charges payable by all residential electric customers of BGE. These charges are being assessed in order to recover previously incurred power purchase costs that BGE deferred pursuant to Senate Bill 1. BGE has determined that BondCo is a VIE for which it is the primary beneficiary. As a result, BGE consolidates BondCo.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

BondCo’s assets are restricted and can only be used to settle the obligations of BondCo. Further, BGE is required to remit all payments it receives from customers for rate stabilization charges to BondCo. During 2014, 2013,2016, 2015 and 2012,2014, BGE remitted $85$86 million, $83$86 million and $85 million, respectively, to BondCo.

BGE did not provide any additional financial support to BondCo during 2014.2016. Further, BGE does not have any contractual commitments or obligations to provide additional financial support to BondCo unless additional rate stabilization bonds are issued. The BondCo creditors do not have any recourse to the general credit of BGE in the event the rate stabilization charges are not sufficient to cover the bond principal and interest payments of BondCo.

ACE Transition Funding. A special purpose entity formed by ACE for the purpose of securitizing authorized portions of ACE’s recoverable stranded costs through the issuance and sale of transition bonds. Proceeds from the sale of each series of transition bonds by ATF were transferred to ACE in exchange for the transfer by ACE to ATF of the right to collect anon-bypassable Transition Bond Charge from ACE customers pursuant to bondable stranded costs rate orders issued by the NJBPU in an amount sufficient to fund the principal and interest payments on transition bonds and related taxes, expenses and fees. During the three years ended December 31, 2016, 2015 and 2014, ACE transferred $60 million, $61 million and $55 million to ATF, respectively.

Retail Gas Group.During 2009, Constellation formed two new entities, which now are part of Generation, and combined them with its existing retail gas activities into a retail gas entity group for the purpose of entering into a collateralized gas supply agreement with a third-party gas supplier. While Generation owns 100% of these entities, it has been determined that the retail gas entity group is a VIE because there is not sufficient equity to fund the group’s activities without the additional credit support that is provided in the form of a parental guarantee. Generation is the primary beneficiary of the retail gas entity group; accordingly, Generation consolidates the retail gas entity group as a VIE.

The third-party gas supply arrangement is collateralized as follows:

 

Thethe assets of the retail gas entity group must be used to settle obligations under the third-party gas supply agreement before it can make any distributions to Generation,

 

Thethe third-party gas supplier has a collateral interest in all of the assets and equity of the retail gas entity group, and

 

Generation provides a $75 million parental guarantee to the third-party gas supplier and provides limited recourse to other third-party suppliers and customers in support of the retail gas entity group.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Other than credit support provided by the parental guarantee, Exelon or Generation do not have any contractual or other obligations to provide additional financial support under the collateralized third-party gas supply agreement. The third-party gas supply creditors do not have any recourse to Exelon’s or Generation’s general credit other than the parental guarantee.

Solar Project Entity Group. In 2011, Constellation formed a group of solar project limited liability companies to build, own, and operate solar power facilities, which are now part of Generation. Additionally, on September 30, 2011, Generation acquired all of the equity interests in Antelope Valley Solar Ranch One (Antelope Valley) from First Solar, Inc., a242-MW solar PV project under construction in northern Los Angeles County, California. In addition, Generation owns a number of limited liability companies that build, own, and operate solar power facilities. While Generation owns 100% of these entities, it has been determined that certain of the individual solar project entities are VIEs because the entities require additional subordinated financial support in the form of a parental guarantee of debt, loans from the customers in order to obtain the necessary funds for construction of the solar facilities, or the customers absorb price variability from the entities through the fixed price power and/or REC purchase agreements. Generation is the primary beneficiary of the solar project entities that qualify as VIEs because Generation controls the design, construction, and operation of the solar power facilities. Generation provides operating and capital funding to the solar entities for ongoing construction, operations and maintenance of the solar power facilities and providesthere is limited recourse related to the Antelope Valley project.Generation related to certain solar entities. In addition, these solar VIE entities have an aggregate amount of outstanding debt with third parties of $642$568 million, as of December 31, 2014,2016, for which the creditors have no

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

recourse to Generation, however there is limited recourse to Generation with respect to remaining equity contributions necessary to complete the Antelope Valley project.Generation. For additional information on these project-specific financing arrangements refer to Note 13—14—Debt and Credit Agreements.

Retail Power and Gas Companies. In March 2014, Generation began consolidating retail power and gas VIEs for which Generation is the primary beneficiary as a result of energy supply contracts that give Generation the power to direct the activities that most significantly affect the economic performance of the entities. Generation does not have an equity ownership interest in these entities, but provides approximately $5$21 million in credit support for the retail power companies.and gas companies for which Generation is the sole supplier of energy. These entities are included in Generation’s consolidated financial statements, and the consolidation of the VIEs doesdo not have a material impact on Generation’s financial results or financial condition.

Wind Project Entity Group.Group. Generation owns and operates a number of wind project limited liability entities, the majority of which were acquired on December 9,during 2010 with the acquisition of all of the equity interests of John Deere Renewables, LLC (now known as Exelon Wind). Generation has evaluated the significant agreements and ownership structures and the risks of each of its wind projects and underlying entities, and determined that certain of the entities are VIEs because either the projects have noncontrolling equity interest holders that absorb variability from the wind projects, or the customers absorb price variability from the entities through the fixed price power and/or REC purchase agreements. Generation is the primary beneficiary of the wind project entities that qualify as VIEs because Generation controls the design, construction, and operation of the wind generation facilities.

In December 2016, Generation sold approximately 71% of its equity interest in one of its wind projects that was previously consolidated under the voting interest model to a tax equity investor. The wind project was evaluated and it was determined to be a VIE because the company has a similar structure to a limited partnership and the limited partners do not havekick-out rights with respect to the general partner. While Generation is the minority interest holder, Generation is the primary beneficiary, because Generation manages theday-to-day activities of the entity. Therefore, the entity continues to be consolidated by Generation.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

While Generation owns 100% of the majority of the wind project entities, ninesix of the projects have noncontrolling equity interests of 1% held by third parties.parties and one of the projects has noncontrolling equity interests of approximately 71%. Regarding the projects with noncontrolling equity interests of 1% held by third parties, Generation’s current economic interests in eightfive of these projects is significantly greater than its stated contractual governance rights and all of these projects have reversionary interest provisions that provide the noncontrolling interest holder with a purchase option, certain of which are considered bargain purchase prices, which, if exercised, transfers ownership of the projects to the noncontrolling interest holder upon either the passage of time or the achievement of targeted financial returns. The ownership agreements with the noncontrolling interests state that Generation is to provide financial support to the projects in proportion to its current 99% economic interests in the projects. Generation provides operating and capital funding to the wind project entities for ongoing construction, operations and maintenance of the wind power and there is limited recourse to Generation related to certain wind project entities. However, no additional support to these projects beyond what was contractually required has been provided during 2014.2016. As of December 31, 2014,2016, the carrying amount of the assets and liabilities that are consolidated as a result of Generation being the primary beneficiary of the wind VIE entities primarily relates to the wind generating assets, PPA intangible assets and working capital amounts.

Other Generating Facilities. During the second quarter of 2015, Generation formed a limited liability company to build, own, and operate a backup generator. While Generation owns 100% of the backup generator company, it was determined that the entity is a VIE because the customer absorbs price variability from the entity through the fixed price backup generator agreement. Generation provides operating and capital funding to the backup generator company. Generation also owns 90% of a biomass fueled, combined heat and power company. In the second quarter of 2015, the entity was deemed to be a VIE because the entity requires additional subordinated financial support in the form of a parental guarantee provided by Generation for up to $275 million in support of the payment obligations related to the Engineering, Procurement and Construction contract for the facility in support of one of its other generating facilities (see Note 14—Debt and Credit Agreements for additional details on Albany Green Energy, LLC). In addition to the parental guarantee, Generation provides operating and capital funding to the biomass fueled, combined heat and power company. Generation is the primary beneficiary of both entities since Generation has the power to direct the activities that most significantly affect the economic performance of the entities.

CENG.Through March 31, 2014, CENG was operated as a joint venture with EDF Inc. (EDFI) (a subsidiary of EDF) and was governed by a board of ten directors, five of which were appointed by Generation and five by EDF. CENG was designed to operate under joint and equal control of Generation and EDFIEDF through the Board of Directors, subject to the Chairman of the Board’s final decision making authority on certain special matters; therefore, CENG was not subject to VIE guidance. Accordingly, Generation’s 50.01% interest in CENG was accounted for as an equity method investment. On April 1, 2014, Generation, CENG, and subsidiaries of CENG executed the Nuclear Operating Services Agreement (NOSA) pursuant to which Generation now conducts all activities associated with the operations of the CENG fleet and provides corporate and administrative services to CENG and the CENG fleet for the remaining life of the CENG nuclear plants as if they were a part of the Generation nuclear fleet, subject to the CENG member rights of EDFI.EDF. As a result of executing the NOSA, CENG now qualifies as a VIE due to the disproportionate relationship between Generation’s 50.01% equity ownership interest and its role in conducting the operational activities of CENG and the CENG fleet conveyed through the NOSA. Further, since Generation is conducting the operational activities of CENG and the CENG fleet, Generation qualifies as the primary beneficiary of CENG and,

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

therefore, is required to consolidate the financial position and results of operations of CENG. On April 1, 2014, Exelon and Generation

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

derecognized Generation’s equity method investment in CENG and reflected all assets, liabilities, and the EDFIEDF noncontrolling interestinterests in CENG at fair value on the consolidated balance sheets of Exelon and Generation, resulting in the recognition of a $261 million gain in their respective Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2014. For additional information on this transaction refer to Note 5—Investment in Constellation Energy Nuclear Group, LLC.

Generation and Exelon, where indicated, provide the following support to CENG (See Note 25—Related Party Transactions and(see Note 5—Investment in Constellation Energy Nuclear Group, LLC and Note 27—Related Party Transactions for additional information regarding GenerationGeneration’s and Exelon’s transactions with CENG):

 

under the NOSA, Generation conducts all activities related to the operation of the CENG nuclear generation fleet owned by CENG subsidiaries (the CENG fleet) and provides corporate and administrative services for the remaining life and decommissioning of the CENG nuclear plants as if they were a part of the Generation nuclear fleet, subject to the CENG member rights of EDFI,

EDF,

 

under the Power Services Agency Agreement (PSAA), Generation provides scheduling, asset management, and billing services to the CENG fleet for the remaining operating life of the CENG nuclear plants,

 

under power purchase agreements with CENG, Generation purchased 85%or will purchase 50.01% of the available output generated by the CENG nuclear plants through the end of 2014 and will purchase 50.01%not subject to other contractual agreements from January 2015 through the end of the operating life of each respective plant,

plant. However, pursuant to amendments dated March 31, 2015, the energy obligations under the Ginna Nuclear Power Plant (Ginna) PPAs have been suspended during the term of the Reliability Support Services Agreement (RSSA) (see Note 3—Regulatory Matters for additional details),

 

Generation provided a $400 million loan to CENG (see Note 5—InvestmentCENG. As of December 31, 2016, the remaining obligation is $316 million, including accrued interest, which reflects the principal payment made in Constellation Energy Nuclear Group, LLC for more details),

January 2015,

 

Generation executed an Indemnity Agreement pursuant to which Generation agreed to indemnify EDF and its affiliates against third-party claims that may arise from any future nuclear incident (as defined in the Price AndersonPrice-Anderson Act) in connection with the CENG nuclear plants or their operations. Exelon guarantees Generation’s obligations under this Indemnity Agreement. (See Note 22—24—Commitments and Contingencies for more details),

 

in connection with CENG’s severance obligations, Generation has agreed to reimbursereimbursed CENG for a total of approximately $6 million of the severance benefits paid or to be paid from 20132014 through 2016. AsThe final reimbursement was made in 2016, and there was no remaining obligation as of December 31, 2014, the remaining obligation is approximately $3 million,

2016.

 

Generation and EDFIEDF share in the $637 million of contingent payment obligations for the payment of contingent retrospective premium adjustments for the nuclear liability insurance, (See Note 22—Commitments and Contingencies for more details),

 

Generation provides a guarantee of approximately $7 million associated with hazardous waste management facilities and underground storage tanks. In addition, EDFIEDF executed a reimbursement agreement that provides reimbursement to Exelon for 49.99% of any amounts paid by Generation under this guarantee,

 

Generation and EDFIEDF are the members-insured with Nuclear Electric Insurance Limited and have assigned the loss benefits under the insurance and the NEIL premium costs to CENG and guarantee the obligations of CENG under these insurance programs in proportion to their respective member interests (see(See Note 22—24—Commitments and Contingencies for more details), and

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Exelon has executed an agreement to provide up to $245 million to support the operations of CENG as well as a $165 million guarantee of CENG’s cash pooling agreement with its subsidiaries.

2015 ESA Investco, LLC. In June 2015, 2015 ESA Investco, LLC, then a wholly owned subsidiary of Generation, entered into an arrangement to purchase a 90% equity interest and 99% of the tax attributes of another distributed energy company. In November 2015, Generation sold 69% of its equity interest in 2015 ESA Investco, LLC to a tax equity investor. Generation and the tax equity investor will contribute up to a total of $250 million of equity incrementally from inception through the first quarter of 2017 in proportion to their ownership interests, which is up to $172 million for the tax equity investor and up to $78 million for Generation (see Note 24—Commitments and Contingencies for more details). The investment in the distributed energy company was evaluated, and it was determined to be a VIE for which Generation is not the primary beneficiary (see additional details in the Unconsolidated Variable Interest Entities section below). As of December 31, 2015, Generation consolidated 2015 ESA Investco, LLC under the voting interest model. Pursuant to the new consolidation guidance effective January 1, 2016, 2015 ESA Investco, LLC meets the definition of a VIE because the company has a similar structure to a limited partnership and the limited partners do not havekick-out rights with respect to the general partner. Under VIE guidance, Generation is the primary beneficiary; therefore, the entity continues to be consolidated.

For each of the consolidated VIEs, except as otherwise noted:

 

Thethe assets of the VIEs are restricted and can only be used to settle obligations of the respective VIE;

 

Exelon, Generation, BGE, PHI and BGEACE did not provide any additional material financial support to the VIEs;

 

Exelon, Generation, BGE, PHI and BGEACE did not have any material contractual commitments or obligations to provide financial support to the VIEs; and

 

the creditors of the VIEs did not have recourse to Exelon’s, Generation’s, BGE’s, PHI’s or BGE’sACE’s general credit.

As of December 31, 20142016 and 2013,December 31, 2015, ComEd, PECO, Pepco and PECO didDPL do not have any material consolidated VIEs.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Assets and Liabilities of Consolidated VIEs

Included within the consolidated VIE tablebalances above are assets and liabilities of certain consolidated VIEs for which the assets can only be used to settle obligations of those VIEs, and liabilities that creditors, or beneficiaries, do not have recourse to the general credit of the Registrants. As of December 31, 20142016 and 2013,December 31, 2015, these assets and liabilities primarily consisted of the following:

 

 December 31, 2016 December 31, 2015 
  December 31, 2014   December 31, 2013        Successor         Predecessor   
  Exelon   Generation   BGE   Exelon   Generation   BGE  Exelon (a)(b) Generation BGE PHI(b) ACE Exelon (a) Generation BGE PHI ACE 

Cash and cash equivalents

  $392    $392    $—      $62    $62    $—     $150   $150   $—     $—     $—     $164   $164   $—     $—     $—    

Restricted cash

   117     96     21     80     52     28   59   27   23   9   9   100   77   23   12   12  

Accounts receivable, net

                      

Customer

   297     297     —       260     260     —     371   371    —      —      —     219   219    —      —      —    

Other

   57     57     —       —       —       —     48   48    —      —      —     43   43    —      —      —    

Mark-to-market derivatives assets

   171     171     —       21     21     —     31   31    —      —      —     140   140    —      —      —    

Inventory

                      

Materials and supplies

   172     172     —       —       —       —     199   199    —      —      —     181   181    —      —      —    

Other current assets

   33     26     —       34     23     —     50   44    —     5    —     35   30    —      —      —    
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total current assets

   1,239     1,211     21     457     418     28   908   870   23   14   9   882   854   23   12   12  
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Property, plant and equipment, net

   4,638     4,638     —       1,171     1,171     —     5,415   5,415    —      —      —     5,160   5,160    —      —      —    

Nuclear decommissioning trust funds

   2,097     2,097     —       —       —       —     2,185   2,185    —      —      —     2,036   2,036    —      —      —    

Goodwill

   47     47     —       —       —       —     47   47    —      —      —     47   47    —      —      —    

Mark-to-market derivatives assets

   44     44     —       —       —       —     23   23    —      —      —     53   53    —      —      —    

Other noncurrent assets

   95     82     3     127     106     3   315   277   3   35   23   90   85   3   18   18  
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total noncurrent assets

   6,921     6,908     3     1,298     1,277     3   7,985   7,947   3   35   23   7,386   7,381   3   18   18  
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total assets

  $8,160    $8,119    $24    $1,755    $1,695    $31   $8,893   $8,817   $26   $49   $32   $8,268   $8,235   $26   $30   $30  
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Long-term debt due within one year

  $87    $5    $75    $85    $5    $70   $181   $99   $41   $40   $35   $111   $27   $79   $46   $46  

Accounts payable

   292     292     —       170     170     —     269   269    —      —      —     216   216    —      —      —    

Accrued expenses

   111     108     2     26     22     4   119   116   1   2   2   115   113   2   2   2  

Mark-to-market derivative liabilities

   24     24     —       29     29     —     60   60    —      —      —     5   5    —      —      —    

Unamortized energy contracts (liabilities)

   22     22     —       5     5     —    

Unamortized energy contract liabilities

 15   15    —      —      —     12   12    —      —      —    

Other current liabilities

   25     25     —       5     5     —     30   30    —      —      —     13   13    —      —      —    
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total current liabilities

   561     476     77     320     236     74   674   589   42   42   37   472   386   81   48   48  
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Long-term debt

   212     81     120     298     86     195   641   540    —     101   89   666   623   41   124   124  

Asset retirement obligations

   1,763     1,763     —       —       —       —     1,904   1,904    —      —      —     1,999   1,999    —      —      —    

Pension obligation(a)

   9     9     —       —       —       —    

Unamortized energy contracts (liabilities)

   51     51     —       28     28     —    

Pension obligation(c)

 9   9    —      —      —     9   9    —      —      —    

Unamortized energy contract liabilities

 22   22    —      —      —     39   39    —      —      —    

Other noncurrent liabilities

   127     127     —       12     12     —     106   106    —      —      —     79   79    —      —      —    
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Noncurrent liabilities

   2,162     2,031     120     338     126     195   2,682   2,581    —     101   89   2,792   2,749   41   124   124  
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total liabilities

  $2,723    $2,507    $197    $658    $362    $269   $3,356   $3,170   $42   $143   $126   $3,264   $3,135   $122   $172   $172  
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)Includes certain purchase accounting adjustments not pushed down to the BGE standalone entity.
(b)Includes certain purchase accounting adjustments not pushed down to the ACE standalone entity.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

(c)Includes the CNEG Retail Gas’retail gas pension obligation, which is presented as a net asset balance within the Prepaid Pensionpension asset line item on Generation’s balance sheet. See Note 16—17—Retirement Benefits for additional details.

Unconsolidated Variable Interest Entities

Exelon’s and Generation’s variable interests in unconsolidated VIEs generally include equity investments and energy purchase and sale contracts. For the equity investments, the carrying amount

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

of the investments is reflected on Exelon’s and Generation’s Consolidated Balance Sheets in Investments and Other assets.Investments. For the energy purchase and sale contracts and the fuel purchase commitments (commercial agreements), the carrying amount of assets and liabilities in Exelon’s and Generation’s Consolidated Balance Sheets that relate to their involvement with the VIEs are predominately related to working capital accounts and generally represent the amounts owed by, or owed to, Exelon and Generation for the deliveries associated with the current billing cycles under the commercial agreements. Further, Exelon and Generation have not provided material debt or equity support, liquidity arrangements or performance guarantees associated with these commercial agreements.

As of December 31, 20142016 and 2013,2015, Exelon and Generation had significant unconsolidated variable interests in six and eight VIEs respectively, for which Exelon or Generation, as applicable, was not the primary beneficiary; including certain equity method investments and certain commercial agreements. The decreaseExelon and Generation only include unconsolidated VIEs that are individually material in the numbertables below. However, Generation has several individually immaterial VIEs that in aggregate represent a total investment of unconsolidated$18 million. These immaterial VIEs are equity and debt securities in energy development companies. The maximum exposure to loss related to these securities is duelimited to the sale of$18 million included in Investments on Exelon’s and Generation’s ownership interest in four unconsolidated VIEs in 2014, offset by the execution of an energy purchase and sale agreement with an unconsolidated VIE and an equity investment in another unconsolidated VIE. Consolidated Balance Sheets.

The following tables present summary information about Exelon and Generation’s significant unconsolidated VIE entities:

 

December 31, 2014

  Commercial
Agreement
VIEs
   Equity
Investment
VIEs
   Total 

December 31, 2016

  Commercial
Agreement
VIEs
   Equity
Investment
VIEs
   Total 

Total assets (a)

  $506    $91    $597    $638    $567    $1,205  

Total liabilities (a)

   237     49     286     215     287     502  

Exelon’s ownership interest in VIE (a)

   —       9     9     —       248     248  

Other ownership interests in VIE (a)

   269     33     302     423     32     455  

Registrants’ maximum exposure to loss:

            

Carrying amount of equity method investments

   —       13     13     —       264     264  

Contract intangible asset

   9     —       9     9     —       9  

Debt and payment guarantees

   —       3     3     —       3     3  

Net assets pledged for Zion Station decommissioning (b)

   27     —       27     9     —       9  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

December 31, 2013

  Commercial
Agreement
VIEs
   Equity
Investment
VIEs
   Total 

December 31, 2015

  Commercial
Agreement
VIEs
   Equity
Investment
VIEs
   Total 

Total assets (a)

  $128    $332    $460    $263    $164    $427  

Total liabilities (a)

   17     123     140     22     125     147  

Exelon’s ownership interest in VIE (a)

   —       86     86     —       11     11  

Other ownership interests in VIE (a)

   111     123     234     241     28     269  

Registrants’ maximum exposure to loss:

            

Carrying amount of equity method investments

   7     67     74     —       21     21  

Contract intangible asset

   9     —       9     9     —       9  

Debt and payment guarantees

   —       5     5     —       3     3  

Net assets pledged for Zion Station decommissioning (b)

   44     —       44     17     —       17  

 

(a)These items represent amounts on the unconsolidated VIE balance sheets, not on Exelon’s or Generation’s Consolidated Balance Sheets. These items are included to provide information regarding the relative size of the unconsolidated VIEs.
(b)These items represent amounts on Exelon’s and Generation’s Consolidated Balance Sheets related to the asset sale agreement with ZionSolutions, LLC. The net assets pledged for Zion Station decommissioning includes gross pledged assets of $319$113 million and $458$206 million as of December 31, 20142016 and December 31, 2013,2015, respectively; offset by payables to ZionSolutions LLC of $292$104 million and $414$189 million as of December 31, 20142016 and December 31, 2013,2015, respectively. These items are included to provide information regarding the relative size of the ZionSolutions LLC unconsolidated VIE.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

For each unconsolidated VIE, Exelon and Generation assessed the risk of a loss equal to their maximum exposure to be remote and, accordingly Exelon and Generation have not recognized a liability associated with any portion of the maximum exposure to loss. In addition, there are no agreements with, or commitments by, third parties that would materially affect the fair value or risk of their variable interests in these variable interest entities.

The Registrants’ unconsolidated VIEs consist of:

Energy Purchase and Sale Agreements. Generation has several energy purchase and sale agreements with generating facilities. Generation has evaluated the significant agreements, ownership structures and risks of each entity, and determined that certain of the entities are VIEs because the entity absorbs risk through the sale of fixed price power and renewable energy credits. Generation has reviewed the entities and has determined that Generation is not the primary beneficiary of the VIEs because Generation does not have the power to direct the activities that most significantly impact the VIEs economic performance.

In March 2005, Constellation, to which Generation is now a successor, closed a transaction in which Generation assumed from a counterparty two power sales contracts with previously existing VIEs. The VIEs previously were created by the counterparty to issue debt in order to monetize the value of the original contracts to purchase and sell power. Under the power sales contracts, Generation sold power to the VIEs which, in turn, sold that power to an electric distribution utility through 2013. In connection with this transaction, a third-party acquired the equity of the VIEs and Generation loaned that party a portion of the purchase price. If the electric distribution utility were to default under its obligation to buy power from the VIEs, the equity holder could transfer its equity interests to Generation in lieu of repaying the loan. In this event, Generation would have the right to seek recovery of its losses from the electric distribution utility. As a result, Generation has concluded that consolidation was not required. During 2013, the third-party repaid their obligations of the loan with Generation which caused the entities to no longer be unconsolidated VIEs.

ZionSolutions. Generation has an asset sale agreement with EnergySolutions, Inc. and certain of its subsidiaries, including ZionSolutions, LLC (ZionSolutions), which is further discussed in Note 15—16—Asset Retirement Obligations. Under this agreement, ZionSolutions can put the assets and liabilities back to Generation when decommissioning isactivities under the asset sale agreement are complete. Generation has evaluated this agreement and determined that, through the put option, it has a variable interest in ZionSolutions but is not the primary beneficiary. As a result, Generation has concluded that consolidation is not required. Other than the asset sale agreement, Exelon and Generation do not have any contractual or other obligations to provide additional financial support and ZionSolutions’ creditors do not have any recourse to Exelon’s or Generation’s general credit.

Fuel Purchase Commitments. Generation’s customer supply operations include the physical delivery and marketing of power obtained through its generating capacity, and long-, intermediate- and short-term contracts. Generation also has contracts to purchase fuel supplies for nuclear and fossil generation. These contracts and Generation’s membership in NEIL are discussed in further detail in Note 22—Commitments and Contingencies. Generation has evaluated these contracts and itsmembership with NEIL and determined that it either has no variable interest in an entity or, where Generation does have a variable interest in an entity, the variable interest is not significant and it is not the primary beneficiary; therefore, consolidation is not required.

For contracts where Generation has a variable interest, the level of variability being absorbed through the contracts is not considered significant because of the small proportion of the entities’ activities encompassed by the contracts with Generation. Further, Generation has considered which

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

interest holder has the power to direct the activities that most significantly affect the economic performance of the VIE and thus is considered the primary beneficiary and is required to consolidate the entity. The primary beneficiary must also have exposure to significant losses or the right to receive significant benefits from the VIE. In general, the most significant activity of the VIEs is the operation and maintenance of the facilities. Facilities represent power plants, sources of uranium and fossil fuels, or plants used in the uranium conversion, enrichment and fabrication process. Generation does not have control over the operation and maintenance of the facilities considered VIEs, and it does not bear operational risk of the facilities. Furthermore, Generation has no debt or equity investments in the entities and Generation does not provide any other financial support through liquidity arrangements, guarantees or other commitments other than purchase commitments described in Note 22—Commitments and Contingencies. Upon consideration of these factors, Generation does not consider itself to have significant variable interests in these entities or be the primary beneficiary of these VIEs and, accordingly, has determined that consolidation is not required.

Investment in Energy Development Projects, Distributed Energy Companies, and Energy Generating Facilities. Generation has several equity investments in energy development projects and energy generating facilities. Generation has evaluated the significant agreements, ownership structures and risks of each of its equity investments, and determined that certain of the entities are

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

VIEs because the entity has an insufficient amount of equity at risk to finance its activities, Generation guarantees the debt of the entity, provides equity support, or provides operating services to the entity. Generation has reviewed the entities and has determined that Generation is not the primary beneficiary of the entities that qualify as VIEs because Generation does not have the power to direct the activities that most significantly impact the VIEs economic performance.

In July 2014, Generation entered into an arrangement to purchase a 90% equity interest and 90% of the tax attributes of a distributed energy company. Generation’s total equity commitment in this arrangement was $85 million and was paid incrementally over an approximate two year period (see Note 24—Commitments and Contingencies for additional details). This arrangement did not meet the definition of a VIE and was recorded as an equity method investment. However, pursuant to the new consolidation guidance effective as of January 1, 2016 for the Registrants, the distributed energy company meets the definition of a VIE because the company has a similar structure to a limited partnership and the limited partners do not havekick-out rights of the general partner. (For additional details related to the new consolidation guidance, see Note 1—Significant Accounting Policies.) Generation is not the primary beneficiary; therefore, the investment continues to be recorded using the equity method.

In June 2015, 2015 ESA Investco, LLC, then a wholly owned subsidiary of Generation, entered into an arrangement to purchase a 90% equity interest and 99% of the tax attributes of another distributed energy company. Separate from the equity investment, Generation provided $27 million in cash to the other (10%) equity holder in the distributed energy company in exchange for a convertible promissory note. In November 2015, Generation sold 69% of its equity interest in 2015 ESA Investco, LLC to a tax equity investor. Generation and the tax equity investor will contribute up to a total of $250 million of equity incrementally through the first quarter of 2017 in proportion to their ownership interests, which is up to $172 million for the tax equity investor and up to $78 million for Generation (see Note 24—Commitments and Contingencies for additional details). Generation and the tax equity investor provide a parental guarantee of up to $275 million in proportion to their ownership interests in support of 2015 ESA Investco, LLC’s obligation to make equity contributions to the distributed energy company. The investment in the distributed energy company was evaluated and it was determined to be a VIE for which Generation is not the primary beneficiary. See additional details in the Consolidated Variable Interest Entities section above.

Both distributed energy companies from the 2015 and 2014 arrangements are considered related parties.

ComEd, PECO and BGE

The financing trust of ComEd, ComEd Financing III, the financing trusts of PECO, PECO Trust III and PECO Trust IV, and the financing trust of BGE, BGE Capital Trust II, are not consolidated in Exelon’s, ComEd’s, PECO’s or BGE’s financial statements. These financing trusts were created to issue mandatorily redeemable trust preferred securities. ComEd, PECO, and BGE have concluded that they do not have a significant variable interest in ComEd Financing III, PECO Trust III, PECO Trust IV or BGE Capital Trust II as each Registrant financed its equity interest in the financing trusts through the issuance of subordinated debt and, therefore, has no equity at risk. See Note 13—14—Debt and Credit Agreements for additional information.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

3. Regulatory Matters (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

The following matters below discuss the current status of material regulatory and legislative proceedings of the Registrants.

Illinois Regulatory Matters

Energy Infrastructure Modernization Act (Exelon and ComEd).

Background

Since 2011, ComEd’s electric distribution rates are established through a performance-based formula rate, formula, pursuant to EIMA. EIMA also provides a structure for substantial capital investment by utilities to modernize Illinois’ electric utility infrastructure.

Participating utilities are required to file an annual update to the performance-based formula rate tariff on or before May 1, with resulting rates effective in

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

January of the following year. This annual electric distribution formula rate update is based on prior year actual costs and current year projected capital additions.additions (initial revenue requirement). The update also reconciles any differences between the revenue requirement(s)requirement in effect for the prior year and actual costs incurred for that year.year (annual reconciliation). SeeAnnual Electric Distribution Filings below for further details. Throughout each year, ComEd records regulatory assets or regulatory liabilities and corresponding increases or decreases to operatingOperating revenues for any differences between the revenue requirement(s)requirement in effect and ComEd’s best estimate of the revenue requirement expected to be approved by the ICC for that year’s reconciliation. As of December 31, 2014,2016, and December 31, 2013,2015, ComEd had a regulatory asset associated with the electric distribution formula rate of $371$188 million and $463$189 million, respectively. The regulatory asset associated with electric distribution true-upformula rate is amortized to Operating revenues in ComEd’s Consolidated Statement of Operations and Comprehensive Income as the associated amounts are recovered through rates.

Annual Reconciliation

2014 Filing. On April 16, 2014, ComEd filed its annual distribution formula rate to request a total increase to the revenue requirement of $269 million. On December 11, 2014, the ICC issued its final order which increased the revenue requirement by $232 million, reflecting an increase of $160 million for the initial revenue requirement for 2014 and an increase of $72 million related to the annual reconciliation for 2013. Approximately $23 million of the total $37 million revenue requirement disallowance is recoverable through other rider-based mechanisms. The rate increase was set using an allowed return on capital of 7.06% (inclusive of an allowed return on common equity of 9.25% for 2014 less a performance metrics penalty of 5 basis points for the 2013 reconciliation). The rates took effect in January 2015. ComEd and intervenors requested a rehearing on specific issues, which was denied by the ICC on January 28, 2015.

2013 Filing. On April 29, 2013, ComEd filed its annual distribution formula rate, which was updated in August 2013, to request a total increase to the revenue requirement of $353 million. On December 19, 2013, the ICC issued its final order which increased the revenue requirement by $341 million, reflecting an increase of $160 million for the initial revenue requirement for 2013 and an increase of $181 million for the annual reconciliation for 2012. The final revenue requirement reflected the impacts of Senate Bill 9, which became effective in May 2013 and clarified the intent of EIMA on three issues: an allowed return on ComEd’s pension asset; the use of year-end rather than average rate base and capital structure in the annual reconciliation; and the use of ComEd’s weighted average cost of capital interest rate rather than a short-term debt rate to apply to the annual reconciliation. The rate increase was set using an allowed return on capital of 6.94% (inclusive of an allowed return on common equity of 8.72%). The rates took effect in January 2014. ComEd requested a rehearing on specific issues, which was denied by the ICC. ComEd also filed an appeal, which was subsequently withdrawn.

2012 Filing. On April 30, 2012, ComEd filed its annual distribution formula rate. On December 20, 2012, the ICC, issued its final order, which increased the revenue requirement by $73 million, reflecting an increase of $80 million for the initial revenue requirement for 2012 and a decrease of $7 million for the annual reconciliation for 2011. The rate increase was set using an allowed return on capital of 7.54% (inclusive of an allowed return on common equity of 9.81%). The rates took effect in January 2013. ComEd and intervenors requested a rehearing on specific issues, which was denied by the ICC. ComEd and intervenors also filed appeals with the Illinois Appellate Court. The Illinois Appellate Court upheld the ICC’s decision on the issues on appeal. On May 30, 2013, ComEd updated its revenue requirement allowed in the December 2012 Order to reflect the impacts of Senate Bill 9, which resulted in a reduction to the current revenue requirement in effect of $14 million. The rates took effect in July 2013. ComEd and intervenors requested a rehearing on specific issues, which was denied by the ICC. ComEd and intervenors also filed appeals with the Illinois Appellate Court. The Illinois Appellate Court reaffirmed the ICC’s order.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Formula Rate Structure Investigation

In October 2013, the ICC opened an investigation (the Investigation), in response to a complaint filed by the Illinois Attorney General, to change the formula rate structure by requesting three changes: the elimination of the income tax gross-up on the weighted average cost of capital used to calculate interest on the annual reconciliation balance, the netting of associated accumulated deferred income taxes against the annual reconciliation balance in calculating interest, and the use of average rather than year-end rate base for determining any ROE collar adjustment. On November 26, 2013, the ICC issued its final order in the Investigation, rejecting two of the proposed changes but accepting the proposed change to eliminate the income tax gross-up on the weighted average cost of capital used to calculate interest on the annual reconciliation balance. The accepted change became effective in January 2014, and reduced ComEd’s 2014 revenue by approximately $8 million. This change had no financial statement impact on ComEd in 2013. ComEd and intervenors requested rehearing, however all rehearing requests were denied by the ICC. ComEd and intervenors have filed appeals with the Illinois Appellate Court. ComEd cannot predict the results of any such appeals.

Appeal of Initial Formula Rate Tariff

On March 26, 2014, the Illinois Appellate Court issued an opinion with respect to ComEd’s appeal of the ICC’s order relating to ComEd’s initial formula rate tariff. The most significant financial issues under appeal related to ICC findings that were counter to the formula rate legislation and were clarified by subsequent legislation (Senate Bill 9). Therefore, only a subset of the issues originally appealed remained. The Court found against ComEd on each of the remaining issues: compensation related adjustments, billing determinants and the use of certain allocators. The Court’s opinion has no accounting impact as ComEd recorded the distribution formula regulatory asset consistent with the ICC’s final Order.

ComEd asked the Illinois Supreme Court to hear the issue of allocation between State and Federal regulatory jurisdictions. On June 4, 2014, ComEd filed a Petition for Leave to Appeal with the Illinois Supreme Court solely on the issue of allocation between FERC and ICC jurisdictional costs. On July 2, 2014, the ICC filed its Answer to the Petition, arguing that Supreme Court review is not necessary or appropriate. Under the procedural rules of the Illinois Supreme Court, ComEd is not allowed to reply to the ICC filing. There is no set time by which the Court must rule on the Petition. ComEd cannot predict whether the Court will grant the appeal, or if it does, the ultimate outcome.

Expenditures and Capital Investment

As part of the enactment of EIMA legislation ComEd made an initial contribution of $15 million (recognized as expense in 2011) to a new Science and Technology Innovation Trust fund on July 31, 2012, and will make recurring annual contributions of $4 million, the first of which was made on December 31, 2012, which will be used for customer education for as long as the AMI Deployment Plan remains in effect. In addition, ComEd will contribute $10 million per year for five years, as long as ComEd is subject to EIMA, to fund customer assistance programs for low-income customers, which will not be recoverable through rates. These contributions began in 2012.

EIMA also provides a structure for substantial capital investment by utilities over a ten-year period to modernize Illinois’ electric utility infrastructure. Participating utilities are also required to file an annual update on their AMI implementation progress. In March 2014,On April 1, 2016, ComEd filed a petitionan annual progress report on its AMI Implementation Plan with the ICC, for approval to accelerate the deployment of AMI meters. On June 11, 2014, the ICC approved ComEd’s

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

accelerated deployment plan which allows for the installation of more than four million smart meters throughout ComEd’s service territory by 2018, three years in advance of the originally scheduled 2021 completion date.through 2018. To date, nearly 550,000approximately three million smart meters have been installed in the Chicago area.

Appeal of 2007 Illinois Electric Distribution Rate Case (Exelon and ComEd). The ICC issued an orderPursuant to EIMA, ComEd annually contributes $4 million for customer education for as long as the AMI Deployment Plan remains in ComEd’s 2007 electric distribution rate case (2007 Rate Case) approving a $274effect. Additionally, ComEd contributed $10 million increase in ComEd’s annual delivery services revenue requirement,annually through 2016 to fund customer assistance programs forlow-income customers, which became effective in September 2008. In the order, the ICC authorized a 10.3% rate of return on common equity. ComEd and several other parties filed appeals of the rate order with the Illinois Appellate Court (Court). The Court issued a decision on September 30, 2010, ruling against ComEd on the treatment of post-test year accumulated depreciation and the recovery of system modernization costs via a rider (Rider SMP).

The court held the ICC abused its discretion inare not reducing ComEd’s rate base to account for an additional 18 months of accumulated depreciation while including post-test year pro forma plant additionsrecoverable through that period. ComEd continued to bill rates as established under the ICC’s order in the 2007 Rate Case until June 1, 2011 when the rates set in the 2010 electric distribution rate case became effective. In subsequent ICC proceedings, the ICC issued an order requiring ComEd to provide a refund of approximately $37 million to customers related to the treatment of post-test year accumulated depreciation issue. On March 26, 2012, ComEd filed a notice of appeal with the Court. However, on September 27, 2013 the Court ruled against ComEd on the accumulated depreciation issue and affirmed that ComEd owes a refund to customers of approximately $37 million, including interest. On September 18, 2014, the ICC issued an order requiring the refund to occur in November 2014, rather than the eight month period previously approved. The refund was included with the Rider AMP refund discussed below. Former ComEd customers were eligible for a refund. ComEd was fully reserved for this liability at December 31, 2013. As of December 31, 2014 ComEd had refunded substantially all amounts to customers.

Advanced Metering Program Proceeding (Exelon and ComEd). As part of ComEd’s 2007 Rate Case, the ICC approved recovery of costs associated with ComEd’s Rider SMP for the limited purpose of implementing a pilot program for AMI. In October 2009, the ICC approved ComEd’s AMI pilot program and associated rider (Rider AMP). ComEd collected approximately $24 million under Rider AMP and had no collections under Rider SMP through December 31, 2014. In ComEd’s 2010 electric distribution rate case, the ICC approved ComEd’s transfer of certain other costs from recovery under Rider AMP to recovery through electric distribution rates.

Several parties, including the Illinois Attorney General, appealed the ICC’s orders on Rider SMP and Rider AMP. The Illinois Appellate Court reversed the ICC’s approval of the cost recovery provisions of Rider SMP and Rider AMP on September 30, 2010 and March 19, 2012, respectively. In both cases, the Court ruled that the ICC’s approval of the rider constituted single-issue ratemaking. ComEd filed Petitions for Leave to Appeal to the Illinois Supreme Court, which were denied.

In October 2013, the ICC opened an investigation on Rider AMP to determine if a refund is required and if so, to determine the appropriate refund amount. The ALJ presiding over the investigation requested each party provide a pre-trial memorandum describing their positions, which were submitted on April 10, 2014. The ICC Staff and the Illinois Attorney General proposed a refund of $14.6 million, representing the amount they claim was collected under Rider AMP since September 30, 2010, the date the Illinois Appellate Court reversed the ICC’s approval of the cost recovery provisions of Rider SMP. During the second quarter of 2014, ComEd reached a tentative agreement to jointly resolve the disputed refund claim. On September 18, 2014, the ICC approved a refund of $9.5 million

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

plus interestAnnual Electric Distribution Filings

For each of the following years, the ICC approved the following total increases/(decreases) in ComEd’s electric distributions formula rate filings:

Annual Electric Distribution Filings

  2016  2015  2014 

ComEd’s requested total revenue requirement increase (decrease)

  $138   $(50 $269  

Final ICC Order

          

Initial revenue requirement increase

  $134   $85   $160  

Annual reconciliation (decrease) increase

   (7  (152  72  
  

 

 

  

 

 

  

 

 

 

Total revenue requirement increase (decrease)

  $127(a)  $(67 $232  
  

 

 

  

 

 

  

 

 

 

Allowed Return on Rate Base:

          

Initial revenue requirement

   6.71  7.05  7.06

Annual reconciliation

   6.69  7.02  7.04

Allowed ROE:

          

Initial revenue requirement

   8.64  9.14  9.25

Annual reconciliation

   8.59%(b)   9.09%(b)   9.20%(b) 

Effective date of rates

   January 2017    January 2016    January 2015  

(a)On December 20, 2016, the ICC granted ComEd’s and other parties’ joint application for rehearing on the impact that changing ComEd’s OSHA recordable rate for 2014 and 2015 has on the revenue requirement approved in this order. ComEd has proposed that the 2016 total electric distribution revenue requirement be reduced by $18 million which would be refunded to customers in 2017.
(b)Includes a reduction of 5 basis points for a reliability performance metric penalty.

Illinois Future Energy Jobs Act (Exelon, Generation, and ComEd).

Background

On December 7, 2016, FEJA was signed into law by the Governor of Illinois. FEJA is effective June 1, 2017, and includes, among other provisions, (1) a ZES providing compensation for certain nuclear-powered generating facilities, (2) an extension of and certain adjustments to ComEd’s electric distribution formula rate, (3) new cumulative persisting annual energy efficiency MWh savings goals for ComEd, (4) revisions to the Illinois RPS requirements, (5) provisions for adjustments to or termination of FEJA programs if the average impact on ComEd’s customer rates exceeds specified limits, (6) revisions to the existing net metering statute to (i) mandate net metering for community generation projects, and establish billing procedures for subscribers to those projects, (ii) provide immediately for netting at the energy-only rate for nonresidential customers, and (iii) transition from netting at the full retail rate to the energy-only rate for certain residential net metering customers once the net meter customer load equals 5% of total peak demand supplied in the previous year and (7) support for low income rooftop and community solar programs.

Zero Emission Standard

FEJA includes a ZES that provides compensation through the procurement of ZECs targeted at preserving the environmental attributes of zero-emissions nuclear-powered generating facilities that meet specific eligibility criteria. ZES will have a 10-year duration extending through May 31, 2027.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Eligible generators may participate in a procurement event overseen by the Illinois Power Agency and selected generators will directly contract with Illinois utilities for the procurement of the ZECs based upon the number of MWh produced by the eligible facilities, subject to specified annual caps. The ZEC price will be based upon the current social cost of carbon as determined by the federal government and is initially established at $16.50 per MWh of production, subject to future adjustments based on specified escalation and pricing adjustment mechanisms designed to lower the ZEC price based on increases in underlying energy and capacity prices.

Illinois utilities, including ComEd, will be required to purchase from eligible nuclear facilities an amount of ZECs equivalent to 16% of the actual amount of electricity delivered in 2014. ComEd will recover all costs associated with purchasing ZECs through a new rate rider, which will provide for an annual reconciliation and true-up to actual costs incurred by ComEd to purchase ZECs, with any difference to be issuedcredited to currentor collected from ComEd’s retail customers in November 2014. Former subsequent periods.

See Note 9—Early Nuclear Plant Retirements for the impacts of the provisions above on Generation’s Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Income. The provisions do not impact ComEd’s Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income or Consolidated Statements of Cash Flows until 2017.

ComEd Electric Distribution Rates

FEJA extends the sunset date for ComEd’s performance-based electric distribution formula rate from 2019 to the end of 2022, allows ComEd to revise the electric distribution formula rate to eliminate the ROE collar, and allows ComEd to implement a decoupling tariff if the electric distribution formula rate is terminated at any time. ComEd will revise its electric distribution formula rate to eliminate the ROE collar, which will eliminate any unfavorable or favorable impacts of weather or load from ComEd’s electric distribution formula rate revenues beginning with the reconciliation filed in 2018 for the 2017 calendar year. ComEd will begin reflecting the impacts of this change in its electric distribution services costs regulatory asset or liability beginning in 2017.

FEJA requires ComEd to make non-recoverable contributions to low income energy assistance programs of $10 million per year for 5 years as long as the electric distribution formula rate remains in effect. With the exception of these contributions, ComEd will recover from customers, also were eligiblesubject to certain caps explained below, the costs it incurs pursuant to FEJA either through its electric distribution formula rate or other recovery mechanisms.

Energy Efficiency

Existing Illinois law requires ComEd to implement cost-effective energy efficiency measures and, for a refund.10-year period ending May 31, 2018, cost-effective demand response measures to reduce peak demand by 0.1% over the prior year for eligible retail customers.

Beginning January 1, 2018, FEJA provides for new cumulative annual energy efficiency MWh savings goals for ComEd, which are designed to achieve 21.5% of cumulative persisting annual MWh savings by 2030, as compared to the deemed baseline of 88 million MWhs of electric power and energy sales. FEJA, deems the cumulative persisting annual MWh savings to be 6.6% from 2012 through the end of 2017. ComEd expects to spend approximately $250 million to $400 million annually from 2017 through 2030 to achieve these energy efficiency MWh savings goals. In addition, FEJA extends the peak demand reduction requirement from 2018 to 2026. Because the new requirements

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

apply beginning in 2018, FEJA extends the existing energy efficiency plans, which were due to end on May 31, 2017, through December 31, 2017. FEJA also exempts customers with demands over 10 MW from energy efficiency plans and requirements beginning June 1, 2017.

FEJA allows ComEd to cancel its existing energy efficiency rate rider and replace it with an energy efficiency formula rate, and to defer energy efficiency costs (except for any voltage optimization costs which will be recovered through the electric distribution formula rate) as a separate regulatory asset that will be recovered through the energy efficiency formula rate over the weighted average useful life, as approved by the ICC, of the related energy efficiency measures. ComEd will earn a return on the energy efficiency regulatory asset at a rate equal to its weighted average cost of capital, which is based on a year-end capital structure and calculated using the same methodology applicable to ComEd’s electric distribution formula rate. Through December 31, 2030, the return on equity that ComEd earns on its energy efficiency regulatory asset is subject to a maximum downward or upward adjustment of 200 basis points if ComEd’s cumulative persisting annual MWh savings falls short of or exceeds specified percentage benchmarks of its annual incremental savings goal. ComEd will be required to file an update to its energy efficiency formula rate on or before June 1 each year, with resulting rates effective in January of the following year. The annual update will be based on projected current year energy efficiency costs and the related projected year-end regulatory asset balance less any related deferred taxes. The update will also include a reconciliation of any differences between the revenue requirement in effect for the prior year and the revenue requirement based on actual prior year costs and year-end energy efficiency regulatory asset balances less any related deferred taxes.

ComEd expects to cancel its existing energy efficiency rider, at which time it must perform a reconciliation of revenues and costs incurred through the cancellation date and issue a one-time credit on retail customers’ bills for any over-recoveries. As of December 31, 20142016, ComEd’s over-recoveries associated with its existing energy efficiency rider of $141 million were reflected in Current regulatory liabilities on Exelon’s and ComEd’s Consolidated Balance Sheets. As a result, ComEd expects to provide credits to customers in 2017 to address this over-recovery.

Renewable Portfolio Standard

Existing Illinois law requires ComEd to purchase each year an increasing percentage of renewable energy resources for the customers for which it supplies electricity. This obligation is satisfied through the procurement of renewable energy credits (RECs). FEJA revises the Illinois RPS to require ComEd to procure RECs for all retail customers by June 2019, regardless of the customers’ electricity supplier, and provides support for low-income rooftop and community solar programs, which will be funded by the existing Renewable Energy Resources Fund and ongoing RPS collections. ComEd will recover all costs associated with purchasing RECs through rate riders, which will provide for a reconciliation and true-up to actual costs, with any difference between revenues and expenses to be credited to or collected from ComEd’s retail customers in subsequent periods. The first reconciliation and true-up for RECs will cover revenues and costs for the four year period beginning June 1, 2017 through May 31, 2021. Subsequently, the RPS rate rider will provide for an annual reconciliation and true-up.

Customer Rate Increase Limitations

FEJA includes provisions intended to limit the average impact on ComEd customer rates for recovery of costs incurred under FEJA as follows: (1) for a typical ComEd residential customer, the average impact must be less than $0.25 cents per month, (2) for nonresidential customers with a peak demand less than 10 MW, the average annual impact must be less than 1.3% of the average amount

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

paid per kWh for electric service by Illinois commercial retail customers during 2015, and (3) for nonresidential customers with a peak demand greater than 10 MW, the average annual impact must be less than 1.3% of the average amount paid per kWh for electric service by Illinois industrial retail customers during 2015.

By June 30, 2017, ComEd must submit a 10-year projection to the ICC of customer rate impacts for residential customers and nonresidential customers with a peak demand less than 10 MW. Thereafter, beginning in 2018, ComEd must submit a report to the ICC for residential customers and nonresidential customers with a peak demand less than 10 MW by February 15th and June 30th of each year, respectively. For nonresidential customers with a peak demand greater than 10 MW, ComEd must submit a report to the ICC by May 1 of each year if a rate reduction will be necessary in the following year. For residential customers, the reports will include the actual costs incurred under FEJA during the preceding year and a rolling 10-year customer rate impact projection. The reports for nonresidential customers with a peak demand less than 10 MW will also include the actual costs incurred under FEJA during the preceding year, as well as the average annual rate increase from January 1, 2017 through the end of the preceding year and the average annual rate increase projected for the remainder of the 10-year period.

If the projected residential customer or nonresidential customer with a peak demand less than 10 MW rate increase exceeds the limitations during the first four years, ComEd is required to decrease costs associated with FEJA investments, including reductions to ZEC contract quantities. If the projected residential customer or nonresidential customer with a peak demand less than 10 MW rate increase exceeds the limitations during the last six years, ComEd is required to demonstrate how it will reduce FEJA investments to ensure compliance. If the actual residential customer or nonresidential customer with a peak demand less than 10 MW rate increase exceeds the limitations for any one year, ComEd is required to submit a corrective action plan to decrease future year costs to reduce customer rates to ensure future compliance. If the actual residential customer or nonresidential customer rate exceeds the limitations for two consecutive years, ComEd can offer to credit customers for amounts billed in excess of the limitations or ComEd can terminate FEJA investments. If ComEd chooses to terminate FEJA investments, the ICC shall order termination of ZEC contracts and further initiate proceedings to reduce energy efficiency savings goals and terminate support for low-income rooftop and community solar programs. ComEd is allowed to fully recover all costs incurred as of and up to the date of the programs’ termination.

For the energy efficiency formula, ComEd will record a regulatory asset or liability and corresponding increase or decrease to Operating revenues for any differences between the revenue requirement in effect and ComEd’s best estimate of the revenue requirement expected to be approved by the ICC for that year’s reconciliation. For the other rate riders to be established under FEJA, ComEd will record a regulatory asset or liability for any differences between revenues and incurred expenses. FEJA did not have any impacts on ComEd’s Consolidated Statements of Operations and Comprehensive Income or Consolidated Statements of Cash Flows in 2016.

Illinois Procurement Proceedings (Exelon, Generation and ComEd).ComEd is permitted to recover its electricity procurement costs from retail customers withoutmark-up. Since June 2009, the IPA designs, and the ICC approves, an electricity supply portfolio for ComEd and the IPA administers a competitive process under which ComEd procures its electricity supply from various suppliers, including Generation. As of December 31, 2016, ComEd has completed all requiredICC-approved procurements as called for by the IPA Procurement Plan’s timeline.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Energy Efficiency and Renewable Energy Resources (Exelon and ComEd).

In accordance with legislation in effect on December 31, 2016, the IPA’s Procurement Plans include the procurement of cost-effective renewable energy resources in amounts that equal or exceed a minimum target percentage of the total electricity that each electric utility supplies to its eligible retail customers. The June 1, 2016 target renewable energy resources obligation for the utilities was at least 11.5%. This obligation increases by at least 1.5% each year thereafter to an ultimate target of at least 25% by June 1, 2025. All goals are subject to rate impact criteria set forth by Illinois legislation. As of December 31, 2016, ComEd had refundedpurchased renewable energy resources or equivalents, such as RECs, in accordance with the IPA Procurement Plan. ComEd currently retires all RECs upon transfer and acceptance. ComEd is permitted to recover procurement costs of RECs from retail customers withoutmark-up through rates.

In accordance with FEJA that takes effect on June 1, 2017, beginning with the plan or plans to be implemented in the 2017 delivery year, the IPA shall develop a long term renewable resources procurement plan (LT Plan). The RPS target percentages for the overall service territory have not changed through June 1, 2025 although FEJA extended the 25% RPS target to delivery years after 2025. Currently, each RES and each utility is responsible for the renewable resource obligation of the customers it supplies power for. Over time, this will change and the utility will procure renewable resources based on the retail load of substantially all amountscustomers in its service territory. For the delivery year beginning June 1, 2017, the LT Plan shall include cost effective renewable energy resources procured by the utility for the retail load the utility supplies and for 50% of the retail customer load supplied by Retail Electric Suppliers in the utility service territory on February 28, 2017. Utility procurement for RES supplied retail customer load will increase to customers.75% June 1, 2018 and to 100% beginning June 1, 2019.

Grand Prairie Gateway Transmission Line (ComEd)(Exelon and ComEd).On December 2, 2013, ComEd filed a request to obtain the ICC’s approval to construct a60-mile overhead 345kV transmission line that traverses Ogle, DeKalb, Kane and DuPage Counties in Northern Illinois. On October 22, 2014, the ICC issued an Order approving ComEd’s request. The City of Elgin and certain other parties each filed an appeal of the ICC Order in the Illinois Appellate Court for the Second District. ComEd then reached a settlement of the appeal filed by all parties except Elgin. On March 31, 2016, the Illinois Appellate Court issued its opinion affirming the ICC’s grant of a certificate to ComEd to construct and operate the line. Elgin did not seek further review of the Illinois Appellate Court decision. On May 28, 2014, in a separate proceeding, FERC issued an order granting ComEd’s request to include 100% of the capital costs recorded to construction work in progress during construction of the line in ComEd’s transmission rate base. If the project is cancelled or abandoned for reasons beyond ComEd’s control, FERC approved the ability for ComEd to recover 100% of its prudent costs incurred after May 21, 2014 and 50% of its costs incurred prior to May 21, 2014 in ComEd’s transmission rate base. On October 22, 2014, the ICC issued an order approving ComEd’s Grand Prairie Gateway Project over the objection of numerous landowners and the City of Elgin. Four parties filed timely applications for rehearing before the ICC. On November 25, 2014, the ICC denied the rehearing application filed by the Forest Preserve District of Kane County, but granted rehearing on the application of certain landowners who requested that the ICC consider an alternate route for a three-mile segment of the line in Kane County. The rehearing proceeding is currently pending and the ICC must enter a final order on rehearing by April 24, 2015. On December 10, 2014, the ICC denied the remaining two applications for rehearing. On January 15, 2015, those two parties, the City of Elgin and the SKP landowner group and Utility Risk Management Corporation (collectively, the SKP/URMC party), each filed a Notice of Appeal with the Second District Appellate Court. On February 3, 2015, the ICC filed motions with the Second District Appellate Court seeking to extend the timecosts incurred for the ICCproject prior to fileMay 21, 2014 were immaterial. ComEd has acquired the record on appeal until afternecessary land rights across the ICC issues its Order on rehearing. The ICC also filed a motion to consolidate those appeals.project route through voluntary transactions. ComEd expects to beginbegan construction of the line in the second quarter ofduring 2015 with an expectedin-service date expected in the second quarter of June 2017.

Utility Consolidated Billing and Purchase of Receivables (Exelon and ComEd). ComEd is required to buy certain RES receivables, primarily residential and small commercial and industrial customers, at the option of the RES, for electric supply service and then include those amounts on ComEd’s bill to customers. Receivables are purchased at a discount to compensate ComEd for uncollectible accounts. ComEd produces consolidated bills for the aforementioned retail customers reflecting charges for electric delivery service and purchased receivables. As of December 31, 2014, the balance of purchased accounts receivable was $139 million. ComEd recovers from RES and customers the costs for implementing and operating the program under an ICC approved tariff. A number of municipalities, including the City of Chicago have switched to RES electric supply. As a result, ComEd experienced a significant increase in the amount of RES receivables it purchased in 2013.

Illinois Procurement Proceedings (Exelon, Generation and ComEd).ComEd is permitted to recover its electricity procurement costs from retail customers without mark-up. Since June 2009, the IPA designs, and the ICC approves, an electricity supply portfolio for ComEd and the IPA administers a competitive process under which ComEd procures its electricity supply from various suppliers, including Generation.

ComEd is required to purchase an increasing percentage of the electricity for customer deliveries from renewable energy resources. Purchases by customers of electricity from competitive generation suppliers, whether as a result of the customers’ own actions or as a result of municipal aggregation, are not included in this calculation and have the effect of reducing ComEd’s purchase obligation.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

ComEd entered into several 20-year contracts with unaffiliated suppliers in December 2010 regarding the procurement of long-term renewable energy and associated RECs in order to meet its obligations under the state’s RPS. All associated costs are recoverable from customers.

On December 18, 2013, the ICC approved the IPA’s 2014-2019 procurement plan, which provided for two separate energy procurements during 2014 to address potential fluctuations in energy due to customers switching between ComEd and competitive electric generation suppliers. During May and September 2014, ComEd conducted energy procurements to meet the IPA’s 2014-2019 procurement plan. On December 17, 2014, the ICC approved the IPA’s 2015-2020 procurement plan. See Note 22—Commitments and Contingencies for additional information on ComEd’s energy commitments.

FutureGen Industrial Alliance, Inc (Exelon and ComEd).During 2013, the ICC approved, and directed ComEd and Ameren (the Utilities) to enter into20-year sourcing agreements with FutureGen Industrial Alliance, Inc (FutureGen), under which FutureGen will retrofit and repower an existing plant in Morgan County, Illinois to a 166 MW near zero emissions coal-fueled generation plant, with an assumed commercial operation date in 2017. TheComEd executed the sourcing agreement provides that ComEd and Ameren will pay FutureGen’s contract prices, which are set annually pursuant to a formula rate. The contract prices are based onwith FutureGen in accordance with the difference between the costs of the facility and the revenues FutureGen receives from selling capacity and energy from the unit into the MISO or other markets, as well as any other revenue FutureGen receives from the operation of the facility.ICC’s order. The order also directsdirected ComEd and Ameren to recover these costs from their electric distribution customers through the use of a tariff, regardless of whether they purchase electricity from ComEd or Ameren, or from competitive electric generation suppliers.

In February 2013, ComEd filed an appeal with the Illinois Appellate Court questioning the legality of requiring ComEd to procure power for retail customers purchasing electricity from competitive electric generation suppliers. On July 22, 2014, the Illinois Appellate Court issued its ruling re-affirming the ICC’s order requiring ComEd to enter into the sourcing agreement with FutureGen and allowing the use of a tariff to recover its costs. ComEd decided not to appeal the Illinois Appellate Court’s decision to the Illinois Supreme Court. However, the competitive electric generation suppliers and several large consumers petitioned for leave to appeal the Illinois Appellate Court’s decision. On November 26, 2014, the Illinois Supreme Court granted the petition. A decision from the Illinois Appellate Court is expected in late 2015.

A significant portion of the cost of the development of FutureGen was being funded by the DOE under the American Recovery and Reinvestment Act of 2009. In early February 2015, the DOE suspended funding for the project until further clarity could be obtained on certain significant hurdles facing the project, including the outcome of the litigation described above. Whether or not the DOE funding will be reinstated at some later date is unknown at this time.

ComEd executed the sourcing agreement with FutureGen in accordance with the ICC’s order. In addition, ComEd filed a petition with the ICC seeking approval of the tariff allowing for the recovery of its costs associated with the FutureGen contract from all of its electric distribution customers, which was approved by the ICC on September 30, 2014. Depending on eventual market conditions and the cost of the facility, the sourcing agreement could have a material adverse impact on Exelon’s and ComEd’s cash flows and financial positions.

See Note 22—Commitments and Contingencies for additional information on ComEd’s energy commitments.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Energy Efficiency and Renewable Energy Resources (Exelon and ComEd). Electric utilities in Illinois are required to include cost-effective energy efficiency resources in their plans to meet an incremental annual program energy savings requirement of 0.2% of energy delivered to retail customersIn February 2015, the DOE suspended funding for the year ended June 1, 2009, which increases annually to 2.0%cost development of energy delivered inFutureGen. On January 13, 2016, FutureGen informed the year commencing June 1, 2015 and each year thereafter. Additionally, duringIllinois Supreme Court that it had ceased all development efforts on the ten-year period that began June 1, 2008, electric utilities must implement cost-effective demand response measures to reduce peak demand by 0.1% overFutureGen project. In February 2016, FutureGen terminated its sourcing agreement with ComEd. On May 19, 2016, the prior year for eligible retail customers. The energy efficiency and demand response goals are subject to rate impact caps each year. Utilities are allowed recovery of costs for energy efficiency and demand response programs, subject to approval byIllinois Supreme Court dismissed the ICC. In January 2014, the ICC approved ComEd’s third three-year Energy Efficiency and Demand Response Plan covering the period June 2014 through May 2017. The plans are designed to meet Illinois’ energy efficiency and demand response goals through May 2017, including reductions in delivered energy to all retail customers and in the peak demand of eligible retail customers.

EIMA provides for additional energy efficiency in Illinois. Starting in the June 2013 through May 2014 period and occurring annually thereafter,matter as part of the IPA procurement plan,moot. As a result, ComEd is to include cost-effective expansion of current energy efficiency programs, and additional new cost-effective and/or third-party energy efficiency programs that are identified through a request for proposal process. All cost-effective energy efficiency programs are included in the IPA procurement plan for consideration of implementation. While these programs are monitored separately from the Energy Efficiency Portfolio Standard (EEPS), funds for both the EEPS portfolio and IPA energy efficiency programs are collected under the same rider.no further obligation under this agreement.

Illinois utilities are required to procure cost-effective renewable energy resources in amounts that equal or exceed 2% of the total electricity that each electric utility supplies to its eligible retail customers. ComEd is also required to acquire amounts of renewable energy resources that will cumulatively increase this percentage to at least 10% by June 1, 2015, with an ultimate target of at least 25% by June 1, 2025. All goals are subject to rate impact criteria set forth by Illinois legislation. As of December 31, 2014, ComEd had purchased sufficient renewable energy resources or equivalents, such as RECs, to comply with the Illinois legislation. ComEd currently retires all RECs upon transfer and acceptance. ComEd is permitted to recover procurement costs of RECs from retail customers without mark-up through rates. See Note 22—Commitments and Contingencies for information regarding ComEd’s future commitments for the procurement of RECs.

Pennsylvania Regulatory Matters

20102015 Pennsylvania Electric and Natural Gas Distribution Rate CasesCase (Exelon and PECO).On March 27, 2015, PECO filed a petition with the PAPUC requesting an increase of $190 million to its annual service revenues for electric delivery, which requested an ROE of 10.95%. On September 10, 2015, PECO and interested parties filed with the PAPUC a petition for joint settlement for an increase of $127 million in annual distribution service revenue. No overall ROE was specified in the settlement. On December 16, 2010,17, 2015, the PAPUC approved the settlement of PECO’s electric and natural gas distribution rate cases,case, which were filed in March 2010, providing increases in annual service revenueincluded the approval of $225 million and $20 million, respectively. The electric settlement provides for recovery of PJM transmission service costs on a full and current basis through a rider.theIn-Program Arrearage Forgiveness (“IPAF”) Program. The approved electric and natural gas distributiondelivery rates became effective on January 1, 2011.2016.

In addition,The IPAF Program provides for forgiveness of a portion of the settlements included a stipulation regarding how tax benefits relatedeligible arrearage balance of itslow-income Customer Assistance Program (CAP) accounts receivable at program inception. The forgiveness will be granted to the application of any new IRS guidance on repairs deduction methodology are to be handled from a rate-making perspective. The settlements require thatextent CAP customers remain current over the expected cash benefit from the application of any new guidance to tax years prior to 2011 be refunded to customers over a seven-year period. On August 19, 2011, the IRS issued Revenue Procedure 2011-43 providing a safe harbor method of tax accounting for electric transmission and distribution property. PECO adopted the safe harbor and

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

elected a method change for the 2010 tax year. The expected total refund to customers for the tax cash benefit from the applicationduration of the safe harbor to costs incurred prior to 2010 is $171 million. On October 4, 2011, PECO filed a supplement to its electric distribution tariff to execute the refund to customersfive-year payment agreement term. The Settlement guarantees PECO’s recovery oftwo-thirds of the tax cash benefit related toarrearage balance through a combination of customer payments and rate recovery, including through future rates cases if necessary. The remainingone-third of the IRC Section 481(a) “catch-up” adjustment claimedarrearage balance has been absorbed by PECO through bad debt expense on its Consolidated Statements of Operations. In October 2016, the 2010 income tax return, which is subject to adjustment based on the outcomeIPAF was fully implemented. A regulatory asset of IRS examinations. Credits have been reflected in customer bills since January 1, 2012.

In September 2012, PECO filed an application$11 million representing previously incurred bad debt expense associated with the IRS to change its methodeligible accounts receivable balances was recorded as of accounting for gas distribution repairs for the 2011 tax year. The expected total refund to customers for the tax cash benefit from the application of the new method to costs incurred prior to 2011 is $54 million. This amount is subject to adjustment based on the outcome of IRS examinations. Credits have been reflected in customer bills since January 1, 2013. PECO currently anticipates that the IRS will issue guidance during 2015 providing a safe harbor method of accounting for gas transmission and distribution property.December 31, 2016.

The prospective tax benefits claimed as a result of the new methodology will be reflected in tax expense in the year in which they are claimed on the tax return and will be reflected in the determination of revenue requirements in the next electric and natural gas distribution rate cases. See Note 14—Income Taxes for additional information.

The 2010 electric and natural gas distribution rate case settlements did not specify the rate of return upon which the settlement rates are based, but rather provided for an increase in annual revenue. PECO has not filed a transmission rate case since rates have been unbundled.

Pennsylvania Procurement Proceedings (Exelon and PECO). Through PECO’s first two PAPUC approved DSP Program, under which PECO was providing default electric service, had a 29-month term that ended May 31, 2013. On October 12, 2012, the PAPUC issued its Opinion and Order approving PECO’s second DSP Program, which was filed with the PAPUC in January 2012. The program, which has a 24-month term from June 1, 2013 through May 31, 2015, complies with electric generation procurement guidelines set forth in Act 129. Under the DSP Programs, PECO is permitted to recover its electric procurement costs from retail default service customers without mark-up through the GSA. The GSA provides for the recovery of energy, capacity, ancillary costs and administrative costs and is subject to adjustments at least quarterly for any over or under collections. In addition, PECO’s second DSP Program provides for the recovery of AEPS compliance costs through the GSA rather than a separate AEPS rider.

In the second DSP Program, PECO procured electric supply for its default electric customers through fivePAPUC approved competitive procurements. The load for the residentialDSP I and smallDSP II expired on May 31, 2013 and medium commercial classes is served through competitively procured fixed price, full requirements contracts of two years or less. For the large commercial and industrial class load, PECO has competitively procured contracts for full requirements default electric generation with the price for energy in each contract set to be the hourly price of the spot market during the term of delivery. PECO entered into contracts with PAPUC approved bidders, including Generation, for its five competitive procurements. Charges incurred for electric supply procured through contracts with Generation are included in purchased power from affiliates on PECO’s Statement of Operations and Comprehensive Income.May 31, 2015, respectively.

In addition, theThe second DSP Program includesincluded a number of retail market enhancements recommended by the PAPUC in its previously issued Retail Markets Intermediate Work Plan Order. PECO was also directed to submit a plan to allow itslow-income Customer Assistance Program (CAP) CAP customers to purchase their generation supply from EGSs beginning in April 2014. OnIn May 1, 2013,

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

PECO filed its CAP Shopping Plan with the PAPUC. By an Order entered on January 24, 2014, the PAPUC approved PECO’s plan, with modifications, to make CAP shopping available beginning April 15, 2014. On March 20, 2014, the Office of Consumer Advocate (OCA) andlow-income advocacy groups filed an appeal and emergency request for a stay with the Pennsylvania Commonwealth Court, claiming that the PAPUC-ordered CAP Shopping plan does not contain sufficient protections forlow-income customers. On March 28, 2014,July 14, 2015, the Commonwealth Court issued opinions on the requested stay, pendingOCA andlow-income advocacy group appeal. Specifically, the Court remanded the issue to the PAPUC with instructions that it approve a full reviewrule revision to the PECO CAP Shopping Plan that would prohibit CAP customers from entering into contracts with an EGS that would impose early cancellation/termination fees. The PAPUC, as well as thelow-income advocates and the Office of Consumer Advocate, appealed the appeal. PendingCourt’s decision. On April 5, 2016, the CommonwealthPennsylvania Supreme Court declined to accept the appeals. On May 11, 2016, the PAPUC issued a Secretarial Letter requiring PECO to propose a rule revision to the PECO CAP Shopping Plan consistent with the Court’s review,decision. On July 19, 2016, PECO will not implement CAP Shopping. The Commonwealthfiled a letter stating its intent to revise its Plan by September 1, 2016 to incorporate the rule revision. On September 1, 2016, PECO filed its proposed rule revision that is consistent with the Court’s decision is expectedopinion with a proposed effective date of April 14, 2017.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in 2015.millions, except per share data unless otherwise noted)

 

On March 10,December 4, 2014, PECO filed itsthe PAPUC approved PECO’s third DSP Program with the PAPUC.Program. The program has a24-month term from June 1, 2015 through May 31, 2017, and complies with electric generation procurement guidelines set forth in Act 129. On August 28, 2014,Under the program, PECO filed a Joint Petition for Partial Settlement, which affirmed PECO’s procurement plan for Residential and Small Commercial customers. On December 4, 2014, the PAPUC approved PECO’s third DSP Program, as modified by the Joint Petition for Partial Settlement, without modification or limitation. Separate from the Joint Petition for Partial Settlement, the PAPUC also approved other items related to the program. The plan outlines how PECO will purchase electric supply for default service customers. PECO will procureprocured electric supply through four competitive procurements for fixed price full requirements contracts of two years or less for the residential classes and small and medium commercial classes and spot market price full requirement contracts for the large commercial and industrial class load. Beginning in June 2016, the medium commercial class(101-500 kW) moved to spot market pricing. In September 2016, PECO entered into contracts with PAPUC-approved bidders, including Generation, resulting from the final of its four scheduled procurements. Charges incurred for electric supply procured through contracts with Generation are included in purchased power from affiliates on PECO’s Consolidated Statement of Operations and Comprehensive Income.

On March 12, 2015, PECO settled the CAP Design with the Office of Consumer Advocates (OCA) and Low Income Advocates, and filed the proposed plan with the PAPUC on March 20, 2015. The program design changes the rate structure of PECO’s CAP to make the bills more affordable to customers enrolled in the assistance program. The CAP discounts continue to be recovered through PECO’s universal service fund cost. On July 8, 2015, the CAP Design was approved by the PAPUC, and subsequently implemented in October 2016 as planned.

On March 17, 2016, PECO filed its fourth DSP Program with the PAPUC proposing a24-month term from June 1, 2017 through May 31, 2019, in compliance with electric generation procurement guidelines set forth in Act 129. On October 4, 2016, the Administrative Law Judge recommended that PECO’s previously filed partial settlement be approved without modification. The settlement would extend the program period through May 2021 and consolidate the Medium Commercial and Large Commercial classes of default service customers into a Consolidated Large Commercial Class proposed by the Company. The issue of PECO’s implementation of CAP Shopping was reserved for briefing, and the Administrative Law Judge determined that issue was not a part of the DSP IV case. On December 8, 2016, the PAPUC approved the fourth DSP Program for a48-month term and deferred CAP Shopping to another proceeding. OCA and Low Income Advocates subsequently filed a Petition for Reconsideration and Clarification, which is pending before the PAPUC.

Smart Meter and Smart Grid Investments (Exelon and PECO). PursuantIn April 2010, pursuant to Act 129 and thefollow-on Implementation Order of 2009, in April 2010, the PAPUC approved PECO’s Smart Meter Procurement and Installation Plan (SMPIP), under which PECO will install more than 1.6 million electric smart meters and an AMI communication network by 2020. The first phase of PECO’s SMPIP, which was completed on June 19, 2013, includedAs approved by the PAPUC, PECO accelerated its installation of an AMI communications network and the deployment of 600,000deployed substantially all smart meters to communicate with that network. On Mayby December 31, 2013, PECO and interested parties filed a Joint Petition for Settlement of the universal deployment plan with the PAPUC which was approved without modification on August 15, 2013. The Joint Petition for Settlement supports all material aspects of PECO’s universal deployment plan, including cost recovery, excluding certain amounts discussed below. Universal deployment is the second phase of PECO’s SMPIP, under which PECO will deploy all of the remaining smart meters,2015, for a total of 1.7 million smart meters, on an accelerated basis by the second quarter of 2015. In total,meters. PECO currently expects to spend up to $583 million, excluding the cost of the original meters (as further described below), on its smart meter infrastructure and approximately $155 million on smart grid investments through final deployment of which $200 million has been funded by SGIG as discussed below. As of December 31, 2014, PECO has spent $540$578 million and $119$155 million on smart meter and smart grid infrastructure, respectively, not including the DOE reimbursements received.

Pursuant to the ARRA of 2009, PECO and the DOE entered into a Financial Assistance Agreement to extend PECOwhich $200 million in non-taxable SGIG fundshas been funded by SGIG. Recovery of which $140 million relates to smart meter deployment and $60 million relates to smart grid infrastructure. As part of the agreement, the DOE has a conditional ownership interestcosts are reflected in qualifying Federally-funded project property and equipment, which is subordinate to PECO’s existing mortgage. The SGIG funds were used by PECO to offset the total impact to ratepayers of the smart meter deployment required by Act 129. As of the third quarter of 2014, PECO received all of the $200 million, including $4 million for sub-recipients, in reimbursements. On October 15, 2014, the DOE issued a Close Out of Post-Award Project Cost Verification Audit, in which it was determined that PECO fully met its required cost share, and the audit was closed with no further action required.

base rates effective January 1, 2016.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

On August 15, 2012, PECO suspended installation of smart meters for new customers based on a limited number of incidents involving overheating meters. Following its own internal investigation and additional scientific analysis and testing by independent experts completed after September 30, 2012, PECO announced its decision to resume meter deployment work on October 9, 2012. PECO has replaced the previously installed meters with an alternative vendor’s meters. PECO is moving forward with the alternative meters during universal deployment and continues to evaluate meters from several vendors and may use more than one meter vendor during universal deployment.

Following PECO’s decision, as of October 9, 2012 PECO will no longer use the original smart meters. For the meters that will no longer be used, the accounting guidance requires that any difference between the carrying value and net realizable value be recognized in the current period’s earnings, before considering potential regulatory recovery. The cost of the original meters, including installation and removal costs, owned by PECO was approximately $17 million, net of approximately $16 million of reimbursements from the DOE and approximately $2 million of depreciation. PECO requested and received approval from the DOE that the original meters continue to be allowable costs and that any agreement with the vendor will not be considered project income. In addition, PECO remained eligible for the full $200 million in SGIG funds. On August 15, 2013, PECO entered into an agreement with the original vendor, which was part of the final agreement discussed below, under which PECO transferred the original uninstalled meters to the vendor and will receive $12 million in return. On January 23, 2014, PECO entered a final agreement with the vendor pursuant to which PECO will be reimbursed for amounts incurred for the original meters and related installation and removal costs, via cash payments and rebates on future purchases of licenses, goods and services primarily through 2017. PECO previously had intended to seek regulatory rate recovery in a future filing with the PAPUC of amounts not recovered from the vendor. As PECO believed such costs were probable of rate recovery based on applicable case law and past precedent on reasonably and prudently incurred costs, a regulatory asset was established at the time of the removals. Pursuant to the January 23, 2014, vendor agreement, PECO reclassified the regulatory asset balance as a receivable, which has been fully collected, with no gain or loss impacts on future results of operations. On March 14, 2014, PECO filed its quarterly smart meter recovery surcharge with the PAPUC which included PECO’s proposed treatment of the final agreement with the vendor. On March 27, 2014, the PAPUC approved the surcharge as proposed by PECO.

Energy Efficiency Programs (Exelon and PECO). PECO’s PAPUC-approved Phase I EE&C Plan had a four-year term that began on June 1, 2009 and concluded on May 31, 2013. The Phase I plan set forth how PECO would meet the required reduction targets established by Act 129’s EE&C provisions, which included a 3% reduction in electric consumption in PECO’s service territory and a 4.5% reduction in PECO’s annual system peak demand in the 100 hours of highest demand by May 31, 2013.

The peak demand period ended on September 30, 2012 and PECO communicated its compliance with the reduction targets in a preliminary filing with the PAPUC on March 1, 2013. The final compliance report for all Phase I targets, was filed with the PAPUC on November 15, 2013.

On March 29, 2013, PECO filed a Petition with the PAPUC to change the recovery period of certain Direct Load Control (DLC) Program costs necessary to implement the Phase I Plan. The Petition sought approval to allow PECO to recover $12 million in equipment, installation and information technology costs for its Residential DLC program with the amounts collected for the Phase I Plan. As the Phase I Plan was implemented at a cost less than originally budgeted, PECO proposed to recover these expenses from its Phase I Energy Efficiency Program Charge over-

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

collection consistent with PAPUC guidance to recover all Phase I costs through Phase I funding. The PAPUC approved PECO’s Petition on May 9, 2013. A regulatory liability was established for the DLC program costs that will be amortized as a credit to the income statement to offset the related depreciation expense during the same period.

The PAPUC issued its Phase II EE&C implementation order on August 2, 2012, that providesprovided energy consumption reduction requirements for the second phase of Act 129’s EE&C programs,program, which went into effect on June 1, 2013. The order tentatively established PECO’s three-year cumulative consumption reduction target at 1,125,852 MWh, which was reaffirmed by the PAPUC on December 5, 2012.

Pursuant to the Phase II implementation order, PECO filed its three-year EE&C Phase II planPlan with the PAPUC on November 1, 2012. The plan setsset forth how PECO willwould reduce electric consumption by at least 1,125,852 MWh in its service territory for the period June 1, 2013 through May 31, 2016, adjusted for weather and extraordinary loads. The implementation order permitspermitted PECO to apply any excess savings achieved during Phase I against its Phase II consumption reduction targets, with no reduction to its Phase II budget. In accordance with the Act 129 Phase II implementation order, at least 10% and 4.5% of the total consumption reductions musthad to be through programs directed toward PECO’s public

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

and low income sectors, respectively. If PECO fails to achieve the required reductions in consumption, it will be subject to civil penalties of up to $20 million, which would not be recoverable from ratepayers. Act 129 mandates that the total cost of the plan may not exceed 2% of the electric company’s total annual revenue as of December 31, 2006.

On March 15, 2013 and February 28, 2014, PECO filed a PetitionPetitions for Approval to amend its EE&C Phase II Plan to continue its DLC demand reduction program for mass market customers from June 1, 2013 tothrough May 31, 2014. PECO proposed to fund the estimated $10 million costs of the one-year program by modifying incentive levels for other Phase II programs. On May 9, 2013, the PAPUC approved PECO’s amended EE&C Phase II plan. The costs of DLC program will be recovered through PECO’s Energy Efficiency Program Charge along with all other Phase II Plan costs.

On November 14, 2013, the PAPUC issued a Tentative Order on Act 129 demand reduction programs which seeks comments on a proposed demand response program methodology for future Act 129 demand reduction programs as well as demand response potential2014 and wholesale prices suppression studies. In its February 20, 2014 Final Order, the PAPUC stated that it does not expect to make a decision as to whether it will prescribe additional demand response obligations until 2015. Any decision reached would affect PECO’s EE&C Plan subsequent to its Phase II Plan.

On February 28, 2014, PECO filed a Petition for Approval to amend its EE&C Phase II Plan to continue its DLC demand reduction program for mass market customers from June 1, 2014 to May 31, 2016.2016, respectively. PECO proposed to fund the estimated $10 million annual costs of the programplan by modifying incentive levels for other Phase II programs. The costs of the DLC program will bewere recovered through PECO’s Energy Efficiency Program ChargePlan surcharge along with other Phase II Plan costs. In anThe PAPUC granted PECO’s Petitions on May 5, 2013 and April 23, 2014, Tentative Order,respectively. On November 15 2016, PECO reported to the PAPUC grantedthat as of the conclusion of the EE&C Phase II Plan, all plan requirements have been met. A final Phase II compliance determination is expected to be issued in the first half of 2017.

On June 19, 2015, the PAPUC issued its Phase III EE&C implementation order that provides energy consumption reduction requirements for the third phase of Act 129’s EE&C program with a five-year term from June 1, 2016 through May 31, 2021.

Pursuant to the Phase III implementation order, PECO filed its five-year EE&C Phase III Plan with the PAPUC on November 30, 2015. The Plan sets forth how PECO will reduce electric consumption by at least 1,962,659 MWh, with a goal of 2,100,875 MWh in its service territory for the period June 1, 2016 through May 31, 2021. The PAPUC approved PECO’s Petition. The Order became finalEE&C Phase III Plan, with requested clarifications, on May 5, 2014.19, 2016.

Alternative Energy Portfolio Standards (Exelon and PECO). In November 2004, Pennsylvania adopted the AEPS Act. The AEPS Act mandated that beginning in 2011, following the expiration of PECO’s rate cap transition period, certain percentages of electric energy sold to Pennsylvania retail electric customers shall be generated from certain alternative energy resources as measured in AECs. The requirement for electric energy that must come from Tier I alternative energy resources ranges

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

from approximately 3.5% to 8%, and the requirement for Tier II alternative energy resources ranges from 6.2% to 10%. The required compliance percentages incrementally increase each annual compliance period, which is from June 1 through May 31, until May 31, 2021. These Tier I and Tier II alternative energy resources include acceptable energy sources as set forth in Act 129 and the AEPS Act.

PECO has entered into five-yearcontinues to procure alternative energy credits through full requirements contracts and ten-year agreements with accepted bidders, including Generation, totaling 452,000 non-solar and 8,000its existing long-term solar Tier I AECs annually in accordance with a PAPUC approved plan. The plan allowed PECO to bank AECs procured prior to 2011 and use the banked AECscontracts to meet itsthe annual AEPS Act obligations over two compliance years ending May 2013. The PAPUC also approved the procurement of Tier II AECs and supplemental AECs as well as the sale of excess AECs through independent third-party auctions or brokers.

requirements. All AEPS administrativecompliance costs and costs of AECs are being recovered on a full and current basis from default service customers through a surcharge.

PECO’s second DSP Program eliminated the AEPS surcharge. Beginning in June 2013, AEPS compliance costs are being recovered through the GSA.

Pennsylvania Retail Electricity and Gas Markets (Exelon and PECO).Beginning in 2011, the PAPUC issued an order outlining the next steps in its investigation into the status of competition in Pennsylvania’s retail electricity market. The PAPUC found that the existing default service model presents substantial impediments to the development of a vibrant retail market in Pennsylvania and directed its Office of Competitive Markets Oversight to evaluate potential intermediate and long-term structural changes to the default service model. Through various orders, the PAPUC issued default electric service pricing for customers in PECO’s service territory. See Pennsylvania procurement proceedings discussed above for additional details.

In early 2014, the extreme weather in PECO’s service territory resulted in increased electricity commodity costs causing certain shopping customers to receive unexpectedly high utility bills. In response to a significant number of customer complaints throughout Pennsylvania, on April 3, 2014,

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

the PAPUC unanimously voted to adopt two rulemaking orders to address the issue. The first rulemaking order requires electric generation suppliers to provide more consumer education regarding their contract. The second rulemaking order requires electric distribution companies to enable customers to switch suppliers within three business days (known as accelerated switching). The improved customer education and accelerated switching were to be in place within 30 days and six months of approval of the orders, respectively. The orders became final on June 14, 2014. On December 4, 2014, the PAPUC approved PECO’s implementation plan (known as Bill on Supplier Switch), allowing PECO to implement accelerated switching by the December 15, 2014 deadline.

On September 12, 2013, the PAPUC issued an Order that initiated an investigation into Pennsylvania’s natural gas retail market, including the role of the existing default service model and opportunities for market enhancements. On December 18, 2014, the PAPUC issued a Final Order directing the Office of Competitive Market Oversight (OCMO) to continue its investigation, confirming that natural gas distribution companies should remain with the default service model for the time being and directing establishment of a working group to examine other competitive issues. CommentsThe OCMO has established a working group to review operation of the natural gas retail market and to consider potential recommendations on the Final Order were due on February 2, 2015. PECO will continue to monitor the Order and assess compliance, as necessary.

competitive issues.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Pennsylvania Act 11 of 2012 (Exelon and PECO). OnIn February 13, 2012, Act 11 was signed into law, bywhich provided the Governor. Act 11 seeks to clarify the PAPUC’sPAPUC authority to approve alternative ratemaking mechanisms, which would allow for the implementation of a distribution system improvement charge (DSIC) in rates designed to recover capital project costs incurred to repair, improve or replace utilities’ aging electric and natural gas distribution systems in Pennsylvania. Act 11 also includesPrior to recovering costs pursuant to a provision that allows utilities to use a fully projected future test year under whichDSIC, the PAPUC may permit the inclusion of projected capital costs in rate base for assets that will be placed in service during the first year rates are in effect. On August 2, 2012, the PAPUC issued a Final Order establishing rules and procedures to implement the ratemaking provisions of Act 11. ThePAPUC’s implementation order requires a utility to have a long-term infrastructure improvement planLong Term Infrastructure Improvement Plan (LTIIP) approved by the Commission, which outlines how the utility is planning to increase its investment for repairing, improving or replacing aging infrastructure, approved by the Commission prior to implementing a DSIC. infrastructure.

On May 9, 2013,7, 2015, the PAPUC approved PECO’s LTIIP for itsmodified natural gas operations, which was filed on February 8, 2013. On February 5, 2015, PECO filed a petition to modify its approved Gas LTIIPLTIIP. In accordance with the PAPUC. If approved the modification would allowLTIIP, PECO plans to spend $534 million through 2022 to further accelerate the replacement of existing gas mains and also included a plan for the relocation ofto relocate meters from indoors to outside in accordance with a recent PAPUC rulemaking. In addition, on March 20, 2015, PECO filed a petition with the PAPUC for approval of its gas DSIC mechanism for recovery of gas LTIIP expenditures. On September 11, 2015, the PAPUC entered its Opinion and Order approving PECO’s petition for a gas DSIC.

On March 27, 2015, PECO filed a petition with the PAPUC for approval of its proposed electric DSIC and LTIIP. In accordance with the LTIIP (System 2020 plan), PECO plans to spend $275 million over the next five years to modernize and storm-harden its electric distribution system, making it more weather resistant and less vulnerable to damage. The DSIC will allow PECO the opportunity to recover the costs, subject to certain criteria, incurred to repair, improve or replace its electric distribution property between rate cases. On October 22, 2015, the PAPUC entered its Opinion and Order approving PECO’s proposed petition for its electric LTIIP and DSIC.

Maryland Regulatory Matters

2016 Maryland Electric Distribution Base Rates (Exelon, PHI and Pepco).On November 15, 2016, the MDPSC approved an increase in electric distribution base rates of $53 million based on a ROE of 9.55%. The new rates became effective for services rendered on or after November 15, 2016. MDPSC also approved Pepco’s recovery of substantially all of its capital investment and regulatory assets associated with its AMI program as part of the newly effective rates as well as a recovery over a five-year period of transition costs related to a new billing system implemented in 2015. As a result,

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

during the fourth quarter of 2016, Exelon, PHI and Pepco established a regulatory asset of $13 million,wrote-off $3 million in disallowed AMI costs and recorded apre-tax credit to net income for $10 million. Additionally, the MDPSC denied Pepco’s request to extend its Grid Resiliency Program surcharge for new system reliability and safety improvement projects, with costs for such programs to be recovered going forward through base rates.

2016 Maryland Regulatory MattersElectric Distribution Base Rates (Exelon, PHI and DPL). On July 20, 2016, DPL filed an application with the MDPSC requesting an increase of $66 million to its electric distribution base rates, which was later updated to $57 million, based on a requested ROE of 10.6%. The application is inclusive of a request seeking recovery of DPL’s regulatory assets associated with its AMI program over a five year period, which was later modified to 10 years, supported by evidence demonstrating that the benefits of the AMI program exceed the costs on a present value basis. Any adjustments to rates approved by the MDPSC are expected to take effect in February 2017. DPL cannot predict how much of the requested increase the MDPSC will approve. In addition to the proposed rate increase, DPL is proposing to continue its Grid Resiliency Program initially approved in September 2013 in connection with DPL’s electric distribution rate case filed in February 2013. Under the Grid Resiliency Program, DPL is authorized to receive recovery of specific investments as the assets are placed in service through the Grid Resiliency Charge. In connection with the Grid Resiliency Program, DPL proposes to accelerate improvement to priority feeders and install single-phase reclosing fuse technology by investing $4.6 million a year for two years for a total of $9.2 million. DPL cannot predict whether the MDPSC will approve a continuation of DPL’s Grid Resiliency Program proposal.

2015 Maryland Electric and Natural Gas Distribution Base Rates (Exelon and BGE).On November 6, 2015, and as amended through the course of the proceeding, BGE filed for electric and natural gas base rate increases with the MDPSC, ultimately requesting annual increases of $116 million and $78 million, respectively, of which $104 million and $37 million were related to recovery of electric and natural gas smart grid initiative costs, respectively. BGE also proposed to recover an annual increase of approximately $30 million for Baltimore City underground conduit fees through a surcharge.

On June 3, 2016, the MDPSC issued an order in which the MDPSC found compelling evidence to conclude that BGE’s smart grid initiative overall was cost beneficial to customers. However, the June 3 order contained several cost disallowances and adjustments, including not allowing BGE to defer or recover through a surcharge the $30 million increase in annual Baltimore City underground conduit fees. On June 30, 2016, BGE filed a petition for rehearing of the June 3 order requesting that the MDPSC modify its order to reverse certain decisions including the decision associated with the Baltimore City underground conduit fees. OPC also subsequently filed for a petition for rehearing of the June 3 order.

On July 29, 2016, the MDPSC issued an order on the petitions for rehearing that reversed certain of its prior cost disallowances and adjustments related to the smart grid initiative. Through the combination of the orders, the MDPSC authorized electric and natural gas rate increases of $44 million and $48 million, respectively, and an allowed ROE for the electric and natural gas distribution businesses of 9.75% and 9.65%, respectively. The new electric and natural gas base rates took effect for service rendered on or after June 4, 2016. However, MDPSC’s July 29 order on the petition on rehearing still did not allow BGE to defer or recover through a surcharge the increase in Baltimore City underground conduit fees.

On August 26, 2016, BGE filed an appeal of the MDPSC’s orders with the Circuit Court for Baltimore County. On August 29, 2016, the residential consumer advocate also filed an appeal of the

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

MDPSC’s order but with the Circuit Court for Baltimore City. On November 15, 2016, Baltimore County Circuit Court issued an order deciding that the cases should be consolidated and should proceed in Baltimore County Circuit Court. However, on January 9, 2017, BGE filed to withdraw its appeal of the MDPSC’s orders and on January 10, 2017, the residential consumer advocate filed to withdraw its appeal as well. Refer to the Smart Meter and Smart Grid Investment disclosure below for further details on the impact of the ultimate disallowances contained in the orders to BGE.

Cash Working Capital Order (Exelon and BGE).On November 17, 2016, the MDPSC rendered a decision in the proceeding to review BGE’s request to recover its cash working capital (CWC) requirement for its Provider of Last Resort service, also known as Standard Offer Service (SOS), as well as other components that make up the Administrative Charge, the mechanism that enables BGE to recover all of itsSOS-related costs. The Administrative Charge is now comprised of five components: CWC, uncollectibles, incremental costs, return, and an administrative adjustment, which is an adder to the utility’s SOS rate to act as a proxy for retail suppliers’ costs. The Commission accepted BGE positions on recovery of CWC and pass-through recovery of BGE’s actual uncollectibles and incremental costs. The order also grants BGE a modest return on the SOS. The Commission ruled that the level of the administrative adjustment will be determined in BGE’s next rate case. On December 16, 2016, MDPSC Staff requested clarification concerning the amount of return on the SOS awarded to BGE and on December 19, 2016, the residential consumer advocate sought rehearing of the return awarded. On January 24, 2017, the MDPSC issued an order denying the MDPSC Staff request for clarification and the residential consumer advocate request for rehearing.

2014 Maryland Electric and Gas Distribution Rate CaseBase Rates (Exelon and BGE).On July 2, 2014, and as amended on September 15, 2014, BGE filed for electric and gas base increases with the MDPSC, ultimately requesting increases of $99 million and $68 million, respectively.

On October 17, 2014, BGE filed with the MDPSC a unanimous settlement agreement (the Settlement Agreement) reached with all parties to the case under which it would receive an increase of $22 million in electric base rates and an increase of $38 million in gas base rates. The Settlement Agreement establishes new depreciation rates which have the effect of decreasing annual depreciation expense by approximately $20 million, primarily for electric. On December 4, 2014, the Public Utility Law Judge issued a proposed order approving the Settlement Agreement without modification, which became a final order on December 12, 2014. The approved distribution rate order authorizing BGE to increase electric and gas distribution rates became effective for services rendered on or after December 15, 2014.

Smart Meter and Smart Grid Investments (Exelon and BGE). In August 2010, the MDPSC approved a comprehensive smart grid initiative for BGE that included the planned installation of 2 million residential and commercial electric and natural gas smart meters at an expected total cost of $480 million of which $200 million was funded by SGIG. The MDPSC’s approval ordered BGE to defer the associated incremental costs, depreciation and amortization, and an appropriate return, in a regulatory asset until such time as a cost-effective advanced metering system is implemented. Refer to AMI programs in the Regulatory Assets and Liabilities section below for further details.

As part of the 2015 electric and natural gas distribution rate case filed on November 6, 2015, BGE sought recovery of its smart grid initiative costs, supported by evidence demonstrating that BGE had, in fact, implemented a cost-beneficial advanced metering system. On June 3, 2016, the MDPSC issued an order concluding that the smart grid initiative overall is cost beneficial to its customers. However, the June 3 order contained several cost disallowances and adjustments including disallowances of certain program and meter installation costs and denial of recovery of any return on unrecovered costs for

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

non-AMI meters replaced under the program. On June 30, 2016, BGE filed a petition for rehearing of the June 3 order requesting that the MDPSC modify its order to reverse certain decisions and change certain of the cost disallowances and adjustments to enable BGE to defer those costs for recovery through future electric and natural gas rates. The residential consumer advocate also subsequently filed for a petition for rehearing of the June 3 order. On July 29, 2016, the MDPSC issued an order on the petitions for rehearing that reversed certain of its prior cost disallowances and adjustments related to the smart grid initiative. On August 26, 2016, BGE filed an appeal of the MDPSC’s orders with the Circuit Court for Baltimore County. On August 29, 2016, the residential consumer advocate also filed an appeal of the MDPSC’s order but with the Circuit Court for Baltimore City. On November 15, 2016, Baltimore County Circuit Court issued an order deciding that the cases should be consolidated and should proceed in Baltimore County Circuit Court. However, on January 9, 2017, BGE filed to withdraw its appeal of the MDPSC’s orders and on January 10, 2017, the residential consumer advocate filed to withdraw its appeal as well.

As a combined result of the MDPSC orders, BGE recorded a $52 million charge to Operating and maintenance expense in Exelon’s and BGE’s Consolidated Statements of Operations and Comprehensive Income reducing certain regulatory assets and other long-lived assets. Pursuant to the combined MDPSC orders, BGE also reclassified $54 million ofnon-AMI plant costs from Property, plant and equipment, net to Regulatory assets on Exelon’s and BGE’s Consolidated Balance Sheets as of December 31, 2016.

2013 Maryland Electric and Gas Distribution Rate CaseBase Rates (Exelon and BGE). On May 17, 2013, and as amended on August 23, 2013, BGE filed for electric and natural gas base increases with the MDPSC, ultimately requesting increases of $83 million and $24 million, respectively.MDPSC. In addition to these requested rate increases, BGE’s application includesalso included a request for recovery of incremental capital expenditures and operating costs associated with BGE’s proposed short-term reliability improvement plan (the “ERI initiative”)ERI initiative) in response to a MDPSC order through a surcharge separate from base rates.

On December 13, 2013, the MDPSC issued an order in BGE’s 2013 electric and natural gas distribution rate case for increases in annual distribution service revenue of $34 million and $12 million, respectively, and an allowed return on equity of 9.75% and 9.60%, respectively. Rates became effective for services rendered on or after December 13, 2013. The MDPSC also authorizedauthorizing BGE to recover through a surcharge mechanism costs associated with five ERI initiative programs designed to accelerate electric reliability improvements premised upon the condition that the MDPSC approve specific projects in advance of cost recovery. On MarchAs of December 31, 2014, after reviewing comments filed by the parties and conducting a hearing on the matter, the MDPSC approved all but one project proposed

Combined Notes2016, BGE has received approval of its updated surcharge filings three times for rates to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

for completionbe effective in 2014, as part of the ERI initiative. The ERI initiative surcharge became effective June 1, 2014. On November 3, 2014, BGE filed a surcharge update including a true-up of cost estimates included in the 2014 surcharge, along with its work plan2015 and cost estimates for 2015, to be included in the 2015 surcharge. At its December 17, 2014 weekly Administrative Meeting, the MDPSC approved BGE’s 2014 annual report, 2015 work plan and the 2015 surcharge.

2016.

In January 2014, the residential consumer advocate in Maryland filed an appeal to the order issued by the MDPSC on December 13, 2013 in BGE’s 2013 electric and natural gas distribution rate cases. The residential consumer advocate filed its related legal memorandum on August 22, 2014, challenging the MDPSC’s approval of the ERI initiative surcharge. BGE submitted a response to the appeal on October 15, 2014, and a hearing was held on November 17, 2014. BGE cannot predictOn October 26, 2015, the outcome of this appeal. IfCircuit Court for Baltimore City issued an order affirming the MDPSC decision. However, on November 30, 2015, the residential consumer advocate’s appeal is successful, BGE could recover ERI expenditures through other regulatory mechanisms.

2012 Maryland Electric and Gas Distribution Rate Case (Exelon and BGE). On July 27, 2012, BGEadvocate filed an application for increases to its electric and gas base ratesappeal of the Circuit Court’s decision with the MDPSC.Maryland Court of Special Appeals. On February 22, 2013,March 7, 2016, the consumer advocate withdrew its appeal and no further action is expected.

MDPSC New Generation Contract Requirement (Exelon, Generation, BGE, PHI, Pepco and DPL).On April 12, 2012, the MDPSC issued an order for increasesthat requires BGE, Pepco and DPL (collectively, the Contract EDCs) to negotiate and enter into a contract with the winning bidder of a competitive bidding process to build one new power plant in annual distribution service revenuethe range of $81 million and $32 million, respectively, and an allowed return on equity of 9.75% and 9.60%, respectively. The rates became effective for services rendered on or after February 23, 2013. As part650 to 700 MWs beginning in 2015, in amounts proportional to their relative SOS loads. Under the terms of the rate order, the MDPSC approved both recovery of and return on the merger integration costs, including severance, incurred during the test year for the Exelon and Constellation merger. Aswinning bidder was to construct a result, the order affirmed the treatment of $20 million of severance-related costs that BGE had recorded as a regulatory asset661 MW naturalgas-fired combined cycle generation plant in 2012, consistentWaldorf, Maryland, with prior MDPSC decisions. Additionally, BGE established a new regulatory asset of $8 million related to non-severance merger integration costs, which includes $6 million of costs incurred during 2012. Current MDPSC treatment of these merger integration regulatory assets is to provide recovery over a five year period.

2011 Maryland Electric and Gas Distribution Rate Case (Exelon and BGE). In March 2011, the MDPSC issued a comprehensive rate order setting forth the details of the decision contained in its abbreviated electric and gas distribution rate order issued in December 2010. As part of the March 2011 comprehensive rate order, BGE was authorized to defer $19 million of costs as regulatory assets. These costs are being recovered over a 5-year period that began in December 2010 and include the deferral of $16 million of storm costs incurred in February 2010. The regulatory asset for the storm costs earns a regulated rate of return.

Smart Meter and Smart Grid Investments (Exelon and BGE). In August 2010, the MDPSC approved a comprehensive smart grid initiative for BGE that included the planned installation of 2 million residential and commercial electric and gas smart meters at an expected total cost of $480 million of which $200 million was recovered through a grant from the DOE. The MDPSC’s approval ordered BGE to defer the associated incremental costs, depreciation and amortization, and an appropriate return, in a regulatory asset until such time as a cost-effective advanced metering system is implemented. As of December 31, 2014 and December 31, 2013, BGE recorded a regulatory asset of $128 million and $66 million, respectively, representing incremental costs, depreciation and amortization, and a debt return on fixed assets related to its AMI program. As part of the settlement in BGE’s 2014 electric and gas distribution rate case discussed above, the cost of the retired non-AMI meters will be amortized over 10 years.

On February 26, 2014, the MDPSC issued an order authorizing BGE to impose a $75 upfront fee and an $11 recurring fee to customers electing to opt-out of BGE’s smart meter installation program,

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

effective the laterexpected commercial operation date of June 1, 2015, and each of the first full billing cycle following July 1, 2014, orContract EDCs was to recover its costs associated with the AMI installation date incontract through surcharges on its respective SOS customers.

In response to a customer’s community. The fees authorizedcomplaint filed by the order will be reviewed after an initial 12 to 18 month period. On November 25, 2014, the MDPSC issued a decision approving BGE’s proposal to automatically enroll unresponsive customers into the opt-out program and to charge those customers opt-out fees after BGE has exhausted attempts to schedule a meter installation. The ultimate impactgroup of opt-out could affect BGE’s ability to demonstrate cost-effectiveness of the advanced metering system.

Overall, BGE continues to believe the recovery of smart grid initiative costs in future rates is probable as BGE expects to be able to demonstrate that the program benefits exceed costs.

New Electric Generation (Exelon and BGE). On April 12, 2012, the MDPSC issued an order directing BGE and two other Maryland utilities to enter into a contract for differences (CfD) with CPV Maryland, LLC (CPV), under which CPV will construct an approximately 700MW natural gas-fired combined-cycle generation plant in Waldorf, Maryland, that CPV projected will be in commercial operation by June 1, 2015. The initial term of the proposed contract is 20 years. The CfD mandates that BGE and the other utilities pay (or receive) the difference between CPV’s contract prices and the revenues CPV receives for capacity and energy from clearing the unitgenerating companies in the PJM capacity market. The MDPSC’s order requires the three Maryland utilities to enter into a CfD in amounts proportionate to their relative SOS load.

On April 16,region, on September 30, 2013, the MDPSC issued an order that required BGE to execute a specific form of contract with CPV, and the parties executed the contract as of June 6, 2013. As of December 31, 2014, there is no impact on Exelon’s and BGE’s results of operations, cash flows and financial positions. Furthermore, the agreement does not become effective until the resolution of certain items, including all current litigation.

On April 27, 2012, a civil complaint was filed in the U.S. District Court for the District of Maryland issued a ruling that the MDPSC’s April 2012 order violated the Supremacy Clause of the U.S. Constitution by certain unaffiliated parties that challenged the actions takenattempting to regulate wholesale prices. In contrast, on October 1, 2013, in response to appeals filed by the MDPSC on Federal law grounds. Contract EDCs and other parties, the Maryland Circuit Court for Baltimore City upheld the MDPSC’s orders requiring the Contract EDCs to enter into the contracts.

On October 24, 2013, the U.S. District CourtFederal district court issued a judgmentan order findingruling that the MDPSC’s Order directing BGEcontracts are illegal and unenforceable. In November 2013 both the winning bidder and the two other Maryland utilities to enter into a CfD, which assures that CPV receives a guaranteed fixed price regardless of the price set by the federally regulated wholesale market, violates the Supremacy Clause of the United States Constitution. On November 22, 2013, the MDPSC and CPV appealed the District Court’s rulingFederal district court decision to the United StatesU.S. Court of Appeals for the Fourth Circuit.Circuit, which affirmed the lower Federal court ruling. On November 26, 2014, both the winning bidder and the MDPSC petitioned the U.S. Supreme Court to consider hearing an appeal of the Fourth Circuit decision. On October 19, 2015, the U.S. Supreme Court agreed to review the decision. On April 19, 2016, the U.S. Supreme Court unanimously affirmed the Fourth Circuit’s ruling upholding the Federal district court’s decision.

On May 4, 2012, BGE filed a petition inThe decision of the Maryland Circuit Court for Anne Arundel County, Maryland, seeking judicial review of the MDPSC order under state law. That petition was subsequently transferred to the Circuit Court for Baltimore City and consolidated with similar appeals that have been filed by other interested parties. On October 1, 2013, the Circuit Court Judge issued a Memorandum Opinion and Order finding the decisions of the MDPSC were within its statutory authority under Maryland law. This decision is separate from the judgment in the federal litigation that the MDPSC Order is unconstitutional and the CfD is unenforceable under federal law. The federal judgment, if upheld, would prevent enforcement of the CfD even if the Circuit Court decision stands. On October 29, 2013, BGE and the two other Maryland utilities appealed the Circuit Court’s ruling to the Maryland Court of Special Appeals.

Depending onAppeals and was stayed pending decision by the ultimate outcomeU.S. Supreme Court. On August 1, 2016, the Contract EDCs submitted a filing requesting that the MDPSC take notice of the U.S. Supreme Court’s decision, and notifying the MDPSC that the Contract EDCs will dismiss their appeal pending stateat the Maryland Court of Special Appeals. On September 14, 2016, the Maryland Court of Special Appeals dismissed the pending appeal and federal litigation, on the eventual market conditions, and on the manner of cost recovery as of the effective date of the agreement, the CfD could have a material impact on Exelon and BGE’s results of operations, cash flows and financial positions.

matter is considered closed.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Exelon believes that this and other states’ projects may have artificially suppressed capacity prices in PJM and may continue to do so in future auctions to the detriment of Exelon’s market driven position. In addition to this litigation, Exelon is working with other market participants to implement market rules that will appropriately limit the market suppressing effect of such state activities.

MDPSC Derecho Storm Order (Exelon and BGE). Following the June 2012 Derecho storm which hit themid-Atlantic region interrupting electrical service to a significant portion of the State of Maryland, the MDPSC issued an order on February 27, 2013 requiring BGE and other Maryland utilities to file several comprehensive reports with short-term and long-term plans to improve reliability and grid resiliency that were due at various times before August 30, 2013.

On September 3, 2013, BGE filed a comprehensive long term assessment examining potential alternatives for improving the resiliency of the electric grid and a staffing analysis reviewing historical staffing levels as well as forecasting staffing levels necessary under various storm scenarios. During the summer of 2014, an evaluation of the reports filed by BGE and other Maryland utilities was undertaken by consultants on behalf of the MDPSC and MDPSC Staff. The MDPSC Staff also proposed standards for reliability during major events and estimated times of restoration as well as undertaking an evaluation of performance-based ratemaking principles and methodologies that would more directly and transparently align reliable service with the utilities’ distribution rates and that reduce returns or otherwise penalizesub-standard performance. The MDPSC held hearings in September 2014. BGE currently cannot predict the outcome of these proceedings, which may result in increased capital expenditures and operating costs.

The Maryland Strategic Infrastructure Development and Enhancement Program (Exelon and BGE). In February 2013, the Maryland General Assembly passed legislation intended to accelerate gas infrastructure replacements in Maryland by establishingwas signed into law. The law established a mechanism, separate from base rate proceedings, for gas companies to promptly recover reasonable and prudent costs of eligible infrastructure replacement projects separate from base rate proceedings. On May 2, 2013, the Governor of Maryland signed the legislation into law; which took effect June 1, 2013. Under the new law, following a proceeding before the MDPSC and with the MDPSC’s approval of the eligible infrastructure replacement projects along with a corresponding surcharge, BGE could begin charging gas customers a monthly surcharge for infrastructure costs incurred after June 1, 2013. The legislation includes caps onmonthly surcharge and infrastructure replacement costs must be approved by the monthly surchargesMDPSC and are subject to residentiala cap and non-residential customers, and would require an annualtrue-up of the surcharge revenues against actual expenditures. Investment levels in excess of the cap would be recoverable in

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

a subsequent gas base rate proceeding at which time all costs for the infrastructure replacement projects would be rolled into gas distribution rates. Irrespective of the cap, BGE is required to file a gas rate case every five years under this legislation.

On August 2, 2013, BGE filed its infrastructure replacement plan and associated surcharge. On January 29, 2014, the MDPSC issued a decision conditionally approving the first five years of BGE’s plan and surcharge. On March 26, 2014,July 1, 2016, BGE filed an amendment to its infrastructure replacement plan, which the Maryland PSCMDPSC conditionally approved as filed BGE’s proposed 2014 project list, tariff and associatedin an order dated November 23, 2016. The revised surcharge amounts, with a surcharge thatreflecting the costs of the amendment became effective AprilJanuary 1, 2014.2017. On November 17, 2014,December 2, 2016, BGE filed a surcharge update to be effective February 1, 2017, including atrue-up of costscost estimates included in the 20142016 surcharge, along with its 20152017 project list and costprojected capital estimates of $131 million to be included in the 2015 surcharge.2017 surcharge calculation. The filing was approved with a revised surcharge effective January 1, 2015. At its December 17, 2014 weekly Administrative Meeting, the MDPSC subsequently approved BGE’s 20152017 project list and the proposed surcharge for 2015.2017, which included the 2016 surchargetrue-up. As of December 31, 2016, BGE will deferrecorded a regulatory liability of $2 million, representing the difference between the surcharge revenues and program costs as a regulated asset or liability, which was immaterial to Exelon and BGE as of December 31, 2014.

costs.

In February 2014, the residential consumer advocate in Maryland filed an appeal with the Baltimore City Circuit Court to the decision issued by the MDPSC on BGE’s infrastructure replacement

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

plan. On September 5, 2014, the Baltimore City Circuit Court affirmed the MDPSCappealed MDPSC’s decision on BGE’s infrastructure replacement plan and associated surcharge.surcharge with the Baltimore City Circuit Court, who affirmed the MDPSC’s decision. On October 10, 2014, the residential consumer advocate noticed its appeal to the Maryland Court of Special Appeals from the judgment entered by the Baltimore City Circuit Court. During the third quarter of 2015, the residential consumer advocate, MDPSC and BGE filed briefs. Oral argument in this matter was held before the Court however,of Special Appeals on November 3, 2015. On January 28, 2016, the Maryland Court of Special Appeals issued a decision affirming the MDPSC’s decision. As the residential consumer advocate did not appeal the decision of the Court of Special Appeals, the matter is now closed.

Delaware Regulatory Matters

Gas Cost Rates. (Exelon, PHI and DPL) DPL makes an annual GCR filing with the DPSC for the purpose of allowing DPL to recover natural gas procurement costs through customer rates. In August 2016, DPL made its 2016-2017 GCR filing. The rates proposed in the 2016-2017 GCR filing would result in a GCR increase of approximately 14%. On September 20, 2016, the DPSC issued an order allowing DPL to place the new rates into effect on November 1, 2016, subject to refund and pending final DPSC approval.

2016 Delaware Electric and Natural Gas Distribution Base Rates (Exelon, PHI and DPL). On May 17, 2016, DPL filed an application with the DPSC to increase its annual electric and natural gas distribution base rates by $63 million and $22 million, respectively, based on a requested ROE of 10.6%. While the DPSC is not required to issue a decision on the application within a specified period of time, Delaware law allowed DPL to put into effect $2.5 million of each of the rate increases two months after filing the applications which were effective July 16, 2016. On December 1, 2016, the DPSC approved that an additional $30 million in electric distribution base rates be implemented effective December 17, 2016, subject to refund based on the final DPSC order, and an additional $10 million in gas base rates be implemented effective December 17, 2016, subject to refund based on the final DPSC order.

2013 Delaware Electric Distribution Base Rates (Exelon, PHI and DPL).In March 2013, and as amended on September 20, 2013, DPL filed for an electric distribution base rate increase with the DPSC, ultimately requesting an annual increase of $39 million.

In August 2014, the DPSC issued a final order in DPL’s 2013 electric distribution rate case for an annual increase of $15 million and an ROE of 9.7%. Rates became effective on May 1, 2014.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

In September 2014, DPL filed an appeal with the Delaware Superior Court of the DPSC’s August 2014 order in this proceeding, seeking the court’s review of the DPSC’s decision relating to the recovery of costs associated with one component of employee compensation, certain retirement benefits and credit facility expenses. The Division of the Public Advocate filed a cross-appeal in September 2014, pertaining to the treatment of a prepaid pension expense and other postretirement benefit obligations in base rates. Under the Settlement Agreement related to the Merger, the parties agreed to suspend the appeal and, upon consummation of the Merger, to the withdrawal of the appeal and the cross-appeal with prejudice. In accordance with the settlement, on April 13, 2016, the parties filed a Stipulation of Dismissal with the court to dismiss the appeal and the cross-appeal, at which time the matter was closed.

District of Columbia Regulatory Matters

2016 District of Columbia Electric Distribution Base Rates (Exelon, PHI and Pepco).On June 30, 2016, Pepco filed an application with the DCPSC to increase its annual electric distribution base rates by $86 million, which was updated to $82 million on October 14, 2016, and further updated to approximately $77 million on February 1, 2017, based on a requested ROE of 10.6%. The DCPSC has issued a procedural schedule indicating a final decision will be issued by July 25, 2017. Any adjustments to its rates approved by the DCPSC are expected to take effect soon thereafter. Pepco cannot predict how much of the requested increase the DCPSC will approve.

On April 18, 2016, a party to a separate DCPSC proceeding filed a motion to suspend Pepco’s bill stabilization adjustment (BSA), which decouples distribution revenues from utility customers from the amount of electricity delivered. On September 9, 2016, the DCPSC denied the party’s motion and determined that the appropriate forum in which to determine whether the BSA continues to be just and reasonable is in Pepco’s rate case proceeding. In addition, the DCPSC stated that it was putting Pepco on notice that all funds collected for the BSA from January 2015 to the issuance of a decision in the rate case proceeding are subject to refund should the DCPSC determine that such funds were not justly or reasonably collected. On November 22, 2016, following Pepco’s October 7, 2016 request for reconsideration of the order, the DCPSC issued an order stating that its September 9, 2016 order was not final and confirming that issues related to the BSA, including potential remedial actions, would be addressed in Pepco’s rate case. Pepco cannot predict the outcome of this matter hasor the impact of a refund if ordered by the DCPSC.

District of Columbia Power Line Undergrounding Initiative (Exelon, PHI and Pepco). In May 2014, the Council of the District of Columbia enacted the Electric Company Infrastructure Improvement Financing Act of 2014 (the Improvement Financing Act), which provided enabling legislation for the District of Columbia Power Line Undergrounding (DC PLUG) initiative which would selectively place underground some of the District of Columbia’s most outage-prone power lines.

The Improvement Financing Act provides that: (i) Pepco is to fund approximately $500 million of the estimated cost to complete the DC PLUG initiative, recovering those costs through a volumetric surcharge on the electric bills of Pepco District of Columbia customers; (ii) $375 million of the DC PLUG initiative cost is to be financed by the District of Columbia’s issuance of securitized bonds, which bonds will be repaid through a volumetric surcharge (the DDOT surcharge) on the electric bills of Pepco District of Columbia customers that Pepco will remit to the District of Columbia; and (iii) the remaining costs up to $125 million are to be covered by the existing capital projects program of the District of Columbia Department of Transportation (DDOT). Pepco will not yet been set.earn a return on or a return of the cost of the assets funded with the proceeds of the securitized bonds or assets that are constructed by DDOT under its capital projects program, but ownership and responsibility for the operation and maintenance of such assets will be transferred to Pepco for a nominal amount.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

In June 2014, Pepco and DDOT filed a Triennial Plan related to the construction of selected underground feeders in the District of Columbia. In August 2014, Pepco filed an application for the issuance of a financing order to provide for the issuance of the District’s bonds. In March 2016, the DCPSC’s orders approving the Triennial Plan and the application for financing were upheld upon the resolution of appeals that had been filed with the District of Columbia Court of Appeals. In compliance with the Improvement Financing Act, on September 30, 2016, Pepco and DDOT filed a Second Triennial Plan. Recognizing the delays to the First Triennial Plan, Pepco and DDOT requested that the DCPSC hold the Second Triennial Plan in abeyance, and the DCPSC granted this request by order dated October 27, 2016.

In June 2015, an agency of the federal government served by Pepco asserted that the DDOT surcharge constitutes a tax on end users from which the federal government is immune. PHI is currently evaluating the assertion and the resolution of this matter will likely further delay implementation of the DC PLUG initiative.

New Jersey Regulatory Matters

2016 New Jersey Electric Distribution Base Rates (Exelon, PHI and ACE). On August 24, 2016, the NJBPU issued an order approving a stipulation of settlement among ACE, the New Jersey Division of Rate Counsel, NJBPU Staff and Unimin Corporation, and an increase of $45 million (before New Jersey sales and use tax) to its electric distribution base rates, with the new rates effective immediately. The stipulation of settlement provided that a determination on PowerAhead would be separated into a phase II of the rate proceeding and decided at a later date and the parties would seek to resolve the matter by the end of 2016, although resolution will most likely occur in the first quarter of 2017. PowerAhead includes capital investments to advance modernization of the electric grid through energy efficiency, increased distributed generation, and resiliency, focused on improving the distribution system’s ability to withstand major storm events. ACE cannot predict if the NJBPU will approve the PowerAhead initiative.

Update and Reconciliation of Certain Under-Recovered Balances (Exelon, PHI and ACE).On February 1, 2016, ACE submitted its 2016 annual petition with the NJBPU seeking to reconcile and update (i) charges related to the recovery of above-market costs associated with ACE’s long-term power purchase contracts with thenon-utility generators and (ii) costs related to surcharges for the New Jersey Societal Benefit Program (a statewide public interest program that is intended to benefit low income customers and address other public policy goals) and ACE’s uncollectible accounts.

As filed, the net impact of adjusting the charges as proposed would have been an overall annual rate increase of $9 million (revised to $19 million in April 2016, based upon an update for actuals through March 2016), including New Jersey sales and use tax.

On November 30, 2016, the NJBPU approved a stipulation of settlement entered into by the parties providing for an overall annual rate increase of $1 million effective January 1, 2017. This settlement included a credit of approximately $10 million to theNon-Utility Generation charge deferral balance and a credit of approximately $7 million to the Uncollectible deferral balance. These credits were directed to be applied to the deferral balances in an NJBPU order dated October 31, 2016. That order approved the Joint Recommendation for Settlement of the Most Favored Nation Provision, which was a condition of the merger between Exelon Corporation and Pepco Holdings, Inc. This rate increase will have no effect on ACE’s operating income, since these revenues provide for recovery of deferred costs under an approved deferral mechanism.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

On February 1, 2017, ACE submitted its 2017 annual petition with the NJBPU seeking to reconcile and update the same categories of charges and costs as set forth in its 2016 annual petition discussed above. The net impact of adjusting the charges as proposed is an overall annual rate decrease of approximately $29 million, including New Jersey Sales and Use Tax. The matter is pending at the NJBPU and will be updated for January through March 2017 actual data. ACE has requested that the NJBPU place the new rates into effect by June 1, 2017. There is no assurance that NJBPU will put final rates in effect by the requested date.

New York Regulatory Matters

New York Clean Energy Standard (Exelon, Generation).On August 1, 2016, the New York Public Service Commission (NYPSC) issued an order establishing the CES, a component of a Tier 3 ZEC program targeted at preserving the environmental attributes ofzero-emissions nuclear-powered generating facilities that meet the criteria demonstrating public necessity as determined by the NYPSC. The New York State Energy Research and Development Authority (NYSERDA) will centrally procure the ZECs from eligible plants through a12-year contract, to be administered in sixtwo-year tranches, extending from April 1, 2017 through March 31, 2029. ZEC payments will be made to the eligible resources based upon the number of MWh produced, subject to specified caps and minimum performance requirements. The price to be paid for the ZECs under each tranche will be administratively determined using a formula based on the social cost of carbon as determined in 2016 by the federal government, subject to pricing adjustments designed to lower the ZEC price based on increase in underlying energy and capacity prices.��The ZEC price for the first tranche has been set at $17.48 per MWh of production. Following the first tranche, the price will be updatedbi-annually. Each Load Serving Entity (LSE) shall be required to purchase an amount of ZECs equivalent to its load ratio share of the total electric energy in the New York Control Area. Cost recovery from ratepayers shall be incorporated into the commodity charges on customer bills.

The NYPSC initially identified the three plants eligible for the ZEC program to include, for now, the FitzPatrick, Ginna, and Nine Mile Point nuclear facilities. As issued, the order also provided that the duration of the program beyond the first tranche was conditional upon a buyer purchasing the FitzPatrick facility and taking title prior to September 1, 2018. On November 18, 2016, the required contracts with NYSERDA were executed for Ginna and Nine Mile Point, in addition to Entergy’s execution of the required contract for the FitzPatrick facility.

Several parties filed with the NYPSC requests for rehearing or reconsideration of the CES. Generation and CENG also filed a request for clarification, or in the alternative limited rehearing, that the condition limiting the duration of the program beyond the first tranche be limited to the eligibility of the FitzPatrick plant only and have no bearing on Ginna or Nine Mile Point’s eligibility for the full12-year duration. On December 15, 2016, the NYPSC approved Exelon’s petition to clarify this condition and denied all petitions for rehearing of the CES. Parties have untilmid-April to appeal to New York State court the denials of the requests for rehearing. In addition, one Petition seeking to invalidate the ZEC program was filed in New York State court on November 30, 2016, and amended on January 13, 2017, arguing that the NYPSC violated certain technical provisions of the State Administrative Procedures Act (SAPA) when adopting the ZEC program.

On October 19, 2016, a coalition of fossil generation companies filed a complaint in federal district court against the NYPSC alleging that the ZEC program violates certain provisions of the U.S. Constitution; specifically that the ZEC program interferes with FERC’s jurisdiction over wholesale rates

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

and that it discriminates against out of state competitors. On December 9, 2016, Generation and CENG filed a motion to intervene in the case and to dismiss the lawsuit. The motion to intervene has been granted and the motion to dismiss is pending.

Other legal challenges remain possible, the outcomes of which remain uncertain. See Note 9—Early Nuclear Plant Retirements for additional information relative to Ginna and Nine Mile Point, and Note 4—Mergers, Acquisitions, and Dispositions for additional information on Generation’s proposed acquisition of FitzPatrick.

Ginna Nuclear Power Plant Reliability Support Services Agreement (Exelon and Generation). Ginna Nuclear Power Plant’s (Ginna) prior period fixed-price PPA contract with Rochester Gas & Electric Company (RG&E) expired in June 2014. In light of the expiration of the agreement, Ginna advised the New York Public Service Commission (NYPSC) and ISO-NY that in absence of a reliability need, Ginna management would make a recommendation, subject to approval by the CENG board, that Ginna be retired as soon as practicable. A formal study conducted by the ISO-NY and RG&E concluded that the Ginna nuclear plant needs to remain in operation to maintain the reliability of the transmission grid in the Rochester region through 2018 when planned transmission system upgrades are expected to be completed. In November 2014, in response to a petition filed by Ginna Nuclear Power Plant (Ginna) regarding the possible retirement of Ginna, the NYPSC directed Ginna and RG&ERochester Gas & Electric Company (RG&E) to negotiate a Reliability Support Services Agreement (RSSA). On February 13, 2015, regulatory filings, including RSSA terms negotiated between Ginna and RG&E, to support the continued operation of Ginna to maintain the reliability of the RG&E transmission grid for reliability purposes werea specified period of time. During 2015 and 2016, Ginna and RG&E made filings with the NYPSC and with FERC for their approval. Whileapproval of the proposed RSSA. Although the RSSA is expectedwas still subject to beregulatory approvals, on April 1, 2015, Ginna began delivering the power and capacity from the Ginna plant into theISO-NY consistent with the technical provisions of the RSSA.

On March 22, 2016, Ginna submitted a compliance filing with FERC with revisions to the RSSA requested by FERC. On April 8, 2016, FERC accepted the compliance filing and on April 20, 2016, the NYPSC accepted the revised RSSA. Because all regulatory approvals for the RSSA have now been received, Generation began recognizing revenue based on the final approved in absence of such an agreement andpricing contained in the eventRSSA. Generation also recognized aone-time revenue adjustment in April 2016 of approximately $101 million representing the plant was retired beforenet cumulative previously unrecognized amount of revenue retroactive from the current license term ends in 2029, Exelon’s andApril 1, 2015 effective date through March 31, 2016. A 49.99% portion of theone-time adjustment will be removed from Generation’s results of operations couldas a result of the noncontrolling interests in CENG.

The RSSA approved by the regulatory authorities has a term expiring on March 31, 2017, subject to possible extension in the event that RG&E needs additional time to complete transmission upgrades to address reliability concerns. In March 2016, RG&E notified Ginna that RG&E expects to complete the transmission upgrades prior to the RSSA expiration in March 2017 and will not need Ginna as an ongoing reliability solution after that date.

The approved RSSA requires Ginna to continue operating through the RSSA term. If Ginna did not plan to retire shortly after the expiration of the RSSA, Ginna was required to file a notice to that effect with the NYPSC no later than September 30, 2016. Under the terms of the RSSA, if Ginna continues to operate after June 14, 2017, Ginna would be adversely affectedrequired to make certain refund payments up to a maximum of $20 million to RG&E related to capital expenditures. On September 30, 2016, Ginna filed the required notice with the NYPSC of its intent to continue operating beyond the March 31, 2017 expiry of the RSSA, conditioned upon successful execution of an agreement between Ginna and NYSERDA for the sale of ZECs under the CES. As stated previously, on November 18, 2016 the required contract with NYSERDA was executed by increased depreciation rates, impairment charges, severance costs,Generation and accelerated future decommissioning costs, among other items. However,CENG for Ginna. Subject to prevailing over any administrative or legal challenges, it is not expected that such impacts would be materialthe CES will allow Ginna to Exelon’s or Generation’s resultscontinue to operate through the end of operations.its current operating license in 2029. See Note 9—Early Nuclear Plant Retirements for additional discussion of Ginna.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Federal Regulatory Matters

Transmission Formula Rate (Exelon, ComEd, BGE, PHI, Pepco, DPL and BGE)ACE). ComEd’s, BGE’s, Pepco’s, DPL’s and BGE’sACE’s transmission rates are each established based on a FERC-approved formula. ComEd, BGE, Pepco, DPL, and BGEACE are required to file an annual update to the FERC-approved formula on or before May 15, with the resulting rates effective on June 1 of the same year. The annual formula rate update is based on prior year actual costs and current year projected capital additions. The update also reconciles any differences between the revenue requirement in effect beginning June 1 of the prior year and actual costs incurred for that year. ComEd, BGE, Pepco, DPL, and BGEACE record regulatory assets or regulatory liabilities and corresponding increases or decreases to operating revenues for any differences between the revenue requirement in effect and ComEd’s, BGE’s, Pepco’s, DPL’s and BGE’sACE’s best estimate of the revenue requirement expected to be approved byfiled with the FERC for that year’s reconciliation. As of December 31, 2014, and 2013, ComEd had a regulatory asset associated with the transmission formula rate of $21 million and $17 million, respectively, and BGE had a net regulatory asset associated with the transmission formula rate of $1 million and a net regulatory liability which was not material as of December 31, 2013. The regulatory asset associated with transmissiontrue-up is amortized to Operating revenues within their Consolidated Statements of Operations of Comprehensive Income as the associated amounts are recovered through rates.

In April 2014, ComEd On December 13, 2016, BGE filed its annual 2014 formula rate update with the FERC reflecting an increased revenue requirementto modify its FERC-approved formula to recover its existing regulatory asset and any future changes to its regulatory asset concerning various tax issues including certain deferred income taxes.

For each of $22 million, including an increase of $36 million for the initial revenue requirement, offset by a decrease of $14 million related tofollowing years, the annual reconciliation. The filing established the revenue requirement used to set rates that took effectfollowing total increases/(decreases) were included in June 2014. ComEd’s, 2014BGE’s, Pepco’s, DPL’s and ACE’s electric transmission formula rate filings:

Annual Transmission Filings

 ComEd  BGE 
 2016  2015  2014  2016  2015  2014 

Initial revenue requirement increase

 $90   $68   $36   $12   $—     $9  

Annual reconciliation increase (decrease)

  4    18    (14  3    (3  5  

Dedicated facilities increase(a)

  —      —      —      13    13    3  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenue requirement increase

 $94   $86   $22   $28   $10   $17  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Allowed return on rate base(c)

  8.47  8.61  8.62  8.09  8.46  8.53

Allowed ROE(d)

  11.50  11.50  11.50  10.50  11.30  11.30

Effective date of rates

  June 2016    June 2015    June 2014    June 2016    June 2015    June 2014  

  Pepco  DPL  ACE 

Annual Transmission
Filings

 2016  2015  2014  2016  2015  2014  2016  2015  2014 

Initial revenue requirement
increase (decrease)

 $2   $10   $(9 $8   $15   $4   $8   $10   $4  

Annual reconciliation (decrease) increase

  (10  (3  (1  (10  (1  6    (14  2    3  

MAPP abandonment recovery (decrease) increase(b)

  (15  (2  17    (12  (2  15    —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenue requirement (decrease) increase

 $(23 $5   $7   $(14 $12   $25   $(6 $12   $7  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Allowed return on rate base(c)

  7.88  8.36  8.60  7.21  7.80  8.05  7.83  8.51  8.66

Allowed ROE(d)

  10.50  11.30  11.30  10.50  11.30  11.30  10.50  11.30  11.30

Effective date of rates(e)

  June 2016    June 2015    June 2014    June 2016    June 2015    June 2014    June 2016    June 2015    June 2014  

(a)BGE’s transmission revenues include a FERC approved dedicated facilities charge to recover the costs of providing transmission service to specifically designated load by BGE.
(b)In 2012, PJM terminated the MAPP transmission line construction project planned for the Pepco and DPL service territories. Pursuant to a FERC approved settlement agreement, the abandonment costs associated with MAPP were being recovered in transmission rates over a three-year period that ended in May 2016.
(c)Represents to the weighted average debt and equity return on transmission rate bases.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

(d)As part of the FERC-approved settlement of ComEd’s 2007 transmission rate case, the rate of return on common equity is 11.50% and the common equity component of the ratio used to calculate the weighted average debt and equity return for the transmission formula rate is currently capped at 55%. As part of the FERC-approved settlement of the ROE complaint against BGE, Pepco, DPL and ACE, the rate of return on common equity is 10.5%, inclusive of a 50 basis point incentive adder for being a member of a regional transmission organization.
(e)The time period for any challenges to the annual transmission formula rate update flings expired with no challenges submitted.

formula transmission rate provides for a weighted average debt and equity return on transmission rate base of 8.62%, inclusive of an allowed return on common equity of 11.50%, a decrease from the 8.70% average debt and equity return previously authorized. The time period for any challenges to ComEd’s annual 2014 formula rate update expired in October 2014 with no challenges submitted.

In April 2013, ComEd filed its annual 2013 formula rate update with the FERC, reflecting an increased revenue requirement of $68 million, including an increase of $38 million for the initial revenue requirement and an increase of $30 million related to the annual reconciliation. The filing established the revenue requirement used to set rates that took effect in June 2013. ComEd’s 2013 formula transmission rate provides for a weighted average debt and equity return on transmission rate base of 8.70%, inclusive of an allowed return on common equity of 11.50%, a decrease from the 8.91% average debt and equity return previously authorized. The time period for any challenges to ComEd’s annual 2013 formula rate update expired in October 2013 with no challenges submitted.

As part of the FERC-approved settlement of ComEd’s 2007 transmission rate case, the rate of return on common equity is 11.50% and the common equity component of the ratio used to calculate the weighted average debt and equity return for the transmission formula rate is currently capped at 55%.

In April 2014, BGE filed its 2014 formula rate update with the FERC reflecting an increased revenue requirement of $14 million, including an increase of $9 million for the initial revenue requirement and an increase of $5 million related to the annual reconciliation. The annual update established the revenue requirement used to set rates that took effect in June 2014. The time period for any challenges to BGE’s annual update expired in October 2014 with no challenges submitted.

BGE’s 2014 formula transmission rate provides for a weighted average debt and equity return on transmission rate base of 8.53%, an increase from the 8.35% average debt and equity return previously authorized. As part of the FERC-approved settlement of BGE’s 2005 transmission rate case in 2006, the rate of return on common equity for BGE’s electric transmission business for new transmission projects placed in service on and after January 1, 2006 is 11.3%, inclusive of a 50 basis point incentive for participating in PJM.

FERC Transmission Complaint (Exelon and BGE). On February 27, 2013, consumer advocates and regulators from the District of Columbia, New Jersey, Delaware and Maryland, and the Delaware Electric Municipal Cooperatives (the parties), filed a complaint at FERC against BGE and the Pepco Holdings, Inc. companies relating to their respective transmission formula rates. BGE’s formula rate includes a 10.8% base rate of return on common equity (ROE) and a 50 basis point incentive for participating in PJM (the latter of which is conditioned upon crediting the first 50 basis points of any incentive ROE adders). The parties seek a reduction in the base return on equity to 8.7% and changes to the formula rate process. FERC docketed the matter and set April 3, 2013 as the deadline for interventions, protests and answers. Under FERC rules, the revenues subject to refund are limited to a fifteen month period and the earliest date from which the base ROE could be adjusted and refunds required is the date of the complaint. On March 19, 2013, BGE filed a motion to dismiss or sever the complaint.

On August 21, 2014, FERC issued an order in the BGE and PHI companies’ proceeding, which established hearing and settlement judge procedures for the complaint, and set a refund effective date of February 27, 2013. BGE, the PHI companies and the parties began settlement discussions under the guidance of a FERC administrative law judge on September 23, 2014. On November 24, 2014, the

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Settlement Judge informed FERC and the Chief Judge that the parties had reached an impasse and determined that a settlement was not possible. On November 26, 2014, the Chief Judge issued an order terminating the settlement proceeding, designating a presiding judge at the hearings and directing that an initial decision be issued by November 25, 2015.

On December 8, 2014, various state agencies in Delaware, Maryland, New Jersey, and D.C. filed a second complaint against BGE regarding the base ROE of the transmission business seeking a reduction from 10.8% to 8.8%. The filing of the second complaint creates a second refund window. By order issued on February 9, 2015, FERC established a hearing on the second complaint with the complainants’ requested refund effective date of December 8, 2014.

Based on the current status of the complaint filings, BGE believes it is probable that BGE’s base ROE rate will be adjusted, and that a refund to customers of transmission revenue for the two maximum fifteen month periods will be required. However, BGE is unable to estimate the most likely refund amount for either complaint at this time, and has therefore established a reserve, which is not material, representing the low end of a reasonably possible estimated range of loss. Additionally, management is unable to estimate the maximum exposure of a potential refund at this time, which may have a material impact on BGE’s results of operations and cash flows. The estimated annual ongoing reduction in revenues if FERC approved the ROEs requested by the parties in their filings is approximately $11 million. If FERC were to order a reduction of BGE’s base ROE to 8.7% as sought in the first complaint (while retaining the 50 basis points of any incentives that were credited to the base return on equity for certain new transmission investment), the result of the first fifteen month refund window would be a refund to customers of approximately $13 million. If FERC were to order a reduction in BGE’s base ROE to 8.8% as sought in the second complaint (while retaining 50 basis points of any incentives that were credited to the base return on equity for certain new transmission investment) and the refund period extended for a full fifteen months, the result would be a refund to customers of approximately $14 million.

PJM Transmission Rate Design and Operating Agreements (Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and BGE)ACE). PJM Transmission Rate Design specifies the rates for transmission service charged to customers within PJM. Currently, ComEd, PECO, BGE, Pepco, DPL and BGEACE incur costs based on the existing rate design, which charges customers based on the cost of the existing transmission facilities within their load zone and the cost of new transmission facilities based on those who benefit from those facilities. In April 2007, FERC issued an order concluding that PJM’s current rate design for existing facilities is just and reasonable and should not be changed. In the same order, FERC held that the costs of new facilities 500 kV and above should be socialized across the entire PJM footprint and that the costs of new facilities less than 500 kV should be allocated to the customers of the new facilities who caused the need for those facilities. After FERC ultimately denied all requests for rehearing on all issues, severalA number of parties filed petitions inappealed to the U.S. Court of Appeals for the Seventh Circuit for review of the decision. On

In August 6, 2009, thatthe court issued its decision affirming the FERC’s order with regard to the costs of existing facilities, but reversingremanded to FERC the issue of the cost allocation associated with the new facilities 500 kV and remanding to FERCabove (Cost Allocation Issue) for further consideration by the FERC. On remand, FERC reaffirmed its earlier decision with regard to socialize the costs of new facilities 500 kV and above. On March 30, 2012, FERC issued an order on remand affirming the cost allocation in its April 2007 order. On March 22, 2013, FERC issued an order denying rehearing and made it clear that the cost allocation at issue concerns only projects approved prior to February 1, 2013. A number of entities haveparties filed appeals of the FERCthese orders. OnIn June 25, 2014, the U.S. Court of Appeals forcourt again remanded the Seventh Circuit issued a decision once again remandingCost Allocation Issue to FERC the cost allocation of new facilities 500 kV and above.FERC. On December 18, 2014, FERC issued an order setting an evidentiary hearing and settlement proceeding regarding the issueCost Allocation Issue. On June 15, 2016, a number of parties, including Exelon and the Utility Registrants filed an Offer of Settlement with FERC. Each state that is a party in this proceeding either signed, or will not oppose, the settlement. If the Settlement is approved, effective January 1, 2016, for the costs of the cost allocation for facilities 500 kV and above. The hearing only concerns new facilities approved by the PJM Board on or after February 1, 2013, 50% will be socialized across PJM and 50% will be allocated according to an engineering formula that calculates the flows on the transmission facilities. The Settlement includes provisions for monthly credits or charges that are expected to be mostly refunded or recovered through customer rates over a10-year period based on negotiated numbers for charges prior to January 1, 2016.

Exelon expects that the Settlement will not have a material impact on the results of operations, cash flows and financial position of Generation, ComEd, PECO, BGE, Pepco, DPL or ACE. The Settlement is subject to approval by FERC.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

by the PJM Board prior to February 1, 2013. ComEd anticipates that all impacts of any rate design changes effective after December 31, 2006, should be recoverable through retail rates and, thus, the rate design changes are not expected to have a material impact on ComEd’s results of operations, cash flows or financial position. PECO anticipates that all impacts of any rate design changes should be recoverable through the transmission service charge rider approved in PECO’s 2010 electric distribution rate case settlement and, thus, the rate design changes are not expected to have a material impact on PECO’s results of operations, cash flows or financial position. To the extent any rate design changes are retroactive to periods prior to January 1, 2011, there may be an impact on PECO’s results of operations. BGE anticipates that all impacts of any rate design changes effective after the implementation of its standard offer service programs in Maryland should be recoverable through retail rates and, thus, the rate design changes are not expected to have a material impact on BGE’s results of operations, cash flows or financial position.

ComEd, PECO and BGEThe Utility Registrants are committed to the construction of transmission facilities under their operating agreements with PJM to maintain system reliability. ComEd, PECO and BGEThe Utility Registrants will work with PJM to continue to evaluate the scope and timing of any required construction projects. ComEd, PECO and BGE’sThe Utility Registrant’s estimated commitments are as follows:

 

  Total   2015   2016   2017   2018   2019   Total   2017   2018   2019   2020   2021 

ComEd

  $335    $150    $172    $5    $4    $4    $97    $64    $28    $5    $—      $—    

PECO

   100     32     31     25     8     4     34     14     10     7     2     1  

BGE

   351     77     104     77     57     36     226     113     55     44     14     —    

Pepco

   104     6     39     40     19     —    

DPL

   63     47     16     —       —       —    

ACE

   93     36     39     18     —       —    

PJM Minimum Offer Price RuleComplaints at FERC Seeking to Mitigate Illinois and New York Programs Providing ZECs (Exelon and Generation). PJM’sPJM and NYISO capacity market rulesmarkets include a Minimum Offer Price Rule (MOPR) that is intended to preclude sellersbuyers from artificially suppressingexercising buyer market power. If a resource is subjected to a MOPR, its offer is adjusted to remove the competitive price signalsrevenues it receives through a federal, state or other government-provided financial support program, resulting in a higher offer that may not clear the capacity market. Currently, the MOPRs in PJM and NYISO apply only to certain new resources. Exelon has generally opposed policies that require subsidies or give preferential treatment to generation providers or technologies that do not provide superior reliability or environmental benefits, or that would threaten the reliability and value of the integrated electricity grid. Thus, Exelon has supported a MOPR as a means of minimizing the detrimental impact certain subsidized resources could have on capacity markets (such as the New Jersey (LCAPP) and Maryland (CfD) programs). However, in Exelon’s view, MOPRs should not be applied to resources that receive compensation for generation capacity. Theproviding superior reliability or environmental benefits.

On January 9, 2017, the Electric Power Supply Association (EPSA) filed two requests with FERC: one seeking to amend a prior complaint against PJM and another seeking expedited action on a pending NYISO compliance filing in an existing proceeding. Both filings allege that the relevant MOPR should be expanded to also apply to existing resources receiving ZEC compensation under the New York CES and Illinois ZES programs. Exelon has filed protests at FERC orders approvingin response to each filing, arguing generally that ZEC payments provide compensation for an environmental attribute that is distinct from the MOPR were upheld by the United States Court of Appeals for the Third Circuit in February 2014.

Exelon continues to work with PJM stakeholders and through the FERC process to implement several proposed changes to the PJM tariff aimed at ensuring that capacity resources (including those with state-sanctioned subsidy contractsenergy and capacity market speculators) cannot inappropriately affectsold in the FERC-jurisdictional markets, and therefore, are no different than other renewable support programs like the PTC and RPS that have generally not been subject to a MOPR. However, if successful, an expanded MOPR could result in mitigation of Generation’s Quad Cities, Ginna, and Nine Mile Point facilities, which are expected to receive ZEC compensation, such that they would have an increased risk of not clearing in future capacity auction pricesauctions and thus of no longer receiving capacity revenues during the respective ZEC programs. This would also impact the FitzPatrick facility that Generation is currently in PJM.the process of acquiring from Entergy. Any mitigation of these generating resources could have a material effect on Exelon’s and Generation’s future cash flows and results of operations. The timing of FERC’s decision with respect to both proceedings is currently unknown and the outcome of these matters is currently uncertain.

Demand Response Resource Order (Exelon, Generation, ComEd, PECO, BGE)BGE, PHI, Pepco, DPL and ACE).On May 23, 2014, the D.C. Circuit Court issued an opinion vacating the FERC Order No. 745 (“D.C.(D.C. Circuit Decision”)Decision). Order No. 745 established uniform compensation levels for demand response resources that participate in the day ahead and real-time wholesale energy markets. Under Order No. 745, buyers in ISO and RTO markets were required to pay demand response resources the full Locational Marginal Price when the demand response replaced a generation resource and was cost-effective.

In addition to invalidating the compensation structure established by Order No. 745, the D.C. Circuit Court, in broad language, explained that demand response is part of the retail market and FERC is restricted from regulating retail markets. The full implication of the D.C. Circuit Decision for both energy and capacity markets regulated by FERC is not yet known and will depend on how FERC and the RTOs and ISOs implement the decision. FERC and several other parties sought rehearing of the D.C. Circuit Decision, which was denied in September 2014. In addition, on September 22, 2014, FERC and another party sought to stay the issuance of the D.C. Circuit Court’s mandate so that FERC may appeal the decision to the U.S. Supreme Court. The stay was granted with respect to the FERC’s request only. In January 2015, the FERC sought to appeal the decision to the U.S. Supreme Court.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Thus, the stay will be extended at least untilcost-effective. On January 25, 2016, the U.S. Supreme Court determines whether to allow the appeal. In addition, contemporaneously withreversed the D.C. Circuit Court’sCourt decision on May 23, 2014, First Energy filed a complaint at FERC asking FERC to direct PJM to remove all PJM Tariff provisions that allow or require PJM to compensate demand response providers as a form of supply inand remanded the PJM capacity market effective May 23, 2014. FirstEnergy also asked FERC to declare the results of PJM’s May 2014 Base Residual Auction for the 2017/2018 Delivery Year, void and illegalmatter to the extent thatD.C. Circuit Court. While Exelon cannot predict exactly how the D.C. Circuit Court will handle the matter on remand, Exelon does not expect there will be any significant change in how demand response resources clearedhave or will participate in and be paid by wholesale energy markets. Thus, Exelon does not anticipate that auction. On November 14, 2014, the New England Power Generators Association, Inc. (“NEPGA”) filed a similar complaint at FERC asking FERC to disqualify demand response from the upcoming capacity auction in New England and to revise the New England tariff to remove demand response from participation in the capacity market. FERC’s responsethere will be any impact to the FirstEnergy complaint and the NEPGA complaint and its response to address the D.C. Circuit Court’s decision in all markets could preclude demand response resources from receiving any future capacity market revenues and also subject such resources to refund obligations. In addition, there is uncertainty as to how FERC might treat already settled capacity market auctions as well as future auctions, both for demand response resources and generation resources. FERC could grant all or a portion of the relief requested by FirstEnergy and may grant relief retroactively or only prospectively. FERC could also pursue alternative means for allowing demand response to effectively participate in capacity markets it regulates. Due to these uncertainties, the Registrants are unable to predict the outcome of these proceedings, and the final outcome is not expected for several months. Nonetheless, the final decision and its implementation by FERC and the RTOs and ISOs, could be material to Exelon, Generation, ComEd, PECO and BGE’sRegistrants’ results of operations andor cash flows.

Market-Based Rates (Exelon, Generation, ComEd, PECO and BGE). Generation, ComEd, PECO and BGE are public utilities for purposes of the Federal Power Act and are required to obtain FERC’s acceptance of rate schedules for wholesale electricity sales. Currently, Generation, ComEd, PECO and BGE have authority to execute wholesale electricity sales at market-based rates. As is customary with market-based rate schedules, FERC has reserved the right to suspend market-based rate authority on a retroactive basis if it subsequently determines that Generation, ComEd, PECO or BGE has violated the terms and conditions of its tariff or the Federal Power Act. FERC is also authorized to order refunds in certain instances if it finds that the market-based rates are not just and reasonable under the Federal Power Act.

As required by FERC’s regulations, as promulgated in the Order No. 697 series, Generation, ComEd, PECO and BGE file market power analyses using the prescribed market share screens to demonstrate that Generation, ComEd, PECO and BGE qualify for market-based rates in the regions where they are selling energy, capacity, and ancillary services under market-based rate tariffs. On June 29, 2012, Generation, ComEd, PECO and BGE filed their updated market power analysis for the Central Region which the FERC accepted on November 13, 2012. On December 21, 2012, Generation, ComEd, PECO, and BGE filed their updated market power analysis for the SPP region, which the FERC accepted on October 8, 2013. On December 30, 2013, Generation, ComEd, PECO and BGE filed its updated analysis for the Northeast Region,flows based on 2012 historic test period data which the FERC accepted on August 5, 2014. On December 23, 2014, Generation filed its updated market power analysis for the Southeast Region and the FERC has not yet acted on the filing.these proceedings.

Reliability Pricing Model (Exelon, Generation and BGE). PJM’s RPM Base Residual Auctions take place approximately 36 months ahead of the scheduled delivery year. The most recent auction for the delivery year ending May 31, 2018 occurred in May 2014.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

New England Capacity Market Results (Exelon and Generation). Each year, ISO New England, Inc. (ISO-NE) files the results of its annual capacity auction at the FERC which is required to include documentation regarding the competitiveness of the auction. Consistent with this requirement, onOn February 28, 2014,ISO-NE filed the results of its eighth capacity auction (covering the June 1, 2017 through May 30,31, 2018 delivery period). On June 27, 2014, the FERC issued a letter toISO-NE noting thatISO-NE’s February 28, 2014 filing was deficient and thatISO-NE must file additional information before the FERC can process thefiling. ISO-NE filed the information on July 17, 2014, and theISO-NE’s filings became effective by operation of law pursuant to a notice issued by the FERC’s secretary of FERC on September 16, 2014. Several parties sought rehearing of the secretary’s notice which was effectively denied in October 2014 and have since appealed the matter to the U.S.D.C. Circuit Court. On October 25, 2016, the D.C. Circuit Court of Appeals. It is not clear whether such appeal would be effective as there is no action bydismissed the Commission to be considered. Nonetheless, while we think any change in the auction results to be unlikely, Exelon and Generation cannot predict with certainty what further action the court may take concerning the results of that auction, but any court action could be material to Exelon’s and Generation’s expected revenues from the capacity auction.appeal.

Operating License Renewals (Exelon and Generation). In June 2012,Generation has40-year operating license from the United States CourtNRC for each of Appeals forits nuclear units. The operating license renewal process takes approximately four to five years from the DC Circuit vacatedcommencement of the renewal process until completion of the NRC’s temporary storage rule on the grounds that the NRC should have conducted a more comprehensive environmental review to support the rule. The temporary storage rule (also referred to as the “waste confidence decision”) recognized that licensees can safely store spent nuclear fuel at nuclear plants for up to 60 years beyond the original and renewed licensed operating life of the plants and that licensing renewal decisions do not require discussion of the environmental impact of spent fuel stored on site. In August 2012, the NRC placed a hold on issuing new or renewed operating licenses that depend on the temporary storage rule until the court’s decision is addressed. On August 26, 2014, the NRC Commissioners approved the issuance of a revised rule codifying the NRC’s generic determinations regarding the environmental impacts of continued storage of spent nuclear fuel beyond a reactor’s licensed operating life and removed the hold on final licensing decision as of the effective date of the final rule. On September 19, 2014, the NRC issued the Continued Storage Rule, which became effective on October 20, 2014. On October 24, 2014, New York, Vermont, and Connecticut filed a petition for review in federal court which alleges that the Continued Storage Rule violates various federal laws and regulations. The petition additionally challenges the Continued Storage Rule’s supporting generic environmental impact statement (GEIS) as well as the August 26, 2014 NRC order lifting the suspension of all final licensing decisions for affected applications in view of the rule and GEIS.

review.

On May 29, 2013,December 9, 2014, Generation submitted applicationsan application to the NRC to extend the current operating licenses of ByronLaSalle Units 1 and 2 which are currently set to expire in 2024 and 2026, respectively, and Braidwood Units 1 and 2, currently set to expire in 2026 and 2027, respectively, by 20 years. Generation does not expect the NRC to issue license renewals for Byron and Braidwood until late 2015 at the earliest.

On October 20, 2014,19, 2016, the NRC approved Generation’s request to extend the operating licenses of Limerick UnitsLaSalle units 1 and 2 by 20 years to 20442042 and 2049,2043, respectively.

On December 9, 2014, Generation submitted applications to the NRC to extend the operating licenses of LaSalle Units 1 and 2 by 20 years, which are currently set to expire in 2022 and 2023, respectively. Generation does not expect the NRC to issue license renewals for LaSalle until 2016 at the earliest.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

On August 29, 2012, and August 30, 2012, Generation submitted a hydroelectric license applicationsapplication to the FERC for a46-year licenses license for the Conowingo Hydroelectric Project (Conowingo). In connection with Generation’s efforts to obtain a water quality certification pursuant to Section 401 of the Clean Water Act with Maryland Department of the Environment (MDE) for Conowingo, Generation continues to work with MDE and the Muddy Run Pumped Storage Facility Project (Muddy Run), respectively.

Generation is working withother stakeholders to resolve water quality licensing issues, with the MDE for Conowingo, including: (1) water quality, (2) fish passage and habitat, and (3) sediment. On January 30, 2014, Generation filed a water quality certification application pursuant to Section 401 of the CWA with MDE for Conowingo, addressing these and other issues, although Generation cannot currently predict the conditions that ultimately may be imposed. MDE indicated that it believed it did not have sufficient information to process Generation’s application. As a result, on December 5, 2014, Generation withdrew its pending application for a water quality certification. FERC policy requires that an applicant resubmit its request for a water quality certification within 90 days of the date of withdrawal. Accordingly, Generation is working with MDE to coordinate the refiling of its application for certification within the 90-day period. In addition, Generation has entered into an agreement with MDEcontinues to work with MDE and other Federal and Maryland state agencies in Maryland, the U.S. Army Corps of Engineers, the U.S. Geological Survey, the University of Maryland Center for Environmental Science and the U.S. Environmental Protection Agency Chesapeake Bay Program to design, conduct and fund an additional multi-year sediment and nutrient monitoring study.

On August 7, 2015, US Fish and Wildlife Service of the US Department of the Interior (Interior) submitted its modified fishway prescription to FERC in the Conowingo licensing proceedings. On September 11, 2015, Exelon has agreedfiled a request for an administrative hearing and proposed an alternative prescription to contribute upchallenge Interior’s preliminary prescription. On April 21, 2016, Exelon and Interior executed a Settlement Agreement resolving all fish passage issues between the parties. Accordingly, on April 22, 2016, Exelon withdrew its Request for a Trial-Type Hearing and Alternative Prescription. The financial impact of the Settlement Agreement is estimated to $3.5be $3 million to fund$7 million per year, on average, over the additional study.46-year life of the new license, including both capital and operating costs. The actual timing and amount of these costs are not currently fixed and may vary significantly from year to year throughout the life of the new license. Resolution of thesethe remaining issues relating to Conowingo involving various stakeholders may have a material effect on Exelon’s and Generation’s results of operations and financial position through an increase in capital expenditures and operating costs.

On June 3, 2014, subsequently amended December 9, 2014, the PA DEP issued its water quality certificate for Muddy Run, which is a necessary step in the FERC licensing process and included certain commitments made by Generation. The financial impact associated with these commitments is estimated to be in the range of $25 million to $35 million, and will include both capital expenditures and operating expenses, primarily relating to fish passage and habitat improvement projects.

The FERC licenses for Muddy Run and Conowingo were set to expire on August 31, 2014 and September 1, 2014 respectively. FERC is required to issue annual licenses for the facilities until the new licenses are issued. On September 10, 2014, FERC issued annual licenses for Conowingo and Muddy Run, effective as of the expiration of the previous licenses. If FERC does not issue new licenses prior to the expiration of annual licenses, the annual licenses will renew automatically. The stations are currently being depreciated over their estimated useful lives, which includes the license renewal period. As of December 31, 2014, $392016, $28 million of direct costs associated with Conowingo licensing efforts have been capitalized.capitalized-to-date.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Regulatory Assets and Liabilities (Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL and BGE)

ACE)

Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL and BGEACE each prepare their consolidated financial statements in accordance with the authoritative guidance for accounting for certain types of regulation. Under this guidance, regulatory assets represent incurred costs that have been deferred because of their probable future recovery from customers through regulated rates. Regulatory liabilities represent the excess recovery of costs or accrued credits that have been deferred because it is probable such amounts will be returned to customers through future regulated rates or represent billings in advance of expenditures for approved regulatory programs.

As a result of applying the acquisition method of accounting and pushing it down to the consolidated financial statements of PHI, certain regulatory assets and liabilities were established at Exelon and PHI to offset the impacts of fair valuing the acquired assets and liabilities assumed which are subject to regulatory recovery. In total, Exelon and PHI recorded a net $2.4 billion regulatory asset reflecting adjustments recorded as a result of the acquisition method of accounting. See Note 4—Mergers, Acquisitions and Dispositions for additional information.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The following tables provide information about the regulatory assets and liabilities of Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL and BGEACE as of December 31, 20142016 and 2013.December 31, 2015:

 

December 31, 2014

 Exelon  ComEd  PECO  BGE 
  Current  Noncurrent  Current  Noncurrent  Current  Noncurrent  Current  Noncurrent 

Regulatory assets

        

Pension and other postretirement benefits

 $247   $3,009   $—     $—     $—     $—     $—     $—    

Deferred income taxes

  6    1,536    —      64    —      1,400    6    72  

AMI programs

  25    271    10    81    15    62    —      128  

Under-recovered distribution service costs

  251    120    251    120    —      —      —      —    

Debt costs

  8    49    6    47    2    2    1    8  

Fair value of BGE long-term debt

  7    183    —      —      —      —      —      —    

Severance

  4    8    —      —      —      —      4    8  

Asset retirement obligations

  1    115    1    73    —      26    —      16  

MGP remediation costs

  36    221    30    189    6    31    —      1  

Under-recovered uncollectible accounts

  —      67    —      67    —      —      —      —    

Renewable energy

  20    187    20    187    —      —      —      —    

Energy and transmission programs

  37    11    26    7    —      —      11    4  

Deferred storm costs

  1    2    —      —      —      —      1    2  

Electric generation-related regulatory asset

  10    20    —      —      —      —      10    20  

Rate stabilization deferral

  75    85    —      —      —      —      75    85  

Energy efficiency and demand response programs

  89    159    —      —      —      —      89    159  

Merger integration costs

  2    6    —      —      —      —      2    6  

Conservation voltage reduction

  1    1    —      —      —      —      1    1  

Under-recovered electric revenue decoupling

  7    —        —      —      7    —    

Other(a)

  20    26    5    17    6    8    7    —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total regulatory assets

 $847   $6,076   $349   $852   $29   $1,529   $214   $510  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2014

 Exelon  ComEd  PECO  BGE 
  Current  Noncurrent  Current  Noncurrent  Current  Noncurrent  Current  Noncurrent 

Regulatory liabilities

        

Other postretirement benefits

 $51   $37   $—     $—     $—     $—     $—     $—    

Nuclear decommissioning

  —      2,879    —      2,389    —      490    —      —    

Removal costs

  118    1,448    94    1,249    —      —      24    199  

Energy efficiency and demand response programs

  25    2    25    —      —      2    —      —    

DLC program costs

  —      10    —      —      —      10    —      —    

Energy efficiency phase II

  —      32    —      —      —      32    —      —    

Electric distribution tax repairs

  8    94    —      —      8    94    —      —    

Gas distribution tax repairs

  20    29    —      —      20    29    —      —    

Energy and transmission programs

  68    16    3    16    58    —      7    —    

Over-recovered electric universal service fund costs

  2    —      —      —      2    —      —      —    

Revenue subject to refund

  3    —      3    —      —      —      —      —    

Over-recovered gas revenue decoupling

  12    —      —      —      —      —      12    —    

Other

  3    3    —      1    2    —      1    1  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total regulatory liabilities

 $310   $4,550   $125   $3,655   $90   $657   $44   $200  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
              Successor          

December 31, 2016

 Exelon  ComEd  PECO  BGE  PHI  Pepco  DPL  ACE 

Regulatory assets

        

Pension and other postretirement benefits

 $4,162   $—     $—     $—     $—     $—     $—     $—    

Deferred income taxes

  2,016    75    1,583    98    260    171    38    51  

AMI programs

  701    164    49    230    258    174    84    —    

Under-recovered distribution service costs

  188    188    —      —      —      —      —      —    

Debt costs

  124    42    1    7    81    17    9    6  

Fair value of long-term debt

  812    —      —      —      671    —      —      —    

Fair value of PHI’s unamortized energy contracts

  1,085    —      —      —      1,085    —      —      —    

Severance

  5    —      —      5    —      —      —      —    

Asset retirement obligations

  111    76    23    12    —      —      —      —    

MGP remediation costs

  305    278    26    1    —      —      —      —    

Under-recovered uncollectible accounts

  56    56    —      —      —      —      —      —    

Renewable energy

  260    258    —      —      2    —      —      2  

Energy and transmission programs

  89    23    —      38    28    6    5    17  

Deferred storm costs

  36    —      —      1    35    12    5    18  

Electric generation-related regulatory asset

  10    —      —      10    —      —      —      —    

Rate stabilization deferral

  7    —      —      7    —      —      —      —    

Energy efficiency and demand response programs

  621    —      1    285    335    250    85    —    

Merger integration costs

  25    —      —      10    15    11    4    —    

Under-recovered revenue decoupling

  27    —      —      3    24    21    3    —    

COPCO acquisition adjustment

  8    —      —      —      8    —      8    —    

Recoverable workers compensation and long-term disability costs

  34    —      —      —      34    34    —      —    

Vacation accrual

  31    —      7    —      24    —      14    10  

Securitized stranded costs

  138    —      —      —      138    —      —      138  

CAP arrearage

  11    —      11    —      —      —      —      —    

Removal costs

  477    —      —      —      477    134    88    255  

Other

  49    7    9    5    29    22    5    4  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total regulatory assets

  11,388    1,167    1,710    712    3,504    852    348    501  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Less: current portion

  1,342    190    29    208    653    162    59    96  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total noncurrent regulatory assets

 $10,046   $977   $1,681   $504   $2,851   $690   $289   $405  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

December 31, 2013

 Exelon  ComEd  PECO  BGE 
  Current  Noncurrent  Current  Noncurrent  Current  Noncurrent  Current  Noncurrent 

Regulatory assets

        

Pension and other postretirement benefits

 $221   $2,794   $—     $—     $—     $—     $—     $—    

Deferred income taxes

  10    1,459    2    65    —      1,317    8    77  

AMI programs

  5    159    5    35    —      58    —      66  

AMI meter events

  —      5    —      —      —      5    —      —    

Under-recovered distribution service costs

  178    285    178    285    —      —      —      —    

Debt costs

  12    56    9    53    3    3    1    8  

Fair value of BGE long-term debt

  —      219    —      —      —      —      —      —    

Fair value of BGE supply contracts

  12    —      —      —      —      —      —      —    

Severance

  16    12    12    —      —      —      4    12  

Asset retirement obligations

  1    102    1    67    —      25    —      10  

MGP remediation costs

  40    212    33    178    6    33    1    1  

RTO start-up costs

  2    —      2    —      —      —      —      —    

Under-recovered uncollectible accounts

  —      48    —      48    —      —      —      —    

Renewable energy

  17    176    17    176    —      —      —      —    

Energy and transmission programs

  53    9    52    6    —      —      1    3  

Deferred storm costs

  3    3    —      —      —      —      3    3  

Electric generation-related regulatory asset

  13    30    —      —      —      —      13    30  

Rate stabilization deferral

  71    154    —      —      —      —      71    154  

Energy efficiency and demand response programs

  73    148    —      —      —      —      73    148  

Merger integration costs

  2    9    —      —      —      —      2    9  

Other(a)

  31    30    18    20    8    7    4    3  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total regulatory assets

 $760   $5,910   $329   $933   $17   $1,448   $181   $524  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2013

 Exelon  ComEd  PECO  BGE 
  Current  Noncurrent  Current  Noncurrent  Current  Noncurrent  Current  Noncurrent 

Regulatory liabilities

        

Other postretirement benefits

 $2   $43   $—     $—     $—     $—     $—     $—    

Nuclear decommissioning

  —      2,740    —      2,293    —      447    —      —    

Removal costs

  99    1,423    78    1,219    —      —      21    204  

Energy efficiency and demand response programs

  53    —      45    —      8    —      —      —    

DLC Program Costs

  1    10    —      —      1    10    —      —    

Energy efficiency phase II

  —      21    —      —      —      21    —      —    

Electric distribution tax repairs

  20    114    —      —      20    114    —      —    

Gas distribution tax repairs

  8    37    —      —      8    37    

Energy and transmission programs

  78    —      9    —      58    —      11    —    

Over-recovered gas universal service fund costs

  8    —      —      —      8    —      —      —    

Revenue subject to refund

  38    —      38    —      —      —      —      —    

Over-recovered electric and gas revenue decoupling

  16    —      —      —      —      —      16    —    

Other

  4    —      —      —      3    —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total regulatory liabilities

 $327   $4,388   $170   $3,512   $106   $629   $48   $204  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(a)For ComEd and BGE, includes Purchase of Receivable Program regulatory assets. As of December 31, 2014, ComEd and BGE had a regulatory asset related to the Purchase of Receivable Program of $14 million and $7 million, respectively. As of December 31, 2013, ComEd and BGE had a regulatory asset related to the Purchase of Receivable Program of $27 million and $0 million, respectively.
                   Successor             

December 31, 2016

  Exelon   ComEd   PECO   BGE   PHI   Pepco   DPL   ACE 

Regulatory liabilities

                

Other postretirement benefits

  $47    $—      $—      $—      $—      $—      $—      $—    

Nuclear decommissioning

   2,607     2,169     438     —       —       —       —       —    

Removal costs

   1,601     1,324     —       141     136     18     118     —    

Deferred rent

   39     —       —       —       39     —       —       —    

Energy efficiency and demand response programs

   185     141     41     —       3     3     —       —    

DLC program costs

   8     —       8     —       —       —       —       —    

Electric distribution tax repairs

   76     —       76     —       —       —       —       —    

Gas distribution tax repairs

   20     —       20     —       —       —       —       —    

Energy and transmission programs

   134     60     56     —       18     8     5     5  

Other

   72     4     5     19     41     2     17     20  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total regulatory liabilities

   4,789     3,698     644     160     237     31     140     25  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less: current portion

   602     329     127     50     79     11     43     25  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total noncurrent regulatory liabilities

  $4,187    $3,369    $517    $110    $158    $20    $97    $—    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

                   Predecessor             

December 31, 2015

  Exelon   ComEd   PECO   BGE   PHI   Pepco   DPL   ACE 

Regulatory assets

                

Pension and other postretirement benefits

  $3,156    $—      $—      $—      $910    $—      $—      $—    

Deferred income taxes

   1,616     64     1,473     79     214     137     36     41  

AMI programs

   399     140     63     196     267     180     87     —    

Under-recovered distribution service costs

   189     189     —       —       —       —       —       —    

Debt costs

   47     46     1     8     36     19     10     7  

Fair value of long-term debt

   162     —       —       —       —       —       —       —    

Severance

   9     —       —       9     —       —       —       —    

Asset retirement obligations

   108     67     22     19     1     1     —       —    

MGP remediation costs

   286     255     30     1     —       —       —       —    

Under-recovered uncollectible accounts

   52     52     —       —       —       —       —       —    

Renewable energy

   247     247     —       —       6     —       1     5  

Energy and transmission programs

   84     43     1     40     33     9     11     13  

Deferred storm costs

   2     —       —       2     43     19     6     18  

Electric generation-related regulatory asset

   20     —       —       20     —       —       —       —    

Rate stabilization deferral

   87     —       —       87     —       —       —       —    

Energy efficiency and demand response programs

   279     —       1     278     401     289     111     1  

Merger integration costs

   6     —       —       6     —       —       —       —    

Conservation voltage reduction

   3     —       —       3     —       —       —       —    

Under-recovered revenue decoupling

   30     —       —       30     14     10     4     —    

COPCO acquisition adjustment

   —       —       —       —       —       —       13     —    

Workers compensation and long-term disability costs

   —       —       —       —       31     31     —       —    

Vacation accrual

   6     —       6     —       23     —       14     9  

Securitized stranded costs

   —       —       —       —       202     —       —       202  

CAP arrearage

   7     —       7     —       —       —       —       —    

Removal costs

   —       —       —       —       369     92     69     208  

Other

   29     10     13     3     32     14     9     8  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total regulatory assets

   6,824     1,113     1,617     781     2,582     801     371     512  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less: current portion

   759     218     34     267     305     140     72     98  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total noncurrent regulatory assets

  $6,065    $895    $1,583    $514    $2,277    $661    $299    $414  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

              Predecessor          

December 31, 2015

 Exelon  ComEd  PECO  BGE  PHI  Pepco  DPL  ACE 

Regulatory liabilities

        

Other postretirement benefits

 $94   $—     $—     $—     $—     $—     $—     $—    

Nuclear decommissioning

  2,577    2,172    405    —      —      —      —      —    

Removal costs

  1,527    1,332    —      195    150    21    129    —    

Energy efficiency and demand response programs

  92    52    40    —      1    —      —      1  

DLC program costs

  9    —      9    —      —      —      —      —    

Electric distribution tax repairs

  95    —      95    —      —      —      —      —    

Gas distribution tax repairs

  28    —      28    —      —      —      —      —    

Energy and transmission programs

  131    53    60    18    27    16    19    8  

Over-recovered revenue decoupling

  1    —      —      1    —      —      —      —    

Other

  16    5    2    8    35    7    12    16  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total regulatory liabilities

  4,570    3,614    639    222    213    44    160    25  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Less: current portion

  369    155    112    38    66    15    49    18  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total noncurrent regulatory liabilities

 $4,201   $3,459   $527   $184   $147   $29   $111   $7  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Pension and other postretirement benefits. As of December 31, 2014,2016, Exelon had regulatory assets of $3,256 million$3,075 and regulatory liabilities of $88$47 million related to ComEd’s and BGE’s portion of deferred costs associated with Exelon’s pension plans and ComEd’s, PECO’s and BGE’s portion of deferred costs associated with Exelon’s other postretirement benefit plans. PECO’s pension regulatory recovery is based on cash contributions and is not included in the regulatory asset (liability) balances. The regulatory asset (liability) is amortized in proportion to the recognition of prior service costs (gains), transition obligations and actuarial losses (gains) attributable to Exelon’s pension and other postretirement benefit plans determined by the cost recognition provisions of the authoritative guidance for pensions and postretirement benefits. ComEd, PECO and BGE will recover these costs through base rates as allowed in their most recently approved regulated rate orders. The pension and other postretirement benefit regulatory asset balance includes a regulatory asset established at the date of the Constellation merger related to BGE’s portion of the deferred costs associated with legacy Constellation’s pension and other postretirement benefit plans. TheBGE-related regulatory asset is being amortized over a period of approximately 12 years, which generally represents the expected average remaining service period of plan participants at the date of the Constellation merger. As of December 31, 2016, the pension and other postretirement benefits regulatory asset at Exelon includes regulatory assets of $1,087 million established at the date of the PHI Merger related to unrecognized costs that are probable of regulatory recovery. The regulatory assets are amortized and recovered over periods from 3 to 15 years, depending on the underlying component. Pepco, DPL and ACE are currently recovering these costs through base rates. Pepco, DPL and ACE are not earning a return on the recovery of these costs in base rates. See Note 16—17—Retirement Benefits for additional detail. No return is earned on Exelon’s regulatory asset.

Deferred income taxes. These costs represent the difference between the method by which the regulator allows for the recovery of income taxes and how income taxes would be recorded under GAAP. Regulatory assets and liabilities associated with deferred income taxes, recorded in compliance with the authoritative guidance for accounting for certain types of regulation and income taxes, include the deferred tax effects associated principally with accelerated depreciation accounted for in accordance with the ratemaking policies of the ICC, PAPUC and MDPSC, as well as the revenue impacts thereon, and assume continued recovery of these costs in future transmission and distribution rates. For ComEd and BGE, this amount includes the impacts of a reduction in the deductibility, for Federal income

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

tax purposes, of certain retiree health care costs pursuant to the March 2010 Health Care Reform Acts. ComEd was granted recovery of these additional income taxes on May 24, 2011 in the ICC’s 2010 Rate Case order. The recovery period for these costs was through May 31, 2014. For BGE, these additional income taxes are being amortized over a5-year period that began in March 2011 in accordance with the MDPSC’s March 2011 rate order. For PECO, this amount includes the impacts of electric and gas distribution repairs in the deductibility pursuant to PUC’s 2010 and 2015 rate case settlement agreement.agreements. As of December 31, 2016, includes transmission-related regulatory assets that require FERC approval separate from the transmission formula rate of $22 million, $38 million, $31 million, $20 million and $19 million for ComEd, BGE, Pepco, DPL and ACE, respectively. As of December 31, 2015, includes transmission-related regulatory assets that require FERC approval separate from the transmission formula rate of $15 million, $16 million, $26 million, $18 million and $15 million for ComEd, BGE, Pepco, DPL and ACE, respectively. See Note 14—15—Income Taxes, and Note 16—17—Retirement Benefits, and the Transmission Formula Rate section above for additional information. ComEd, PECO, BGE, Pepco, DPL and BGEACE are not earning a return on the regulatory asset in base rates. The recovery period is over the life of the associated assets.

AMI programs. For ComEd, this amount represents operating and maintenance expenses and meter costs associated with ComEd’s AMI pilot program approved in the May 24, 2011, ICC order in ComEd’s 2010 rate case. The recovery periods for operating and maintenance expenses andthese meter costs are through May 31, 2014, and January 1, 2020, respectively.2020. As of December 31, 20142016 and December 31, 2013,2015, ComEd had regulatory assets of $88$162 million and $35$137 million, respectively, related to accelerated depreciation costs resulting from the early retirements ofnon-AMI meters, which will be amortized over an average ten year period pursuant to the ICC approved AMI Deployment plan. ComEd is earning a return on the regulatory asset. For PECO, this amount primarily represents accelerated depreciation on PECO’snon-AMI meter assets over a10-year period ending December 31, 2020. Recovery of smart meter costs are reflected in base rates effective January 1, 2016. For BGE, this amount represents AMI costs associated with the installation of smart meters and filingthe early retirement of legacy meters. The incremental costs associated with the installation, along with depreciation, amortization, and implementationan appropriate return, had been building in a regulatory asset since the MDPSC approved the comprehensive smart grid initiative for BGE in August 2010 through approval of the program in BGE’s rate order issued June, 2016. As of December 31, 2016, the balance of BGE’s regulatory asset was $230 million, which consists of three major components, including $144 million of unamortized incremental deployment costs relatingof the AMI program, $54 million of unamortized costs of thenon-AMI meters replaced under the program, and $32 million related to post-test year incremental program deployment costs incurred prior to when approval became effective June 2016. The incremental deployment costs for the PAPUC-approved Smart Meter ProcurementAMI program and Installation Plan as well as thenon-AMI meter components of the regulatory asset are being amortized and recovered through rates over a10-year period, which began in June, 2016. A return on the un-depreciated investment, taxes,$144 million incremental deployment costs for the AMI program portion of the regulatory asset is included in rates. The $54 million portion of the regulatory asset related to the unamortized cost of the retirednon-AMI meters is not earning a return in rates. The $32 million portion related to post-test year incremental program deployment costs have not yet been approved for recovery by the MDPSC and operatingare not currently earning a return for financial reporting purposes. For PHI, this amount represents AMI costs associated with the installation of smart meters and maintenance expenses. Thethe early retirement of legacy meters throughout the service territories for Pepco and DPL. An AMI program has not been approved plan allowsby the NJBPU for ACE in New Jersey. Pepco has received approval for recovery of filingdeferred AMI program costs from the DCPSC and implementationthe MDPSC in its DC and Maryland service territories. Pepco does earn a return on the AMI deployment costs, incurred through December 31, 2012. In addition,but not on the approved plan providesearly retirement of legacy meters. DPL has received approval for recovery of deferred AMI program costs from the DPSC in its Delaware service territory and has received a proposed order from the MDPSC approving recovery of deferred AMI program costs in its Maryland service territory. As of December 31, 2016, the DPL deferred AMI program costs pending finalization of the proposed order from the MDPSC are $41 million, of which includes depreciation on new equipment placed in service, beginning in January 2011 on full and current basis,$14 million relates to retired legacy meters which includes interest income or expense on the under orare not earning a return.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

over recovery. The approved plan also provides for recovery of accelerated depreciation on PECO’s non-AMI meter assets over a 10-year period ending December 31, 2020. For BGE, this amount represents smart grid pilot program costs as well as the incremental costs associated with implementing full deployment of a smart grid program. Pursuant to a MDPSC order, pilot program costs of $11 million were deferred in a regulatory asset, and, beginning with the MDPSC’s March 2011 rate order, is earning BGE’s most current authorized rate of return. In August 2010, the MDPSC approved a comprehensive smart grid initiative for BGE, authorizing BGE to establish a separate regulatory asset for incremental costs incurred to implement the initiative, including the net depreciation and amortization costs associated with the meters, and an authorized rate of return on these costs, a portion of which is not recognized under GAAP until cost recovery begins. Additionally, the MDPSC order requires that BGE prove the cost-effectiveness of the entire smart grid initiative prior to seeking recovery of the costs deferred in these regulatory assets. Therefore, the commencement and timing of the amortization of these deferred costs is currently unknown. BGE’s AMI regulatory asset excludes costs for non-AMI meters being replaced by AMI meters, as recovery of those costs commenced with the new rates approved and implemented with the MDPSC order in BGE’s 2014 electric and gas distribution case.

AMI Meter Events. This amount represents the remaining cost value of the original smart meters, net of accumulated depreciation, DOE reimbursements and amounts recovered from the vendor, of smart meter deployment that will no longer be used, including installation and removal costs. PECO intended to seek through regulatory rate recovery in a future filing with the PAPUC, any amounts not recovered from the vendor. PECO believed the amounts incurred for the original meters and related installation and removal costs were probable of recovery based on applicable case law and past precedent on reasonably and prudently incurred costs. As such, PECO deferred these costs on Exelon’s and PECO’s Consolidated Balance Sheet, beginning in 2012. PECO did not earn a return on the recovery of these costs. Pursuant to the January 23, 2014, vendor agreement, PECO reclassified the regulatory asset balance as a receivable, which has been fully collected, with no gain or loss impacts on future results of operations.

Under-recovered distribution services costs. Under EIMA, ComEd is allowed recovery ofThese amounts represent under recoveries related to electric distribution services costs recoverable through aEIMA’s performance based formula rate tariff. The legislation providesrate. Under (over) recoveries for anthe annual reconciliation of the revenue requirement in effect to reflect the actual costs that the ICC determinesreconciliations are prudently and reasonably incurred in a given year. The over recovery associated with the 2011 reconciliation was recovered through ratesrecoverable (refundable) over aone-year period that began in January 2013. The under recovery associated with the 2012 reconciliation was recovered through rates over a one-year period that began in January 2014. The under recovery associated with the 2013 reconciliation will be recovered through rates over a one-year period beginning in January 2015. ComEd is earning a return on these costs. The regulatory asset also includesand costs associated withfor certainone-time events, such as large storms, which will be recoveredare recoverable over a five-year period. ComEd earns and pays a return on under and over-recovered costs, respectively. As of December 31, 2014,2016, the regulatory asset was comprised of $286$134 million for the applicable2015 to 2016 annual reconciliations and $85$54 million related to significantone-time events. In addition to $66 events, including $20 million in deferred storm costs netand $11 million of amortization,Constellation and PHI merger and integration related costs, and $23 million of smart meter related costs. ComEd’s 2015 annual reconciliation regulatory asset includes a reduction of $8 million related to a ComEd-proposed refund to customers for the impact of changing its OSHA recordable rate for 2014 and 2015. As of December 31, 2015, the regulatory asset was comprised of $142 million for the 2014 balanceand 2015 annual reconciliations and $47 million related to significantone-time events, contains $19including $36 million in deferred storm costs and $11 million of Constellation merger and integration related costs, net of amortization, incurred as a result of the Constellation merger. As of December 31, 2013, the regulatory asset was comprised of $377 million for the applicable annual reconciliations and $86 million related to significant one-time events. In addition to $58 million in deferred storm costs, net of amortization, the December 31, 2013 balance related to significant one-time events contains $28 million of Constellation merger and integration related costs, net of amortization, incurred as a result of the Constellation merger. See Note 4—Mergers, Acquisitions, and Dispositions for additional information.

costs.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Debt costs. Consistent with rate recovery for ratemaking purposes, ComEd’s, PECO’s, BGE’s, Pepco’s, DPL’s and BGE’sACE’s recoverable losses on reacquired long-term debt related to regulated operations are deferred and amortized to interest expense over the life of the new debt issued to finance the debt redemption or over the life of the original debt issuance if the debt is not refinanced. Interest-rate swap settlements are deferred and amortized over the period that the related debt is outstanding or the life of the original issuance retired. These debt costs are used in the determination of the weighted cost of capital applied to rate base in the rate-making process. ComEd and BGE are not earning a return on the recoverythese costs. Recovery of these costs whilewill continue through 2038 for ComEd and BGE. PECO, isPepco, DPL and ACE are earning a return on the premium of the cost of the reacquired debt through base rates. The regulatory asset for Pepco, DPL and ACE was eliminated at Exelon and PHI as part of acquisition accounting.

Fair value of BGE long-term debt. These amounts represent the unamortized regulatory assetassets recorded at Exelon for the difference inbetween the carrying value and fair value of the long-term debt of BGE as of the Constellation merger date based on the MDPSC practice to allow BGE to recover its debt costs through rates.rates and at Exelon and PHI for the difference between carrying value and fair value of long-term debt of Pepco, DPL and ACE as of the PHI Merger date. Exelon is amortizing the regulatory asset and the associated fair value over the life of the underlying debt and is not earning a return on the recovery of these costs.

Fair value of BGE supply contract.PHI’s unamortized energy contracts. These amounts represent the regulatory asset recorded at Exelon representingand PHI offsetting the fair value of BGE’sadjustments related to Pepco’s, DPL’s and ACE’s electricity and natural gas energy supply contracts recorded at PHI as of the closePHI Merger date. Pepco, DPL and ACE are allowed full recovery of the Constellation merger date based on the MDPSC practice to allow BGE to recover its supplycosts of these contracts through rates. Exelon amortized the regulatory asset and the associated fair value through December 31, 2014 and was not earning a return on the recovery of these contracts.their respective rate making processes.

Severance. For ComEd, these costs represent previously incurred severance costs that ComEd was granted recovery of in the December 20, 2006, ICC rehearing rate order and the May 24, 2011, ICC order in ComEd’s 2010 rate case, and such costs were fully recovered as of December 31, 2014. ComEd did not earn a return on these costs. For BGE, these costs represent deferred severance costs that BGE has previously been granted recovery of in rates. Costs include the portion of costs associated with a 2008 workforce reduction that relate to BGE’s gas business which were deferred in 2009 as a regulatory asset in accordance with the MDPSC’s orders in prior rate cases and are being amortized over a 5-year period through December 31, 2013. Also included are costs associated with a 2010 workforce reduction that were deferred as a regulatory asset and are being amortized over a5-year period that began in March 2011 in accordance with the MDPSC’s March 2011 rate order. Finally,Additionally, costs associated with the 2012 BGE voluntary workforce reduction were deferred in 2012 as a regulatory asset in accordance with the MDPSC’s orders in prior rate cases and are being amortized over a5-year period that began in July 2012. BGE is earning a regulated return on the regulatory asset included in base rates.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Asset retirement obligations. These costs represent future legally required removal costs associated with existing asset retirement obligations. PECO will begin to earn a return on, and a recovery of, these costs once the removal activities have been performed. ComEd and BGE will recover these costs through future depreciation rates and will earn a return on these costs once the removal activities have been performed. The recovery period will be over the expected life of the related assets. See Note 15—16—Asset Retirement Obligations for additional information.

MGP remediation costs. ComEd is allowed recovery of these costs under ICC approved rates. For PECO, these costs are recoverable through rates as affirmed in the 2010 approved natural gas distribution rate case settlement. The period of recovery for both ComEd and PECO will depend on the timing of the actual expenditures.expenditures,currently estimated to be completed in 2022 for both ComEd and PECO. ComEd and PECO are not earning a return on the recovery of these costs. While BGE does not have a rider for MGPclean-up costs, BGE has historically received

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

recovery of actualclean-up costs on a site-specific basis in distribution rates. For BGE, $5 million ofclean-up costs incurred during the period from July 2000 through November 2005 and an additional $1 million from December 2005 through November 2010 are recoverable through rates in accordance with MDPSC orders. TheseBGE is earning a return on this regulatory asset and these costs are being amortized over10-year periods that began in January 2006 and December 2010, respectively. BGE is earning a return on this regulatory asset.The recovery period for the10-year period that began January 2006 was extended for an additional 24 months, in accordance with the MDPSC approved 2014 electric and natural gas distribution rate case order. See Note 22—24—Commitments and Contingencies for additional information.

RTO start-up costs. Recovery of these RTO start-up costs was approved by FERC. The recovery period is through March 31, 2015. ComEd is earning a return on these costs.

Under (Over)-recovered universal service fund costs. The universal service fund cost is a recovery mechanism that allows PECO to recover discounts issued to electric and gas customers enrolled in assistance programs. As of December 31, 2014, PECO was under-recovered for its gas program and over-recovered for its electric program. Whereas, as of December 31, 2013, PECO was over-recovered for both its electric and gas programs PECO earns interest on under-recovered costs and pays interest on over-recovered costs to customers.

Under (Over)-recoveredrecovered uncollectible accounts.ComEd adjusts its rates annually to reflectThese amounts represent the increases and decreases indifference between ComEd’s annual uncollectible accounts costs.expense and revenues collected in rates through anICC-approved rider. The recoverydifference between net uncollectible account charge-offs and revenues collected through the rider each calendar year is recovered or refund of the difference in the uncollectible accounts costs takes placerefunded over a 12-month time frametwelve-month period beginning in June of the following calendar year. ComEd isdoes not earningearn a return or paying interest on these under (over)-recovered costs.recoveries.

Renewable Energy.energy. OnIn December 17, 2010, ComEd entered into several20-yearfloating-to-fixed energy swap contracts with unaffiliated suppliers for the procurement of long-term renewable energy.energy and associated RECs through 2032 in order to meet a portion of its obligations under the Illinois RPS. Delivery under the contracts began in June 2012. Since the swap contracts were deemed prudent by the Illinois Settlement Legislation, ensuring ComEd of full recovery in rates, the changes in fair value each period as well as an offsetting regulatory asset or liability are recorded by ComEd. ComEd does not earn (pay) a return on the regulatory asset (liability). Recovery of these costs will continue through 2032. The basis for themark-to-market derivative asset or liability position is based on the difference between ComEd’s cost to purchase energy onat the spot market price and the contracted price.

Energy and transmission programs. ComEd’sThese amounts represent under (over) recoveries related to energy and transmission costs are recoverable (refundable) under ComEd’s ICC and/or FERC-approved rates. Under (over) recoveries are recoverable (refundable) over aone-year period or less. ComEd earns a return or interest on under-recovered costs and pays interest on over-recovered costs to customers. As of December 31, 2014,2016, ComEd’s regulatory asset of $33$23 million included $4$15 million associated with transmission costs recoverable through its FERC approved formula rate and $8 million of Constellation merger and integration costs to be recovered upon FERC approval. As of December 31, 2016, ComEd’s regulatory liability of $60 million included $30 million related to over-recovered energy costs and $30 million associated with revenues received for renewable energy requirements. As of December 31, 2015, ComEd’s regulatory asset of $43 million included $5 million

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

related to under-recovered energy costs, for non-hourly customers, $22$31 million associated with transmission costs recoverable through its FERC-approved formulateformula rate tariff, and $7 million of Constellation merger and integration costs to be recovered upon FERC approval. As of December 31, 2014,2015, ComEd’s regulatory liability of $19$53 million included $3$29 million related to over-recovered energy costs for hourly customers and $16$24 million associated with revenues received for renewable energy requirements. As of December 31, 2013, ComEd’s regulatory asset of $58 million included $35 million related to under-recovered energy costsSeeTransmission Formula Rate above for hourly and non-hourly customers, $17 million associated with transmission costs recoverable through its FERC-approved formula rate, and $6 million of Constellation merger and integration costs to be recovered upon FERC approval. As of December 31, 2013, ComEd’s regulatory liability of $9 million related to revenues received for renewable energy requirements.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

further details.

The PECO energy costs represent the electric and gas supply related costs recoverable (refundable) under PECO’s GSA and PGC, respectively. PECO earns interest on the under-recovered energy and natural gas costs and pays interest on over-recovered energy and natural gas costs to customers. In addition, beginning in 2013, the deferred DSP I and II Program costs are presented on a net basis with PECO’s GSA under (over)-recovered energy costs. See discussion belowThese amounts represent recoverable administrative costs incurred relating to the filing and procurement associated with PECO’s PAPUC-approved DSP programs for the procurement of electric supply. The filings and procurements of these DSP Programs are recoverable through the GSA over each program.respective term. DSP II and DSP III each have a24-month term that began June 1, 2013 and June 1, 2015, respectively. The independent evaluator costs associated with conducting procurements are recoverable over a12-month period after the PAPUC approves the results of the procurements. PECO is not earning a return on these costs. Certain costs included in PECO’s original DSP program related to information technology improvements were recovered over a5-year period that began January 1, 2011. PECO earns a return on the recovery of information technology costs. The PECO transmission costs represent the electric transmission costs recoverable (refundable) under the TSC under which PECO earns interest on under-recovered costs and pays interest on over-recovered costs to customers. As of December 31, 2014, PECO had a2016, PECO’s regulatory liability thatof $56 million included $39$34 million related to over-recovered costs under the DSP program, $10 million related to over-recoverednon-bypassable transmission service charges, $8 million related to the DSP program, $16 million related to over-recovered natural gas supply costs under the PGC and $3$4 million related to over-recovered electric transmission costs. As of December 31, 2013, PECO had a2015, PECO’s regulatory asset of $1 million related to under-recoverednon-bypassable transmission service charges. As of December 31, 2015, PECO’s regulatory liability thatof $60 million included $34$35 million related to over-recovered costs under the DSP program, $22 million related to the DSP program, $8over-recovered natural gas costs under the PGC and $3 million related to the over-recovered electric transmission costs and $16 million related to over-recovered natural gas supply costs under the PGC.

DSP Program costs. These amounts represent recoverable administrative costs incurred relating to filing, procurement, and information technology improvements associated with PECO’s PAPUC- approved DSP Program for the procurement of electric supply following the expiration of PECO’s generation rate caps on December 31, 2010. The filing and implementation costs of this DSP Program are recoverable through the GSA over its 29-month term that began January 1, 2011. The independent evaluator costs associated with conducting procurements is recoverable over a12-month period after the PAPUC approves the results of the procurements. Costs relating to information technology improvements are recoverable over a 5-year period that began January 1, 2011. PECO earns a return on the recovery of information technology costs. These costs are included within the energy and transmission programs line item.

DSP II Program Costs. These amounts represent recoverable administrative costs incurred relating to the filing and procurement associated with PECO’s second PAPUC-approved DSP program for the procurement of electric supply. The filing and procurement of this DSP Program are recoverable through the GSA over its 24-month term that began June 1, 2013. The independent evaluator costs associated with conducting procurements are recoverable over a12-month period after the PAPUC approves the results of the procurements. PECO is not earning a return on these costs. These costs are included within the energy and transmission programs line item.

The BGE energy costs represent the electric andsupply, gas supply, and transmission related costs recoverable (refundable) from (to) customers under BGE’s market-based SOS program, MBR program, and MBR programs,FERC approved transmission rates, respectively. BGE earns or pays interest to customers on under-recovered or over-recovered FERC transmission formula-related costs. BGE does not earn or pay interest to customers on under-under-recovered or over-recovered costs to customers.SOS and MBR costs. The recovery or refund period is a twelve-month period beginning in June of the following calendar year. As of December 31, 2014,2016, BGE’s regulatory asset of $15$38 million included $10$4 million of costs associated with transmission costs recoverable through its FERC approved formula rate, $28 million related to under-recovered electric energy costs, $4$3 million of Constellation mergerabandonment costs to be recovered upon FERC approval, and integration$3 million related to under-recovered natural gas costs. As of December 31, 2015, BGE’s regulatory asset of $40 million included $12 million of costs associated with transmission costs recoverable through its FERC approved formula rate and $28 million related to under-recovered electric energy costs. As of December 31, 2015, BGE’s regulatory liability of $18 million related to $14 million of over-recovered transmission costs and $5 million of over-recovered natural gas costs, offset by $1 million of abandonment costs to be recovered upon FERC approval.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

The Pepco energy costs represent the electric supply and transmission related costs recoverable (refundable) from (to) customers under Pepco’s market-based SOS program and FERC approved transmission rates. Pepco earns or pays interest to customers on under-recovered or over-recovered FERC transmission formula-related costs. Pepco does not earn or pay interest to customers on under- or over-recovered SOS costs. The asset is being amortized and recovered over the life of the associated assets. As of December 31, 2014, BGE’s2016, Pepco’s regulatory liabilityasset of $7$6 million related to over-recovered natural gas supplyunder-recovered electric energy costs. As of December 31, 2013, BGE’s2016, Pepco’s regulatory liability of $8 million included $5 million of over-recovered transmission costs and $3 million of over-recovered electric energy costs. As of December 31, 2015, Pepco’s regulatory asset of $9 million included $5 million of transmission costs recoverable through its FERC approved formula rate and $4 million of recoverable abandonment costs. As of December 31, 2015, Pepco’s regulatory liability of $16 million included $14 million of over-recovered transmission costs and $2 million of over-recovered electric energy costs.

The DPL energy costs represent the electric supply, gas supply, and transmission related costs recoverable (refundable) from (to) customers under DPL’s market-based SOS program, GCR and FERC approved transmission rates. DPL earns or pays interest to customers on under-recovered or over-recovered FERC transmission formula-related costs. In Delaware, DPL earns interest on under-recovered costs and pays interest to customers on over-recovered SOS an GCR costs. In Maryland, DPL does not earn or pay interest to customers on under- or over-recovered SOS costs. The asset is being amortized and recovered over the life of the associated assets. As of December 31, 2016, DPL’s regulatory asset of $5 million included $1 million of transmission costs recoverable through its FERC approved formula rate and $4 million of under-recovered electric energy costs. As of December 31, 2016, DPL’s regulatory liability of $5 million included $2 million of over-recovered electric energy costs and $3 million of Constellation merger and integrationover-recovered transmission costs. As of December 31, 2015, DPL’s regulatory asset of $11 million included $7 million of transmission costs recoverable through its FERC approved formula rate, $3 million of recoverable abandonment costs, and $1 million of abandonment costs to be recovered upon FERC approval.under-recovered electric energy costs. As of December 31, 2013, BGE’s2015, DPL’s regulatory liability of $19 million included $4 million related to the over-recovered natural gas costs under the GCR mechanism, $4 million of over-recovered electric energy costs, and $11 million of over-recovered transmission costs.

The ACE energy costs represent the electric supply and transmission related costs recoverable (refundable) from (to) customers under ACE’s market-based BGS program and FERC approved transmission rates. ACE earns or pays interest to customers on under-recovered or over-recovered FERC transmission formula-related costs. ACE earns interest on under-recovered and pays interest to customers on over-recovered BGS costs. As of December 31, 2016, ACE’s regulatory asset of $17 million included $6 million of transmission costs recoverable through its FERC approved formula rate and $11 million of under-recovered electric energy costs. As of December 31, 2016, ACE’s regulatory liability of $5 million included $4 million of over-recovered transmission costs and $1 million of over-recovered electric energy costs. As of December 31, 2015, ACE’s regulatory asset of $13 million included $2 million of transmission costs recoverable through its FERC approved formula rate and $11 million of under-recovered electric energy costs. As of December 31, 2015, ACE’s regulatory liability of $8 million related to over-recovered natural gas supplytransmission costs.

Deferred storm costs. In the MDPSC’s March 2011 rate order, BGE was authorized to defer $16 million in storm costs incurred in February 2010. These costs are being amortized over a 5-year period that began in December 2010. BGE is earningearns a return on this regulatory asset.asset and the original recovery period of five years was extended for an additional 25 months, in accordance with the MDPSC 2014 electric and natural gas distribution rate case order.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

For Pepco, DPL and ACE, amounts represent total incremental storm restoration costs incurred for repair work due to major storm events in 2016, 2015, 2012 and 2011, including the January 2016 winter storm Jonas for Pepco, June 2015 storm (for DPL and ACE), Hurricane Sandy, the June 2012 derecho, Hurricane Irene and the 2011 severe winter storm (for Pepco), that are recoverable from customers in the Maryland and New Jersey jurisdictions. Pepco’s and DPL’s costs related to Hurricane Sandy, the June 2012 derecho, Hurricane Irene and Pepco’s costs related to the 2011 severe winter storm are being amortized and recovered from customers, each over a five-year period. However, in the November 2016 Pepco Maryland Case No. 9418 order, the Commission ruled that the remaining amortization for the Pepco Maryland February 2010 storm, the January 2011 storm and Hurricane Irene be extended for an additional three years. The reason for the extension was that since these assets would be fully amortized in 2017, Pepco would over-recover these costs if the rates in this case remained in effect beyond July 2017. The January 2017 PULJ report for DPL Maryland Case No. 9424 also recommended that amortization period for Hurricane Irene (DPL MD) be extended an additional three years as well. ACE’s costs related to Hurricane Sandy, the June 2012 derecho and Hurricane Irene are being amortized and recovered from customers, each over a three-year period. PHI does not earn a return on these ACE regulatory assets.

Electric generation-related regulatory asset. As a result of the deregulation of electric generation, BGE ceased to meet the requirements for accounting for a regulated business for the previous electric generation portion of its business. As a result, BGEwrote-off its entire individual, generation-related regulatory assets and liabilities and established a single, generation-related regulatory asset to be collected through its regulated rates, which is being amortized on a basis thatapproximates thepre-existing individual regulatory asset amortization schedules. The portion of this regulatory asset that does not earn a regulated rate of return was $28$9 million as of December 31, 2014,2016, and $37$19 million as of December 31, 2013.2015. BGE will continue to amortize this amount through 2017.

Rate stabilization deferral. In June 2006, Senate Bill 1 was enacted in Maryland and imposed a rate stabilization measure that capped rate increases by BGE for residential electric customers at 15% from July 1, 2006, to May 31, 2007. As a result, BGE recorded a regulatory asset on its Consolidated Balance Sheets equal to the difference between the costs to purchase power and the revenues collected from customers, as well as related carrying charges based on short-term interest rates from July 1, 2006 to May 31, 2007. In addition, as required by Senate Bill 1, the MDPSC approved a plan that allowed residential electric customers the option to further defer the transition to market rates from June 1, 2007 to January 1, 2008. During 2007, BGE deferred $306 million of electricity purchased for resale expenses and certain applicable carrying charges, which are calculated using the impliedinterest rates of the rate stabilization bonds, as a regulatory asset related to the rate stabilization plans. During 20142016 and 2013,2015, BGE recovered $65$81 million and $66$73 million, respectively, of electricitypurchased for resale expenses and carrying charges related to the rate stabilization plan regulatory asset. BGE began amortizing the regulatory asset associated with the deferral which ended in May 2007 to earnings over a period not to exceed ten years when collection from customers began in June 2007.

Energy efficiency and demand response programs. TheseFor ComEd, these amounts represent costs recoverable (refundable) underover recoveries related to ComEd’s ICC approvedICC-approved Energy Efficiency and Demand Response Plan, PECO’s PAPUC-approved EE&C Plan, and the BGE Smart Energy Savers Program®.Plan. ComEd recoversexpects to refund these costs through a rider.over recoveries in 2017. ComEd earns a return on the capital investment incurred under the program, but does not earn (pay)or pay a return or interest on under (over) collections.or over recoveries, respectively. For PECO, this amount represents an over-collectionthese amounts represent over recoveries of program costs related to both Phase III and Phase IIIII of its PAPUC-approved EE&C Plan. PECO does not earn (pay) interest on under (over) collections. PECO began recovering the costs of its Phase III and Phase IIIII EE&C Plans through a surcharge in January 2010June 2013 and June 2013,2016, respectively,

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

based on projected spending under the programs. Phase I recovery continued over the life of the program, which expired on May 31, 2013 and excess funds collected began being refunded in June 2013. Phase II of the program began on June 1, 2013 and will continue over the lifeexpired on May 31, 2016. Phase III of the program whichbegan on June 1, 2016 and will expire on May 31, 2016. Excess funds collected are required2021. PECO does not earn (pay) interest on under (over) collections. For BGE, these amounts represent under (over) recoveries related to be refunded beginning in June 2016. PECO earned a return on the capital investment incurred under Phase I of the program. BGE’s Smart Energy Savers Program®, which includes both MDPSC approvedMDPSC-approved demand response and energy efficiency programs. For the BGE Peak RewardsSM demand response program which began in January 2008, actual marketing and customer bonus costs incurred in the demand response program are being recovered over a5-year amortization period from the date incurred pursuant to an order by the MDPSC. Fixed assets related to the demand response program are recovered over the life of the equipment. Also included in the demand response program are customer bill credits related to BGE’s Smart Energy Rewards program which began in July 2013.2013 and are being recovered through the surcharge. Actual costs incurred in the conservationenergy efficiency program are being amortized over a5-year period with recovery beginning in 2010 pursuant to an order by the MDPSC. BGE earns a rate of return on the capital investments and deferred costs incurred under the program and earns (pays) interest on under (over) collections.

Combined NotesFor Pepco, DPL and ACE, amounts represent recoverable costs associated with customer direct load control and energy efficiency and conservation programs in all jurisdictions that are being recovered from customers. These programs are designed to Consolidated Financial Statements—(Continued)reduce customers’ energy consumption. PHI earns a return on these regulatory assets.

(Dollars in millions, except per share data unless otherwise noted)

Merger integration costs. These amounts representinclude integration costs to achieve distribution synergies related to the Constellation merger transaction. As a result of the MDPSC’s February 2013 rate order, BGE deferred $8 million related tonon-severance merger integration costs incurred during 2012 and the first quarter of 2013. Of these costs, $4 million was authorized to be amortized over a5-year period that began in March 2013. The recovery of the remaining $4 million was deferred. In the MDPSC’s December 2013 rate order, BGE was authorized to recover the remaining $4 million and an additional $4 million ofnon-severance merger integration costs incurred during 2013. These costs are being amortized over a5-year period that began in December 2013. BGE is earning a return on this regulatory asset included in base rates.

These amounts also include integration costs to achieve distribution synergies related to the PHI acquisition. As of December 31, 2016, BGE’s regulatory asset of $10 million included $6 million of previously incurred PHI acquisition costs as authorized by the June 2016 rate case order. As of December 31, 2016, PHI’s regulatory asset of $15 million represents previously incurred PHI acquisition costs expected to earn a return and be recovered in distribution rates in the Maryland service territories of Pepco and DPL.

Under (Over)-recovered electric and gas revenue decoupling. TheseFor BGE, these amounts represent the electric and gas distribution costs recoverable from or (refundable) to customers under BGE’s decoupling mechanism,mechanisms, which does not earn a rate of return.return and is being recovered over the life of the associated assets. As of December 31, 2014,2016, BGE had a regulatory asset of $7$2 million related to under-recovered natural gas revenue decoupling and $1 million related to under-recovered electric revenue decoupling. As of December 31, 2015, BGE had a regulatory asset of $30 million related to under-recovered electric revenue decoupling and a regulatory liability of $12$1 million related to over-recovered natural gas revenue decoupling.

For Pepco and DPL, these amounts represents the electric distribution costs recoverable from customers under Pepco’s Maryland and District of Columbia decoupling mechanisms and DPL’s Maryland decoupling mechanism. Pepco and DPL earn a return on these regulatory assets.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

COPCO acquisition adjustment.On July 19, 2007, the MDPSC issued an order which provided for the recovery of a portion of DPL’s goodwill. As a result of December 31, 2013, BGE hadthis order, $41 million in DPL goodwill was transferred to a regulatory liabilityasset. This item is being amortized from August 2007 through August 2018. DPL earns a return of $7 million related12.95% on these regulatory assets.

Recoverable workers compensation and long-term disability costs.These amounts represent accrued workers’ compensation and long-term disability costs for Pepco, which are recoverable from customers when actual claims are paid to over-recoveredemployees. Pepco is not earning a return on the recovery of these costs and the recovery period is over the life of the associated assets.

Vacation accrual.These amounts represent accrued vacation costs for PECO, DPL and ACE. PECO, DPL and ACE do not earn a return on these regulatory assets and the costs are recoverable from customers when actual payments are made to employees or when vacation is taken.

Securitized stranded costs.These amounts represent certain contract termination payments under a contract between ACE and an unaffiliatednon-utility generator and costs associated with the regulated operations of ACE’s electricity generation business that are no longer recoverable through customer rates (collectively referred to as “stranded costs”). The stranded costs are amortized over the life of Transition Bonds issued by Atlantic City Electric Transition Funding LLC (ACE Funding) to securitize the recoverability of these stranded costs. These bonds mature between 2017 and 2023. A customer surcharge is collected by ACE to fund principal and interest payments on the Transition Bonds. PHI earns a return on these regulatory assets.

CAP arrearage.These amounts represent the guaranteed recovery of PECO’s previously incurred bad debt expense associated with the eligible CAP accounts receivable balances under the IPAF Program as provided by the 2015 electric revenue decouplingdistribution rate case settlement. These costs are amortized as recovery is received through a combination of customer payments over the duration of the five-year payment agreement term and $9 million related to over-recovered natural gas revenue decoupling.rate recovery, including through future rate cases if necessary. PECO is not earning a return on this regulatory asset.

Nuclear decommissioning. These amounts represent estimated future nuclear decommissioning costs for the Regulatory Agreement Units that exceed (regulatory asset) or are less than (regulatoryliability) the associated decommissioning trust fund assets. Exelon believes the trust fund assets, including prospective earnings thereon and any future collections from customers, will be sufficient to fund the associated future decommissioning costs at the time of decommissioning. Exelon is not accruing interest on these costs. See Note 15—16—Asset Retirement Obligations for additional information.

Removal costs. These amounts represent funds ComEd, BGE, PHI, Pepco, DPL and BGEACE have received from customers through depreciation rates to cover the futurenon-legally required cost of removal of property, plant and equipment which reduces rate base for ratemaking purposes. This liability is reduced as costs are incurred. PHI, Pepco, DPL, and ACE have a regulatory asset which represents removal costs incurred in excess of amounts received from customers through depreciation rates recoverable from ratepayers. Pepco, DPL and ACE do not earn a return on these regulatory assets and the recovery period is over the life of the associated assets.

Deferred rent.Represents the regulatory liability recorded at Exelon and PHI for deferred rent related to a lease. The costs of the lease are recoverable through the ratemaking process at Pepco, DPL and ACE.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

DLC Program Costs.program costs. The DLC program costs include equipment, installation, and information technology costs necessary to implement the DLC Program under PECO’s EE&C Phase I Plans. PECO received full cost recovery through Phase I collections and will amortize the costs as a credit to the income statement to offset the related depreciation expense during the same period through September 2025, which is the remaining useful life of the assets. PECO is not paying interest on these over-recovered costs.

Electric distribution tax repairs. PECO’s 2010 electric distribution rate case settlement required that the expected cash benefit from the application of Revenue Procedure2011-43, which was issued on August 19, 2011, to prior tax years be refunded to customers over a seven-year period. Credits began being reflected in customer bills on January 1, 2012. NoPECO’s 2015 electric distribution rate case settlement requires PECO to pay interest will be paid to customers.on the unamortized balance of thetax-effectedcatch-up deduction beginning January 1, 2016.

Gas distribution tax repairs. PECO’s 2010 natural gas distribution rate case settlement required that the expected cash benefit from the application of new tax repairs deduction methodologies for 2010 and prior tax years be refunded to customers over a seven-year period. In September 2012, PECO filed an application with the IRS to change its method of accounting for gas distribution repairs for the 2011 tax year. Credits began being reflected in customer bills on January 1, 2013. No interest will be paid to customers.

Capitalized Ratemaking Amounts Not Recognized (Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE)

Combined NotesThe following table illustrates our authorized amounts capitalized for ratemaking purposes related to earnings on shareholders’ investment that are not recognized for financial reporting purposes on our Consolidated Financial Statements—(Continued)

(DollarsBalance Sheets. These amounts will be recognized as revenues in millions, except per share data unless otherwise noted)our Consolidated Statements of Operations and Comprehensive Income in the periods they are billable to our customers.

 

Under (Over)-recovered AEPS costs current asset (liability). The AEPS costs represent the administrative and AEC costs incurred to comply with the requirements of the AEPS Act, which are recoverable on a full and current basis. PECO earns interest on under-recovered costs and pays interest on over-recovered costs to customers. These costs are included within the energy and transmission programs line item.

                   Successor             
   Exelon   ComEd (a)   PECO   BGE (b)   PHI   Pepco (b)   DPL (b)   ACE 

December 31, 2016

  $72    $5    $—      $57    $10    $6    $4    $—    
                   Predecessor             
   Exelon   ComEd (a)   PECO   BGE (b)   PHI   Pepco (b)   DPL (b)   ACE 

December 31, 2015

  $55    $6    $—      $49    $4    $1    $3    $—    

 

(a)Reflects ComEd’s unrecognized equity returns earned for ratemaking purposes on its under-recovered distribution services costs regulatory assets.
(b)BGE’s, Pepco’s and DPL’s authorized amounts capitalized for ratemaking purposes related to earnings on shareholders’ investment on their respective AMI Programs.

Revenue subject to refund. These amounts represent refunds and associated interest ComEd owes to customers primarily related to the treatment of the post-test year accumulated depreciation issue in the 2007 Rate Case. As of December 31, 2014, and December 31, 2013, ComEd owed $3 million and $37 million with $1 million of interest, respectively. See above discussion of the 2007 Rate Case for further information.

Purchase of Receivables Programs (Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL and BGE)

ACE)

ComEd, PECO, BGE, Pepco, DPL and BGEACE are required, under separate legislation and regulations in Illinois, Pennsylvania, Maryland, District of Columbia and Maryland, respectively,New Jersey, to purchase certain receivables from retail electric and natural gas suppliers. For retail suppliers participatingthat participate in the utilities’ consolidated billing,billing. ComEd, PECOBGE, Pepco and BGE mustDPL purchase their customer accounts receivables. ComEd purchases receivables at a discount to primarily recover uncollectible accounts expense from the suppliers. BGE’s tariff provides that receivables are to be purchased at a discount primarily to recover uncollectible accounts expense from the suppliers. However, if the discount rate is negative, the tariff provides that the receivable is purchased at a zero discount rate. BGE is currently purchasing certain receivables at a zero discount rate. PECO is required to purchase receivables

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

at face value and is permitted to recover uncollectible accounts expense, including those from Third Party Suppliers, from customers through distribution rates. ACE purchases receivables at face value. ACE recovers all uncollectible accounts expense, including those from Third Party Suppliers, through the Societal Benefits Charge (SBC) rider, which includes uncollectible accounts expense as a component. The SBC is filed annually with the NJBPU. Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL and BGEACE do not record unbilled commodity receivables under theirthe POR programs. Purchased billed receivables are classified in otherOther accounts receivable, net on Exelon’s, ComEd’s, PECO’s, BGE’s, PHI’s, Pepco’s, DPL’s and BGE’sACE’s Consolidated Balance Sheets. The following tables provide information about the purchased receivables of the Registrantsthose companies as of December 31, 20142016 and 2013.December 31, 2015.

 

As of December 31, 2014

  Exelon  ComEd  PECO  BGE 

Purchased receivables (a)

  $290   $139   $76   $75  

Allowance for uncollectible accounts (b)

   (42  (21  (8  (13
  

 

 

  

 

 

  

 

 

  

 

 

 

Purchased receivables, net

  $248   $118   $68   $62  
  

 

 

  

 

 

  

 

 

  

 

 

 

As of December 31, 2013

  Exelon  ComEd  PECO  BGE 

Purchased receivables (a)

  $263   $105   $72   $86  

Allowance for uncollectible accounts (b)

   (30  (16  (7  (7
  

 

 

  

 

 

  

 

 

  

 

 

 

Purchased receivables, net

  $233   $89   $65   $79  
  

 

 

  

 

 

  

 

 

  

 

 

 
               Successor          

As of December 31, 2016

  Exelon  ComEd  PECO  BGE  PHI  Pepco  DPL  ACE 

Purchased receivables(c)

  $313   $87   $72   $59   $95   $63   $10   $22  

Allowance for uncollectible accounts(a)

   (37  (14  (6  (4  (13  (7  (2  (4
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Purchased receivables, net

  $276   $73   $66   $55   $82   $56   $8   $18  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
               Predecessor          

As of December 31, 2015

  Exelon  ComEd  PECO  BGE  PHI  Pepco  DPL  ACE 

Purchased receivables(b)(c)

  $229   $103   $67   $59   $100   $70   $11   $19  

Allowance for uncollectible accounts(a)

   (31  (16  (7  (8  (6  (4  —      (2
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Purchased receivables, net

  $198   $87   $60   $51   $94   $66   $11   $17  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(a)PECO’s gas POR program became effective on January 1, 2012 and includes a 1% discount on purchased receivables in order to recover the implementation costs of the program. If the costs are not fully recovered when PECO files its next gas distribution rate case, PECO will propose a mechanism to recover the remaining implementation costs as a distribution charge to low volume transportation customers or apply future discounts on purchased receivables from natural gas suppliers serving those customers.
(b)For ComEd, BGE, Pepco and BGE,DPL, reflects the incremental allowance for uncollectible accounts recorded, which is in addition to the purchase discount. For ComEd, the incremental uncollectible accounts expense is recovered through its Purchase of Receivables with Consolidated Billing (PORCB) tariff.

(b)PECO’s natural gas POR program became effective on January 1, 2012 and included a 1% discount on purchased receivables in order to recover the implementation costs of the program. The implementation costs were fully recovered and the 1% discount was reset to 0%, effective July 2015.
(c)Pepco’s electric POR program in Maryland included a discount on purchased receivables ranging from 0% to 2% depending on customer class, and Pepco’s electric POR program in the District of Columbia included a discount on purchased receivables ranging from 0% to 6% depending on customer class. DPL’s electric POR program in Maryland included a discount on purchased receivables ranging from 0% to 1% depending on customer class.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

4. Mergers, Acquisitions, and Dispositions (Exelon, Generation, PHI, DPL and Pepco)

Proposed Merger with Pepco Holdings, Inc. (Exelon)

Description of Transaction

On April 29, 2014,March 23, 2016, Exelon completed the merger contemplated by the Merger Agreement among Exelon, Purple Acquisition Corp., a wholly owned subsidiary of Exelon (Merger Sub) and Pepco Holdings, Inc. (PHI) signed an agreement. As a result of that merger, Merger Sub was merged into PHI (the PHI Merger) with PHI surviving as a wholly owned subsidiary of Exelon and planExelon Energy Delivery Company, LLC (EEDC), a wholly owned subsidiary of merger (as subsequently amendedExelon which also owns Exelon’s interests in ComEd, PECO and restated asBGE (through a special purpose subsidiary in the case of July 18, 2014,BGE). Following the Merger Agreement) to combine the two companies in an all cash transaction. The resulting company will retain the Exelon name and be headquartered in Chicago. Under the Merger Agreement, PHI’s shareholders will receive $27.25 of cash in exchange for each share of PHI common stock. In connection with the Merger Agreement, Exelon entered into a subscription agreement under which it has purchased $126 million of a new class of nonvoting, nonconvertible and nontransferable preferred securities of PHI as of December 31, 2014, with additional investments of $18 million to be made quarterly up to a maximum aggregate investment of $180 million. The preferred securities are included in Other non-current assets on Exelon’s Consolidated Balance Sheet. PHI has the right to redeem the preferred securities at its option for the purchase price paid plus accrued dividends, if any. Exelon expects total cash required to fund the acquisition of common stock and preferred securities plus other related acquisition costs to total approximately $7.2 billion. As partcompletion of the applications for approval of the merger,PHI Merger, Exelon and PHI proposedcompleted a packageseries of benefits to the PHI utilities’ respective customers, providing for direct investment of more than $100 million with the actual amount and timing of any related payments dependent upon settlement discussionsinternal corporate organization restructuring transactions resulting in merger regulatory approval proceedings and the terms of regulatory orders approving the merger.

To date, the PHI stockholders, the Virginia State Corporation Commission, the New Jersey Board of Public Utilities (NJBPU) and the FERC have approved the merger of PHI and Exelon. The Federal Communications Commission has also approved the transfer of certain PHI communications licenses. On February 11, 2015, the NJBPU approved the proposed mergerPHI’s unregulated business interests to Exelon and Generation and the previously filed settlement signedtransfer of PHI, Pepco, DPL and filed by Exelon, PHI, Atlantic City Electric (ACE), NJBPU staff, and the Independent Energy Coalition. The settlement providesACE to a packagespecial purpose subsidiary of benefits to ACE customers and the state of New Jersey. This package of benefits includes the establishment of customer rate credit programs, with an aggregate value of $62 million for ACE customers and energy efficiency programs that will provide savings for ACE customers of $15 million.

Completion of the transaction also remains conditioned upon approval by the Public Services Commissions of the District of Columbia, Delaware and Maryland. Procedural schedules have been set in these commission proceedings and final approval decisions are expected in the first half of 2015.

On October 9, 2014, PHI and Exelon each received a request for additional information from the DOJ. The request had the effect of extending the DOJ review period until 30 days after PHI and Exelon each has certified that it had substantially complied with the request. On November 21, 2014, Exelon and PHI each certified that it had substantially complied with the request. Accordingly, the HSR Act waiting period expired on December 22, 2014, and the HSR Act no longer precludes completion of the merger. Although the DOJ allowed the waiting period under the HSR Act to expire without taking any action with respect to the merger, the DOJ has not advised Exelon or PHI that it has concluded its investigation. Exelon and PHI will continue to work cooperatively with the DOJ regarding the proposed merger.

Exelon and PHI continue to expect to complete the merger in the second or third quarter of 2015.EEDC.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Regulatory Matters

Approval of the merger in Delaware, New Jersey, Maryland and the District of Columbia was conditioned upon Exelon and PHI agreeing to certain commitments including where applicable: customer rate credits, funding for energy efficiency and delivery system modernization programs, a green sustainability fund, workforce development initiatives, charitable contributions, renewable generation and other required commitments. In addition, the orders approving the merger in Delaware, New Jersey, and Maryland include a “most favored nation” provision which, generally speaking, requires allocation of merger benefits proportionally across all the jurisdictions.

During the third and fourth quarters of 2016, Exelon and PHI filed proposals in Delaware, New Jersey and Maryland for amounts and allocations reflecting the application of the most favored nation provision, resulting in a total nominal cost of commitments of $513 million excluding renewable generation commitments (approximately $444 million on a net present value basis, excluding renewable generation commitments and charitable contributions). These filings, which reflect agreements reached with certain parties to the merger proceedings in the jurisdictions, were subject to regulatory review and approval in each jurisdiction. The DPSC and NJBPU approved the amounts and allocations during the third and fourth quarters of 2016. An order from the MDPSC is expected in the first quarter of 2017. No changes in commitment cost levels are required in the District of Columbia.

During the fourth quarter of 2016, the MDPSC approved a change in the application of $9 million in funding for energy-efficiency program support in the DPL MD service territory. This resulted in an adjustment to the merger commitment costs recorded at Exelon Corporate and DPL. Exelon Corporate recorded a decrease and DPL recorded an increase of $9 million in Operating and maintenance expense.

The following amounts were recognized as total commitment costs in Operating and maintenance expense in Exelon’s, PHI’s, Pepco’s, DPL’s and ACE’s Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2016 and PHI’s successor period:

   Expected
Payment
Period
       Successor     

Description

    Pepco (a)   DPL (a)   ACE (a)   PHI (a)   Exelon (a) 

Rate credits

   2016 - 2017    $91    $67    $101    $259    $259  

Energy efficiency

   2016 - 2021     —       —       —       —       111  

Charitable contributions

   2016 - 2026     28     12     10     50     50  

Delivery system modernization

   Q2 2016     —       —       —       —       22  

Green sustainability fund

   Q2 2016     —       —       —       —       14  

Workforce development

   2016 - 2020     —       —       —       —       24  

Other

     7     7     —       14     33  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    $126    $86    $111    $323    $513  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Included within the individual line items is the most favored nation provision estimate of $6 million, $5 million $38 million, $49 million and $134 million at Pepco, DPL, ACE, PHI and Exelon, respectively.

Pursuant to the orders approving the merger, Exelon made $73 million, $46 million and $49 million of equity contributions to Pepco, DPL and ACE, respectively, in the second quarter of 2016 to fund theafter-tax amounts of the customer bill credit and the customer base rate credit commitments.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

In addition, Exelon is committed to develop or to assist in the commercial development of 37 MWs of new generation in Maryland, District of Columbia, and Delaware, 27 MWs of which are to be completed by 2018. These investments are expected to total approximately $137 million, are expected to be primarily capital in nature, and will generate future earnings at Exelon and Generation. Investment costs will be recognized as incurred and recorded on Exelon’s and Generation’s financial statements. Exelon has beenalso committed to purchase 100 MWs of wind energy in PJM, to procure 120 MWs of wind RECs for the purpose of meeting Delaware’s renewable portfolio standards, and to maintain and promote energy efficiency and demand response programs in the PHI jurisdictions.

Pursuant to the various jurisdictions’ merger approval conditions, over specified periods Pepco, DPL and ACE are not permitted to reduce employment levels due to involuntary attrition associated with the merger integration process and have made other commitments regarding hiring and relocation of positions.

Exelon was previously named in suits filed in the Delaware Chancery Court alleging that individual directors of PHI breached their fiduciary duties by entering into the proposed merger transaction and that Exelon aided and abetted the individual directors’ breaches. The suits seek to enjoin PHI from completing the merger or seeksought rescission of the merger if completed. In addition, they also seekand unspecified damages and costs. In September 2014,On June 1, 2016, the parties reachedexecuted a proposed settlement which isto resolve all claims, subject to court approval. Final courtthe approval of the proposed settlement is not expectedDelaware Court. A hearing had been scheduled for September 8, 2016 in the Delaware Court to occurconsider whether to approve the settlement. However, on August 19, 2016, the plaintiffs advised Exelon that they had determined to dismiss the case in its entirety and with prejudice. On August 24, 2016, the Delaware Court issued an order approving the dismissal.

In July 2015, the OPC, Public Citizen, Inc., the Sierra Club and the Chesapeake Climate Action Network (CCAN) filed motions to stay the MDPSC order approving the merger and in July and August, Exelon, PHI, the MDPSC, Prince George’s County and Montgomery County filed responses opposing the motions to stay. The judge issued an order denying the motions for stay on August 12, 2015. On January 8, 2016, the Circuit Court judge affirmed the MDPSC’s order approving the merger and denied the petitions for judicial review filed by the OPC, the Sierra Club, CCAN and Public Citizen, Inc. On January 19, 2016, the OPC filed a notice of appeal to the Maryland Court of Special Appeals, and on January 21, 2016, the Sierra Club and CCAN filed a notice of appeal. On January 27, 2017, the Maryland Court of Special Appeals affirmed the Circuit Court’s judgment. The OPC and Sierra Club have until the later of (i) 30 days from the date of the Court’s order or (ii) 15 days from the date the Court enters its mandate, to file their petition for further review in the Court of Appeals. Exelon cannot predict if the petition will be filed.

Between March 25, 2016 and April 22, 2016, various parties filed motions with the DCPSC to reconsider its March 23, 2016 order approving the merger. On June 17, 2016, the DCPSC denied all motions. In August 2016, the District of Columbia Office of People’s Counsel, the District of Columbia Government, and Public Citizen jointly with DC Sun each filed petitions for judicial review of the DCPSC’s March 23, 2016 order with the District of Columbia Court of Appeals. On September 9, 2016, the Court consolidated the appeals. The Court has issued a scheduling order, and a decision is expected in the second or third quarter of 2015, at2017. Exelon believes the earliest. Exelon has also been namedmatters are without merit.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in a federal court case with similar claimsmillions, except per share data unless otherwise noted)

Accounting for the Merger Transaction

The total purchase price consideration of approximately $7.1 billion for the PHI Merger consisted of cash paid to PHI shareholders, cash paid for PHI preferred securities and iscash paid for PHI stock-based compensation equity awards as follows:

(In millions of dollars, except per share data)

  Total
Consideration
 

Cash paid to PHI shareholders at $27.25 per share (254 million shares outstanding at March 23, 2016)

  $6,933  

Cash paid for PHI preferred stock (a)

   180  

Cash paid for PHI stock-based compensation equity awards (b)

   29  
  

 

 

 

Total purchase price

  $7,142  
  

 

 

 

(a)As of December 31, 2015, the preferred stock was included in Othernon-current assets on Exelon’s Consolidated Balance Sheets.
(b)PHI’s unvested time-based restricted stock units and performance-based restricted stock units issued prior to April 29, 2014 were immediately vested and paid in cash upon the close of the merger. PHI’s remaining unvested time-based restricted stock units as of the close of the merger were cancelled. There were no remaining unvested performance-based restricted stock units as of the close of the merger.

PHI shareholders received $27.25 of cash in the processexchange for each share of negotiating a settlement. Exelon does not believe these suits will impact the completionPHI common stock outstanding as of the transaction, and they are not expected to have a material impact on Exelon’s resultseffective date of operations.

Through December 31, 2014, Exelon has incurred approximately $179 million of expense associatedthe merger. In connection with the proposed merger, primarily $48 million related to acquisition and integration costs and $131 million of costs incurred to finance the transaction. The Merger Agreement also provides for termination rights on behalf of both parties. Under certain circumstances, if the Merger Agreement, is terminated, PHI may be required to pay Exelon entered into a termination fee ranging from $259Subscription Agreement under which it purchased $180 million to $293 million plus certain expenses. If the Merger Agreement does not close due toof a regulatory failure, Exelon may be required to pay PHI a termination fee equal to the amountnew class of purchased nonvoting, nonconvertible and nontransferable preferred securities of PHI described above, throughprior to December 31, 2015. On March 23, 2016, the redemption by PHI of the outstanding nonvoting preferred securities were cancelled for no consideration other thanto Exelon, and accordingly, the nominal par$180 million cash consideration previously paid to acquire the preferred securities was treated as purchase price consideration.

The valuations performed in the first quarter of 2016 to assess the fair value of the stock.

Merger Financing

Exelon intends to fund the all-cash transaction using a combination of approximately $3.5 billion of debt, up to $1.0 billion in cash from asset sales primarily at Generation,certain assets acquired and the remainder through issuance of equity (including mandatory convertible securities). On June 11, 2014, Exelon marketed an equity offering of 57.5 million shares of its common stock at a public offering price of $35 per share in connection with forward sales agreements and $1.2 billion of junior subordinated notes in the form of 23 million equity units. In addition, Exelon signed a 364-day $7.2 billion senior unsecured bridge credit facility to support the contemplated transaction and provide flexibility for timing of permanent financing, which has subsequently been reduced to a $3.2 billion facilityliabilities assumed were considered preliminary as a result of the executionshort time period between the closing of the debt and equity security issuancesmerger and the end of the first quarter of 2016. Accounting guidance provides that the allocation of the purchase price may be modified up to one year from the date of the merger as more information is obtained about the fair value of assets acquired and liabilities assumed. Exelon expects to finalize these amounts in the first quarter of 2017. During the second, third and fourth quarters of 2016, certain modifications were made to preliminary valuation amounts for acquired property, plant and equipment, unamortized energy contracts, current liabilities, long-term debt, deferred income taxes and pension and OPEB liabilities resulting in an $11 million net after-taxdecrease to goodwill. The preliminary amounts recognized are subject to further revision to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Any changes to the fair value assessments may affect the purchase price allocation and could potentially impact goodwill.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Exelon applied push-down accounting to PHI, and accordingly, the PHI assets acquired and liabilities assumed were recorded at their estimated fair values on Exelon’s and PHI’s Consolidated Balance Sheets as of March 23, 2016, as follows:

Preliminary Purchase Price Allocation

    

Current assets

  $1,441  

Property, plant and equipment

   11,088  

Regulatory assets

   5,015  

Other assets

   248  

Goodwill

   4,005  
  

 

 

 

Total assets

  $21,797  
  

 

 

 

Current liabilities

  $2,752  

Unamortized energy contracts

   1,515  

Regulatory liabilities

   297  

Long-term debt, including current maturities

   5,636  

Deferred income taxes

   3,447  

Pension and OPEB liabilities

   821  

Other liabilities

   187  
  

 

 

 

Total liabilities

  $14,655  
  

 

 

 

Total purchase price

  $7,142  
  

 

 

 

On its successor financial statements, PHI has recorded, beginning March 24, 2016, Membership interest equity of $7.2 billion, which is greater than the total $7.1 billion purchase price, reflecting the impact of a $59 million deferred tax liability recorded only at Exelon Corporate to reflect unitary state income tax consequences of the merger.

The excess of the purchase price over the estimated fair value of the assets acquired and the liabilities assumed totaled $4.0 billion, which was recognized as goodwill by PHI and Exelon at the acquisition date, reflecting the value associated with enhancing Exelon’s regulated utility portfolio of businesses, including the ability to leverage experience and best practices across the utilities and the opportunities for synergies. For purposes of future required impairment assessments, the goodwill has been preliminarily assigned to PHI’s reportable units Pepco, DPL and ACE in the amounts of $1.7 billion, $1.1 billion and $1.2 billion, respectively. None of this goodwill is tax deductible.

Immediately following closing of the merger, $235 million of net assets included in the table above associated with PHI’s unregulated business interests were distributed by PHI to Exelon. Exelon contributed $163 million of such net assets to Generation.

The fair values of PHI’s assets and liabilities were determined based on significant estimates and assumptions that are judgmental in nature, including projected future cash proceedsflows (including timing), discount rates reflecting risk inherent in the future cash flows, future market prices and impacts of utility rate regulation. There were also judgments made to determine the expected useful lives assigned to each class of assets acquired.

Through its wholly-owned rate regulated utility subsidiaries, most of PHI’s assets and liabilities are subject tocost-of-service rate regulation. Under such regulation, rates charged to customers are established by a regulator to provide for recovery of costs and a fair return on invested capital, or rate

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

base, generally measured at historical cost. In applying the acquisition method of accounting, for regulated assets and liabilities included in rate base or otherwise earning a return (primarily property, plant and equipment and regulatory assets earning a return), no fair value adjustments were recorded as historical cost is viewed as a reasonable proxy for fair value.

Fair value adjustments were applied to the historical cost bases of other assets and liabilities subject to rate regulation but not earning a return (including debt instruments and pension and OPEB obligations). In these instances, a corresponding offsetting regulatory asset or liability was also established, as the underlying utility asset and liability amounts are recoverable from generatingor refundable to customers at historical cost (and not at fair value) through the rate setting process. Similar treatment was applied for fair value adjustments to record intangible assets and liabilities, such as for electricity and gas energy supply contracts as further described below. Regulatory assets and liabilities established to offset fair value adjustments are amortized in amounts and over time frames consistent with the realization or settlement of the fair value adjustments, with no impact on reported net income. See Note 3—Regulatory Matters for additional information regarding the fair value of regulatory assets and liabilities established by Exelon and PHI.

Fair value adjustments were recorded at Exelon and PHI for the difference between the contract price and the market price of electricity and gas energy supply contracts of PHI’s wholly-owned rate regulated utility subsidiaries. These adjustments are intangible assets and liabilities classified as unamortized energy contracts on Exelon’s and PHI’s Consolidated Balance Sheets as of December 31, 2016. The difference between the contract price and the market price at the acquisition date of the Merger was recognized for each contract as either an intangible asset divestituresor liability. In total, Exelon and PHI recorded a net $1.5 billion liability reflectingout-of-the-money contracts. The valuation of the acquired intangible assets and liabilities was estimated by applying either the market approach or the income approach depending on the nature of the underlying contract. The market approach was utilized when prices and other relevant information generated by market transactions involving comparable transactions were available. Otherwise the income approach, which is based upon discounted projected future cash flows associated with the underlying contracts, was utilized. In certain instances, the valuations were based upon certain unobservable inputs, which are considered Level 3 inputs, pursuant to applicable accounting guidance. Key estimates and inputs include forecasted power prices and the discount rate. The unamortized energy contract fair value adjustment amounts and the corresponding offsetting regulatory asset and liability amounts are amortized through Purchase power and fuel expense or Operating revenues, as applicable, over the life of the applicable contract in relation to the present value of the underlying cash flows as of the merger date.

As mentioned, undercost-of-service rate regulation, rates charged to customers are established by a regulator to provide for recovery of costs and a fair return on invested capital, or rate base, generally measured at historical cost. Historical cost information therefore is the most relevant presentation for the financial statements of PHI’s rate regulated utility subsidiary registrants, Pepco, DPL and ACE. As such, Exelon and PHI did not push-down the application of acquisition accounting to PHI’s utility registrants, and therefore the financial statements of Pepco, DPL and ACE do not reflect the revaluation of any assets and liabilities.

The current impact of PHI, including its unregulated businesses, on Exelon’s Consolidated Statements of Operations and Comprehensive Income includes Operating revenues of $3,785 million and Net loss of $(66) million during the secondyear ended December 31, 2016.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

For the periods ended December 31, 2016 and 2015, Exelon and PHI have recognized expense to achieve the PHI acquisition as follows:

   For the Year Ended December 31, 

Acquisition, Integration and Financing Costs (a)

          2016                  2015         

Exelon (b)

  $143   $87  

Generation

   37    24  

ComEd (c)

   (6  9  

PECO

   5    4  

BGE (c)

   (1  5  

Pepco (c)

   28    3  

DPL (c)

   20    2  

ACE

   19    1  

   Successor       Predecessor 

Acquisition, Integration and Financing Costs (a)

  March 24,
2016 to
December 31,
2016
       January 1,
2016 to

March 23,
2016
   For the Year
Ended
December 31,
2015
 

PHI(c)

  $69       $29    $19  

(a)The costs incurred are classified primarily within Operating and maintenance expense in the Registrants’ respective Consolidated Statements of Operations and Comprehensive Income, with the exception of the financing costs, which are included within Interest expense. Costs do not include merger commitments discussed above.
(b)Reflects costs (benefits) recorded at Exelon related to financing, includingmark-to-market activity on forward-starting interest rate swaps.
(c)For the year ended December 31, 2016, includes the reversal of previously incurred acquisition, integration and financing costs of $8 million, $6 million, $11 million, $4 million, and $16 million incurred at ComEd, BGE, Pepco, DPL and PHI, respectively, that have been deferred and recorded as a regulatory asset for anticipated recovery. See Note 3—Regulatory Matters for more information.

Pro-forma Impact of the Merger

The following unaudited pro forma financial information reflects the consolidated results of operations of Exelon as if the merger with PHI had taken place on January 1, 2015. The unaudited pro forma information was calculated after applying Exelon’s accounting policies and adjusting PHI’s results to reflect purchase accounting adjustments.

The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the merger events taken place on the dates indicated, or the future consolidated results of operations of the combined company.

   Year Ended
December 31,
 
   2016 (a)   2015 (b) 

Total operating revenues

  $32,342    $33,823  

Net income attributable to common shareholders

   1,562     2,618  

Basic earnings per share

  $1.69    $2.85  

Diluted earnings per share

   1.69     2.84  

(a)The amounts above excludenon-recurring costs directly related to the merger of $680 million and intercompany revenue of $171 million for year ended December 31, 2016.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

(b)The amounts above excludenon-recurring costs directly related to the merger of $92 million and intercompany revenue of $559 million for the year ended December 31, 2015.

Acquisition of ConEdison Solutions (Exelon and Generation)

On September 1, 2016, Generation acquired the competitive retail electricity and natural gas business of Consolidated Edison Solutions, Inc. (ConEdison Solutions), a subsidiary of Consolidated Edison, Inc. for a purchase price of $257 million including net working capital of $204 million. The renewable energy, sustainable services and energy efficiency businesses of ConEdison Solutions are excluded from the transaction. As of December 31, 2016, Generation had remitted $235 million to ConEdison Solutions and the remaining balance of $22 million, which is included in Other current liabilities on Exelon’s and Generation’s Consolidated Balance Sheets, will be paid during the first quarter of 2017.

The following table summarizes the acquisition-date fair value of the consideration transferred and the assets and liabilities assumed for the ConEdison Solutions acquisition by Generation as of September 1, 2016:

Total consideration transferred

  $257  
  

 

 

 

Identifiable assets acquired and liabilities assumed

  

Working capital assets

  $204  

Property, plant and equipment

   2  

Mark-to-market derivative assets

   6  

Unamortized energy contract assets

   100  

Customer relationships

   9  

Other assets

   1  
  

 

 

 

Total assets

  $322  
  

 

 

 

Mark-to-market derivative liabilities

  $(65
  

 

 

 

Total liabilities

  $(65
  

 

 

 

Total net identifiable assets, at fair value

  $257  
  

 

 

 

The purchase price equaled the estimated fair value of the net assets acquired and the liabilities assumed and, therefore, no goodwill or bargain purchase was recorded as of December 31, 2016. The purchase accounting is preliminary, and, although not expected, may be further adjusted from what is shown above. Accounting guidance provides that the allocation of the purchase price may be modified up to one year from the date of the acquisition as more information is obtained about the fair value of assets acquired and liabilities assumed; however, Generation expects to finalize these amounts by the first quarter of 2017.

The fair values of ConEdison Solutions’ assets and liabilities were determined based on significant estimates and assumptions that are judgmental in nature, including projected future cash flows (including timing), discount rates reflecting risk inherent in the future cash flows and future power and fuel market prices.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Proposed Acquisition of James A. FitzPatrick Nuclear Generating Station (Exelon and Generation)

On August 8, 2016, Generation executed a series of agreements with Entergy Nuclear FitzPatrick LLC (Entergy) to acquire the 838 MW single-unit James A. FitzPatrick (FitzPatrick) nuclear generating station located in Scriba, New York for a cash purchase price of $110 million. As part of the transaction, Generation would receive the FitzPatrick NDT fund assets and assume the obligation to decommission FitzPatrick. The NRC license for FitzPatrick expires in 2034. In November 2015, Entergy had announced plans to early retire FitzPatrick at the end of the current fuel cycle in January 2017. Under the terms of the agreements, Generation will reimburse Entergy for approximately $200 million to $250 million of incremental costs to prepare for and conduct the plant refueling outage as well as to operate and maintain the plant after the refueling outage, scheduled to end in February 2017, through the closing date. These are costs which otherwise would have been avoided by FitzPatrick’s planned permanent shutdown in January 2017. Generation will be entitled to all revenues from FitzPatrick’s electricity and capacity sales for the period commencing upon completion of the refueling outage through the acquisition closing date. The agreements provide for certain termination rights, including the right of either party to terminate if the transaction has not been consummated within 12 months due to failure to obtain the required regulatory approvals.

Closing of the transaction is currently anticipated to occur in the first half of 2014. See Note 13—Debt2017 and Credit Agreementsrequires regulatory approval by FERC, NRC, and Note 19—Common Stockthe New York Public Service Commission (NYPSC). The transaction is also subject to the notification and reporting requirements of the HSR Act (which had been completed) and other customary closing conditions. On November 17, 2016 the NYPSC issued an order approving the transaction. On October 11, 2016, Public Citizen, Inc. filed a protest with FERC challenging Generation and Entergy’s application to FERC for more information.the transfer of ownership of FitzPatrick. No other party to the FERC proceeding filed any protests or comments. On December 7, 2016 FERC approved Generation’s acquisition of the FitzPatrick facility and dismissed the Public Citizen protest. Public Citizen filed a request for rehearing on January 6, 2017. NRC is the final regulatory approval required to close the transaction and is anticipated during the first half of 2017.

The transaction is expected to be accounted for as a business combination. For accounting and financial reporting purposes, the costs for which Generation reimburses Entergy as well as the revenue received from FitzPatrick prior to the closing of the transaction will be treated as part of the purchase price consideration. Generation will record the fair value of the assets acquired and liabilities assumed as of the acquisition date. To the extent the purchase price is greater than the fair value of the net assets acquired, goodwill will be recorded. To the extent the fair value of the net assets acquired is greater than the purchase price, a bargain purchase gain will be recorded.

As of December 31, 2016, Generation has recorded $127 million of purchase price consideration in Other noncurrent assets on Exelon’s and Generation’s Consolidated Balance Sheets. The cash outflows associated with these amounts are reflected within Acquisition of businesses on Exelon’s and Generation’s Consolidated Statements of Cash Flows. In the event the acquisition does not close, these amounts would be subject to potentialwrite-off to Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. For the year ended December 31, 2016, Exelon and Generation incurred $19 million of merger and integration related costs which are included within Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Acquisitions (Exelon and Generation)

Acquisition of Integrys Energy Services, Inc. (Exelon and Generation)

On November 1, 2014, Generation acquired the competitive retail electric and natural gas business activities of Integrys Energy Group, Inc. through the purchase of all of the stock of its wholly owned subsidiary, Integrys Energy Services, Inc. (Integrys)(IES) for a purchase price of $332 million including net working capital. Generation has elected to account for the transaction as an asset acquisition for federal income tax purposes. As of December 31, 2014, Generation had remitted $319 million to Integrys Energy Group, Inc. and the remaining balance of $13 million, which is included in Other current liabilities on Exelon’s and Generation’s Consolidated Balance Sheets, will be paid during the first or second quarter of 2015. The generation and solar asset businesses of Integrys are excluded from the transaction. The Purchase Agreement also includes various representations, warranties, covenants, indemnification and other provisions customary for a transaction of this nature.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Consistent with the applicable accounting guidance, the fair value of the assets acquired and liabilities assumed was determined as of the acquisition date through the use of significant estimates and assumptions that are judgmental in nature. Some of the more significant estimates and assumptions used include: projected future cash flows (including the amount and timing); discount rates reflecting the risk inherent in the future cash flows; and future power and fuel market prices.

The following table summarizes the acquisition-date fair value of the consideration transferred and the assets and liabilities assumed for the Integrys acquisition by Generation:

 

Total consideration transferred

  $332  

Identifiable assets acquired and liabilities assumed

  

Working capital assets

  $389  

Mark-to-market derivative assets

   185  

Unamortized energy contract assets

   115  

Customer relationships

   48  

Working capital liabilities

   (195

Mark-to-market derivative liabilities

   (57

Unamortized energy contract liabilities

   (109

Deferred tax liability

   (16
  

 

 

 

Total net identifiable assets, at fair value

  $360  
  

 

 

 

Bargain purchase gain (after-tax)

  $28  
  

 

 

 

Total consideration transferred

  $332  

Identifiable assets acquired and liabilities assumed

    

Working capital assets

  $390  

Mark-to-market derivative assets

   184  

Unamortized energy contract assets

   115  

Customer relationships

   50  

Working capital liabilities

   (196

Mark-to-market derivative liabilities

   (57

Unamortized energy contract liabilities

   (110

Deferred tax liability

   (16
  

 

 

 

Total net identifiable assets, at fair value

  $360  
  

 

 

 

Bargain purchase gain(after-tax)

  $28  
  

 

 

 

The purchase accounting is preliminary, and although not expected, may be further adjusted from what is shown above.

The after-tax bargain purchase gain of $28 million is primarily the result of IES executing additional contract volumes between the date the acquisition agreement was signed and the closing of the transaction resulting in an increase in the fair value of the net assets acquired as of the acquisition date. Theafter-tax gain is included within Gain on consolidation and acquisition of businesses in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

IES’s operating revenuerevenues and net loss included in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income for the period from November 1, 2014 to December 31, 2014 were approximately $386 million and $(42) million, respectively. The net loss for the period from November 1, 2014 to December 31, 2014 includespre-tax unrealized losses on derivative contracts of $108 million and the bargain purchase gain of $28 million. It is impracticable to determine the overall financial statement impact of IES for 2015 and 2016 due to the integration of the business into ongoing operations. For the years ended December 31, 2015, and 2014, Exelon and Generation incurred approximately$5 million and $7 million, respectively, of merger and integration related costs which are included within Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

Merger with Constellation (Exelon, Generation, ComEd, PECO and BGE)

Description of Constellation Merger Transaction

On March 12, 2012, Exelon completed the merger contemplated by the Merger Agreement among Exelon, Bolt Acquisition Corporation, a wholly owned subsidiary of Exelon (Merger Sub), and Constellation. As a result of that merger, Merger Sub was merged into Constellation (the Initial Merger) and Constellation became a wholly owned subsidiary of Exelon. Following the completion of the Initial

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Merger,Asset Divestitures (Exelon, Generation, PHI, Pepco and DPL)

On November 10, 2015, Pepco completed the sale of a 3.5 acre parcel of unimproved land (held asnon-utility property) in the Buzzard Point area of southeast Washington, D.C., resulting in apre-tax gain of $37 million.

On December 31, 2015, Pepco completed the sale of a 3.8 acre parcel of unimproved land (held asnon-utility property) in the NoMa area of northeast Washington, D.C., resulting in apre-tax gain of $9 million. The purchase and sale agreement also provided the third party with a90-day option to purchase the remaining 1.8 acre land parcel.

On April 21, 2016, Generation completed the sale of the retired New Boston generating site, located in Boston, Massachusetts, resulting in apre-tax gain of approximately $32 million.

On May 2, 2016, Pepco completed the sale of the remaining 1.8 acre land parcel noted above, located in the NoMa area of northeast Washington, D.C., resulting in apre-tax gain of approximately $8 million at Pepco. Due to the fair value adjustments recorded at Exelon and Constellation completedPHI as part of purchase accounting, no gain was recorded in Exelon’s and PHI’s Consolidated Statements of Operations and Comprehensive Income.

On June 16, 2016, Generation initiated the sales process of its Upstream business by executing a series of internal corporate organizational restructuring transactions. Constellation merged with and into Exelon, with Exelon continuing as the surviving corporation (the Upstream Merger). Simultaneouslyforbearance agreement with the Upstream Merger, Constellation’s interest in RF HoldCo LLC, which holds Constellation’s interest in BGE, was transferred to Exelon Energy Delivery Company, LLC, a wholly owned subsidiarylenders of Exelon that also owns Exelon’s interests in ComEdthe nonrecourse debt. See Note 14—Debt and PECO. FollowingCredit Agreements for more information. In December 2016, Generation sold substantially all of the Upstream Merger and the transferassets for $37 million which resulted in apre-tax loss on sale of RF HoldCo LLC, Exelon contributed to Generation certain subsidiaries, including those with generation and customer supply operations that were acquired from Constellation as a result of the Initial Merger and the Upstream Merger.

Regulatory Matters from the Constellation Merger

In February 2012, the MDPSC issued an order approving the Exelon and Constellation merger. As part of the MDPSC Order, Exelon agreed to provide a package of benefits to BGE customers, the City of Baltimore and the State of Maryland, resulting in an estimated direct investment in the State of Maryland of approximately $1 billion.

The following costs were recognized after the closing of the merger and are$10 million which is included in Gain (loss) on sales of assets on Exelon’s Generation’s and BGE’sGeneration’s Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2012:2016.

Description

 Payment
Period
 BGE  Generation  Exelon  

Statement of Operations

Location

BGE rate credit of $100 per residential customer (a)

 Q2 2012 $113   $—     $113   Revenues

Customer investment fund to invest in energy efficiency and low-income energy assistance to BGE customers

 2012 to 2014  —      —      114   O&M Expense

Contribution for renewable energy, energy efficiency or related projects in Baltimore

 2012 to 2014  —      —      2   O&M Expense

Charitable contributions at $7 million per year for 10 years

 2012 to 2021  28    35    70   O&M Expense

State funding for offshore wind development projects

 Q2 2012  —      —      32   O&M Expense

Miscellaneous tax benefits

 Q2 2012  (2  —      (2 Taxes Other Than Income
  

 

 

  

 

 

  

 

 

  

Total

  $139   $35   $329   
  

 

 

  

 

 

  

 

 

  

(a)Exelon made a $66 million equity contribution to BGE in the second quarter of 2012 to fund the after-tax amount of the rate credit as directed in the MDPSC order approving the merger transaction.

The direct investment estimate includes $95 million to $120 million relatingIn July 2016, DPL completed the sale of a 9 acre land parcel located on South Madison Street in Wilmington, DE, resulting in apre-tax gain of approximately $4 million. In December 2016, DPL completed the sale of a 48 acre land parcel located in Middletown, DE, resulting in apre-tax gain of approximately $5 million. Due to the constructionfair value adjustments recorded at Exelon and PHI as part of a headquarters buildingpurchase accounting, no gain was recorded in Baltimore for Generation’s competitive energy businesses. On March 20, 2013, Generation signed a 20 year lease agreement that was contingent upon the developer obtaining all required approvals, permits and financing for the construction of a building in Baltimore, Maryland. The operating lease became effective during the second quarter of 2014 when these outstanding contingencies were met by the developer. See Note 22—Commitments and Contingencies for further information regarding Generation’s total commitments under the lease agreement.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

The direct investment estimate also includes $600 million to $650 million for Exelon’s and Generation’s commitment to developPHI’s Consolidated Statements of Operations and Comprehensive Income.

During the fourth quarter, as part of its continual assessment of growth and development opportunities, Generation has reevaluated and in certain instances terminated or assist in development of 285—300MWs of new generation in Maryland, expected to be completed over a period of 10 years. The MDPSC order contemplates various options for complying with the new generation development commitments, including building or acquiring generating assets, making subsidy or compliance payments, or in circumstances in which the generation build is delayed orrenegotiated certain specified provisions are elected, making liquidated damages payments. Exelonprojects and Generation expect that the majority of these commitments will be satisfied by building or acquiring generating assets and, therefore, will be primarily capital in nature and recognized as incurred. However, during the third quarter of 2014, the conditions associated with one of the generation development commitments changed such that Exelon and Generation now believe that the most likely outcome will involve making subsidy payments and/or liquidated damages payments rather than constructing the specified generating plant.contracts. As a result Exelonapre-tax loss of $69 million was recorded within Loss on sale of assets and Generationpre-tax impairment charges of $23 million were recorded a pre-tax $44 million loss contingency related to this generation development commitment which is included inwithin Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. While this $44 million loss contingency represents Generation’s best estimate of the future obligation, it is reasonably possible that Exelon and Generation could ultimately be required to make cumulative subsidy payments of up to a maximum of approximately $105 million over a 20-year period dependent on actual generating output from a successfully constructed generating plant.

To date, Generation has placed into service 40MW and has commenced development of 150MW of new generation in Maryland towards the 300MW commitment. In July 2013, Generation executed an engineering procurement and construction contract to expand its Perryman, Maryland site with at least 120MW of natural gas-fired generation to satisfy one of the commitments to Maryland with achievement of commercial operation expected in 2015. In December 2013, Generation entered into contracts associated with the construction of the 40MW Fourmile Wind project, which was placed in service in December 2014. In December 2014, Generation entered into contracts associated with the construction of the 30MW Fair Wind project in western Maryland with achievement of commercial operations expected in 2015. The wind projects will satisfy a portion of the 125MW Tier I land-based renewables commitment. See Note 22—Commitments and Contingencies for additional information. Exelon’s and Generation’s consolidated financial statements include $185 million and $24 million of capitalized expenditures within Property, plant and equipment, net as of December 31, 2014 and 2013, respectively, and $3 million and $6 million of development costs within Operating and maintenance expense for the periods ended December 31, 2014 and 2013, respectively, associated with the pursuit of these commitments for new generation in the State of Maryland.

Associated with certain of the regulatory approvals required for the merger, on November 30, 2012, a subsidiary of Generation sold three Maryland generating stations and associated assets, Brandon Shores and H.A. Wagner in Anne Arundel County, Maryland, and C.P. Crane in Baltimore County, Maryland, to Raven Power Holdings LLC (Raven Power), a subsidiary of Riverstone Holdings LLC. The sale agreement included a base price with purchase price adjustments based on fuel inventory, working capital, capital expenditures, and timing of the closing, resulting in net proceeds from the sale of approximately $371 million. Decisions by certain market participants to remove themselves from the bidding process, combined with the deadlines and limitations on the pool of potential buyers imposed by the merger approval orders, resulted in realized sales proceeds below Generation’s estimated fair value of the Maryland generating stations. Consequently, Exelon and Generation recorded a pre-tax loss of $272 million in 2012 to reflect the difference between the sales price and the carrying value of the generating stations and associated assets. In the first quarter of 2013, Exelon and Generation recorded a pre-tax gain of $8 million to reflect the final settlement of the sales price with Raven Power.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

In connection with the sale of the Maryland generating stations, Exelon agreed to indemnify Raven Power for certain costs associated with the treatment of hazardous substances at off-site disposal facilities and any claims arising as a result of, or in connection with, any toxic tort, natural resource damages, loss of life or injury to persons due to releases of, or exposure to hazardous substances in connection with Raven Power’s remediation of environmental contamination or Exelon’s non-compliance with environmental laws or permits prior to the closing date of the sale.

Pursuant to the MDPSC merger approval conditions, BGE was restricted from paying any dividend on its common shares through the end of 2014, was required to maintain specified minimum capital and O&M expenditure levels in 2012 and 2013, and was not permitted to reduce employment levels due to involuntary attrition associated with the merger integration process for two years following the closing of the merger. Additionally, BGE is subject to other merger approval conditions to enhance BGE’s ring-fencing measures established by order of the MDPSC.

Subsequent to the merger, Generation discovered that, for the first two weeks following the merger, due to a software error, Generation inadvertently bid certain generating units into the PJM energy market at prices that slightly exceeded the cost-based caps to which it had agreed. This error was a violation of the commitments made in connection with merger approvals by DOJ, FERC and the MDPSC. Generation reported the error to the DOJ, FERC and the MDPSC and committed to remedy the impacts of its error. The MDPSC held a hearing to review the error, and accepted Generation’s proposed remediation. Subsequent close examination by Generation of its cost-based bids also revealed the need for some minor adjustments to the cost build up for certain of its PJM units. Generation has coordinated with PJM to determine the impact on Generation’s revenues and the market from this error and these adjustments, and Generation has worked with PJM to reverse the financial impacts. In November 2012, Generation reached a settlement with the DOJ regarding this matter. The final resolution did not have a material impact on Exelon’s or Generation’s results of operations, cash flows or financial position.

Exelon was named in suits filed in the Circuit Court of Baltimore City, Maryland alleging that individual directors of Constellation breached their fiduciary duties by entering into the proposed merger transaction and Exelon aided and abetted the individual directors’ breaches. Similar suits were also filed in the United States District Court for the District of Maryland. The suits sought to enjoin a Constellation shareholder vote on the proposed merger until all material information was disclosed and sought rescission of the proposed merger. During the third quarter of 2011, the parties to the suits reached an agreement in principle to settle the suits through additional disclosures to Constellation shareholders. On June 26, 2012, the court approved the settlement and entered final judgment.

Accounting for the Constellation Merger

The fair value of Constellation’s non-regulated business assets acquired and liabilities assumed was determined based on significant estimates and assumptions that are judgmental in nature, including projected future cash flows (including timing); discount rates reflecting risk inherent in the future cash flows; and future market prices. There were also judgments made to determine the expected useful lives assigned to each class of assets acquired and duration of liabilities assumed.

The financial statements of BGE do not include fair value adjustments for assets or liabilities subject to ratesetting provisions for BGE. BGE is subject to the rate-setting authority of FERC and the MDPSC and is accounted for pursuant to the accounting guidance for regulated operations. The rate-setting and cost recovery provisions currently in place for BGE provide revenue derived from costs

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

including a return on investment of assets and liabilities included in rate base. Except for debt, fuel supply contracts and regulatory assets not earning a return, the fair values of BGE’s tangible and intangible assets and liabilities subject to these rate-setting provisions are assumed to approximate their carrying values and, therefore, do not reflect any net adjustments related to these amounts. For BGE’s debt, fuel supply contracts and regulatory assets not earning a return, the difference between fair value and book value of BGE’s assets acquired and liabilities assumed is recorded as a regulatory asset and liability at Exelon Corporate as Exelon did not apply push-down accounting to BGE. See Note 1—Significant Accounting Policies for additional information on BGE’s push-down accounting treatment. Also see Note 3—Regulatory Matters for additional information on BGE’s regulatory assets.

The preliminary valuations performed in the first quarter of 2012 were updated in the second, third and fourth quarters of 2012, with the most significant adjustments to the preliminary valuation amounts having been made to the fair values assigned to the acquired power supply and fuel contracts, unregulated property, plant and equipment and investments in affiliates. There were no significant adjustments to the purchase price allocation in the first quarter of 2013 and the purchase price allocation was final as of March 31, 2013.

The final purchase price allocation of the Merger of Exelon with Constellation and Exelon’s contribution of certain subsidiaries of Constellation to Generation was as follows:

Preliminary Purchase Price Allocation, excluding amortization

  Exelon   Generation 

Current assets

  $4,936    $3,638  

Property, plant, and equipment

   9,342     4,054  

Unamortized energy contracts

   3,218     3,218  

Other intangibles, trade name and retail relationships

   457     457  

Investment in affiliates

   1,942     1,942  

Pension and OPEB regulatory asset

   740     —    

Other assets

   2,265     1,266  
  

 

 

   

 

 

 

Total assets

   22,900     14,575  
  

 

 

   

 

 

 

Current liabilities

   3,408     2,804  

Unamortized energy contracts

   1,722     1,512  

Long-term debt, including current maturities

   5,632     2,972  

Noncontrolling interest

   90     90  

Deferred credits and other liabilities and preferred securities

   4,683     1,933  
  

 

 

   

 

 

 

Total liabilities, preferred securities and noncontrolling interest

   15,535     9,311  
  

 

 

   

 

 

 

Total purchase price

  $7,365    $5,264  
  

 

 

   

 

 

 

Impact of the Constellation Merger

It is impracticable to determine the overall financial statement impact for the Constellation subsidiaries contributed down to Generation following the Upstream Merger for the year ended December 31, 2012. Upon closing of the merger, the operations of these Constellation subsidiaries were integrated into Generation’s operations and are therefore not fully distinguishable after the merger.

The impact of BGE on Exelon’s Consolidated Statement of Operations and Comprehensive Income includes operating revenues of $3,165 million, $3,065 million and $2,091 million and net

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

income (loss) $211 million, $210 million and $(31) million during the years ended December 31, 2014, 2013 and 2012, respectively.

During the year ended December 31, 2014, Exelon and Generation both incurred merger and integration-related costs of $22 million. Of these amounts, nothing was deferred as a regulatory asset as of December 31, 2014.

During the year ended December 31, 2013, Exelon, Generation, ComEd, PECO and BGE incurred merger and integration-related costs of $142 million, $106 million, $16 million, $9 million and $6 million, respectively. Of these amounts, Exelon, ComEd and BGE deferred $17 million, $11 million and $6 million, respectively, as a regulatory asset as of December 31, 2013. Additionally, Exelon and BGE established a regulatory asset of $6 million as of December 31, 2013 for previously incurred 2012 merger and integration-related costs.

During the year ended December 31, 2012, Exelon, Generation, ComEd, PECO and BGE incurred merger and integration-related costs of $804 million, $340 million, $41 million, $17 million and $182 million, respectively. Of these amounts, Exelon, ComEd and BGE deferred $58 million, $36 million and $22 million, respectively, as a regulatory asset as of December 31, 2012.

The costs incurred are classified primarily within Operating and maintenance expense in the Registrants’ respective Consolidated Statements of Operations and Comprehensive Income, with the exception of the BGE customer rate credit and the credit facility fees, which are included as a reduction to Operating revenues and Other, net, respectively, for years ended December 31, 2014, 2013, and 2012. See Note 22—Commitments and Contingencies for additional information.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Pro-forma Impact of the Constellation Merger

The following unaudited pro forma financial information reflects the consolidated results of operations of Exelon and Generation as if the merger with Constellation had taken place on January 1, 2011. The unaudited pro forma information was calculated after applying Exelon’s and Generation’s accounting policies and adjusting Constellation’s results to reflect purchase accounting adjustments.

The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the merger events taken place on the dates indicated, or the future consolidated results of operations of the combined company.

   Exelon   Generation 
   Year Ended December 31,   Year Ended December 31, 

(unaudited)

      2012           2011 (a)            2012           2011 (a)      

Total revenues

   26,700     30,712     17,013     19,494  

Net income attributable to Exelon

   2,092     974     1,205     324  

Basic earnings per share

   2.56     1.15     n.a.     n.a.  

Diluted earnings per share

   2.55     1.14     n.a.     n.a.  

(a)The amounts above include non-recurring costs directly related to the merger of $236 million for the year ended December 31, 2011.
(b)The amounts above include non-recurring costs directly related to the merger of $203 million for the year ended December 31, 2011.

Asset Divestitures (Exelon and Generation)

Including the Quail Run generating facility that was sold on January 21, 2015, Generation has sold certain generating assets with a total net book value of approximately $1.8 billion prior to consideration of asset impairments (See Note 8—Impairment of Long-Lived Assets for further information), for total pre-tax proceeds of approximately $1.8 billion (after-tax proceeds of approximately $1.4 billion), which resulted in cumulative pre-tax gains on sale of approximately $412 million, which are included in Gain (loss) on sales of assets on Exelon’s and Generation’s Consolidated Statement of Operations and Comprehensive Income. The proceeds are expected to be used primarily to finance a portion of the acquisition of PHI.

Station

Net Generation
Capacity

Location

Operating SegmentPercent Owned

Fore River

726 MWNorth Weymouth, MANew England100

West Valley

185 MWSalt Lake City, UTOther100

Keystone

714 MWShelocta, PAMid-Atlantic41.98

Conemaugh

532 MWNew Florence, PAMid-Atlantic31.28

Safe Harbor

278 MWConestoga, PAMid-Atlantic66.7

Quail Run

488 MWOdessa, TXERCOT100

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

At December 31, 2014, the assets and liabilities of the Quail Run generating facility were reported as Assets held for sale and within Other current liabilities on Exelon’s and Generation’s Consolidated Balance Sheets. The table below presents the major classes of assets and liabilities held for sale at December 31, 2014.

   December 31, 2014 

Assets:

  

Property, plant and equipment, net(a)

  $143  

Inventory

   4  
  

 

 

 

Total assets held for sale

  $147  
  

 

 

 

Liabilities:

  

Accrued expenses

  $1  

Asset retirement obligations

   4  
  

 

 

 

Total liabilities held for sale (b)

  $5  
  

 

 

 

(a)The total aggregate book value of property, plant and equipment is net of a $50 million pre-tax impairment loss recorded within Operating and maintenance expense on Exelon’s and Generation’s Statements of Operations and Comprehensive Income. See Note 8—Impairment of Long-Lived Assets for further information.
(b)Included within Other current liabilities on Exelon’s and Generation’s Consolidated Balance Sheets.

5. Investment in Constellation Energy Nuclear Group, LLC (Exelon and Generation)

As a result of the Constellation merger, Generation owns a 50.01% interest in CENG, a nuclear generation business. Generation has historically had various agreements with CENG to purchase power and to provide certain services. For further information regarding these agreements, see Note 25—27—Related Party Transactions.

On April 1, 2014, Generation and subsidiaries of Generation EDF, EDF, Inc. (EDFI) (a subsidiary of EDF) and CENG entered into a Nuclear Operating Services Agreement (NOSA) pursuant to which Generation will operate the CENG nuclear

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

generation fleet owned by CENG subsidiaries and provide corporate and administrative services for the remaining life of the CENG nuclear plants as if they were a part of the Generation nuclear fleet, subject to EDFI’sEDF’s rights as a member of CENG (the Integration Transaction). CENG will reimburse Generation for its direct and allocated costs for such services. As part of the arrangement, Nine Mile Point Nuclear Station, LLC, a subsidiary of CENG, also assigned to Generation its obligations as Operator of Nine Mile Point Unit 2 under an operating agreement with Long Island Power Authority, the Unit 2co-owner. In addition, on April 1, 2014, the Power Services Agency Agreement (PSAA) was amended and extended until the permanent cessation of power generation by the CENG generation plants.

In addition, on April 1, 2014, Generation made a $400 million loan to CENG, bearing interest at 5.25% per annum and payable out of specified available cash flows of CENG and, in any event, payable upon the settlement of the Put Option Agreement discussed below (if the put option is exercised) or payable upon the maturity date of April 1, 2034, whichever occurs first.2034. Immediately following receipt of the proceeds of such loan, CENG made a $400 million special distribution to EDFI.

EDF. Unpaid principal and accrued interest on the loan was $316 million as of December 31, 2016.

Exelon, Generation, and subsidiaries of Generation, EDFI and its parent (E.D.F. International S.A.S.),EDF and CENG also executed a Fourth Amended and Restated Operating Agreement for CENG on April 1, 2014, pursuant to which, among other things, CENG committed to make preferred

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

distributions to Generation (after repayment of the $400 million loan and associated interest) quarterly out of specified available cash flows until Generation has received aggregate distributions of $400 million plus a return of 8.5% per annum from April 1, 2014 (Preferred Distribution Rights).

Generation and EDFIEDF also entered into a Put Option Agreement on April 1, 2014, pursuant to which EDFIEDF has the option, exercisable beginning on January 1, 2016 and thereafter until June 30, 2022, to sell its 49.99% interest in CENG to Generation for a fair market value price determined by agreement of the parties, or absent agreement, a third-party arbitration process. The appraisers determining fair market value of EDF’s 49.99% interest in CENG under the Put Option Agreement are instructed to take into account all rights and obligations under the CENG Operating Agreement, including Generation’s rights with respect to any unpaid aggregate preferred distributions and the related return, and the value of Generation’s rights to other distributions. The beginning of the exercise period will be accelerated if Exelon’s affiliates cease to own a majority of CENG and exercise a related right to terminate the NOSA. In addition, underUnder limited circumstances, the period for exercise of the put option may be extended for 18 months.

In order to exercise its option, EDF must give 60 days advance written notice to Generation stating that it is exercising its option. As of the date these financial statements were issued, EDF has not given notice to Generation that it is exercising its option.

On April 1, 2014, Generation also executed an Indemnity Agreement pursuant to which Generation indemnified EDF and its affiliates against third-party claims that may arise from any future nuclear incident (as defined in the Price Anderson Act) in connection with the CENG nuclear plants or their operations. Exelon guarantees Generation’s obligations under this indemnity.

In addition, on April 1, 2014, Generation, EDFI,EDF, CENG and Nine Mile Point Nuclear Station, LLC entered into an Employee Matters Agreement (EMA) that provides for the transfer of CENG employees to Exelon or one of its affiliates and Exelon’s assumption of the sponsorship of the employee benefit plans (including certain incentive, health and welfare, and postemployment benefit plans, among others) and their related trusts by Exelon as the plan sponsor as of July 14, 2014. The EMA also generally requires CENG to fund the obligation related topre-transfer service of employees, including the underfunded balance of the pension and other postretirement welfare benefit plans measured as of July 14, 2014 by making periodic payments to Generation. These payments will be made on an agreed payment schedule or upon the occurrence of certain specified events, such as EDF’s disposition of a

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

majority of its interest in CENG.

However, in the event that EDF exercises its rights under the Put Option, all payments not made as of the put closing date shall accelerate to be paid immediately prior to such closing date.

As a condition to obtaining regulatory approval for the NOSA and related transactions from the NRC, Exelon executed a support agreement pursuant to which Exelon may be required under specified circumstances to provide up to $245 million of financial support to CENG (Exelon Support Agreement). The Exelon Support Agreement supersedes a previous support agreement under which Generation had agreed to provide up to $205 million of financial support for CENG. In addition, Exelon executed a Guarantee pursuant to which Exelon may be required under specified circumstances to provide up to $165 million in additional financial support for CENG. A previous support agreement executed by an affiliate of EDF remains in effect under which the EDF affiliate may be required to provide up to approximately $145 million of financial support for CENG under specified circumstances. The agreements were executed on April 1, 2014 when the NRC licenses were transferred to Generation. No liability has been recognized by Exelon for the guarantees.

Prior to April 1, 2014, Exelon and Generation accounted for their investment in CENG under the equity method of accounting. From January 1, 2014, through March 31, 2014, Generation recorded $19 million of equity in losses of unconsolidated affiliates related to its investment in CENG and recorded $17 million of revenues from CENG. For the twelve months ended December 31, 2013, Generation recorded $9 million of equity in losses of unconsolidated affiliates related to its investment

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

in CENG and $56 million of revenues from CENG. The book value of Generation’s investment in CENG prior to the consolidation was $1.9 billion, and the book value of the AOCI related to CENG prior to consolidation was $116 million, net of taxes of $77 million.

As a result of the consolidation of CENG on April 1, 2014, there are several additional transactions included in Exelon’s and Generation’s Consolidated Financial Statements between CENG and EDFExelon’s affiliates that are considered related party transactions to Generation. As further described in Note 25—27—Related Party Transactions, EDF and Generation had a PPA with CENG under which they purchased 15% and 85% (through December 31, 2014), respectively, of the nuclear output owned by CENG that was not sold to third parties underpre-existing PPAs. PPAs through December 31, 2014. Beginning January 1, 2015 and continuing through the life of the respective plants, EDF and Generation will purchase 49.99% and 50.01%, respectively, of the nuclear output owned by CENG.CENG not subject to other contractual agreements. Beginning April 1, 2014, CENG’s sales to Generation arehave been eliminated in consolidation. For the yearyears ended December 31, 2016, 2015, and 2014 Generation had sales to EDF of $376 million, $488 million, and $137 million.million respectively. See discussion above and Note 2—Variable Interest Entities for additional information regarding other transactions between CENG and EDF included within Exelon and Generation’s consolidated financial statements.

See Note 2—Variable Interest Entitiesstatements and for additional information about the Registrant’s VIEs.Registrants VIE’s.

Accounting for the Consolidation of CENG

The transfer of the nuclear operating licenses and the execution of the NOSA on April 1, 2014, resulted in the derecognition of the equity method investment in CENG and the recording of all assets, liabilities and EDF’s noncontrolling interestinterests in CENG at fair value on Exelon’s and Generation’s Consolidated Balance Sheets. As a result of the consolidation, Exelon and Generation recorded a net gain of $261 million within their respective Consolidated Statements of Operations and Comprehensive Income. This gain consists of approximately $136 million related to the step up to fair value basis of ourGeneration’s ownership interest in CENG, and approximately $132 million related to the settlement ofpre-existing transactions between CENG and Generation. The net gain on the consolidation of CENG of $261 million is net of a $7 million payment to EDF.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The fair value of CENG’s assets and liabilities recorded in consolidation was determined based on significant estimates and assumptions that are judgmental in nature, including projected future cash flows (including timing); discount rates reflecting risk inherent in the future cash flows; and future market prices. There were also judgments made to determine the expected useful lives assigned to each class of assets acquired and duration of liabilities assumed.

The valuations necessary to assess the fair values of certain assets and liabilities arewere considered preliminary as a result of the short time period between the execution of the NOSA and the end of the second quarter of 2014. The estimates of the fair value of assets and liabilities maycould be modified for up to one year from April 1, 2014, as more information iswas obtained about the fair value of assets and liabilities. The principal items that have been revised include the asset retirement obligation liabilities and related asset retirement costs. These items have been updated with inputs from a third party engineering firm with corresponding adjustments recorded in 2014.2014 and the first quarter of 2015. See Note 15—16—Asset Retirement Obligations for discussion of the impacts of adjustments recorded during 2014 and 2015 related to updated estimates of the CENG asset retirement obligation liabilities. In the period of such revisions, these and any other material changes to the fair value assessments have resulted in adjustments to the amounts recorded upon consolidation. In addition, the asset or liability adjustments impacting depreciation and/or accretion expense recorded after the consolidation date have impacted Generation’s post-consolidation results of operations. No material changes are expected to the fair value of assets and liabilities.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Generation recorded the assets and liabilities of CENG at fair value as of April 1, 2014. The following assets and liabilities of CENG were recorded within Generation’s Consolidated Balance Sheets as of the date of integration, adjusted for the modifications discussed above:

 

Fair Values

  Exelon and
Generation
 

Current assets

  $499  

Nuclear decommissioning trust fund

   1,955  

Property, plant and equipment

   3,017  

Nuclear fuel

   482  

Other assets

   10  
  

 

 

 

Total assets

   5,963  
  

 

 

 

Current liabilities

   237  

Asset retirement obligation

   1,760  

Pension and other employee benefit obligations

   281  

Unamortized energy contract liabilities

   171  

Other liabilities

   114  
  

 

 

 

Total liabilities

   2,563  
  

 

 

 

Total net assets

  $3,400  
  

 

 

 

Fair Values

  Exelon and
Generation
 

Current assets

  $499  

Nuclear decommissioning trust fund

   1,955  

Property, plant and equipment

   3,073  

Nuclear fuel

   482  

Other assets

   10  
  

 

 

 

Total assets

   6,019  
  

 

 

 

Current liabilities

   237  

Asset retirement obligation

   1,816  

Pension and other employee benefit obligations

   281  

Unamortized energy contract liabilities

   171  

Other liabilities

   114  
  

 

 

 

Total liabilities

   2,619  
  

 

 

 

Total net assets

  $3,400  
  

 

 

 

Generation also recorded the fair value of the noncontrolling interestinterests on its Consolidated Balance Sheets of approximately $1.5 billion, net of the fair value of $152 million for certain specified additional distribution rights under the Operating Agreement. In addition, the noncontrolling interestinterests was further reduced by the $400 million special cash distribution to EDF.

Due to the Preferred Distribution Rights that Generation has on CENG’s available cash, the earnings attributable to the noncontrolling interestinterests on the Statements of Operations and Comprehensive Income as well as the corresponding adjustment to Noncontrolling interestinterests on the

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Consolidated Balance Sheets will not be in proportion to Generation’s and EDF’s equity ownership interests. Rather, the attribution will consider Generation’s Preferred Distribution Rights and allocate net income based on each owner’s rights to CENG’SCENG’s net assets. For the yearyears ended December 31, 2014,2016 and 2015, Generation reduced by $13$20 million and $18 million, respectively, the amount of Net income attributable to noncontrolling interests on Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. As a result of the consolidation, Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income includes CENG’s incremental operating revenues of $218$548 million and $509 million and CENG’s net income (loss), prior to any intercompany eliminations and any adjustments for noncontrolling interest,interests, of $407$201 million and $(11) million during the yearyears ended December 31, 2014.

2016 and 2015, respectively.

Exelon and Generation incurred no merger integration-related costs in 2016. However, in 2015 Exelon and Generation incurred $2 million of $26 million for the year ended December 31, 2014.merger related integration costs. The costs incurred are classified primarily within Operating and maintenance expense in Exelon’s and Generation’s respective Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2014.Income.

See Note 17—Severance for integration-related severance costs incurred by Exelon and Generation during the year ended December 31, 2014.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

6. Accounts Receivable (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Accounts receivable at December 31, 20142016 and 20132015 included estimated unbilled revenues, representing an estimate for the unbilled amount of energy or services provided to customers, and is net of an allowance for uncollectible accounts as follows:

 

2014

  Exelon  Generation  ComEd  PECO  BGE 

Unbilled customer revenues

  $1,381   $823(a)  $204   $140   $214  

Allowance for uncollectible accounts (b)

   (311  (60  (84  (100)(c)   (67)(d) 

2013

  Exelon  Generation  ComEd  PECO  BGE 

Unbilled customer revenues

  $1,151   $584(a)  $201   $161   $205  

Allowance for uncollectible accounts (b)

   (272  (57  (62  (107)(c)   (46)(d) 
     Successor    

2016

 Exelon  Generation  ComEd  PECO  BGE  PHI  Pepco  DPL  ACE 

Unbilled customer revenues

 $1,673   $910(a)  $219   $140   $182   $222   $123   $58   $41  

Allowance for uncollectible accounts(b)

  (334  (91  (70  (61)(c)   (32  (80)(d)   (29)(d)   (24)(d)   (27)(d) 
                 Predecessor          

2015

 Exelon  Generation  ComEd  PECO  BGE  PHI  Pepco  DPL  ACE 

Unbilled customer revenues

 $1,203   $732(a)  $218   $105   $148   $177   $93   $45   $39  

Allowance for uncollectible
accounts (b)

  (284  (77  (75  (83)(c)   (49  (56  (17  (17  (17

 

(a)Represents unbilled portion of retail receivables estimated under Exelon’s unbilled critical accounting policy.
(b)Includes the allowance for uncollectible accounts on customer and other accounts receivable.
(c)Includes anExcludes thenon-current allowance for uncollectible accounts of $7$23 million and $8 million at December 31, 20142016 and 2013,2015, respectively, related to PECO’s current installment plan receivables described below.
(d)At December 31, 2014,2016, as explained in Note 1—Significant Accounting Policies, BGEPHI, Pepco, DPL and ACE estimated the allowance for uncollectible accounts on customer receivables by applying loss rates to the outstanding receivable balance by risk segment. The change in estimate resulted in an overall increase of $30 million, $14 million, $8 million, and $8 million in the allowance for uncollectible accounts with $20 million, $8 million, $4 million, and $8 million deferred as a $19regulatory asset on PHI’s, Pepco’s, DPL’s and ACE’s Consolidated Balance Sheets at December 31, 2016, respectively. This also resulted in a $10 million, $6 million, and $4 millionpre-tax charge to BGE’s provision for uncollectible accounts expense for the year ended December 31, 2014,2016, which is included in Operating and maintenance expense on BGE’sPHI’s, Pepco’s, and DPL’s Consolidated Statements of Operations and Comprehensive Income.Income, respectively.

PECO Installment Plan Receivables (Exelon and PECO). PECO enters into payment agreements with certain delinquent customers, primarily residential, seeking to restore their service, as required by the PAPUC. Customers with past due balances that meet certain income criteria are provided the option to enter into an installment payment plan, some of which have terms greater than

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

one year, to repay past due balances in addition to paying for their ongoing service on a current basis. The receivable balance for these payment agreement receivables is recorded in accounts receivable for the current portion and other deferred debits and other assets for the noncurrent portion. The netreceivable balance for installment plans with terms greater than one year was $9 million and $15 million and $19 million as ofat December 31, 20142016 and 2013,2015, respectively. The allowance for uncollectible accounts reserve methodology and assessment of the credit quality of the installment plan receivables are consistent with the customer accounts receivable methodology discussed in Note 1—Significant Accounting Policies. The allowance for uncollectible accounts balance associated with these receivables at December 31, 20142016 of $15$13 million consists of $1 million, $3 million and $11$9 million for low risk, medium risk and high risk segments, respectively. The allowance for uncollectible accounts balance associated with these receivables at December 31, 20132015 of $18$15 million consists of $1 million, $4$3 million and $13$11 million for low risk, medium risk and high risk segments, respectively. The balance of the payment agreement is billed to the customer in equal monthly installments over the term of the agreement. Installment receivables outstanding as of December 31, 20142016 and 20132015 include balances not yet presented on the customer bill, accounts currently billed and an immaterial amount of past due receivables. When a customer defaults on its payment agreement, the terms of which are defined by plan type, the entire balance of the agreement becomes due and the balance is reclassified to current customer accounts receivable and reserved for in accordance with the methodology discussed in Note 1—Significant Accounting Policies.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

7. Property, Plant and Equipment (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Exelon

The following table presents a summary of property, plant and equipment by asset category as of December 31, 20142016 and 2013:2015:

 

  Average Service Life
(years)
  2014   2013   Average
Service Life
(years)
   2016   2015 

Asset Category

            

Electric—transmission and distribution

  5-90  $30,157    $28,123     5-90    $45,698    $32,546  

Electric—generation

  1-56   22,911     20,420     3-56     27,193     25,615  

Gas—transportation and distribution

  5-90   3,505     3,296     5-90     4,642     3,864  

Common—electric and gas

  5-50   1,169     1,101     4-50     1,312     1,149  

Nuclear fuel (a)

  1-8   5,947     5,196     1-8     6,546     6,384  

Construction work in progress

  N/A   2,167     1,890     N/A     4,306     3,075  

Other property, plant and equipment (b)

  5-50   973     1,017     3-50     1,027     1,181  
    

 

   

 

     

 

   

 

 

Total property, plant and equipment

     66,829     61,043       90,724     73,814  

Less: accumulated depreciation (c)

     14,742     13,713       19,169     16,375  
    

 

   

 

     

 

   

 

 

Property, plant and equipment, net

    $52,087    $47,330      $71,555    $57,439  
    

 

   

 

     

 

   

 

 

 

(a)Includes nuclear fuel that is in the fabrication and installation phase of $1,003$1,326 million and $947$1,266 million at December 31, 20142016 and 2013,2015, respectively.
(b)

Includes Generation’s buildings under capital lease with a net carrying value of $15$10 million and $23$13 million at December 31, 20142016 and 2013,2015, respectively. The original cost basis of the buildings was $52 million, and $59 million, and total accumulated amortization was $37$42 million and $36$39 million, as of December 31, 20142016 and 2013,2015, respectively. Also includes ComEd’s buildings under capital lease with a net carrying value at both December 31, 20142016 and 2013,2015, of $8$7 million. The original cost basis of the buildings was $8 million and total accumulated amortization was immaterial$1 million as of both December 31, 20142016 and 2013, respectively.2015. Includes land held for future use and non utility property at ComEd, PECO, BGE, Pepco, DPL, and BGEACE of $57$60 million, $21 million, and $32 million, respectively. These$66 million, $16 million, and $27 million, respectively, at December 31, 2016. At December 31, 2015

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

these balances also include capitalized acquisition, development and exploration costs of $242$266 million related to oil and gas production activities at Generation.Generation, see Note 4—Mergers, Acquisitions, and Dispositions for additional information regarding the sale of upstream assets. Includes the original cost and progress payments associated with Generation’s turbine equipment held for future use with a carrying value of $17 million and $146 million at December 31, 2016 and 2015, respectively. See Note 8—Impairment of Long-Lived Assets for additional information on the impairment of Generations turbine equipment.

(c)Includes accumulated amortization of nuclear fuel in the reactor core at Generation of $2,673$3,186 million and $2,371$2,861 million as of December 31, 20142016 and 2013,2015, respectively.

The following table presents the annual depreciation provisions as a percentage of average service life for each asset category.

 

Average Service Life Percentage by Asset Category

  2014   2013   2012 

Electric—transmission and distribution

   2.93   2.91   2.76

Electric—generation

   3.50   3.35   3.15

Gas

   2.13   2.06   2.03

Common—electric and gas

   7.32   7.53   7.61

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Average Service Life Percentage by Asset Category

  2016  2015   2014 

Electric—transmission and distribution

   2.73  2.83   2.93

Electric—generation

   5.94%(a)   3.47   3.50

Gas

   2.17  2.17   2.13

Common—electric and gas

   7.41  7.79   7.32

 

(a)See Note 9—Early Nuclear Plant Retirements for additional information on the accelerated net depreciation and amortization of Clinton and Quad Cities.

Generation

The following table presents a summary of property, plant and equipment by asset category as of December 31, 20142016 and 2013:2015:

 

  Average Service Life
(years)
  2014   2013   Average
Service Life
(years)
   2016   2015 

Asset Category

            

Electric—generation

  1-56  $22,911    $20,420     3-56    $27,193    $25,615  

Nuclear fuel (a)

  1-8   5,947     5,196     1-8     6,546     6,384  

Construction work in progress

  N/A   1,404     1,129     N/A     2,332     2,017  

Other property, plant and equipment (b)

  6-31   295     400     4     76     466  
    

 

   

 

     

 

   

 

 

Total property, plant and equipment

     30,557     27,145       36,147     34,482  

Less: accumulated depreciation (c)

     7,612     7,034       10,562     8,639  
    

 

   

 

     

 

   

 

 

Property, plant and equipment, net

    $22,945    $20,111      $25,585    $25,843  
    

 

   

 

     

 

   

 

 

 

(a)Includes nuclear fuel that is in the fabrication and installation phase of $1,003$1,326 million and $947$1,266 million at December 31, 20142016 and 2013,2015, respectively.
(b)Includes buildings under capital lease with a net carrying value of $15$10 million and $23$13 million at December 31, 20142016 and 2013,2015, respectively. The original cost basis of the buildings was $52 million, and $59 million, and total accumulated amortization was $37$42 million and $36$39 million, as of December 31, 20142016 and 2013,2015, respectively. TheseAt December 31, 2015 these balances also include capitalized acquisition, development and exploration costs of $242$266 million related to oil and gas production activities.activities at Generation, see Note 4—Mergers, Acquisitions, and Dispositions for additional information regarding the sale of upstream assets. Includes the original cost and progress payments associated with Generation’s turbine equipment held for future use with a carrying value of $17 million and $146 million at December 31, 2016 and 2015, respectively. See Note 8—Impairment of Long-Lived Assets for additional information on the impairment of Generations turbine equipment.
(c)Includes accumulated amortization of nuclear fuel in the reactor core of $2,673$3,186 million and $2,371$2,861 million as of December 31, 20142016 and 2013,2015, respectively.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The annual depreciation provisions as a percentage of average service life for electric generation assets were 3.5%5.94%, 3.35%3.47% and 3.15%3.50% for the years ended December 31, 2016, 2015 and 2014, 2013respectively. See Note 9—Early Nuclear Plant Retirements for additional information on the accelerated net depreciation and 2012, respectively.amortization of Clinton and Quad Cities.

License Renewals. Generation’s depreciation provisions are based on the estimated useful lives of its generating stations, which assume the renewal of the licenses for all nuclear generating stations (except for Oyster Creek)Creek and Clinton) and the hydroelectric generating stations. As a result, the receipt of license renewals has no material impact on the Consolidated Statements of Operations.Operations and Comprehensive Income. Oyster Creek depreciation provisions are based on the 2019 expected shutdown date. Clinton depreciation provisions are based on 2027 which is the last year of the Illinois ZECs. See Note 3—Regulatory Matters for additional information regarding license renewals.renewals and the Illinois ZECs. See Note 9—Early Nuclear Plant Retirements for additional information on the impacts of expected and potential early plant retirement.

ComEd

The following table presents a summary of property, plant and equipment by asset category as of December 31, 20142016 and 2013:2015:

 

  Average Service Life
(years)
  2014   2013   Average
Service Life

(years)
   2016   2015 

Asset Category

            

Electric—transmission and distribution

  5-80  $18,884    $17,334     5-80    $22,636    $20,576  

Construction work in progress

  N/A   276     456     N/A     569     572  

Other property, plant and equipment (a)

  39-50   65     60  

Other property, plant and equipment(a), (b)

   37-50     67     64  
    

 

   

 

     

 

   

 

 

Total property, plant and equipment

     19,225     17,850       23,272     21,212  

Less: accumulated depreciation

     3,432     3,184       3,937     3,710  
    

 

   

 

     

 

   

 

 

Property, plant and equipment, net

    $15,793    $14,666      $19,335    $17,502  
    

 

   

 

     

 

   

 

 

 

(a)Includes buildings under capital lease with a net carrying value at both of December 31, 20142016 and 2013,2015 of $8$7 million. The original cost basis of the buildings was $8 million and total accumulated amortization was immaterial$1 million as of both December 31, 20142016 and 2013, respectively.2015.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

(b)Includes land held for future use andnon-utility property.

The annual depreciation provisions as a percentage of average service life for electric transmission and distribution assets were 3.05%3.03%, 2.97%3.03% and 2.79%3.05% for the years ended December 31, 2016, 2015 and 2014, 2013 and 2012, respectively.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

PECO

The following table presents a summary of property, plant and equipment by asset category as of December 31, 20142016 and 2013:2015:

 

  Average Service Life
(years)
  2014   2013   Average Service Life
(years)
   2016   2015 

Asset Category

            

Electric—transmission and distribution

  5-65  $6,886    $6,669     5-65    $7,591    $7,230  

Gas—transportation and distribution

  5-70   2,039     1,932     5-70     2,348     2,206  

Common—electric and gas

  5-50   618     600     5-50     670     631  

Construction work in progress

  N/A   154     101     N/A     188     154  

Other property, plant and equipment (a)

  50   21     17     50     21     21  
    

 

   

 

     

 

   

 

 

Total property, plant and equipment

     9,718     9,319       10,818     10,242  

Less: accumulated depreciation

     2,917     2,935       3,253     3,101  
    

 

   

 

     

 

   

 

 

Property, plant and equipment, net

    $6,801    $6,384      $7,565    $7,141  
    

 

   

 

     

 

   

 

 

 

(a)Represents land held for future use and non utilitynon-utility property.

The following table presents the annual depreciation provisions as a percentage of average service life for each asset category.

Average Service Life Percentage by Asset Category

  2016   2015   2014 

Electric—transmission and distribution

   2.32   2.39   2.55

Gas

   1.82   1.87   1.84

Common—electric and gas

   5.11   5.16   5.16

BGE

The following table presents a summary of property, plant and equipment by asset category as of December 31, 2016 and 2015:

   Average Service Life
(years)
   2016   2015 

Asset Category

      

Electric—transmission and distribution

   5-90    $7,067    $6,663  

Gas—distribution

   5-90     2,170     1,951  

Common—electric and gas

   5-40     707     655  

Construction work in progress

   N/A     318     312  

Other property, plant and equipment(a)

   20     32     32  
    

 

 

   

 

 

 

Total property, plant and equipment

     10,294     9,613  

Less: accumulated depreciation

     3,254     3,016  
    

 

 

   

 

 

 

Property, plant and equipment, net

    $7,040    $6,597  
    

 

 

   

 

 

 

(a)Represents land held for future use andnon-utility property.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The following table presents the annual depreciation provisions as a percentage of average service life for each asset category.

 

Average Service Life Percentage by Asset Category

  2014   2013   2012   2016   2015   2014 

Electric—transmission and distribution

   2.55   2.73   2.51   2.56   2.62   2.96

Gas

   1.84   1.79   1.77   2.45   2.50   2.47

Common—electric and gas

   5.16   6.65   7.54   9.45   10.35   9.49

BGE

PHI

The following table presents a summary of property, plant and equipment by asset category as of December 31, 20142016 and 2013:2015:

 

      Successor       Predecessor 
  Average Service Life
(years)
  2014   2013   Average Service Life
(years)
   2016       2015 

Asset Category

               

Electric—transmission and distribution

  5-90  $6,339    $6,100     5-86    $10,315       $14,563  

Gas—distribution

  5-90   1,761     1,660     5-75     414        547  

Common—electric and gas

  5-40   623     578     4-40     65        164  

Construction work in progress

  N/A   317     196     N/A     892        591  

Other property, plant and equipment (a)

  20   32     32     3-43     107        339  
    

 

   

 

     

 

      

 

 

Total property, plant and equipment

     9,072     8,566       11,793        16,204  

Less: accumulated depreciation

     2,868     2,702       195        5,340  
    

 

   

 

     

 

      

 

 

Property, plant and equipment, net

    $6,204    $5,864      $11,598       $10,864  
    

 

   

 

     

 

      

 

 

 

(a)Represents landplant held for future use and non utilitynon-utility property. Utility plant is generally subject to a first mortgage lien.

The following table presents the annual depreciation provisions as a percentage of average service life for each asset category.

Average Service Life Percentage by Asset Category

  2016   2015   2014 

Electric—transmission and distribution

   2.52   2.48   2.42

Gas

   2.57   2.55   2.48

Common—electric and gas

   8.12   5.19   4.55

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Average Service Life Percentage by Asset Category

  2014   2013   2012 

Electric—transmission and distribution

   2.96   2.91   2.92

Gas

   2.47   2.36   2.33

Common—electric and gas

   9.49   8.45   7.68

Pepco

The following table presents a summary of property, plant and equipment by asset category as of December 31, 2016 and 2015:

 

   Average Service Life
(years)
   2016   2015 

Asset Category

      

Electric—transmission and distribution

   5-86    $8,018    $7,682  

Construction work in progress

   N/A     537     318  

Other property, plant and equipment (a)

   10-33     66     91  
    

 

 

   

 

 

 

Total property, plant and equipment

     8,621     8,091  

Less: accumulated depreciation

     3,050     2,929  
    

 

 

   

 

 

 

Property, plant and equipment, net

    $5,571    $5,162  
    

 

 

   

 

 

 

(a)Represents plant held for future use andnon-utility property. Utility plant is generally subject to a first mortgage lien.

The annual depreciation provisions as a percentage of average service life for electric transmission and distribution assets were 2.17%, 2.13% and 2.10% for the years ended December 31, 2016, 2015 and 2014, respectively.

DPL

The following table presents a summary of property, plant and equipment by asset category as of December 31, 2016 and 2015:

   Average Service life   2016   2015 

Asset Category

      

Electric—transmission and distribution

   5-68    $3,574    $3,431  

Gas—distribution

   5-75     580     547  

Common—electric and gas

   4-40     115     108  

Construction work in progress

   N/A     163     107  

Other property, plant and equipment(a)

   10-43     16     16  
    

 

 

   

 

 

 

Total property, plant and equipment

     4,448     4,209  

Less: accumulated depreciation

     1,175     1,139  
    

 

 

   

 

 

 

Property, plant and equipment, net

    $3,273    $3,070  
    

 

 

   

 

 

 

(a)Represents plant held for future use andnon-utility property. Utility plant is generally subject to a first mortgage lien.

The following table presents the annual depreciation provisions as a percentage of average service life for each asset category.

Average Service Life Percentage by Asset Category

  2016   2015   2014 

Electric—transmission and distribution

   2.49   2.44   2.41

Gas

   2.57   2.55   2.48

Common—electric and gas

   4.99   4.24   4.08

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

ACE

The following table presents a summary of property, plant and equipment by asset category as of December 31, 2016 and 2015:

   Average Service Life
(years)
   2016   2015 

Asset Category

      

Electric—transmission and distribution

   5-55    $3,341    $3,105  

Construction work in progress

   N/A     169     158  

Other property, plant and equipment(a)

   13-15     27     28  
    

 

 

   

 

 

 

Total property, plant and equipment

     3,537     3,291  

Less: accumulated depreciation

     1,016     969  
    

 

 

   

 

 

 

Property, plant and equipment, net

    $2,521    $2,322  
    

 

 

   

 

 

 

(a)Represents plant held for future use andnon-utility property. Utility plant is generally subject to a first mortgage lien.

The annual depreciation provisions as a percentage of average service life for electric transmission and distribution assets were 2.45%, 2.46% and 2.48% for the years ended December 31, 2016, 2015 and 2014, respectively.

See Note 1—Significant Accounting Policies for further information regarding property, plant and equipment policies and accounting for capitalized software costs for Exelon, Generation, ComEd, PECO and BGE.the Registrants. See Note 13—14—Debt and Credit Agreements for further information regarding Exelon’s, ComEd’s, and PECO’s property, plant and equipment subject to mortgage liens.

8. Impairment of Long-Lived Assets (Exelon and Generation)

Long-Lived Assets (Exelon and Generation)

Generation evaluates long-lived assets or asset groups for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In 2014,the second quarter of 2016, updates to the Company’s long-term fundamentalview of energy and capacity prices which includedsuggested that the carrying value of a thorough evaluationgroup of key assumptionsmerchant wind assets, located in West Texas, may be impaired. Upon review, the estimated undiscounted future cash flows and fair value of the group were less than their carrying value. The fair value analysis was based on the income approach using significant unobservable inputs (Level 3) including gas prices, load growth, plant retirementsrevenue and renewable growth,generation forecasts, projected capital and maintenance expenditures and discount rates. As a result of the fair value analysis, long-lived merchant wind assets held and used with a carrying amount of approximately $60 million were written down to their fair value of $24 million and apre-tax impairment charge of $36 million was recorded during the second quarter of 2016 in Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

Also in the second quarter of 2016, updates to the Company’s long-term view, as described above, in conjunction with the retirement announcements of the Quad Cities and Clinton nuclear plants in Illinois suggested that the carrying value of our Midwest asset group may be impaired. Generation completed a comprehensive review of the estimated undiscounted future cash flows of the Midwest asset group and no impairment charge was required.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

In 2015, the year over year change in fundamentals did not indicate any impairments. In 2014, the year over year change in fundamentals suggested that the carrying value of certain merchant wind assets with market price exposure may be impaired. Generation concluded that the estimated undiscounted future cash flows and fair value of twelve wind projects, primarily located in West Texas, were less than their respective carrying values at May 31, 2014. As a result, long-lived assets held and used with a carrying amount of approximately $151 million were written down to their fair value of $65 million and apre-tax impairment charge of $86 million was recorded inwithin Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

In 2013, lower projected windDuring the first quarter of 2016, significant changes in Generation’s intended use of the Upstream oil and gas assets, developments with nonrecourse debt held by its upstream subsidiary CEU Holdings, LLC (as described in Note 14—Debt and Credit Agreements) and continued declines in both production volumes and a decline in powercommodity prices suggested that the carrying value of certain wind projects with market price exposure for either all or a portion of the life of the asset may be impaired. Generation concluded that the estimated undiscounted future cash flows and fair value of eleven wind projects, primarily located in West Texas and Minnesota,its Upstream properties were less than their respective carrying values at September 30, 2013.values. As a result, long-lived assets held and used with a carrying amount of approximately $75 million were written down to their fair value of $32 million and a pre-tax impairment charge of $43$119 million net of the impairment amount attributable to noncontrolling interests for certain of the projects, was recorded in March 2016 within Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. On June 16, 2016, Generation initiated the sales process of its Upstream natural gas and oil exploration and production business by executing a forbearance agreement with the lenders of the nonrecourse debt, see Note 14—Debt and Credit Agreements for additional information. An additionalpre-tax impairment charge of $15 million was recorded in September 2016 within Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income due to further declines in fair value. In December 2016, Generation sold substantially all of the Upstream Assets. See Note 4—Mergers, Acquisitions, and Dispositions for additional information.

During 2015 and 2014, significant declines in oil and gas prices suggested that the carrying value of certain Upstream assets may be impaired. Generation concluded that the estimated undiscounted future cash flows and fair value of various Upstream properties, primarily located in Oklahoma and Texas, were less than their respective carrying values at December 31, 2015 and 2014. As a result,pre-tax impairment charges of $5 million and $124 million were recorded for the years ended December 31, 2015 and 2014, respectively, within Operating and maintenance expense within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

The fair value analysis used in the above impairments was primarily based on the income approach using significant unobservable inputs (Level 3) including revenue, generation and production forecasts, projected capital and maintenance expenditures and discount rates. Changes in the assumptions described above could potentially result in future impairments of Exelon’s long-lived assets, which could be material.

In 2014, certainnon-nuclear generating assets were identified as assets held for sale on Exelon’s and Generation’s Consolidated Balance Sheets. When long-lived assets are held for sale, an impairment loss is recognized to the extent that the asset’s carrying value exceeds its estimated fair value less costs to sell. Long-lived assets with a carrying amount of approximately $1 billion were written down to their fair value of $556 million and apre-tax impairment charge of $450 million was recorded inwithin Operating and maintenance expense on Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

In 2012, a subsidiary of Generation sold three Maryland generating stations in connection with the Constellation merger. As a result of the transaction, Exelon and Generation recorded a pre-tax impairment charge of $272 million to reflect the difference between the sales price and the carrying value of the generating stations, which wasis included in Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

Income for the year ended December 31, 2014. See Note 4—Mergers, Acquisitions, and Dispositions for further information on asset sales.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

In the fourth quarter of 2014, a significant decline in oil prices suggested that the carrying value of certain Upstream assets may be impaired. Generation concluded that the estimated undiscounted future cash flows and fair value of various Upstream properties, primarily located in Oklahoma and Texas, were less than their respective carrying values at December 31, 2014. As a result, long-lived assets with a combined net book value of approximately $163 million were written down to their fair value of $39 million and a pre-tax impairment charge of $124 million was recorded in Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. After reflecting the impairment, Generation has $189 million of Upstream assets remaining on its Consolidated Balance Sheets at December 31, 2014. Further declines in commodity prices could potentially result in future impairments of the Upstream assets.

The fair value analysis used in the above impairments was primarily based on the income approach using significant unobservable inputs (Level 3) including revenue, generation and production forecasts, projected capital and maintenance expenditures and discount rates. Changes in the assumptions described above could potentially result in future impairments of Exelon’s long-lived assets, which could be material.

Nuclear Uprate Program (Exelon and Generation)

Generation is engaged in individual projects as part of a planned power uprate program across its nuclear fleet. When economically viable, the projects take advantage of new production and measurement technologies, new materials and application of expertise gained from a half-century of nuclear power operations. Based on ongoing reviews, the nuclear uprate implementation plan was adjusted during 2013 to cancel certain projects. The Measurement Uncertainty Recapture (MUR) uprate projects at the Dresden and Quad Cities nuclear stations were cancelled as a result of the cost of additional plant modifications identified during final design work which, when combined with then current market conditions, made the projects not economically viable. Additionally, the market conditions prompted Generation to cancel the previously deferred extended power uprate projects at the LaSalle and Limerick nuclear stations. During 2013, Generation recorded a pre-tax charge to Operating and maintenance expense and Interest expense of approximately $111 million and $8 million, respectively, to accrue remaining costs and reverse the previously capitalized costs.

Like-Kind Exchange Transaction (Exelon)

Prior to the PECO/Unicom Merger in OctoberIn June 2000, UII, LLC (formerly Unicom Investments, Inc.) (UII), a wholly owned subsidiary of Exelon Corporation, entered into a like-kind exchange transactiontransactions pursuant to which approximately $1.6 billion wasUII invested in coal-fired generating station leases located in(Headleases) with the Municipal Electric Authority of Georgia and Texas with two separate entities unrelated to Exelon.(MEAG). The generating stations were leased back to such entitiesMEAG as part of the transaction. See Note 14—Income Taxes for further information. For financial accounting purposes, the investments are accounted for as direct financing lease investments. UII holds the leasehold interests in the generating stations in several separate bankruptcy remote, special purpose companies it directly or indirectly wholly owns. The lease agreements provide the lessees with fixed purchase options at the end of the lease terms. If the lessees do not exercise the fixed purchase options, Exelon has the ability to operate the stations and keep or market the power itself or require the lessees to arrange for a third-party to bid on a service contract for a period following the lease term. In any event, Exelon will be subject to residual value risk if the lessees do not exercise the fixed purchase options. This risk is partially mitigated by the fair value of the scheduled payments under the service contract. However, such payments are not guaranteed. Further, the term of the service contract is less than the expected remaining useful life of the plants and, therefore, Exelon’s

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

exposure to residual value risk will not be mitigated by payments under the service contract in this remaining period. In 2000, under the terms of the lease agreements, UII received a prepayment of $1.2 billion for all rent, which reduced the investment in the leases. There are no minimum scheduled lease payments to be received over the remaining term of the leases.

On February 26, 2014, UII and the City Public Service Board of San Antonio, Texas (CPS) finalized an agreement to terminate the leases on the generating station located in Texas, as described above, prior to its expiration dates. As a result of the lease termination, UII received a net early termination amount of $335 million from CPS and wrote down the net investment in the CPS long-term lease of $336 million in Investments in Exelon’s Consolidated Balance Sheets in 2014; resulting in a pre-tax loss of $1 million being reflected in Operating and maintenance expense in the Consolidated Statements of Operations and Comprehensive Income in 2014.

transactions (Leases).

Pursuant to the applicable accounting guidance, Exelon is required to review the estimated residual values of its direct financing lease investments at least annually and record an impairment charge if the review indicates an other than temporary decline in the fair value of the residual values below their carrying values. Exelon estimates the fair value of the residual values of its direct financing lease investments under the income approach, which uses a discounted cash flow analysis, which takes into consideration significant unobservable inputs (Level 3) including the expected revenues to be generated and costs to be incurred to operate the plants over their remaining useful lives subsequent to the lease end dates. Significant assumptions used in estimating the fair value include fundamental energy and capacity prices, fixed and variable costs, capital expenditure requirements, discount rates, tax rates, and the estimated remaining useful lives of the plants. The estimated fair values also reflect the cash flows associated with the service contract option discussed above given that a market participant would take into consideration all of the terms and conditions contained in the lease agreements.

Based on the annual reviews performed in 2014the second quarters of 2015 and 2013,2014, the estimated residual value of Exelon’s direct financing leases for the Georgia generating stations experienced other than temporary declines given increases in estimated long-term operating and maintenance costs in the 2015 annual review and reduced long-term energy and capacity price expectations.expectations in the 2014 annual review. As a result, Exelon recorded a $24 millionpre-tax impairment charges in both 2015 and $14 million pre-tax impairment charge in 2014 and 2013, respectively, for these stations. These impairment charges were recorded inwithin Investments and Operating and maintenance expense in Exelon’s Consolidated Balance Sheets and the Consolidated Statements of Operations and Comprehensive Income, respectively. Changes inAll the assumptions described above could potentially result in future impairmentsHeadleases were terminated by the second quarter of Exelon’s direct financing lease investments, which could be material. Through December 31, 2014,2016, and no events have occurred prior to the termination that would requirerequired Exelon to review the estimated residual values of itsthe direct financing lease investments subsequentin 2016.

On February 26, 2014, UII and the City Public Service Board of San Antonio, Texas (CPS) finalized an agreement to terminate the review performedleases on the generating station located in Texas, as described above, prior to its expiration dates. As a result of the lease termination, UII received a net early termination amount of $335 million from CPS and wrote down the net investment in the second quarterCPS long-term lease of $336 million in Investments in Exelon’s Consolidated Balance Sheets in 2014; resulting in apre-tax loss of $1 million being reflected in Operating and maintenance expense in the Consolidated Statements of Operations and Comprehensive Income in 2014.

On March 31, 2016, UII and MEAG finalized an agreement to terminate the MEAG Headleases, the MEAG Leases, and other related agreements prior to their expiration dates. As a result of the lease termination, UII received an early termination payment of $360 million from MEAG andwrote-off the $356 million net investment in the MEAG Headleases and the Leases. The transaction resulted in apre-tax gain of $4 million which is reflected in Operating and maintenance expense in Exelon’s Consolidated Statements of Operations and Comprehensive Income. See Note 15—Income Taxes for additional information.

As of December 31, 2016, all the long-term leases had been terminated and no residual and net investment value was outstanding. At December 31, 2014 and 2013,2015, the components of the net investment in long-term leases were as follows:the

   December 31, 2014   December 31, 2013 

Estimated residual value of leased assets

  $685    $1,465  

Less: unearned income

   324     767  
  

 

 

   

 

 

 

Net investment in long-term leases

  $361    $698  
  

 

 

   

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

long-term leases consisted of estimated residual value of $639 million, unearned income of $287 million and a resulting net investment of $352 million.

9. Early Nuclear Plant Retirements (Exelon and Generation)

Exelon and Generation continue to evaluate the current and expected economic value of each of Generation’s nuclear plants. Factors that will continue to affect the economic value of Generation’s nuclear plants include, but are not limited to: market power prices, results of capacity auctions, potential legislative and regulatory solutions to ensure nuclear plants are fairly compensated for their carbon-free emissions, and the impact of final rules from the EPA requiring reduction of carbon and other emissions and the efforts of states to implement those final rules.

In 2015, Generation identified the Quad Cities, Clinton and Ginna nuclear plants as having the greatest risk of early retirement based on economic valuation and other factors. At that time, Exelon and Generation deferred retirement decisions on Clinton and Quad Cities until 2016 in order to participate in the 2016-2017 MISO primary reliability auction and the 2019-2020 PJM capacity auctions held in April and May 2016, respectively, as well as to provide Illinois policy makers with additional time to consider needed reforms and for MISO to consider market design changes to ensure long-term power system reliability in southern Illinois.

In April 2016, Clinton cleared the MISO primary reliability auction as a price taker for the 2016-2017 planning year. The resulting capacity price was insufficient to cover cash operating costs and a risk-adjusted rate of return to shareholders. In May 2016, Quad Cities did not clear in the PJM capacity auction for the 2019-2020 planning year and will not receive capacity revenue for that period.

Based on these capacity auction results, and given the lack of progress on Illinois energy legislation and MISO market reforms, on June 2, 2016 Generation announced it would move forward to shut down the Clinton and Quad Cities nuclear plants on June 1, 2017 and June 1, 2018, respectively. The current Nuclear Regulatory Commission (NRC) licenses for Clinton and Quad Cities expire in 2026 and 2032, respectively.

In June 2016, as a result of the retirement decision for Clinton and Quad Cities, Exelon and Generation recognizedone-time charges in Operating and maintenance expense of $146 million related to materials and supplies inventory reserve adjustments, employee-related costs and constructionwork-in-progress (CWIP) impairments, among other items. In addition to theseone-time charges, Exelon and Generation began recognizing incrementalnon-cash charges to earnings stemming from shortening the expected economic useful life of Clinton and Quad Cities, including accelerated depreciation of plant assets (along with any asset retirement costs (ARC)), accelerated amortization of nuclear fuel, and additional asset retirement obligation (ARO) accretion expense associated with the changes in decommissioning timing and cost assumptions.

On December 7, 2016, Illinois FEJA was signed into law by the Governor of Illinois and included a ZES that provides compensation through the procurement of ZECs targeted at preserving the environmental attributes ofzero-emissions nuclear-powered generating facilities that meet specific eligibility criteria, much like the solution implemented with the New York CES. The Illinois ZES will have a10-year duration extending from June 1, 2017 through May 31, 2027. See Note 3—Regulatory Matters for additional discussion on the Illinois FEJA and the ZES.

With the passage of the Illinois ZES, and subject to prevailing over any related potential administrative or legal challenges, in December 2016 Generation reversed its June 2016 decision to

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

permanently cease generation operations at the Clinton and Quad Cities nuclear generating plants. Accordingly, in December 2016 Exelon and Generation reversed approximately $120 million of theone-time charges initially recorded in June 2016 associated with the early retirements primarily for employee-related costs and a materials and supplies inventory reserve adjustment. In addition, Generation updated the expected economic useful life for both facilities, to 2027 for Clinton, commensurate with the end of the Illinois ZES, and to 2032 for Quad Cities, the end of its current operating license. Depreciation was therefore adjusted beginning December 7, 2016, to reflect these extended useful life estimates. See Note 16—Asset Retirement Obligations for additional detail on changes to the Nuclear decommissioning ARO balances resulting from the initial decision and subsequent reversal of the decision to early retire Clinton and Quad Cities.

Through December 31, 2016, Exelon’s and Generation’s results include a net incremental $688 million ofpre-tax expense associated with the initial early retirement decision for Clinton and Quad Cities, as summarized in the table below.

Income statement expense(pre-tax)

  2016 

Depreciation and Amortization

  

Accelerated depreciation (a)

  $712  

Accelerated nuclear fuel amortization

   60  

Operating and Maintenance

  

Increase ARO accretion, net of contractual offset (b)

   2  

Contractual offset for ARC depreciation (b)

   (86
  

 

 

 

Total

  $688  
  

 

 

 

(a)Reflects incremental accelerated depreciation of plant assets, including any ARC, for the period June 2, 2016, through December 6, 2016.
(b)For Quad Cities based on the regulatory agreement with the Illinois Commerce Commission, decommissioning-related activities are offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. The offset results in an equal adjustment to the noncurrent payables to ComEd at Generation and an adjustment to the regulatory liabilities at ComEd. Likewise, ComEd has recorded an equal noncurrent affiliate receivable from Generation and corresponding regulatory liability.

In New York, the Ginna and Nine Mile Point nuclear plants continue to face significant economic challenges and risk of retirement before the end of each unit’s respective operating license period (2029 for Ginna and Nine Mile Point Unit 1, and 2046 for Nine Mile Point Unit 2). On August 1, 2016, the NYPSC issued an order adopting the CES, which would provide payments to Ginna and Nine Mile Point for the environmental attributes of their production. On November 18, 2016 Ginna and Nine Mile Point executed the necessary contracts with NYSERDA, as required under the CES. Subject to prevailing over any administrative or legal challenges, the CES will allow Ginna and Nine Mile Point to continue to operate at least through the life of the program (March 31, 2029). The assumed useful life for depreciation purposes is through the end of their current operating licenses. The approved RSSA currently requires Ginna to continue operating through the RSSA term expiring on March 31, 2017 and required notification to the NYPSC if Ginna did not plan to retire shortly after the expiration of the RSSA. On September 30, 2016, Ginna filed the required notice with the NYPSC of its intent to continue operating beyond the expiry of the RSSA. Refer to Note 3—Regulatory Matters for additional discussion on the Ginna RSSA and the New York CES.

Assuming the successful implementation of the Illinois ZES and the New York CES and the continued effectiveness of these programs, Generation and CENG, through its ownership of Ginna and

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Nine Mile Point, no longer consider Clinton, Quad Cities, Ginna or Nine Mile Point to be at heightened risk for early retirement. However, to the extent either the Illinois ZES or the New York CES programs do not operate as expected over their full terms, each of these plants could again be at heightened risk for early retirement, which could have a material impact on Exelon’s and Generation’s future results of operations, cash flows and financial position.

The Three Mile Island (TMI) nuclear plant also did not clear in the May 2016 PJM capacity auction for the 2019-2020 planning year and will not receive capacity revenue for that period. This is the second consecutive year that TMI failed to clear the capacity auction. Although the plant is committed to operate through May 2019, the plant faces continued economic challenges and Exelon and Generation are exploring all options to return it to profitability. While a portion of the Byron nuclear plant’s capacity did not clear the PJM 2019-2020 planning year capacity auction, the plant is committed to run through May 2020. The Company’s other nuclear plants in PJM cleared in the auction, except Oyster Creek, which did not participate in the auction given Exelon’s and Generation’s previous commitment to cease operation of the Oyster Creek nuclear plant by the end of 2019.

The following table provides the balance sheet amounts as of December 31, 2016 for significant assets and liabilities associated with TMI currently considered by management to be at the greatest risk of early retirement due to current economic valuations and other factors.

(in millions)

  TMI 

Asset Balances

  

Materials and supplies inventory

  $39  

Nuclear fuel inventory, net

   83  

Completed plant, net

   1,015  

Construction work in progress

   37  

Liability Balances

  

Asset retirement obligation

   (565

NRC License Renewal Term

   2034  

The precise timing of an early retirement date for any nuclear plant, and the resulting financial statement impacts, may be affected by a number of factors, including the status of potential regulatory or legislative solutions, results of any transmission system reliability study assessments, the nature of anyco-owner requirements and stipulations, and decommissioning trust fund requirements, among other factors. However, the earliest retirement date for any plant would usually be the first year in which the unit does not have capacity or other obligations, where applicable, and just prior to its next scheduled nuclear refueling outage.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

10. Jointly Owned Electric Utility Plant (Exelon, Generation, PECO, BGE, PHI, Pepco, DPL and BGE)ACE)

Exelon, Generation, PECOExelon’s, Generation’s, PECO’s, BGE’s, PHI’s and BGE’sACE’s undivided ownership interests in jointly owned electric plants and transmission facilities at December 31, 20142016 and 20132015 were as follows:

 

 Nuclear generation Fossil fuel generation Transmission Other  Nuclear Generation Fossil Fuel
Generation
 Transmission Other 
 Quad Cities Peach
Bottom
 Salem (a) Nine Mile
Point Unit

2(g)
 Keystone (f) Conemaugh (f) Wyman PA (b) DE/NJ (c) Other (d)  Quad Cities Peach
Bottom
 Salem (a) Nine Mile
Point Unit 2
 Wyman PA (b) NJ/DE (c) Other (d) 

Operator

  Generation    Generation    

 

PSEG

Nuclear

  

  

  Generation    GenOn    GenOn    FP&L    

 

First

Energy

  

  

  PSEG     Generation    Generation    

 

PSEG

Nuclear

  

  

  Generation    FP&L    

 

First

Energy

  

  

  
 
PSEG/
DPL
  
  
  various  

Ownership interest

  75.00  50.00  42.59  82.00  —      —      5.89  Various    42.55  44.24 75.00 50.00 42.59 82.00 5.89 various   various   various  

Exelon’s share at December 31, 2014:

          

Exelon’s share at December 31, 2016:

        

Plant (e)

 $995   $1,095   $531   $676   $—     $—     $3   $14   $64   $2   $1,054   $1,384   $596   $830   $3   $27   $97   $15  

Accumulated depreciation (e)

  266    343    150    14    —      —      3    7    34    1   515   407   186   68   3   15   52   13  

Construction work in progress

  15    133    29    48    —      —      —      —      —      —      —     16   41   37    —      —      —      —    

Exelon’s share at December 31, 2013:

          

Exelon’s share at December 31, 2015:

        

Plant (e)

 $941   $883   $501   $—     $725   $399   $3   $14   $64   $2   $1,035   $1,345   $566   $756   $3   $27   $93   $15  

Accumulated depreciation (e)

  226    326    134    —      268    220    3    7    34    1   309   368   167   42   3   15   52   13  

Construction work in progress

  27    174    24    —      6    121    —      —      —      —     11   18   40   56    —      —      —      —    

 

(a)Generation also owns a proportionate share in the fossil fuel combustion turbine at Salem, which is fully depreciated. The gross book value was $3 million at December 31, 20142016 and 2013.2015.
(b)PECO, BGE, Pepco, DPL and BGEACE own a 22%, 7%, 27%, 9% and 7%8% share, respectively, in 127 miles of 500kV lines located in Pennsylvania; PECOPennsylvania as well as a 20.72%, 10.56%, 9.72%, 3.72% and BGE also own a 20.7% and 10.56%3.83% share, respectively, of a 500kV substation immediately outside of the Conemaugh fossil generating station which supplies power to the 500kV lines including, but not limited to, the lines noted above.
(c)PECO, ownsDPL and ACE own a 42.55%, 1% and 13.9% share, respectively in 131151.3 miles of 500kV lines located in Delaware and New Jersey as well asand Delaware Station. PECO, DPL and ACE also own a 42.55%, 7.45% and 7.45% share, respectively, in 2.5 miles of 500kV line located over the Delaware River. ACE also has a 21.78% share in a 500kV substation immediately outside of the Salem nuclear generating station in New Jersey which supplies power to the 500kV lines including, but not limited to, the lines noted above.Freedom Switching
(d)Generation, hasDPL and ACE own a 44.24% ownership interest, 4.83% and 11.91% share, respectively in assets located at Merrill Creek Reservoir located in New Jersey. Pepco, DPL and ACE own a 11.9%, 7.4% and 6.6% share, respectively, in Valley Forge Corporate Center.
(e)Excludes asset retirement costs.
(f)As of December 31, 2014, Generation sold its ownership interest in Keystone and Conemaugh. At December 31, 2013, Generation held 41.98% and 31.28% ownership interest in Keystone and Conemaugh, respectively. See Note 4—Mergers, Acquisitions, and Dispositions for additional information.
(g)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet, and as of that date, CENG’s operations are consolidated into Generation’s financial statements. As of December 31, 2013, Generation’s ownership interest in CENG, including Nine Mile Point, was treated as an equity method investment, and thus did not represent an undivided Interest. See Note 5 - Investment in Constellation Energy Nuclear Group, LLC for additional information.

Exelon’s, Generation’s, PECO’s, BGE’s, Pepco’s, DPL’s and BGE’sACE’s undivided ownership interests are financed with their funds and all operations are accounted for as if such participating interests were wholly ownedwholly-owned facilities. Exelon’s, Generation’s, PECO’s, BGE’s, Pepco’s, DPL’s and BGE’sACE’s share of direct expenses of the jointly owned plants are included in Purchased power and fuel and Operating and maintenance expenses on Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income and in Operating and maintenance expenses on PECO’s, BGE’s, Pepco, DPL’s and BGE’sACE’s Consolidated Statements of Operations and Comprehensive Income.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

10.11. Intangible Assets (Exelon, Generation, ComEd, PECO, PHI, Pepco, DPL and PECO)ACE)

Goodwill

Exelon’s, Generation’s, ComEd’s, PHI’s, and ComEd’sDPL’s gross amount of goodwill, accumulated impairment losses and carrying amount of goodwill for the years ended December 31, 20142016 and 20132015 were as follows:

 

  ComEd  Generation  Exelon 
  Gross
Amount (a)
  Accumulated
Impairment
Losses
  Carrying
Amount
  Gross
Amount
  Carrying
Amount
  Gross
Amount
  Accumulated
Impairment
Losses
  Carrying
Amount
 

Balance, January 1, 2013

 $4,608   $1,983   $2,625   $—     $—     $4,608   $1,983   $2,625  

Goodwill from business combination

  —      —      —      47    47    47    —      47  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2014

 $4,608   $1,983   $2,625   $47   $47   $4,655   $1,983   $2,672  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  Balance at
January 1,
2015
  Impairment
losses
  Balance at
December 31,
2015
  Goodwill
from
business
combination
  Impairment
losses
  Measurement
period
adjustments (b)
  Balance at
December 31,
2016
 

Exelon

       

Gross amount

 $4,655   $—     $4,655   $4,016   $—     $(11 $8,660  

Accumulated impairment loss

  1,983    —      1,983    —      —      —      1,983  

Carrying amount

  2,672    —      2,672    4,016    —      (11  6,677  

Generation

       

Gross amount

  47    —      47    —      —      —      47  

Carrying amount

  47    —      47    —      —      —      47  

ComEd (a)

       

Gross amount

  4,608    —      4,608    —      —      —      4,608  

Accumulated impairment loss

  1,983    —      1,983    —      —      —      1,983  

Carrying amount

  2,625    —      2,625    —      —      —      2,625  

DPL

       

Gross amount

  8    —      8    —      —      —      8  

Carrying amount

  8    —      8    —      —      —      8  

March 24, 2016 to December 31, 2016

  Beginning
Balance
   Goodwill from
business
combination
   Impairment
losses
  Measurement
period
adjustments (b)
  Ending
Balance
 

PHI—Successor

        

Gross amount

  $—      $4,016    $—     $(11 $4,005  

Accumulated impairment loss

   —       —       —      —      —    

Carrying amount

   —       4,016     —      (11  4,005  

January 1, 2016 to March 23, 2016

        

PHI—Predecessor

        

Gross amount

   1,418     —       —      —      1,418  

Accumulated impairment loss

   12     —       —      —      12  

Carrying amount

   1,406     —       —      —      1,406  

For the Year Ended December 31, 2015

        

PHI—Predecessor

        

Gross amount

   1,425     —       (7  —      1,418  

Accumulated impairment loss

   18     —       (6  —      12  

Carrying amount

   1,407     —       (1  —      1,406  

 

(a)Reflects goodwill recorded in 2000 from the PECO/Unicom (predecessor parent company of ComEd) merger net of amortization, resolution of tax matters and othernon-impairment-related changes as allowed under previous authoritative guidance.
(b)Represents various measurement period adjustments to the valuation of the fair value of the PHI assets acquired and liabilities assumed as a result of the merger.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Goodwill is not amortized, but is subject to an assessment for impairment at least annually, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the Exelon, Generation, ComEd, PHI and DPL reporting unit below its carrying amount. Under the authoritative guidance for goodwill, a reporting unit is an operating segment or one level below an operating segment (known as a component) and is the level at which goodwill is tested for impairment. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and its operating results are regularly reviewed by segment management. Generation’s operating segments areMid-Atlantic, Midwest, New England, New York, ERCOT and all other power regions referred to collectively as “Other Power Regions”, PHI’s operating segments are Pepco, DPL and ACE, and ComEd hasand DPL have a single operating segmentsegment. See Note 26—Segment Information for its combined business.additional information. There is no level below thisthese operating segmentsegments for which operating results are regularly reviewed by segment management. Therefore, the ComEd, Pepco, DPL and ACE operating segments are also considered reporting units for goodwill impairment testing purposes. Exelon’s and ComEd’s operating segment$2.6 billion of goodwill has been assigned entirely to the ComEd reporting unit, while Exelon’s and PHI’s $4 billion of goodwill has been assigned to the Pepco, DPL and ACE reporting units in the amounts of $1.7 billion, $1.1 billion and $1.2 billion, respectively. DPL’s $8 million of goodwill is considered its onlyassigned entirely to the DPL reporting unit.

Entities assessing goodwill for impairment have the option of first performing a qualitative assessment before calculating the fair value of the reporting unit (i.e., step one of the two-step fair value based impairment test).to determine whether a quantitative assessment is necessary. In performing a qualitative assessment, entities should assess, among other things, macroeconomic conditions, industry and market considerations, overall financial performance, cost factors and entity-specific events. If an entity determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not lessgreater than the carrying amount, the two-step fair value based impairment test is required. Otherwise, no further testing is required.

If an entity bypasses the qualitative assessment or performs the qualitative assessment, but determines that it is more likely than not that its fair value is less than its carrying amount, a quantitativetwo-step, fair value basedvalue-based test is performed. Exelon’s, Generation’s, ComEd’s, PHI’s and DPL’s accounting policy is to perform a quantitative test of goodwill at least once every three years. The first step in the quantitative test compares the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step is performed. The second step requires an allocation of fair value to the individual assets and liabilities using purchase price allocation accounting guidance in order to determine the implied fair value of goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss is recorded as a reduction to goodwill and a charge to operating expense. Any

Application of the goodwill impairment charge at ComEd will affect Exelon’s consolidated resultstest requires management judgment, including the identification of operations.

ComEd’s valuation approach is based on a market participant view, pursuant to authoritative guidance forreporting units and determining the fair value measurement, and utilizesof the reporting unit, which management estimates using a weighted combination of a discounted cash flow

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

analysis and a market multiples analysis. The discounted cash flow analysis relies on a single scenario reflecting “base case” or “best estimate” projected cash flows for ComEd’s business and includes an estimate of ComEd’s terminal value based on these expected cash flows using the generally accepted Gordon Dividend Growth formula, which derives a valuation using an assumed perpetual annuity based on the entity’s residual cash flows. The discount rate is based on the generally accepted Capital Asset Pricing Model and represents the weighted average cost of capital of comparable companies. The market multiples analysis utilizes multiples of business enterprise value to earnings, before interest, taxes, depreciation and amortization (EBITDA) of comparable companies in estimating fair value. Significant assumptions used in estimating thethese fair value analyses include discount and growth rates, utility sector market performance and transactions, projected operating and capital cash flows fromfor Generation’s, ComEd’s, businessPepco’s, DPL’s and ACE’s businesses and the fair value of debt. Management performs a reconciliation ofIn applying the sum ofsecond step (if needed), management must estimate the estimated fair value of all Exelon reporting units to Exelon’s enterprise value based on its trading price to corroborate the resultsspecific assets and liabilities of the discounted cash flow analysisreporting unit.

2016 and the market multiple analysis.

20142015 Goodwill Impairment AssessmentAssessment.. Pursuant to authoritative guidance, ComEd is required to test its goodwill for impairment annually and more frequently if an event occurs or circumstances change that suggest an impairment is more likely than not. ComEdGeneration performed a qualitative test as of November 1, 2016, for its 2016 annual goodwill impairment assessment. Generation previously completed its last quantitative assessment in the first quarter of 2015, and updated its qualitative assessment as of November 1, 2014, for its 2014 annual goodwill impairment assessment and determined2015. Based on the qualitative factors above, Generation concluded that itsthe fair value was notof the reporting unit is more likely than not lessgreater than itsthe carrying value. Therefore,amount, and no further testing was required.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Exelon, ComEd, did not perform aPHI, and DPL performed quantitative assessment. As part of its qualitative assessment, ComEd evaluated, among other things, management’s best estimate of projected operating and capital cash flows for ComEd’s business as well as changes in certain market conditions, including the discount rate and EBITDA multiples, while also considering the passing margin from its last quantitative assessment performedtests as of November 1, 2013.

Prior Goodwill Impairment Assessments. Management concluded the remeasurement of the like-kind exchange position and the charge to ComEd’s earnings in the first quarter of 2013 triggered an interim2016, for their 2016 annual goodwill impairment assessment and, as a result, ComEd tested its goodwill for impairment as of January 31, 2013.assessments. The first step of the interim impairment assessmenttests comparing the estimated fair valuevalues of the ComEd, Pepco, DPL, and ACE reporting units to itstheir carrying value,values, including goodwill, indicated no impairmentimpairments of goodwill; therefore, theno second step was not required.

ComEd performed a quantitative assessment as of November 1, 2013, for its 2013 annual goodwill impairment assessment. The first step of the annual impairment assessment comparing the estimated fair value of ComEd to its carrying value, including goodwill, indicated no impairment of goodwill; therefore, the second step was notsteps were required.

In both the interim and annual assessments, the discounted cash flow analysis reflected Exelon’s indemnity to hold ComEd harmless from any unfavorable impacts of the after-tax interest amounts related to the like-kind exchange position on ComEd’s equity. While neither the interim nor the annual assessments indicated an impairment of ComEd’s goodwill,no impairments, certain assumptions used to estimate thereporting unit fair value of ComEdvalues are highly sensitive to changes. Adverse regulatory actions such as early termination of EIMA, or changes in significant assumptions including discount and growth rates, utility sector market performance and transactions, projected operating and capital cash flows from ComEd’s business, and the fair value of debt could potentially result in a future impairmentimpairments of Exelon’s, ComEd’s, PHI’s or DPL’s goodwill, which could be material. Based on the results of the annual goodwill test performed as of November 1, 2013,2016, the estimated fair valuevalues of the ComEd, Pepco, DPL and ACE reporting units would have needed to decrease by more than 30%, 10%, 10% and 10%, respectively, for Exelon, ComEd and PHI to fail the first step of their respective impairment tests. The $8 million of goodwill recorded at DPL is related to DPL’s 1995 acquisition of the Conowingo Power Company and the fair value of the DPL reporting unit would have needed to decrease by more than 50% for DPL to fail the first step of the impairment test.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Management concludedAs of November 1, 2015, Exelon, ComEd, and PHI qualitatively determined that the May 2012 ICC final Order in ComEd’s 2011 formula rate proceeding triggered an interim goodwill impairment assessment and, as a result, ComEd tested its goodwill for impairment as of May 31, 2012. The first step of the interim impairment assessment comparing the estimated fair value of ComEd to its carrying value, including goodwill, indicated no impairment of goodwill; therefore, the second step was not required. ComEd performed a qualitative assessment as of November 1, 2012, for its 2012 annual goodwill impairment assessment and determined that its fair valuetheir reporting units was not more likely than not less than itstheir carrying value. Therefore, ComEdvalue and, therefore, did not perform a quantitative assessment.assessments. As part of itstheir qualitative assessment,assessments, Exelon, ComEd and PHI evaluated, among other things, management’s best estimate of projected operating and capital cash flows for ComEd’stheir respective business, (including the impacts of the May 2012 Order) as well as, changes in certain other market conditions, such asincluding the discount rate and regulated utility peer company EBITDA multiples.multiples, while also considering, the passing margin from their last quantitative assessments.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Other Intangible Assets

and Liabilities

Exelon’s, Generation’s, ComEd’s and ComEd’sPHI’s other intangible assets and liabilities, included in Unamortized energy contract assets and liabilities and Other long-termdeferred debits and other assets and liabilities in their Consolidated Balance Sheets, consisted of the following as of December 31, 2014:2016:

 

  Weighted
Average
Amortization
Years (h)
  Gross  Accumulated
Amortization
  Net  Estimated amortization expense 
      2015  2016  2017  2018  2019 

Exelon and Generation

         

Unamortized Energy Contracts(a)

         

Exelon Wind(b)

  18.0   $224   $(55 $169   $14   $14   $14   $14   $14  

Antelope Valley (c)

  25.0    190    (12  178    8    8    8    8    8  

Constellation(d)

  1.5    1,499    (1,451  48    19    (31  (21  11    8  

CENG(e)

  1.7    (97  29    (68  (20  (11  (15  (18  (15

Integrys(d)

  2.4    6    (5  1    (8  6    1    1    —    

Customer Relationships

         

Constellation(d)

  12.4    214    (58  156    18    18    18    18    17  

Integrys(d)

  10.0    48    (1  47    5    5    5    5    5  

Trade Names

         

Constellation(d)

  10.0    243    (79  164    23    23    23    23    23  

ComEd

         

Chicago settlement—1999 agreement (f)

  21.8    100    (79  21    3    3    4    4    4  

Chicago settlement—2003 agreement (g)

  17.9    62    (40  22    4    4    3    3    3  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total intangible assets

  $2,489   $(1,751 $738   $66   $39   $40   $69   $67  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  Weighted
Average
Amortization
Years (l)
     Accumulated
Amortization
     Estimated amortization expense 
   Gross   Net  2017  2018  2019  2020  2021 

Exelon

         

Software License Agreement (a)

  10.0   $95   $(15 $80   $10   $10   $10   $10   $10  

Generation

         

Unamortized Energy Contracts (b)

         

Exelon Wind(c)

  18.0    224    (83  141    14    14    14    10    10  

Antelope Valley (d)

  25    190    (28  162    8    8    8    8    8  

Constellation(e)

  1.5    1,499    (1,440  59    (21  11    8    10    10  

CENG(f)

  1.7    (97  59    (38  (15  (18  (15  (8  (4

Integrys(g)

  2.4    5    (3  2    1    1    —      —      —    

ConEdison(h)

  1.5    100    (53  47    37    7    2    1    —    

Service Contract Backlog

         

PES(h)

  1.0    9    (7  2    2    —      —      —      —    

Customer Relationships (i)

         

Constellation(e)

  12.4    214    (94  120    18    18    17    17    17  

Integrys(g)

  10.0    50    (11  39    5    5    5    5    5  

PES(h)

  15.0    12    (1  11    1    1    1    1    1  

ConEdison(h)

  10.0    9    —      9    1    1    1    1    1  

Trade Names

         

Constellation(e)

  10.0    243    (125  118    23    23    23    23    23  

ComEd

         

Chicago settlement—1999 agreement (j)

  21.8    100    (86  14    3    3    3    3    —    

Chicago settlement—2003 agreement (k)

  17.9    62    (47  15    4    4    4    4    —    

PHI

         

Unamortized Energy
Contracts (h)

  6.8    (1,515  430    (1,085  (335  (189  (119  (115  (92

Pepco

         

DC Sponsorship Agreement (m)

  0    25    —      25    —      —      —      —      —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  $1,225   $(1,504 $(279 $(244 $(101 $(38 $(30 $(11
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(a)On May 31, 2015, Exelon entered into a long-term software license agreement. Exelon is required to make payments starting August 2015 through May 2024. The intangible asset recognized as a result of these payments is being amortized on a straight-line basis over the contract term.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

(b)Includes unamortized energy contract assets and liabilities on Exelon’s and Generation’s Consolidated Balance Sheets. Excludes $26$10 million of other miscellaneous unamortized energy contracts that have been acquired at various points in time. The estimated amortization for these miscellaneous unamortized energy contracts is $(9) million, $(7) million, $(6) million, $(2) million and $4 million $3 million, $0 million, $2 million and $2 million for 2015, 2016, 2017, 2018, 2019, 2020 and 2019,2021, respectively.
(b)(c)In December 2010, Generation acquired all of the equity interests of John Deere Renewables, LLC (later named Exelon Wind), adding 735MWs735 MWs of installed, operating wind capacity located in eight states.
(c)(d)In September 2011, Generation acquired all of the interest in Antelope Valley Solar Ranch One, a 230242 MW solar project under development in northern Los Angeles County, CA from First Solar, Inc.
(d)(e)See Note 4—Mergers, Acquisitions,On March 12, 2012, Constellation merged into Exelon with Exelon continuing as the surviving corporation pursuant to the transactions contemplated by the Agreement and Dispositions for further information on these acquisitions.Plan of Merger. Since the merger transaction, Generation includes the former Constellation generation and customer supply operations.
(e)(f)See Note 5—Investment in Constellation Energy Nuclear Group, LLC for additional information.
(f)(g)On November 1, 2014, Generation acquired the competitive retail electric and natural gas business activities of Integrys Energy Group, Inc.
(h)See Note 4—Mergers, Acquisitions, and Dispositions for additional information.
(i)Excludes $11 million of other miscellaneous customer relationships that have been acquired. The estimated amortization for these miscellaneous customer relationships is $1 million in each of the years from 2017 to 2021.
(j)In March 1999, ComEd entered into a settlement agreement with the City of Chicago associated with ComEd’s franchise agreement. Under the terms of the settlement, ComEd agreed to make payments to the City of Chicago each year from 1999 to 2002. The intangible asset recognized as a result of these payments is being amortized ratably over the remaining term of the franchise agreement, which ends in 2020.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

(g)(k)In February 2003, ComEd entered into separate agreements with the City of Chicago and with Midwest Generation, LLC (Midwest Generation). Under the terms of the settlement agreement with the City of Chicago, ComEd agreed to pay the City of Chicago a total of $60 million over aten-year period, beginning in 2003. The intangible asset recognized as a result of the settlement agreement is being amortized ratably over the remaining term of the City of Chicago franchise agreement, which ends in 2020. As required by the settlement, ComEd also made a payment of $2 million to a third-party on the City of Chicago’s behalf. Under the terms of the agreement with Midwest Generation, ComEd received payments of $32 million from Midwest Generation to relieve Midwest Generation’s obligation under the 1999 fossil sale agreement with ComEd to build the generation facility in the City of Chicago. The payments received by ComEd, which have been recorded in Other deferred credits and other liabilities, and other long-term liabilities on Exelon’s and ComEd’s Consolidated Balance Sheets are being recognized ratably (approximately $2 million annually) as an offset to amortization expense over the remaining term of the franchise agreement.
(h)(l)Weighted-average amortization period was calculated at the date of a) acquisition for acquired assets or b) settlement agreement.

(m)In the third quarter of 2015, Pepco entered into a sponsorship agreement with the District of Columbia for future naming rights associated with public property within the District of Columbia to be determined over time through future negotiations. Amortization of the intangible asset will begin once the terms of the naming rights are defined.

The following table summarizes the amortization expense related to intangible assets and liabilities for each of the years ended December 31, 2014, 20132016, 2015 and 2012:2014:

 

For the Year Ended December 31,

  Exelon (a)   Generation (a)   ComEd   Exelon (a)   Generation (a)   ComEd 

2016

  $87    $79    $7  

2015

   76     69     7  

2014

  $179    $179    $7     179     179     7  

2013

   478     550     7  

2012

   1,150     1,145     7  

 

(a)At Exelon, amortization of unamortized energy contracts totaling $135$35 million, $430$22 million and $1,110$135 million for the years ended December 31, 2014, 20132016, 2015 and 2012,2014, respectively, was recorded in Operating revenues or Purchase power and fuel expense or Operating revenues within Exelon’s Consolidated StatementStatements of Operations and Comprehensive Income. At Generation, amortization of unamortized energy contracts totaling $135$35 million, $507$22 million and $1,110$135 million for the years ended December 31, 2014, 20132016, 2015 and 2012,2014, respectively, was recorded in Operating revenues or Purchase power and fuel expense or Operating revenues within Generation’s Consolidated StatementStatements of Operations and Comprehensive Income

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Acquired Intangible Assets and Liabilities

Accounting guidance for business combinations requires the acquirer to separately recognize identifiable intangible assets in the application of purchase accounting.

Unamortized Energy Contracts.Unamortized energy contract assets and liabilities represent the remaining unamortized fair value ofnon-derivative energy contracts that Exelon and Generation hashave acquired. The valuation of unamortized energy contracts was estimated by applying either the market approach or the income approach depending on the nature of the underlying contract. The market approach was utilized when prices and other relevant information generated by market transactions involving comparable transactions were available. Otherwise, the income approach, which is based upon discounted projected future cash flows associated with the underlying contracts, was utilized. The fair value is based upon certain unobservable inputs, which are considered Level 3 inputs, pursuant to applicable accounting guidance. Key estimates and inputs include forecasted power and fuel prices and the discount rate. The Exelon Wind unamortized energy contracts are amortized on a straight line basis over the period in which the associated contract revenues are recognized as a decrease in Operating revenuerevenues within Exelon’s and Generation’s Consolidated StatementStatements of Operations and Comprehensive Income. In the case of Antelope Valley, Constellation, CENG, Integrys and Integrys,ConEdison, the fair value amounts are amortized over the life of the contract in relation to the present value of the underlying cash flows as of the acquisition dates through either Operating revenues or Purchase power and fuel expense or Operating revenues within Exelon’s and Generation’s Consolidated StatementStatements of Operations and Comprehensive Income.

At PHI, offsetting regulatory assets or liabilities were also recorded. The unamortized energy contract assets and liabilities and any corresponding regulatory assets or liabilities, respectively, are amortized over the life of the contract in relation to the expected realization of the underlying cash flows.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Customer Relationships.The customer relationship intangible wasintangibles were determined based on a “multi-period excess method” of the income approach. Under this method, the intangible asset’s fair value is determined to be the estimated future cash flows that will be earned on the current customer base, taking into account expected contract renewals based on customer attrition rates and costs to retain those customers. The fair value is based upon certain unobservable inputs, which are considered Level 3 inputs, pursuant to applicable accounting guidance. Key assumptions include the customer attrition rate and the discount rate. The accounting guidance requires that customer-based intangibles be amortized over the period expected to be benefited using the pattern of economic benefit. The amortization of the customer relationships recorded in Depreciation and amortization expense within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

Service Contract Backlog.The service contract backlog intangibles were determined based on a “multi-period excess method” of the income approach. Under this method, the intangible asset’s fair value is determined to be the estimated future cash flows that will be earned on the contracts. The fair value is based upon certain unobservable inputs, which are considered Level 3 inputs, pursuant to applicable accounting guidance. Key assumptions include estimated revenues and expenses to complete the contracts as well as the discount rate. The accounting guidance requires that customer-based intangibles be amortized over the period expected to be benefited using the pattern of economic benefit. The amortization of the service contract backlog is recorded in Depreciation and amortization expense within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

Trade Name.The Constellation trade name intangible was determined based on the relief from royalty method of income approach whereby fair value is determined to be the present value of the

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

license fees avoided by owning the assets. The fair value is based upon certain unobservable inputs, which are considered Level 3 inputs, pursuant to applicable accounting guidance. Key assumptions include the hypothetical royalty rate and the discount rate. The Constellation trade name intangible is amortized on a straight-line basis over a period of 10 years. The amortization of the trade name is recorded in Depreciation and amortization expense within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

Renewable Energy Credits and Alternative Energy Credits (Exelon, Generation, ComEd, PECO, DPL and PECO).ACE)

Exelon’s, Generation’s, ComEd’s, PECO’s, DPL’s and PECO’sACE’s other intangible assets, included in Other current assets and Other deferred debits and other assets on the Consolidated Balance Sheets, include RECs (Exelon, Generation, ComEd, DPL and ComEd)ACE) and AECs (Exelon and PECO). Purchased RECs are recorded at cost on the date they are purchased. The cost of RECs purchased on a stand-alone basis is based on the transaction price, while the cost of RECs acquired through PPAs represents the difference between the total contract price and the market price of energy at contract inception. RevenueGenerally, revenue for RECs that are part of a bundled power sale is recognized when the power is produced and delivered to the customer.customer, otherwise, the revenue is recognized upon physical transfer of the REC. As of December 31, 2014,2016, and 2013,2015, PECO had current AECs of $13$1 million and $19$2 million, respectively. PECO had no noncurrent AECs as of December 31, 2016 and 2015. As of December 31, 2016, and 2015, Generation had current RECs of $317 million and $251 million, respectively, and $29 million and $56 million of noncurrent REC’s, respectively. ComEd had no current RECs as of December 31, 2016 and $5 million as of December 31, 2014,2015. ComEd had no noncurrent RECs as of December 31, 2016 and 2013, respectively.2015. As of December 31, 2014,2016 and 2013, Generation2015, DPL had current RECs of $191$11 million and $158$9 million, respectively, and $44 million ofrespectively. DPL had no noncurrent REC’sRECs as of December 31, 2014.2016 and 2015. As of December 31, 2014,2016 and 2013, ComEd,2015, ACE had current RECs of $4 million$1 million. ACE had no noncurrent RECs as of December 31, 2016 and $3 million, respectively.2015. See Note 3—Regulatory Matters and Note 22—24—Commitments and Contingencies for additional information on RECs and AECs.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

11.12. Fair Value of Financial Assets and Liabilities (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Fair Value of Financial Liabilities Recorded at the Carrying Amount

The following tables present the carrying amounts and fair values of the Registrants’ short-term liabilities, long-term debt, SNF obligation, and trust preferred securities (long-term debt to financing trusts or junior subordinated debentures) as of December 31, 20142016 and 2013:2015:

Exelon

 

Exelon

   December 31, 2014   December 31, 2013 
   Carrying
Amount
   Fair Value   Carrying
Amount
   Fair
Value
 
     Level 1   Level 2   Level 3   Total     

Short-term liabilities

  $463    $3    $448    $12    $463    $344    $344  

Long-term debt (including amounts due within one year)

   21,164     1,208     20,417     1,311     22,936     19,132     19,751  

Long-term debt to financing trusts

   648     —       —       648     648     648     631  

SNF obligation

   1,021     —       833     —       833     1,021     790  

Generation

   December 31, 2014   December 31, 2013 
   Carrying
Amount
   Fair Value   Carrying
Amount
   Fair
Value
 
     Level 1   Level 2   Level 3   Total     

Short-term liabilities

  $36    $—      $24    $12    $36    $22    $22  

Long-term debt (including amounts due within one year)

   8,266     —       7,511     1,311     8,822     7,729     7,648  

SNF obligation

   1,021     —       833     —       833     1,021     790  

ComEd

   December 31, 2014   December 31, 2013 
   Carrying
Amount
   Fair Value   Carrying
Amount
   Fair
Value
 
     Level 1   Level 2   Level 3   Total     

Short-term liabilities

  $304    $—      $304    $—      $304    $184    $184  

Long-term debt (including amounts due within one year)

   5,958     —       6,788     —       6,788     5,675     6,255  

Long-term debt to financing trust

   206     —       —       213     213     206     202  

PECO

   December 31, 2014   December 31, 2013 
   Carrying
Amount
   Fair Value   Carrying
Amount
   Fair
Value
 
     Level 1   Level 2   Level 3   Total     

Long-term debt (including amounts due within one year)

  $2,246    $—      $2,537    $—      $2,537    $2,197    $2,358  

Long-term debt to financing trusts

   184     —       —       199     199     184     180  
   December 31, 2016 
   Carrying
Amount
   Fair Value 
     Level 1   Level 2   Level 3   Total 

Short-term liabilities

  $1,267    $—      $1,267    $—      $1,267  

Long-term debt (including amounts due within one year) (a)

   34,005     1,113     31,741     1,959     34,813  

Long-term debt to financing trusts(b)

   641     —       —       667     667  

SNF obligation

   1,024     —       732     —       732  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

   December 31, 2015 
   Carrying
Amount
   Fair Value 
     Level 1   Level 2   Level 3   Total 

Short-term liabilities

  $536    $3    $533    $—      $536  

Long-term debt (including amounts due within one year)(a)

   25,145     931     23,644     1,349     25,924  

Long-term debt to financing trusts(b)

   641     —       —       673     673  

SNF obligation

   1,021     —       818     —       818  

Generation

  December 31, 2016 
  Carrying
Amount
  Fair Value 
   Level 1  Level 2  Level 3  Total 

Short-term liabilities

 $699   $—     $699   $—     $699  

Long-term debt (including amounts due within one year)(a)

  9,241    —      7,482    1,670    9,152  

SNF obligation

  1,024    —      732    —      732  

  December 31, 2015 
  Carrying
Amount
  Fair Value 
   Level 1  Level 2  Level 3  Total 

Short-term liabilities

 $29   $—     $29   $—     $29  

Long-term debt (including amounts due within one year)(a)

  8,959    —      7,767    1,349    9,116  

SNF obligation

  1,021    —      818    —      818  

ComEd

  December 31, 2016 
  Carrying
Amount
  Fair Value 
   Level 1  Level 2  Level 3  Total 

Long-term debt (including amounts due within one year)(a)

 $7,033   $—     $7,585   $—     $7,585  

Long-term debt to financing trusts(b)

  205    —      —      215    215  

  December 31, 2015 
  Carrying
Amount
  Fair Value 
   Level 1  Level 2  Level 3  Total 

Short-term liabilities

 $294   $—     $294   $—     $294  

Long-term debt (including amounts due within one year)(a)

  6,509    —      7,069    —      7,069  

Long-term debt to financing trusts(b)

  205    —      —      213    213  

PECO

  December 31, 2016 
  Carrying
Amount
  Fair Value 
   Level 1  Level 2  Level 3  Total 

Long-term debt (including amounts due within one year)(a)

 $2,580   $—     $2,794   $—     $2,794  

Long-term debt to financing trusts

  184    —      —      192    192  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

  December 31, 2015 
  Carrying
Amount
  Fair Value 
   Level 1  Level 2  Level 3  Total 

Long-term debt (including amounts due within one year)(a)

 $2,580   $—     $2,786   $—     $2,786  

Long-term debt to financing trusts

  184    —      —      195    195  

BGE

  December 31, 2016 
  Carrying
Amount
  Fair Value 
   Level 1  Level 2  Level 3  Total 

Short-term liabilities

 $45   $—     $45   $—     $45  

Long-term debt (including amounts due within one year)(a)

  2,322    —      2,467    —      2,467  

Long-term debt to financing trusts(b)

  252    —      —      260    260  

  December 31, 2015 
  Carrying
Amount
  Fair Value 
   Level 1  Level 2  Level 3  Total 

Short-term liabilities

 $213   $3   $210   $—     $213  

Long-term debt (including amounts due within one year)(a)

  1,858    —      2,044    —      2,044  

Long-term debt to financing trusts(b)

  252    —      —      264    264  

PHI

  December 31, 2016 
  Carrying
Amount
  Fair Value 
Successor  Level 1  Level 2  Level 3  Total 

Short-term liabilities

 $522   $—     $522   $—     $522  

Long-term debt (including amounts due within one year)(a)

  5,898    —      5,520    289    5,809  

  December 31, 2015 
  Carrying
Amount
  Fair Value 
Predecessor  Level 1  Level 2  Level 3  Total 

Short-term liabilities

 $958   $—     $958   $—     $958  

Long-term debt (including amounts due within one year)(a)

  5,279    —      5,231    586    5,817  

Preferred stock

  183    —      —      183    183  

Pepco

  December 31, 2016 
  Carrying
Amount
  Fair Value 
   Level 1  Level 2  Level 3  Total 

Short-term liabilities

 $23   $—     $23   $—     $23  

Long-term debt (including amounts due within one year)(a)

  2,349    —      2,788    8    2,796  

  December 31, 2015 
  Carrying
Amount
  Fair Value 
   Level 1  Level 2  Level 3  Total 

Short-term liabilities

 $64   $—     $64   $—     $64  

Long-term debt (including amounts due within one year)(a)

  2,351    —      2,673    —      2,673  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

BGEDPL

 

   December 31, 2014   December 31, 2013 
   Carrying
Amount
   Fair Value   Carrying
Amount
   Fair
Value
 
     Level 1   Level 2   Level 3   Total     

Short-term liabilities

  $123    $3    $120    $—      $123    $138    $138  

Long-term debt (including amounts due within one year)

   1,942     —       2,178     —       2,178     2,011     2,148  

Long-term debt to financing trusts

   258     —            236     236     258     249  
  December 31, 2016 
  Carrying
Amount
  Fair Value 
   Level 1  Level 2  Level 3  Total 

Long-term debt (including amounts due within one year)(a)

 $1,340   $—     $1,383   $—     $1,383  

 

  December 31, 2015 
  Carrying
Amount
  Fair Value 
   Level 1  Level 2  Level 3  Total 

Short-term liabilities

 $105   $—     $105   $—     $105  

Long-term debt (including amounts due within one year)(a)

  1,265    —      1,185    103    1,288  

ACE

  December 31, 2016 
  Carrying
Amount
  Fair Value 
   Level 1  Level 2  Level 3  Total 

Long-term debt (including amounts due within one year)(a)

 $1,155   $—     $1,007   $280   $1,287  

  December 31, 2015 
  Carrying
Amount
  Fair Value 
   Level 1  Level 2  Level 3  Total 

Short-term liabilities

 $5   $—     $5   $—     $5  

Long-term debt (including amounts due within one year)(a)

  1,201    —      1,044    280    1,324  

(a)Includes unamortized debt issuance costs, which are not fair valued, of $200 million, $64 million, $46 million, $15 million, $15 million, $2 million, $30 million, $11 million, and $6 million for Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE respectively, as of December 31, 2016. Includes unamortized debt issuance costs, which are not fair valued, of $180 million, $70 million, $38 million, $15 million, $9 million, $49 million, $31 million, $10 million, and $6 million for Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE respectively, as of December 31, 2015.
(b)Includes unamortized debt issuance costs which are not fair valued of $7 million, $1 million and $6 million for Exelon, ComEd and BGE, respectively, as of December 31, 2016 and December 31, 2015.

Short-Term LiabilitiesLiabilities.. The short-term liabilities included in the tables above are comprised of dividends payable (included in other current liabilities) (Level 1), and short-term borrowings (Level 2) and third party financing (Level 3). The Registrants’ carrying amounts of the short-term liabilities are representative of fair value because of the short-term nature of these instruments.

Long-Term Debt. The fair value amounts of Exelon’s taxable debt securities (Level 2) and private placement taxable debt securities (Level 3) are determined by a valuation model that is based on a conventional discounted cash flow methodology and utilizes assumptions of current market pricing curves. In order to incorporate the credit risk of the Registrants into the discount rates, Exelon obtains pricing (i.e., U.S. Treasury rate plus credit spread) based on trades of existing Exelon debt securities as well as debt securities of other issuers in the electric utility sector with similar credit ratings in both the primary and secondary market, across the Registrants’ debt maturity spectrum. The credit spreads of various tenors obtained from this information are added to the appropriate benchmark U.S. Treasury rates in order to determine the current market yields for the various tenors. 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. Due to low trading volume of private placement debt,

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

qualitative factors such as market conditions, low volume of investors and investor demand, this debt is classified as Level 3. The fair value of Exelon’s equity units (Level 1) are valued based on publicly traded securities issued by Exelon.

The fair value of Generation’s, Pepco’s and PHI’snon-government-backed fixed rate project financingnonrecourse debt including nuclear fuel procurement contracts, (Level 3) is based on market and quoted prices for its own and other project financingnonrecourse debt with similar risk profiles. Given the low trading volume in the project financingnonrecourse 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 oroff-taker credit, and other circumstances related to the project (e.g., political and regulatory environment). The fair value of Generation’s government-backed fixed rate project financing debt (Level 3) is largely based on a discounted cash flow methodology that is similar to the taxable debt securities methodology described above. Due to the lack of market trading data on similar debt, the discount rates are derived based on the original loan interest rate spread to the applicable Treasury rate as well as a current market curve derived from government-backed securities. Variable rate project financing debt resets on a monthly or quarterly basis and the carrying value approximates fair value (Level 2). When trading data is available on variable rate project financing debt, the fair value is based on market and quoted prices for its own and other nonrecourse debt with similar risk profiles (Level 2). Generation, Pepco, DPL and ACE also havetax-exempt debt (Level 2). Due to low trading volume in this market, qualitative factors, such as market conditions, investor demand, and circumstances related to the issuer (e.g., conduit issuer political and regulatory environment), may be incorporated into the credit spreads that are used to obtain the fair value as described above. Variable ratetax-exempt debt (Level 2) resets on a regular basis and the carrying value approximates fair value.

SNF Obligation.Obligation. The carrying amount of Generation’s SNF obligation (Level 2) is derived from a contract with the DOE to provide for disposal of SNF from Generation’s nuclear generating stations. When determining the fair value of the obligation, the future carrying amount of the SNF obligation estimated to be settled in 2025 is calculated by compounding the current book value of the SNF obligation at the13-week Treasury rate. The compounded obligation amount is discounted back to present value using Generation’s discount rate, which is calculated using the same methodology as described above for the taxable debt securities, and an estimated maturity date of 2025.

2030 and 2025 as of December 31, 2016 and 2015, respectively. See Note 24—Commitments and Contingencies for additional information regarding the change in estimated settlement date.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Long-Term Debt to Financing Trusts.Trusts Exelon’s.Exelon’s long-term debt to financing trusts is valued based on publicly traded securities issued by the financing trusts. Due to low trading volume of these securities, qualitative factors, such as market conditions, investor demand, and circumstances related to each issue, this debt is classified as Level 3.

Preferred Stock.The fair value of these securities is determined based on the carrying value of the shares per the Subscription Agreement between PHI and Exelon. See Note 19—Mezzanine Equity for further details.

Recurring Fair Value Measurements

Exelon records the fair value of assets and liabilities in accordance with the hierarchy established by the authoritative guidance for fair value measurements. 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 accessliquidate as of the reporting date.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

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.

Transfers in and out of levels are recognized as of the end of the reporting period when the transfer occurred. Given derivatives categorized within Level 1 are valued using exchange-based quoted prices within observable periods, transfers between Level 2 and Level 1 were not material. Transfers into Level 2 from Level 3 generally occur when the contract tenure becomes more observable. Transfers into Level 3 from Level 2 generally occur due to changes in market liquidity or assumptions for certain commodity contracts. ThereAdditionally, there were no significant transfers between Level 1 and Level 2 during the year ended December 31, 20142016 for cash equivalents, nuclear decommissioning trust fund investments, pledged assets for Zion Station decommissioning, Rabbi trust investments, and deferred compensation obligations. For derivative contracts, transfers into Level 2 from Level 3 generally occur when the contract tenor becomes more observable and due to changes in market liquidity or assumptions for certain commodity contracts.

Generation and Exelon

In accordance with the applicable guidance on fair value measurement, certain investments that are measured at fair value using the NAV per share as a practical expedient are no longer classified within the fair value hierarchy and are included under “Not subject to leveling” in the table below. See Note 1—Significant Accounting Policies for additional information.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Generation and Exelon

 

The following tables present assets and liabilities measured and recorded at fair value on Exelon’s and Generation’s Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 20142016 and 2013:2015:

 

 Generation Exelon  Generation Exelon 

As of December 31, 2014

 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total 

As of December 31, 2016

 Level 1 Level 2 Level 3 Not
subject to
leveling
 Total Level 1 Level 2 Level 3 Not
subject to
leveling
 Total 

Assets

                  

Cash equivalents (a)

 $405   $—     $—     $405   $1,119   $—     $—     $1,119   $39   $—     $—     $—     $39   $373   $—     $—     $—     $373  

Nuclear decommissioning trust fund investments

        

Cash equivalents

  208    37    —      245    208    37    —      245  

Equity

        

Domestic

  2,423    2,207    —      4,630    2,423    2,207    —      4,630  

Foreign

  612    —      —      612    612    —      —      612  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Equity funds subtotal

  3,035    2,207    —      5,242    3,035    2,207    —      5,242  

NDT fund investments

          

Cash equivalents(b)

 110   19    —      —     129   ��110   19    —      —     129  

Equities

 3,551   452    —     2,011   6,014   3,551   452    —     2,011   6,014  

Fixed income

                  

Corporate debt securities

  —      2,023    239    2,262    —      2,023    239    2,262  

Corporate debt

  —     1,554   250    —     1,804    —     1,554   250    —     1,804  

U.S. Treasury and agencies

  996    —      —      996    996    —      —      996   1,291   29    —      —     1,320   1,291   29    —      —     1,320  

Foreign governments

  —      95    —      95    —      95    —      95    —     37    —      —     37    —     37    —      —     37  

State and municipal debt

  —      438    —      438    —      438    —      438    —     264    —      —     264    —     264    —      —     264  

Other

  —      511    —      511    —      511    —      511  

Other(c)

  —     59    —     493   552    —     59    —     493   552  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Fixed income subtotal

  996    3,067    239    4,302    996    3,067    239    4,302   1,291   1,943   250   493   3,977   1,291   1,943   250   493   3,977  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Middle market lending

  —      —      366    366    —      —      366    366    —      —     427   71   498    —      —     427   71   498  

Private equity

  —      —      83    83    —      —      83    83    —      —      —     148   148    —      —      —     148   148  

Real estate

  —      —      3    3    —      —      3    3    —      —      —     326   326    —      —      —     326   326  

Other

  —      301    —      301    —      301    —      301  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Nuclear decommissioning trust funds subtotal (b)

  4,239    5,612    691    10,542    4,239    5,612    691    10,542  

NDT fund investments subtotal(d)

 4,952   2,414   677   3,049   11,092   4,952   2,414   677   3,049   11,092  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Pledged assets for Zion Station decommissioning

                  

Cash equivalents

  —      15    —      15    —      15    —      15   11    —      —      —     11   11    —      —      —     11  

Equities

  6    1    —      7    6    1    —      7    —     2    —      —     2    —     2    —      —     2  

Fixed income

        

U.S. Treasury and agencies

  5    3    —      8    5    3    —      8  

Corporate debt

  —      89    —      89    —      89    —      89  

State and municipal debt

  —      10    —      10    —      10    —      10  

Other

  —      3    —      3    —      3    —      3  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Fixed income subtotal

  5    105    —      110    5    105    —      110  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Fixed Income—U.S. Treasury and agencies

 16   1    —      —     17   16   1    —      —     17  

Middle market lending

  —      —      184    184    —      —      184    184    —      —     19   64   83    —      —     19   64   83  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Pledged assets for Zion Station decommissioning subtotal (c)

  11    121    184    316    11    121    184    316  

Pledged assets for Zion Station decommissioning subtotal(e)

 27   3   19   64   113   27   3   19   64   113  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Rabbi trust investments (d)

        

Rabbi trust investments

          

Cash equivalents

  —      —      —      —      1    —      —      1   2    —      —      —     2   74    —      —      —     74  

Mutual funds (e)

  16    —      —      16    46    —      —      46  

Mutual funds

 19    —      —      —     19   50    —      —      —     50  

Fixed income

  —      —      —      —      —      —     16    —      —     16  

Life insurance contracts

  —     18    —      —     18    —     64   20    —     84  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Rabbi trust investments subtotal

  16    —      —      16    47    —      —      47   21   18    —      —     39   124   80   20    —     224  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Commodity derivative assets

          

Economic hedges

 1,356   2,505   1,229    —     5,090   1,358   2,505   1,229    —     5,092  

Proprietary trading

 3   50   23    —     76   3   50   23    —     76  

Effect of netting and allocation of
collateral(f)

 (1,162 (2,142 (481  —     (3,785 (1,164 (2,142 (481  —     (3,787
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Commodity derivative assets subtotal

 197   413   771    —     1,381   197   413   771    —     1,381  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Interest rate and foreign currency derivative assets

          

Derivatives designated as hedging instruments

  —      —      —      —      —      —     16    —      —     16  

Economic hedges

  —     28    —      —     28    —     28    —      —     28  

Proprietary trading

 3   2    —      —     5   3   2    —      —     5  

Effect of netting and allocation of collateral

 (2 (19  —      —     (21 (2 (19  —      —     (21
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Interest rate and foreign currency derivative assets subtotal

 1   11    —      —     12   1   27    —      —     28  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other investments

  —      —     42    —     42    —      —     42    —     42  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total assets

 5,237   2,859   1,509   3,113   12,718   5,674   2,937   1,529   3,113   13,253  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

 Generation Exelon  Generation Exelon 

As of December 31, 2014

 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total 

Commodity derivative assets

        

Economic hedges

  1,667    3,465    1,681    6,813    1,667    3,465    1,681    6,813  

Proprietary trading

  201    284    27    512    201    284    27    512  

Effect of netting and allocation of collateral (f)

  (1,982  (2,757  (557  (5,296  (1,982  (2,757  (557  (5,296
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Commodity derivative assets subtotal

  (114  992    1,151    2,029    (114  992    1,151    2,029  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Interest rate and foreign currency derivative assets

        

Derivatives designated as hedging instruments

  —      8    —      8    —      31    —      31  

Economic hedges

  —      12    —      12    —      13    —      13  

Proprietary trading

  18    9    —      27    18    9    —      27  

Effect of netting and allocation of collateral

  (17  (12  —      (29  (17  (31  —      (48
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Interest rate and foreign currency derivative assets subtotal

  1    17    —      18    1    22    —      23  

Other investments

  —      —      3    3    2    —      3    5  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total assets

  4,558    6,742    2,029    13,329    5,305    6,747    2,029    14,081  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

As of December 31, 2016

 Level 1 Level 2 Level 3 Not
subject to
leveling
 Total Level 1 Level 2 Level 3 Not
subject to
leveling
 Total 

Liabilities

                  

Commodity derivative liabilities

                  

Economic hedges

  (2,241  (3,458  (788  (6,487  (2,241  (3,458  (995  (6,694 (1,267 (2,378 (794  —     (4,439 (1,267 (2,378 (1,052  —     (4,697

Proprietary trading

  (195  (295  (42  (532  (195  (295  (42  (532 (3 (50 (26  —     (79 (3 (50 (26  —     (79

Effect of netting and allocation of collateral (f)

  2,416    3,557    729    6,702    2,416    3,557    729    6,702   1,233   2,339   542    —     4,114   1,233   2,339   542    —     4,114  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Commodity derivative liabilities subtotal

  (20  (196  (101  (317  (20  (196  (308  (524 (37 (89 (278  —     (404 (37 (89 (536  —     (662
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Interest rate and foreign currency derivative liabilities

  —      —      —      —      —      —      —      —              

Derivatives designated as hedging instruments

  —      (12  —      (12  —      (41  —      (41  —     (10  —      —     (10  —     (10  —      —     (10

Economic hedges

  —      (2  —      (2  —      (103  —      (103  —     (21  —      —     (21  —     (21  —      —     (21

Proprietary trading

  (14  (9  —      (23  (14  (9  —      (23 (4  —      —      —     (4 (4  —      —      —     (4

Effect of netting and allocation of collateral

  25    10    —      35    25    29    —      54   4   19    —      —     23   4   19    —      —     23  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Interest rate and foreign currency derivative liabilities subtotal

  11    (13  —      (2  11    (124  —      (113  —     (12  —      —     (12  —     (12  —      —     (12
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Deferred compensation obligation

  —      (31  —      (31  —      (107  —      (107  —     (34  —      —     (34  —     (136  —      (136
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total liabilities

  (9  (240  (101  (350  (9  (427  (308  (744 (37 (135 (278  —     (450 (37 (237 (536  —     (810
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total net assets

 $4,549   $6,502   $1,928   $12,979   $5,296   $6,320   $1,721   $13,337   $5,200   $2,724   $1,231   $3,113   $12,268   $5,637   $2,700   $993   $3,113   $12,443  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

 Generation Exelon  Generation Exelon 

As of December 31, 2013

 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total 

As of December 31, 2015

 Level 1 Level 2 Level 3 Not
subject to
leveling
 Total Level 1 Level 2 Level 3 Not
subject to
leveling
 Total 

Assets

                  

Cash equivalents (a)

 $1,006   $—     $—     $1,006   $1,230   $—     $—     $1,230   $104   $—     $—     $—     $104   $5,766   $—     $—     $—     $5,766  

Nuclear decommissioning trust fund investments

        

Cash equivalents

  459    —      —      459    459    —      —      459  

NDT fund investments

          

Cash equivalents(b)

 219   92    —      —     311   219   92    —      —     311  

Equities

         3,008    —      —     1,894   4,902   3,008    —      —     1,894   4,902  

Domestic

  1,642    2,271    —      3,913    1,642    2,271    —      3,913  

Foreign

  249    —      —      249    249    —      —      249  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Equity funds subtotal

  1,891    2,271    —      4,162    1,891    2,271    —      4,162  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Fixed income

                  

Corporate debt securities

  —      1,753    31    1,784    —      1,753    31    1,784  

Corporate debt

  —     1,824   242    —     2,066    —     1,824   242    —     2,066  

U.S. Treasury and agencies

  882    —      —      882    882    —      —      882   1,323   15    —      —     1,338   1,323   15    —      —     1,338  

Foreign governments

  —      87    —      87    —      87    —      87    —     61    —      —     61    —     61    —      —     61  

State and municipal debt

  —      294    —      294    —      294    —      294    —     326    —      —     326    —     326    —      —     326  

Other

  —      75    —      75    —      75    —      75  

Other(c)

  —     147    —     390   537    —     147    —     390   537  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Fixed income subtotal

  882    2,209    31    3,122    882    2,209    31    3,122   1,323   2,373   242   390   4,328   1,323   2,373   242   390   4,328  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Middle market lending

  —      —      314    314    —      —      314    314    —      —     428    —     428    —      —     428    —     428  

Private equity

  —      —      5    5    —      —      5    5    —      —      —     125   125    —      —      —     125   125  

Real estate

  —      —      —     35   35    —      —      —     35   35  

Other

  —      14    —      14    —      14    —      14    —      —      —     216   216    —      —      —     216   216  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Nuclear decommissioning trust funds subtotal (b)

  3,232    4,494    350    8,076    3,232    4,494    350    8,076  

Nuclear decommissioning trust fund investments subtotal(d)

 4,550   2,465   670   2,660   10,345   4,550   2,465   670   2,660   10,345  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Pledged assets for Zion Station decommissioning

                  

Cash equivalents

  —      26    —      26    —      26    —      26    —     17    —      —     17    —     17    —      —     17  

Equities

  16    —      —      16    16    —      —      16   1   5    —      —     6   1   5    —      —     6  

Fixed income

                  

U.S. Treasury and agencies

  45    4    —      49    45    4    —      49   6   2    —      —     8   6   2    —      —     8  

Corporate debt

  —      227    —      227    —      227    —      227    —     46    —      —     46    —     46    —      —     46  

State and municipal debt

  —      20    —      20    —      20    —      20  

Other

  —     1    —      —     1    —     1    —      —     1  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Fixed income subtotal

  45    251    —      296    45    251    —      296   6   49    —      —     55   6   49    —      —     55  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Middle market lending

  —      —      112    112    —      —      112    112    —      —     22   105   127    —      —     22   105   127  

Other

  —      1    —      1    —      1    —      1  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Pledged assets for Zion Station decommissioning subtotal (c)

  61    278    112    451    61    278    112    451  

Pledged assets for Zion Station decommissioning subtotal(e)

 7   71   22   105   205   7   71   22   105   205  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Rabbi trust investments (d)

        

Cash equivalents

  —      —      —      —      2    —      —      2  

Mutual funds (e)

  13    —      —      13    54    —      —      54  

Rabbi trust investments

          

Mutual funds

 17    —      —      —     17   48    —      —      —     48  

Life insurance contracts

  —     13    —      —     13    —     36    —      —     36  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Rabbi trust investments subtotal

  13    —      —      13    56    —      —      56   17   13    —      —     30   48   36    —      —     84  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Commodity derivative assets

     —         —              

Economic hedges

  493    2,582    885    3,960    493    2,582    885    3,960   1,922   3,467   1,707    —     7,096   1,922   3,467   1,707    —     7,096  

Proprietary trading

  324    1,315    122    1,761    324    1,315    122    1,761   36   64   30    —     130   36   64   30    —     130  

Effect of netting and allocation of collateral (f)

  (863  (3,131  (430  (4,424  (863  (3,131  (430  (4,424 (1,964 (2,629 (564  —     (5,157 (1,964 (2,629 (564  —     (5,157
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Commodity derivative assets subtotal

  (46  766    577    1,297    (46  766    577    1,297   (6 902   1,173    —     2,069   (6 902   1,173    —     2,069  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Interest rate and foreign currency derivative assets

          

Derivatives designated as hedging instruments

  —      —      —      —      —      —     25    —      —     25  

Economic hedges

  —     20    —      —     20    —     20    —      —     20  

Proprietary trading

 10   5    —      —     15   10   5    —      —     15  

Effect of netting and allocation of collateral

 (3 (3  —      —     (6 (3 (3  —      —     (6
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Interest rate and foreign currency derivative assets subtotal

 7   22    —      —     29   7   47    —      —     54  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other investments

  —      —     33    —     33    —      —     33    —     33  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total assets

 4,679   3,473   1,898   2,765   12,815   10,372   3,521   1,898   2,765   18,556  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

 Generation Exelon  Generation Exelon 

As of December 31, 2013

 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total 

Interest rate and foreign currency derivative assets

  30    32    —      62    30    39    —      69  

Effect of netting and allocation of collateral

  (30  (2  —      (32  (30  (2  —      (32
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Interest rate and foreign currency derivative assets subtotal

  —      30    —      30    —      37    —      37  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other investments

  —      —      15    15    —      —      15    15  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total assets

  4,266    5,568    1,054    10,888    4,533    5,575    1,054    11,162  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

As of December 31, 2015

 Level 1 Level 2 Level 3 Not
subject to
leveling
 Total Level 1 Level 2 Level 3 Not
subject to
leveling
 Total 

Liabilities

                  

Commodity derivative liabilities

                  

Economic hedges

  (540  (1,890  (397  (2,827  (540  (1,890  (590  (3,020 (2,382 (3,348 (850  —     (6,580 (2,382 (3,348 (1,097  —     (6,827

Proprietary trading

  (328  (1,256  (119  (1,703  (328  (1,256  (119  (1,703 (33 (57 (37  —     (127 (33 (57 (37  —     (127

Effect of netting and allocation of collateral(f)

  869    3,007    404    4,280    869    3,007    404    4,280   2,440   3,186   765    —     6,391   2,440   3,186   765    —     6,391  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Commodity derivative liabilities subtotal

  1    (139  (112  (250  1    (139  (305  (443 25   (219 (122  —     (316 25   (219 (369  —     (563
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Interest rate and foreign currency derivative liabilities

  (31  (13  —      (44  (31  (17  —      (48          

Derivatives designated as hedging instruments

  —     (16  —      —     (16  —     (16  —      —     (16

Economic hedges

  —     (3  —      —     (3  —     (3  —      —     (3

Proprietary trading

 (12  —      —      —     (12 (12  —      —      —     (12

Effect of netting and allocation of collateral

  31    1    —      32    31    1    —      32   12   3    —      —     15   12   3    —      —     15  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Interest rate and foreign currency derivative liabilities subtotal

  —      (12  —      (12  —      (16  —      (16  —     (16  —      —     (16  —     (16  —      —     (16
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Deferred compensation obligation

  —      (29  —      (29  —      (114  —      (114  —     (30  —      —     (30  —     (99  —      —     (99
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total liabilities

  1    (180  (112  (291  1    (269  (305  (573 25   (265 (122  —     (362 25   (334 (369  —     (678
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total net assets

 $4,267   $5,388   $942   $10,597   $4,534   $5,306   $749   $10,589   $4,704   $3,208   $1,776   $2,765   $12,453   $10,397   $3,187   $1,529   $2,765   $17,878  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)Excludes certainGeneration excludes cash equivalents considered to be held-to-maturityof $252 million and not$329 million at December 31, 2016 and 2015 and restricted cash of $157 million and $121 million at December 31, 2016 and 2015. Exelon excludes cash of $360 million and $763 million at December 31, 2016 and 2015 and restricted cash of $180 million and $178 million at December 31, 2016 and 2015 and includes long term restricted cash of $25 million at December 31, 2016, which is reported at fair value.in other deferred debits on the balance sheet.
(b)Includes $29 million and $52 million of cash received from outstanding repurchase agreements at December 31, 2016 and 2015, respectively, and is offset by an obligation to repay upon settlement of the agreement as discussed in (d) below.
(c)Includes derivative instruments of $(2) million and $(8) million, which have a total notional amount of $933 million and $1,236 million at December 31, 2016 and 2015, 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 the company’s exposure to credit or market loss.
(d)Excludes net liabilities of $5$(31) million and $(3) million at both December 31, 20142016 and 2013.2015, respectively. These items consist of receivables related to pending securities sales, interest and dividend receivables, repurchase agreement obligations, and payables related to pending securities purchases. The repurchase agreements are generally short-term in nature with durations generally of 30 days or less.
(c)(e)Excludes net assets of $3less than $1 million and $7$1 million at December 31, 20142016 and 2013,2015, respectively. These items consist of receivables related to pending securities sales, interest and dividend receivables, and payables related to pending securities purchases.
(d)(f)Excludes $35Collateral posted to/(received from) counterparties totaled $71 million, $197 million and $32 million of cash surrender value of life insurance investment at December 31, 2014 and 2013, respectively, at Exelon Consolidated. Excludes $11 million and $10 million of cash surrender value of life insurance investment at December 31, 2014 and 2013, respectively, at Generation.
(e)The mutual funds held by the Rabbi trusts at Exelon Consolidated include $45 million related to deferred compensation and $1 million related to a Supplemental Executive Retirement Plan at December 31, 2014, and $53 million related to deferred compensation and $1 million related to a Supplemental Executive Retirement Plan at December 31, 2013.
(f)Includes collateral postings (received) to/from counterparties. Collateral posted (received) to/from counterparties, net of collateral paid to counterparties, totaled $434 million, $800 million and $172$61 million allocated to Level 1, Level 2 and Level 3mark-to-market derivatives, respectively, as of December 31, 2014.2016. Collateral posted (received) to/from counterparties, net of collateral paid to(received from) counterparties totaled $6$476 million, $(124)$557 million and $(26)$201 million allocated to Level 1, Level 2 and Level 3mark-to-market derivatives, respectively, as of December 31, 2013.2015.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

ComEd, PECO and BGE

The following tables present assets and liabilities measured and recorded at fair value on the Utilities’ComEd’s, PECO’s and BGE’s Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 20142016 and 2013:2015:

 

 ComEd PECO BGE  ComEd PECO BGE 

As of December 31, 2014

 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total 

As of December 31, 2016

 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)

 $25   $—     $—     $25   $12   $—     $—     $12   $103   $—     $—     $103   $20   $—     $—     $20   $45   $—     $—     $45   $36   $—     $—     $36  

Rabbi trust investments in Mutual funds (a)

  —      —      —      —      9    —      —      9    5    —      —      5  

Rabbi trust investments

            

Mutual funds

  —      —      —      —     7    —      —     7   4    —      —     4  

Life insurance contracts

  —      —      —      —      —     10    —     10    —      —      —      —    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Rabbi trust investments subtotal

  —      —      —      —     7   10    —     17   4    —      —     4  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total assets

  25    —      —      25    21    —      —      21    108    —      —      108   20    —      —     20   52   10    —     62   40    —      —     40  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Liabilities

                        

Deferred compensation obligation

  —      (8  —      (8  —      (15  —      (15  —      (5  —      (5  —     (8  —     (8  —     (11  —     (11  —     (4  —     (4

Mark-to-market derivative liabilities(b)

  —      —      (207  (207  —      —      —      —      —      —      —      —      —      —     (258 (258  —      —      —      —      —      —      —      —    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total liabilities

  —      (8  (207  (215  —      (15  —      (15  —      (5  —      (5  —     (8 (258 (266  —     (11  —     (11  —     (4  —     (4
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total net assets (liabilities)

 $25   $(8 $(207 $(190 $21   $(15 $—     $6   $108   $(5 $—     $103   $20   $(8 $(258 $(246 $52   $(1 $—     $51   $40   $(4 $—     $36  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

 ComEd PECO BGE  ComEd PECO BGE 

As of December 31, 2013

 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total 

As of December 31, 2015

 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)

 $—     $—     $—     $—     $175   $—     $—     $175   $31   $—     $—     $31   $29   $—     $—     $29   $271   $—     $—     $271   $25   $—     $—     $25  

Rabbi trust investments in Mutual funds (a)

  5    —      —      5    9    —      —      9    6    —      —      6  

Rabbi trust investments

            

Mutual funds

  —      —      —      —     8    —      —     8   4    —      —     4  

Life insurance contracts

  —      —      —      —      —     12    —     12    —      —      —      —    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Rabbi trust investments subtotal

  —      —      —      —     8   12    —     20   4    —      —     4  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total assets

  5    —      —      5    184    —      —      184    37    —      —      37   29    —      —     29   279   12    —     291   29    —      —     29  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Liabilities

                        

Deferred compensation obligation

  —      (8  —      (8  —      (17  —      (17  —      (6  —      (6  —     (8  —     (8  —     (12  —     (12  —     (4  —     (4

Mark-to-market derivative liabilities (b)

  —      —      (193  (193  —      —      —      —      —      —      —      —      —      —     (247 (247  —      —      —      —      —      —      —      —    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total liabilities

  —      (8  (193  (201  —      (17  —      (17  —      (6  —      (6  —     (8 (247 (255  —     (12  —     (12  —     (4  —     (4
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total net assets (liabilities)

 $5   $(8 $(193 $(196 $184   $(17 $—     $167   $37   $(6 $—     $31   $29   $(8 $(247 $(226 $279   $—     $—     $279   $29   $(4 $—     $25  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)At PECO,ComEd excludes $14 millioncash of the cash surrender value of life insurance investments at both December 31, 2014 and 2013.
(b)The Level 3 balance includes the current and noncurrent liability of $20$36 million and $187$38 million respectively, at December 31, 2014,2016 and $172015 and restricted cash of $2 million and $176$2 million respectively, at December 31, 2013, related to floating-to-fixed energy swap contracts with unaffiliated suppliers.2016 and 2015. PECO excludes cash of $22 million and $27 million at December 31, 2016 and 2015. BGE excludes cash of $13 million and $6 million at December 31, 2016 and 2015 and restricted cash of less than $1 million and $2 million at December 31, 2016 and 2015 and includes long term restricted cash of $2 million at December 31, 2016, which is reported in other deferred debits on the balance sheet.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

(b)The Level 3 balance consists of the current and noncurrent liability of $19 million and $239 million, respectively, at December 31, 2016, and $23 million and $224 million, respectively, at December 31, 2015, related tofloating-to-fixed energy swap contracts with unaffiliated suppliers.

PHI, Pepco, DPL and ACE

The following table presentstables present assets and liabilities measured and recorded at fair value on PHI’s, Pepco’s, DPL’s and ACE’s Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2016 and December 31, 2015:

   Successor        Predecessor 
   As of December 31, 2016        As of December 31, 2015 

PHI

  Level 1  Level 2  Level 3   Total        Level 1  Level 2  Level 3   Total 

Assets

              

Cash equivalents(a)

  $217   $—     $—      $217      $42   $—     $—      $42  

Mark-to-market derivative assets(b)(c)

   2    —      —       2       —      —      18     18  

Effect of netting and allocation of collateral

   (2  —      —       (2     —      —      —       —    
  

 

 

  

 

 

  

 

 

   

 

 

     

 

 

  

 

 

  

 

 

   

 

 

 

Mark-to-market derivative assets subtotal

   —      —      —       —         —      —      18     18  
  

 

 

  

 

 

  

 

 

   

 

 

     

 

 

  

 

 

  

 

 

   

 

 

 

Rabbi trust investments

              

Cash equivalents

   73    —      —       73       12    —      —       12  

Fixed income

   —      16    —       16       —      15    —       15  

Life insurance contracts

   —      22    20     42       —      27    19     46  
  

 

 

  

 

 

  

 

 

   

 

 

     

 

 

  

 

 

  

 

 

   

 

 

 

Rabbi trust investments subtotal

   73    38    20     131       12    42    19     73  
  

 

 

  

 

 

  

 

 

   

 

 

     

 

 

  

 

 

  

 

 

   

 

 

 

Total assets

   290    38    20     348       54    42    37     133  
  

 

 

  

 

 

  

 

 

   

 

 

     

 

 

  

 

 

  

 

 

   

 

 

 

Liabilities

              

Deferred compensation obligation

   —      (28  —       (28     —      (30  —       (30

Mark-to-market derivative liabilities(b)

   —      —      —       —         (2  —      —       (2

Effect of netting and allocation of collateral

   —      —      —       —         2    —      —       2  
  

 

 

  

 

 

  

 

 

   

 

 

     

 

 

  

 

 

  

 

 

   

 

 

 

Mark-to-market derivative liabilities subtotal

   —      —      —       —         —      —      —       —    
  

 

 

  

 

 

  

 

 

   

 

 

     

 

 

  

 

 

  

 

 

   

 

 

 

Total liabilities

   —      (28  —       (28     —      (30  —       (30
  

 

 

  

 

 

  

 

 

   

 

 

     

 

 

  

 

 

  

 

 

   

 

 

 

Total net assets

  $290   $10   $20    $320      $54   $12   $37    $103  
  

 

 

  

 

 

  

 

 

   

 

 

     

 

 

  

 

 

  

 

 

   

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

  Pepco  DPL  ACE 

As of December 31, 2016

 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   $42   $—     $—     $42   $130   $—     $—     $130  

Mark-to-market derivative assets(b)

  —      —      —      —      2    —      —      2    —      —      —      —    

Effect of netting and allocation of collateral

  —      —      —      —      (2  —      —      (2  —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Mark-to-market derivative assets subtotal

  —      —      —      —      —      —      —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Rabbi trust investments

            

Cash equivalents

  43    —      —      43    —      —      —      —      —      —      —      —    

Fixed income

  —      16    —      16    —      —      —      —      —      —      —      —    

Life insurance contracts

  —      22    19    41    —      —      —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Rabbi trust investments subtotal

  43    38    19    100    —      —      —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total assets

  76    38    19    133    42    —      —      42    130    —      —      130  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Liabilities

            

Deferred compensation obligation

  —      (5  —      (5  —      (1  —      (1  —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities

  —      (5  —      (5  —      (1  —      (1  —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total net assets (liabilities)

 $76   $33   $19   $128   $42   $(1 $—     $41   $130   $—     $—     $130  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  Pepco  DPL  ACE 

As of December 31, 2015

 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)

 $2   $—     $—     $2   $—     $—     $—     $—     $30   $—     $—     $30  

Rabbi trust investments

            

Cash equivalents

  11    —      —      11    —      —      —      —      —      —      —      —    

Fixed income

  —      15    —      15    —      —      —      —      —      —      —      —    

Life insurance contracts

  —      23    19    42    —      —      —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Rabbi trust investments subtotal

  11    38    19    68    —      —      —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total assets

  13    38    19    70    —      —      —      —      30    —      —      30  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Liabilities

            

Deferred compensation obligation

  —      (6  —      (6  —      (1  —      (1  —      —      —      —    

Mark-to-market derivative liabilities (b)

  —      —      —      —      (2  —      —      (2  —      —      —      —    

Effect of netting and allocation of collateral

  —      —      —      —      2    —      —      2    —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Mark-to-market derivative liabilities subtotal

  —      —      —      —      —      —      —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities

  —      (6  —      (6  —      (1  —      (1  —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total net assets (liabilities)

 $13   $32   $19   $64   $—     $(1 $—     $(1 $30   $—     $—     $30  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(a)

PHI excludes cash of $19 million and $16 million at December 31, 2016 and 2015 and includes long term restricted cash of $23 million and $18 million at December 31, 2016 and 2015 which is reported in other deferred debits on the balance sheet. Pepco excludes cash of $9 million and $5 million at December 31, 2016 and 2015. DPL excludes cash of $4 million and

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

$5 million at December 31, 2016 and 2015. ACE excludes cash of $3 million and $3 million at December 31, 2016 and 2015 and includes long term restricted cash of $23 million and $18 million at December 31, 2016 and 2015 which is reported in other deferred debits on the balance sheet.

(b)Represents natural gas futures purchased by DPL as part of a natural gas hedging program approved by the DPSC.
(c)Prior to the PHI Merger, PHI recorded derivative assets for the embedded call and redemption features on the shares of Preferred Stock outstanding as of December 31, 2015. See Note 19—Mezzanine Equity for additional information. As a result of the PHI Merger, the PHI preferred stock derivative was reduced to zero as of March 23, 2016.

The following tables present the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis during the year ended December 31, 20142016 and 2013:2015:

 

 Generation ComEd 

 

 Exelon              Successor     

For The Year Ended
December 31, 2014

 Nuclear
Decommissioning
Trust Fund
Investments
 Pledged Assets
for Zion Station
Decommissioning
 Mark-to-
Market

Derivatives
 Other
Investments
 Total
Generation
 Other-
ComEd (b)
 Eliminated in
Consolidation
 Total 

Balance as of January 1, 2014

 $350   $112   $465   $15   $942   $(193 $—     $749  
 Generation ComEd PHI(c)   Exelon 

For the year ended
December 31, 2016

 NDT Fund
Investments
 Pledged
Assets for
Zion Station
Decommissioning
 Mark-to-
Market
Derivatives
 Other
Investments
 Total
Generation
 Mark-to-
Market
Derivatives (a)
 Life
Insurance
Contracts
 Eliminated in
Consolidation
 Total 

Balance as of January 1, 2016

 $670   $22   $1,051   $33   $1,776   $(247 $—     $—     $1,529  

Included due to merger

  —      —      —      —      —      —     20    —     20  

Total realized / unrealized gains (losses)

                 

Included in net income

  6    —      526(a)   —      532    —      —      532   7    —      (568)(b)  1   (560  —     3    —     (557

Included in noncurrent payables to affiliates

  14    —      —      —      14    —      (14  —     16    —      —      —     16    —      —     (16  —    

Included in payable for Zion Station decommissioning

  —      2    —      —      2    —      —      2  

Included in regulatory assets/liabilities

  —      —      —      —      —      (14  14    —      —      —      —      —      —     (11  —     16   5  

Change in collateral

  —      —      198    —      198    —      —      198    —      —     (141  —     (141  —      —      —     (141

Purchases, sales, issuances and settlements

                —      

Purchases

  400    120    76(c)   2    598    —      —      598   143   2    342(d)  7   494    —      —      —     494  

Sales

  (15  (50  (7  (8  (80  —      —      (80 (1 (5 (9  —     (15  —      —      —     (15

Issuances

  —      —      —      —      —      —     (3  —     (3

Settlements

  (64  —      —      —      (64  —      —      (64 (144  —      —      —     (144  —      —      —     (144

Transfers into Level 3

  —      —      (7  —      (7  —      —      (7  —      —     1   1   2    —      —      —     2  

Transfers out of Level 3

  —      —      (201  (6  (207  —      —      (207 (14  —     (183  —     (197  —      —      —     (197
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance as of December 31, 2014

 $691   $184   $1,050   $3   $1,928   $(207 $—     $1,721  

Balance as of December 31, 2016

 $677   $19   $493   $42   $1,231   $(258 $20   $—     $993  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

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, 2014

 $4   $—     $640   $—     $644   $—     $—     $644  

The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of December 31, 2016

 $5   $—     $109   $—     $114   $—     $2   $—     $116  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

 Generation ComEd 

 

 Exelon  Generation ComEd   Exelon 

For The Year Ended
December 31, 2013

 Nuclear
Decommissioning
Trust Fund
Investments
 Pledged Assets
for Zion Station
Decommissioning
 Mark-to-
Market

Derivatives (d)
 Other
Investments
 Total
Generation
 Other-
ComEd  (b)(f)
 Eliminated in
Consolidation
 Total 

Balance as of January 1, 2013

 $183   $89   $660   $17   $949   $(293 $—     $656  

For the year ended

December 31, 2015

 NDT Fund
Investments
 Pledged
Assets for
Zion Station
Decommissioning
 Mark-to-
Market
Derivatives (d)
 Other
Investments
 Total
Generation
 Mark-to-
Market
Derivatives (a)
 Eliminated in
Consolidation
 Total 

Balance as of January 1, 2015

 $605   $50   $1,050   $3   $1,708   $(207 $—     $1,501  

Total realized / unrealized gains (losses)

                

Included in net income

  2    —      (51)(a)   —      (49  —      7    (42 4    —      22(b)  1   27    —      —     27  

Included in other comprehensive income

  —      —      (219  2    (217  —      219    2  

Included in noncurrent payables to affiliates

  8    —      —      —      8    —      (8  —     18    —      —      —     18    —     (18  —    

Included in payable for Zion Station decommissioning

  —      —      —      —      —      —      —      —      —     (2  —      —     (2  —      —     (2

Included in regulatory assets/liabilities

  —      —      —      —      —      100    (218  (118  —      —      —      —      —     (40 18   (22

Change in collateral

  —      —      7    —      7    —      —      7    —      —     29    —     29    —      —     29  

Purchases, sales, issuances and settlements

                

Purchases

  203    62    28    4    297    —      —      297   146   2   144   30   322    —      —     322  

Sales

  (28  (39  (11  (8  (86  —      —      (86 (8 (28 (25  —     (61  —      —     (61

Settlements

  (18  —��     —      —      (18  —      —      (18 (95  —      —      —     (95  —      —     (95

Transfers into Level 3

  —      —      86(e)   1    87    —      —      87   4    —     80    —     84    —      —     84  

Transfers out of Level 3

  —      —      (35  (1  (36  —      —      (36 (4  —     (249 (1 (254  —      —     (254
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance as of December 31, 2013

 $350   $112   $465   $15   $942   $(193 $—     $749  

Balance as of December 31, 2015

 $670   $22   $1,051   $33   $1,776   $(247 $—     $1,529  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

The amount of total gains included in income attributed to the change in unrealized gains (losses) related to assets and liabilities held as of December 31, 2013

 $1   $—     $156   $—     $157   $—     $—     $168  

The amount of total gains included in income attributed to the change in unrealized gains (losses) related to assets and liabilities held as of December 31, 2015

 $2   $—     $856   $—     $858   $—     $—     $858  

 

(a)Includes $29 million of decreases in fair value and an increase for realized losses due to settlements of $18 million recorded in purchased power expense associated withfloating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2016. Includes $55 million of decreases in fair value and a reduction for realized losses due to settlements of $(15) million for the year ended December 31, 2015.
(b)Includes a reduction for the reclassification of $114$677 million and $207$834 million of realized gains due to the settlement of derivative contracts for the years ended December 31, 20142016 and 2013, respectively.
(b)Includes $13 million and $133 million of decreases in fair value and $1 million and ($7) million of realized gains (losses) due to settlements associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the years ended December 31, 2014 and 2013,2015, respectively.
(c)Successor period represents activity from March 24, 2016 to December 31, 2016. See tables below for PHI’s predecessor periods, as well as activity for Pepco and DPL for the year ended December 31, 2016.
(d)Includes $34$168 million of fair value from contracts acquired as a result of the Integrys acquisition.portfolio acquisitions.
(d)Includes $11 million of decreases in fair value and realized gains due to settlements of $215 million associated with Generation’s financial swap contract with ComEd for the year ended December 31, 2013. All items eliminate upon consolidation in Exelon’s Consolidated Financial Statements.

   Successor        Predecessor 
   March 24,
2016 to
December 31,
2016
        January 1, 2016 to
March 23, 2016
   December 31, 2015 

PHI

  Life
Insurance
Contracts
        Preferred
Stock
  Life
Insurance
Contracts
   Preferred
Stock
   Life
Insurance
Contracts
 

Beginning Balance

  $20      $18   $19    $3    $19  

Total realized / unrealized gains (losses)

           

Included in net income

   3       (18  1     15     5  

Purchases, sales, issuances and settlements

           

Issuances

   (3     —      —       —       (3

Settlements

   —         —      —       —       (2
  

 

 

     

 

 

  

 

 

   

 

 

   

 

 

 

Ending Balance

  $20      $—     $20    $18    $19  
  

 

 

     

 

 

  

 

 

   

 

 

   

 

 

 

The amount of total gains included in income attributed to the change in unrealized gains (losses) related to assets and liabilities for the period

  $2      $—     $1    $15    $3  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

(e)Includes an increase of transfers into Level 3 arising from reductions in market liquidity, which resulted in less observable contract tenures in various locations.
(f)Includes $11 million of increases in fair value and realized losses due to settlements of $215 million associated with Generation’s financial swap contract with ComEd for the year ended December 31, 2013. All items eliminate upon consolidation in Exelon’s Consolidated Financial Statements.

   December 31, 2016   December 31, 2015 
   Pepco  DPL   Pepco  DPL 
   Life Insurance
Contracts
  Life Insurance
Contracts
   Life Insurance
Contracts
  Life Insurance
Contracts
 

Balance as of December 31

  $19   $—      $18   $1  

Total realized / unrealized gains (losses)

      

Included in net income

   3    —       5    —    

Purchases, sales, issuances and settlements

      

Issuances

   (3  —       (3  —    

Settlements

   —      —       (1  (1
  

 

 

  

 

 

   

 

 

  

 

 

 

Balance as of December 31

  $19   $—      $19   $—    
  

 

 

  

 

 

   

 

 

  

 

 

 

The amount of total gains included in income attributed to the change in unrealized gains related to assets and liabilities for the period

  $3   $—      $3   $—    

The following tables present the income statement classification of the total realized and unrealized gains (losses) included in income for Level 3 assets and liabilities measured at fair value on a recurring basis during the years ended December 31, 20142016 and 2013:2015:

 

   Generation   Exelon 
   Operating
Revenues
   Purchased
Power and
Fuel
  Other,
net  (a)
   Operating
Revenues
   Purchased
Power and
Fuel
  Other,
net  (a)
 

Total gains (losses) included in net income for the year ended December 31, 2014

  $614    $(88 $6    $614    $(88 $6  

Change in the unrealized gains (losses) relating to assets and liabilities held for the year ended December 31, 2014

  $663    $(23 $4    $663    $(23 $4  
   Generation   Exelon 
   Operating
Revenues
  Purchased
Power and
Fuel
  Other,
net(a)
   Operating
Revenues
  Purchased
Power and
Fuel
  Other,
net(a)
 

Total gains (losses) included in net income for the year ended December 31, 2016

  $(477 $(91 $7    $(477 $(91 $10  

Change in the unrealized gains (losses) relating to assets and liabilities held for the year ended December 31, 2016

  $154   $(45 $5    $154   $(45 $7  

 

   Generation   Exelon 
   Operating
Revenues
  Purchased
Power and
Fuel
   Other,
net  (a)
   Operating
Revenues
  Purchased
Power and
Fuel
   Other,
net  (a)
 

Total gains (losses) included in net income for the year ended December 31, 2013

  $(158 $107    $2    $(152 $108    $2  

Change in the unrealized gains relating to assets and liabilities held for the year ended December 31, 2013

  $30   $126    $1    $40   $127    $1  
   Generation   Exelon 
   Operating
Revenues
   Purchased
Power and
Fuel
  Other,
net(a)
   Operating
Revenues
   Purchased
Power and
Fuel
  Other,
net(a)
 

Total gains (losses) included in net income for the year ended December 31, 2015

  $67    $(45 $4    $67    $(45 $4  

Change in the unrealized gains (losses) relating to assets and liabilities held for the year ended December 31, 2015

  $858    $(2 $2    $858    $(2 $2  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

   Successor        Predecessor         
   PHI        PHI   Pepco 
   March 24,
2016 to
December 31,
2016
        January 1,
2016 to

March 23,
2016
  December 31,
2015
   December 31,
2016
   December 31,
2015
 
   Other, net        Other, net   Other, net 

Total (losses) gains included in net income

  $3      $(17 $20    $3    $5  

Change in the unrealized gains (losses) relating to assets and liabilities held

   2       1    18     3     3  

 

(a)Other, net activity consists of realized and unrealized gains (losses) included in income for the NDT funds held by Generation.Generation and the life insurance contracts held by Pepco.

Valuation Techniques Used to Determine Fair Value

The following describes the valuation techniques used to measure the fair value of the assets and liabilities shown in the tables above.

Cash Equivalents (Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and BGE)ACE).. The Registrants’ cash equivalents include investments with maturities of three months or less when purchased. The cash equivalents shown in the fair value tables are comprised of investments in mutual and money market funds. The fair values of the shares of these funds are based on observable market prices and, therefore, have been categorized in Level 1 in the fair value hierarchy.

Preferred Stock Derivative (PHI). In connection with entering into the PHI Merger Agreement, as further described in Note 19—Mezzanine Equity, PHI entered into a Subscription Agreement with Exelon dated April 29, 2014, pursuant to which PHI issued to Exelon shares of Preferred stock. The Preferred stock contained embedded features requiring separate accounting consideration to reflect the potential value to PHI that any issued and outstanding Preferred stock could be called and redeemed at a nominal par value upon a termination of the merger agreement under certain circumstances due to the failure to obtain required regulatory approvals. The embedded call and redemption features on the shares of the Preferred stock in the event of such a termination were separately accounted for as derivatives. These Preferred stock derivatives were valued quarterly using quantitative and qualitative factors, including management’s assessment of the likelihood of a Regulatory Termination and therefore, were categorized in Level 3 in the fair value hierarchy. As a result of the PHI Merger, the PHI Preferred stock derivative was reduced to zero as of March 23, 2016. Thewrite-off was charged to Other, net on the PHI Consolidated Statement of Operations and Comprehensive Income.

Nuclear Decommissioning Trust Fund Investments and Pledged Assets for Zion Station Decommissioning (Exelon and Generation).The trust fund investments have been established to satisfy Generation’s and CENG’s nuclear decommissioning obligations as required by the NRC. The NDT funds hold debt and equity securities directly and indirectly through commingled funds and mutual funds, which are included in Equities, Fixed Income and Other. Generation’s and CENG’s NDT fund investments policies outline investment policies place limitations onguidelines for the typestrusts and investment grade ratings of the securities that may be held by the trusts. These policies limit the trust funds’ exposures to investments in highly illiquid markets and other alternative investments. Investments with maturities of three months or less when purchased, including certain short-term fixed income securities are

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

considered cash equivalents and included in the recurring fair value measurements hierarchy as Level 1 or Level 2.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

With respect to individually held equity securities, which are included in Domestic or Foreign equities, the trustees obtain prices from pricing services, whose prices are generally obtained from direct feeds from market exchanges, which Generation is able to independently corroborate. The fair values of equity securities held directly by the trust funds which are based on quoted prices in active markets and are categorized in 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. Equity securities held individually are primarily traded on the New York Stock Exchange and NASDAQ-Global Select Market, which contain only actively traded securities due to the volume trading requirements imposed by these exchanges.

For fixed income securities, multiple prices from pricing services are obtained 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. TheWith 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 that another price source is considered to be preferable. Generation has obtained an understanding of how these prices are derived, including the nature and observability of the inputs used in deriving such prices. Additionally, Generation selectively corroborates the fair values of securities by comparison to other market-based price sources. U.S. Treasury securities are categorized as Level 1 because they trade in a highly liquid and transparent market. The fair values of fixed income securities, excluding U.S. Treasury 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 fair values of private placement fixed income securities, which are included in Corporate debt, are determined using a third party valuation that contains significant unobservable inputs and are categorized in Level 3.

Equity balanced and fixed income commingled funds and fixed income mutual funds are maintained by investment companies and hold certain investments in accordance with a stated set of fund objectives. The fair values of fixed income commingled and mutual funds held within the trust funds, which generally hold short-termobjectives such as holding short term fixed income securities and are not subject to restrictions regarding the purchase or sale of shares, are derived from observable prices. The objectives of the remaining equity commingled funds in which Exelon, Generation, and CENG invest primarily seek to tracktracking the performance of certain equity indices by purchasing equity securities to replicate the capitalization and characteristics of the indices. CommingledThe 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 commingled funds and mutual funds, which are categorized in Level 2 because the fair value ofnot publicly quoted, the funds are based on NAVs per fund share (the unit of account),valued using NAV as a practical expedient for fair value, which is primarily derived from the quoted prices in active markets on the underlying equity securities.securities, and are not classified within the fair value hierarchy. These investments typically can be redeemed monthly with 30 or less days of notice and without further restrictions.

Derivative instruments consisting primarily of futures and interest rate 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.

Middle market lending are investments in loans or managed funds which invest inlend to private companies. Generation elected the fair value option for its investments in certain limited partnerships

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

that invest in middle market lending managed funds. The fair value of these loans is determined using a combination of valuation models including cost models, market models, and income models. Investments in middle market lendingloans are categorized as Level 3 because the fair value of these securities is based largely on inputs that are unobservable and utilize complex valuation models. Managed funds are valued using NAV or its equivalent as a practical expedient, and therefore, are not classified within the fair value hierarchy. Investments in middle market lending typically cannot be redeemed until maturity of the term loan.

Private equity and real estate investments include investmentsthose in limited partnerships that invest in operating companies and real estate holding companies that are not publicly traded on a stock exchange.exchange, such as, leveraged buyouts, growth capital, venture capital, distressed investments, investments in natural resources, and direct investments in pools of real estate properties. The fair value of private equity and real estate investments is determined using NAV or its equivalent as a practical expedient, and therefore, are not classified within the fair value hierarchy. These investments typically cannot be redeemed and are generally liquidated over a period of 8 to 10 years from the initial investment date. Private equity and real estate valuations are reported by the fund manager and are based on the valuation of the underlying investments, which include inputs such as cost, operating results, discounted future cash flows, and market based comparable data. Since thesedata, and independent appraisals from sources with professional qualifications. These valuation inputs are not highly observable, private equity investments have been categorized as Level 3.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

observable.

As of December 31, 2014,2016, Generation has outstanding commitments to invest in middle market lending, corporate debt securities, private equity investments and real estate investments of approximately $290 million.$284 million, $65 million, and $205 million, respectively. These commitments will be funded by Generation’s existing nuclear decommissioning trust funds.

Concentrations of Credit Risk. Generation evaluated its NDT portfolios for the existence of significant concentrations of credit risk as of December 31, 2016. 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, 2016, there were no significant concentrations (generally defined as greater than 10 percent) of risk in Generation’s NDT assets.

See Note 15—16—Asset Retirement Obligations for further discussion on the NDT fund investments.

Rabbi Trust Investments (Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and BGE)ACE).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 investments in the Rabbi trusts assets are included in investments in the Registrants’ Consolidated Balance Sheets and consist primarily of money market funds, mutual funds. Thesefunds, fixed income securities and life insurance policies. The mutual funds are maintained by investment companies and hold certain investments in accordance with a stated set of fund objectives, which are consistent with Exelon’s overall investment strategy. MutualMoney 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 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.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Mark-to-Market Derivatives (Exelon, Generation, ComEd, PHI and ComEd).DPL) Derivative.Derivative contracts are traded in both exchange-based andnon-exchange-based markets. Exchange-based derivatives that are valued using unadjusted quoted prices in active markets are categorized in Level 1 in the fair value hierarchy. Certain derivatives’ pricing is verified using indicative price quotations available through brokers orover-the-counter,on-line exchanges and are categorized in Level 2. These price quotations reflect the average of thebid-ask,mid-point prices and are obtained from sources that the Registrants believe provide the most liquid market for the commodity. The price quotations are reviewed and corroborated to ensure the prices are observable and representative of an orderly transaction between market participants. This includes consideration of actual transaction volumes, market delivery points,bid-ask spreads and contract duration. The remainder of derivative contracts are valued using the Black model, an industry standard option valuation model. The Black model takes into account inputs such as contract terms, including maturity, and market parameters, including assumptions of the future prices of energy, interest rates, volatility, credit worthiness and credit spread. For derivatives that trade in liquid markets, such as generic forwards, swaps and options, model inputs are generally observable. Such instruments are categorized in Level 2. The Registrants’ derivatives are predominately at liquid trading points. For derivatives that trade in less liquid markets with limited pricing information model inputs generally would include both observable and unobservable inputs. These valuations may include an estimated basis adjustment from an illiquid trading point to a liquid trading point for which active price quotations are available. Such instruments are categorized in Level 3.

Exelon may utilizefixed-to-floating interest rate swaps, which are typically designated as fair value hedges, as a means to achieve its targeted level of variable-rate debt as a percent of total debt. In addition, the Registrants may utilize interest rate derivatives to lock in interest rate 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 in Level 2 in the fair value hierarchy. See Note 12—13—Derivative Financial Instruments for further discussion onmark-to-market derivatives.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Deferred Compensation Obligations (Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and BGE)ACE). 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. However, sinceSince 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.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Additional Information Regarding Level 3 Fair Value Measurements (Exelon, Generation, ComEd)ComEd, PHI, Pepco and DPL)

Mark-to-Market Derivatives (Exelon, Generation and ComEd). For valuations that include both observable and unobservable inputs, if the unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in Level 3. This includes derivatives valued using indicative price quotations whose contract tenure extends into unobservable periods. In instances where observable data is unavailable, consideration is given to the assumptions that market participants would use in valuing the asset or liability. This includes assumptions about market risks such as liquidity, volatility and contract duration. Such instruments are categorized in Level 3 as the model inputs generally are not observable. Exelon’s RMC approves risk management policies and objectives for risk assessment, control and valuation, counterparty credit approval, and the monitoring and reporting of risk exposures. The RMC is chaired by the chief riskexecutive officer and includes the chief risk officer, chief strategy officer, chief executive officer of Exelon Utilities, chief commercial officer, chief financial officer corporate controller, general counsel, treasurer, vice presidentand chief executive officer of strategy, vice president of audit services and officers representing Exelon’s business units.Constellation. The RMC reports to the Finance and Risk Committee of the Exelon Board of Directors on the scope of the risk management activities and is responsible for approving all valuation procedures at Exelon.activities. Forward price curves for the power market utilized by the front office to manage the portfolio, are reviewed and verified by the middle office, and used for financial reporting by the back office. The Registrants consider credit and nonperformance risk in the valuation of derivative contracts categorized in Level 2 and 3, including both historical and current market data in its assessment of credit and nonperformance risk by counterparty. Due to master netting agreements and collateral posting requirements, the impacts of credit and nonperformance risk were not material to the financial statements.

Disclosed below is detail surrounding the Registrants’ significant Level 3 valuations. The calculated fair value includes marketability discounts for margining provisions and other attributes. Generation’s Level 3 balance generally consists of forward sales and purchases of power and natural gas coal purchases,and certain transmission congestion contracts, and project financing debt.contracts. Generation utilizes various inputs and factors including market data and assumptions that market participants would use in pricing assets or liabilities as well as assumptions about the risks inherent in the inputs to the valuation technique. The inputs and factors include forward commodity prices, commodity price volatility, contractual volumes, delivery location, interest rates, credit quality of counterparties and credit enhancements.

For commodity derivatives, the primary input to the valuation models is the forward commodity price curve for each instrument. Forward commodity price curves are derived by risk management for liquid locations and by the traders and portfolio managers for illiquid locations. All locations are reviewed and verified by risk management considering published exchange transaction prices, executed bilateral transactions, broker quotes, and other observable or public data sources. The relevant forward commodity curve used to value each of the derivatives depends on a number of factors, including commodity type, delivery location, and delivery period. Price volatility varies by commodity and location.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

When appropriate, Generation discounts future cash flows using risk free interest rates with adjustments to reflect the credit quality of each counterparty for assets and Generation’s own credit quality for liabilities. The level of observability of a forward commodity price isvaries generally due to the delivery location and delivery period. Certain delivery locations including PJM West Hub (for power) and Henry Hub (for natural gas) are more liquid and prices are observable for up to three years in the future. The observability period of volatility is generally shorter than the underlying power curve used in option valuations. The forward curve for a less liquid location is estimated by using the forward curve from the liquid location and applying a spread to represent the cost to transport the commodity to the delivery location. This spread does not typically represent a majority of the instrument’s market price. As a result, the change in fair value is closely tied to liquid

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

market movements and not a change in the applied spread. The change in fair value associated with a change in the spread is generally immaterial. An average spread calculated across all Level 3 power and gas delivery locations is approximately $2.75$2.65 and $0.34 for power and natural gas, respectively. Many of the commodity derivatives are short term in nature and thus a majority of the fair value may be based on observable inputs even though the contract as a whole must be classified as Level 3. See ITEM 7A.—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for information regarding the maturity by year of the Registrant’s mark-to-market derivative assets and liabilities.

On December 17, 2010, ComEd entered into several20-year floating to fixed energy swap contracts with unaffiliated suppliers for the procurement of long-term renewable energy and associated RECs. See Note 12—13—Derivative Financial Instruments for more information. The fair value of these swaps has been designated as a Level 3 valuation due to the long tenure of the positions and internal modeling assumptions. The modeling assumptions include using natural gas heat rates to project long term forward power curves adjusted by a renewable factor that incorporates time of day and seasonality factors to reflect accurate renewable energy pricing. In addition, marketability reserves are applied to the positions based on the tenor and supplier risk.

The table below discloses the significant inputs to the forward curve used to value these positions.

 

Type of trade

 Fair Value at
December 31,2014
  Valuation
Technique
 Unobservable
Input
 Range 

Mark-to-market derivatives—Economic hedges (Generation) (a)(c)

 $893   Discounted
Cash Flow
 Forward power
price
 $15 - $120(d) 
   Forward gas
price
Volatility
 $1.52 - $14.02(d) 
  Option Model percentage  8% - 257%  

Mark-to-market derivatives—Proprietary trading (Generation) (a)(c)

 $(15 Discounted
Cash Flow
 Forward power
price
 $15 - $117(d) 

Mark-to-market derivatives (ComEd)

 $(207 Discounted
Cash Flow
 Forward heat
rate
 (b)
  8x - 9x  
   Marketability
reserve
  3.5% - 8%  
   Renewable
factor
  86% - 126%  

Type of trade

Fair Value at
December 31, 2016
Valuation
Technique
Unobservable
Input
Range

Mark-to-market derivatives—Economic hedges (Exelon and Generation)(a)(c)

$435Discounted

Cash Flow

Forward power
price
$11 - $130
Forward gas
price
$1.72 - $9.20
Option ModelVolatility
percentage
8% - 173%

Mark-to-market derivatives—Proprietary  trading (Exelon and Generation)(a)(c)

$(3Discounted

Cash Flow

Forward power
price
$19 - $79

Mark-to-market derivatives (Exelon and ComEd)

$(258Discounted

Cash Flow

Forward heat
rate(b)
8x - 9x
Marketability
reserve
3% - 8%
Renewable
factor
89% - 121%

 

(a)The valuation techniques, unobservable inputs and ranges are the same for the asset and liability positions.
(b)Quoted forward natural gas rates are utilized to project the forward power curve for the delivery of energy at specified future dates. The natural gas curve is extrapolated beyond its observable period to the end of the contract’s delivery.
(c)The fair values do not include cash collateral heldposted on level three positions of $172$61 million as of December 31, 2014.
(d)The upper ends of the ranges are driven by the winter power and gas prices in the New England region. Without the New England region, the upper ends of the ranges for power and gas would be approximately $97 and $8.14, respectively, and would be approximately $76 for power proprietary trading.2016.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Type of trade

 Fair Value at
December 31, 2013
  Valuation
Technique
 Unobservable
Input
 Range 

Mark-to-market derivatives—Economic hedges (Generation)(a)(c)

 $488   Discounted
Cash Flow
 Forward power
price
 $8 -  $176(d) 
   Forward gas
price

Volatility

 $2.98 -  $16.63(d) 
  Option Model percentage  15% - 142%  

Mark-to-market derivatives—Proprietary trading (Generation) (a)(c)

 $3   Discounted
Cash Flow
 Forward power
price
 $10 - $176(d) 

Mark-to-market derivatives (ComEd)

 $(193 Discounted
Cash Flow
 Forward heat
rate
(b)
  8x - 9x  
   Marketability
reserve
  3.5% - 8%  
   Renewable
factor
  84% - 128%  

Type of trade

 Fair Value at
December 31, 2015
  Valuation
Technique
 Unobservable
Input
 Range 

Mark-to-market derivatives—Economic hedges (Exelon and Generation)(a)(c)

 $857   Discounted

Cash Flow

 Forward power
price
  $11 - $88  
   Forward gas
price
  $1.18 - $8.95  
  Option Model Volatility
percentage
  5% - 152%  

Mark-to-market derivatives—

Proprietary trading (Exelon and Generation)(a)(c)

 $(7 Discounted

Cash Flow

 Forward power
price
  $13 - $78  

Mark-to-market derivatives (Exelon and ComEd)

 $(247 Discounted

Cash Flow

 Forward heat
rate(b)
  9x - 10x  
   Marketability
reserve
  3.5% - 7%  
   Renewable
factor
  87% - 128%  

 

(a)The valuation techniques, unobservable inputs and ranges are the same for the asset and liability positions.
(b)Quoted forward natural gas rates are utilized to project the forward power curve for the delivery of energy at specified future dates. The natural gas curve is extrapolated beyond its observable period to the end of the contract’s delivery.
(c)The fair values do not include cash collateral heldposted on level three positions of $26$201 million as of December 31, 20132015
(d)The upper ends of the ranges are driven by the winter power and gas prices in the New England region. Without the New England region, the upper ends of the ranges for power and gas would be approximately $100 and $5.70, respectively.

The inputs listed above would have a direct impact on the fair values of the above instruments if they were adjusted. The significant unobservable inputs used in the fair value measurement of Generation’s commodity derivatives are forward commodity prices and for options is price volatility. Increases (decreases) in the forward commodity price in isolation would result in significantly higher (lower) fair values for long positions (contracts that give Generation the obligation or option to purchase a commodity), with offsetting impacts to short positions (contracts that give Generation the obligation or right to sell a commodity). Increases (decreases) in volatility would increase (decrease) the value for the holder of the option (writer of the option). Generally, a change in the estimate of forward commodity prices is unrelated to a change in the estimate of volatility of prices. An increase to the reserves listed above would decrease the fair value of the positions. An increase to the heat rate or renewable factors would increase the fair value accordingly. Generally, interrelationships exist between market prices of natural gas and power. As such, an increase in natural gas pricing would potentially have a similar impact on forward power markets.

Nuclear Decommissioning Trust Fund Investments and Pledged Assets for Zion StationDecommissioning (Exelon and Generation). For middle market lending and certain corporate debt securities and private equity investments, the fair value is determined using a combination of valuation models including cost models, market models and income models. The valuation estimates are based on valuations of comparable companies, discounting the forecasted cash flows, of the portfolio company, estimating the liquidation or collateral value of the portfolio company or its assets, considering offers from third parties to buy the portfolio company, its historicalmarket-based comparable data, credit and projected financial results,liquidity factors, as well as other factors that may impact value. Significant judgment is required in the application of discounts or premiums applied to the prices of comparable companies for factors such as size, marketability, credit risk and relative performance.

Because Generation relies on third-party fund managers to develop the quantitative unobservable 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

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Generation. This includes information regarding the sensitivity of the fair values to changes in the unobservable inputs. Generation gains an understanding of the fund managers’ inputs and assumptions used in preparing the valuations. Generation performed procedures to assess the reasonableness of the valuations. For a sample

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Rabbi Trust Investments—Life insurance contracts (Exelon, PHI, Pepco, DPL and ACE)Forlife insurance policies categorized as Level 3, 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, Generation reviewed independentquantitative information about significant unobservable inputs used in valuing these investments is not reasonably available to Exelon. Exelon gains an understanding of the types of inputs and assumptions used in preparing the valuations and reviewedperforms procedures to assess the assumptions inreasonableness of the detailed pricing models used by the fund managers.valuations.

12.13. Derivative Financial Instruments (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

The Registrants use derivative instruments to manage commodity price risk, foreign currency exchange risk and interest rate risk related to ongoing business operations.

Commodity Price Risk (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

To the extent the amount of energy Exelon generatesGeneration produces differs from the amount of energy it has contracted to sell, the RegistrantsExelon and Generation are exposed to market fluctuations in the prices of electricity, fossil fuels and other commodities. TheEach of the 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, including swaps, futures, forwards, options and short-term and long-term commitments to purchase and sell energy and energy-related products. The Registrants believe these instruments, which are classified as either economic hedges ornon-derivatives, mitigate exposure to fluctuations in commodity prices.

Derivative accounting 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 each period. 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 normal purchase normal sale (NPNS), cash flow hedge and fair value hedge. For commodity transactions, Generation, no longer utilizes the special election provided for by the cash flow hedge designation and de-designated all of its existing cash flow hedges prior to the Constellation merger. Because the underlying forecasted transactions remained probable, the fair value of the effective portion of these cash flow hedges was frozen in Accumulated OCI and was reclassified to results of operations when the forecasted purchase or sale of the energy commodity occurred. The effect of this decision is that all derivative economic hedges related to commodities are recorded at fair value through earnings for the combined company, referred to as economic hedges in the following tables. The Registrants have applied the NPNS scope exception to certain derivative contracts for the forward sale of generation, power procurement agreements, and natural gas supply agreements. Non-derivative contractsGeneration has also entered into bilateral long-term contractual obligations for access to additional generation and certain sales of energy to load-serving entities, including electric utilities, municipalities, electric cooperatives and retail load aggregators, as well as contractual obligations to deliver energy to market participants who primarily focus on the resale of energy products for delivery. Thesenon-derivative contracts are accounted for primarily under the accrual method of accounting, which is further discussed in Note 22—Commitments and Contingencies.accounting. Additionally, Generation is exposed to certain market risks through its proprietary trading activities. The proprietary trading activities are a complement to Generation’s energy marketing portfolio but represent a small portion of Generation’s overall energy marketing activities.

Economic Hedging. The Registrants are exposed to commodity price risk primarily relating to changes in the market price of electricity, fossil fuels, and other commodities associated with price movements resulting from changes in supply and demand, fuel costs, market liquidity, weather conditions, governmental regulatory and environmental policies, and other factors. Within Exelon, Generation has the most exposure to commodity price risk. As such, Generation uses a variety of

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

derivative andnon-derivative instruments to manage the commodity price risk of its electric generation

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

facilities, including power and gas sales, fuel and energy purchases, natural gas transportation and pipeline capacity agreements and other energy-related products marketed and purchased. In order to manage these risks, Generation may enter into fixed-price derivative ornon-derivative contracts to hedge the variability in future cash flows from forecasted sales of energy and gas and purchases of fuel and energy. The objectives for entering into such hedges include fixing the price for a portion of anticipated future electricity sales at a level that provides an acceptable return on electric generation operations, fixing the price of a portion of anticipated fuel purchases for the operation of power plants, and fixing the price for a portion of anticipated energy purchases to supply load-serving customers. The portion of forecasted transactions hedged may vary based upon management’s policies and hedging objectives, the market, weather conditions, operational and other factors. Generation is also exposed to differences between the locational settlement prices of certain economic hedges and the hedged generating units. This price difference is actively managed through other instruments which include derivative congestion products, whose changes in fair value are recognized in earnings each period, and auction revenue rights, which are accounted for on an accrual basis.

In general, increases and decreases in forward market prices have a positive and negative impact, respectively, on Generation’s owned and contracted generation positions that have not been hedged. Generation hedges commodity price risk on a ratable basis over three-year periods. As of December 31, 2014,2016, the percentageproportion of expected generation hedged for the major reportable segments was 93%-96%91%-94%, 61%-64%56%-59% and 31%-34%28%-31% for 2015, 2016,2017, 2018, and 2017,2019, respectively. The percentage of expected generation hedged is the amount of equivalent sales divided by the expected generation (which reflects the divestiture impact of Quail Run).generation. Expected generation is the volume of energy that best represents our commodity position in energy markets from owned or contracted for capacitygenerating facilities based upon a simulated dispatch model that makes assumptions regarding future market conditions, which are calibrated to market quotes for power, fuel, load following products, and options. Equivalent sales represent all hedging products, which include economic hedges and certainnon-derivative contracts, including Generation’s sales to ComEd, PECO and BGE to serve their retail load. See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for more detail regarding divestitures.

On December 17, 2010, ComEd entered into several20-yearfloating-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. Pursuant to the ICC’s Order on December 19, 2012, ComEd’s commitments under the existing long-term contracts for energy and associated RECs were reduced for the June 2013 through May 2014 procurement period. In addition, the ICC’s December 18, 2013 Order approved the reduction of ComEd’s commitments under those contracts for the June 2014 through May 2015 procurement period, and the amount of the reductions was approved in March 2014. These contracts are designed to lock in a portion of the long-term commodity price risk resulting from the renewable energy resource procurement requirements in the Illinois Settlement Legislation. ComEd has not elected hedge accounting for these derivative financial instruments. ComEd records the fair value of the swap contracts on its balance sheet. Because ComEd receives full cost recovery for energy procurement and related costs from retail customers, the change in fair value each period is recorded by ComEd as a regulatory asset or liability. See Note 3—Regulatory Matters for additional information.

PECO has contracts to procure electric supply that were executed through the competitive procurement process outlined in its PAPUC-approved DSP Programs, which are further discussed in Note 3—Regulatory Matters. Based on Pennsylvania legislation and the DSP Programs permitting PECO to recover its electric supply procurement costs from retail customers with nomark-up, PECO’s

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

price risk related to electric supply procurement is limited. PECO locked in fixed prices for a significant portion of its commodity price risk through full requirements contracts and block contracts. PECO has certain full requirements contracts and block contracts that are considered derivatives and qualify for the NPNS scope exception under current derivative authoritative guidance.

PECO’s natural gas procurement policy is designed to achieve a reasonable balance of long-term and short-term gas purchases under different pricing approaches in order to achieve system supply

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

reliability at the least cost. PECO’s reliability strategy istwo-fold. First, PECO must assure that there is sufficient transportation capacity to satisfy delivery requirements. Second, PECO must ensure that a firm source of supply exists to utilize the capacity resources. All of PECO’s natural gas supply and asset management agreements that are derivatives either qualify for the NPNS scope exception and have been designated as such, or have nomark-to-market balances because the derivatives are index priced. Additionally, in accordance with the 20142016 PAPUC PGC settlement and to reduce the exposure of PECO and its customers to natural gas price volatility, PECO has continued its program to purchase natural gas for both winter and summer supplies using a layered approach oflocking-in prices ahead of each season with long-term gas purchase agreements (those with primary terms of at least twelve months). Under the terms of the 20142016 PGC settlement, PECO is required to lock in (i.e., economically hedge) the price of a minimum volume of its long-term gas commodity purchases. PECO’sgas-hedging program is designed to cover about 30%25% of planned natural gas purchases in support of projected firm sales. The hedging program for natural gas procurement has no direct impact on PECO’s financial position or results of operations as natural gas costs are fully recovered from customers under the PGC.

BGE has contracts to procure SOS electric supply that are executed through a competitive procurement process approved by the MDPSC. The SOS rates charged recover BGE’s wholesale power supply costs and include an administrative fee. The administrative fee includes an incremental cost component and a shareholder return component for commercial and industrial rate classes. BGE’s price risk related to electric supply procurement is limited. BGE locks in fixed prices for all of its SOS requirements through full requirements contracts. Certain of BGE’s full requirements contracts, which are considered derivatives, qualify for the NPNS scope exception under current derivative authoritative guidance. Other BGE full requirements contracts are not derivatives.

BGE provides natural gas to its customers under a MBR mechanism approved by the MDPSC. Under this mechanism, BGE’s actual cost of gas is compared to a market index (a measure of the market price of gas in a given period). The difference between BGE’s actual cost and the market index is shared equally between shareholders and customers. BGE must also secure fixed price contracts for at least 10%, but not more than 20%, of forecasted system supply requirements for flowing (i.e., non-storage) gas for the November through March period. These fixed-price contracts are not subject to sharing under the MBR mechanism. BGE also ensures it has sufficient pipeline transportation capacity to meet customer requirements. All of BGE’s natural gas supply and asset management agreements qualify for the NPNS scope exception and result in physical delivery.

Pepco has contracts to procure SOS electric supply that are executed through a competitive procurement process approved by the MDPSC and DCPSC. The SOS rates charged recover Pepco’s wholesale power supply costs and include an administrative fee. The administrative fee includes an incremental cost component and a shareholder return component for residential and commercial rate classes. Pepco’s price risk related to electric supply procurement is limited. Pepco locks in fixed prices for all of its SOS requirements through full requirements contracts. Certain of Pepco’s full requirements contracts, which are considered derivatives, qualify for the NPNS scope exception under current derivative authoritative guidance. Other Pepco full requirements contracts are not derivatives.

DPL has contracts to procure SOS electric supply that are executed through a competitive procurement process approved by the MDPSC and the DPSC. The SOS rates charged recover DPL’s wholesale power supply costs. In Delaware, DPL is also entitled to recover a Reasonable Allowance for Retail Margin (RARM). The RARM includes a fixed annual margin of approximately $2.75 million, plus an incremental cost component and a cash working capital allowance. In Maryland, DPL charges an administrative fee intended to allow it to recover its administrative costs. DPL locks in fixed prices

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

for all of its SOS requirements through full requirements contracts. DPL’s price risk related to electric supply procurement is limited. Certain of DPL’s full requirements contracts, which are considered derivatives, qualify for the NPNS scope exception under current derivative authoritative guidance. Other DPL full requirements contracts are not derivatives.

DPL provides natural gas to its customers under an Annual GCR mechanism approved by the DPSC. Under this mechanism, DPL’s Annual GCR Filing establishes a future GCR for firm bundled sales customers by using a forecast of demand and commodity costs. The actual costs are trued up versus the forecast on a monthly basis and any shortfall or excess is carried forward as a recovery balance in the next GCR filing. The demand portion of the GCR is based upon DPL’s firm transportation and storage contracts. DPL has firm deliverability of swing and seasonal storage; a liquefied natural gas facility and firm transportation capacity to meet customer demand and provide a reserve margin. The commodity portion of the GCR includes a commission approved hedging program which is intended to reduce gas commodity price volatility while limiting the firm natural gas customers’ exposure to adverse changes in the market price of natural gas. The hedge program requires that DPL hedge, on anon-discretionary basis, an amount equal to fifty percent (50%) of estimated purchase requirements for each month, including estimated monthly purchases for storage injections. The fifty percent (50%) hedge monthly target is achieved by hedging 1/12th of the 50% target each month beginning12-months prior to the month in which the physical gas is to be purchased. Currently, DPL uses only exchange traded futures for its Gas Hedging Program, which are considered derivatives, however, it retains the capability to employ other physical and financial hedges if needed. DPL has not elected hedge accounting for these derivative financial instruments. Because of the DPSC-approved fuel adjustment clause for DPL’s derivatives, the change in fair value of the derivatives each period, in addition to all premiums paid and other transaction costs incurred as part of the Gas Hedging Program, are fully recoverable and are recorded by DPL as regulatory assets or liabilities. DPL’s physical gas purchases are currently all daily, monthly or intra-month transactions. From time to time, DPL will enter into seasonal purchase or sale arrangements, however, there are none currently in the portfolio. Certain of DPL’s full requirements contracts, which are considered derivatives, qualify for the NPNS scope exception under current derivative authoritative guidance. Other DPL full requirements contracts are not derivatives.

ACE has contracts to procure BGS electric supply that are executed through a competitive procurement process approved by the NJBPU. The BGS rates charged recover ACE’s wholesale power supply costs. ACE does not make any profit or incur any loss on the supply component of the BGS it supplies to customers. ACE’s price risk related to electric supply procurement is limited. ACE locks in fixed prices for all of its BGS requirements through full requirements contracts. Certain of ACE’s full requirements contracts, which are considered derivatives, qualify for the NPNS scope exception under current derivative authoritative guidance. Other ACE full requirements contracts are not derivatives.

Proprietary Trading. Generation also enters into certain energy-related derivatives for proprietary trading purposes. Proprietary trading includes all contracts entered into with the intent of benefiting from shifts or changes in market prices as opposed to those entered into with the intent of hedging or managing risk. Proprietary trading activities are subject to limits established by Exelon’s RMC. The proprietary trading activities, which included settled physical sales volumes of 10,5716,179 GWh, 8,7627,310 GWh and 12,95810,571 GWh for the years ended December 31, 2014, 20132016, 2015 and 2012,2014, are a complement to Generation’s energy marketing portfolio but represent a small portion of Generation’s revenue from energy marketing activities. ComEd, PECO, BGE, PHI, Pepco, DPL and BGEACE do not enter into derivatives for proprietary trading purposes.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Interest Rate and Foreign Exchange Risk (Exelon, Generation, ComEd, PECO, BGE and BGE)PHI)

The Registrants use a combination of fixed-rate and variable-rate debt to manage interest rate exposure. The Registrants may also utilizefixed-to-floating interest rate swaps, which are typically designated as fair value hedges, as a means to manage their interest rate exposure. In addition, the Registrants may utilize interest rate derivatives to lock in rate levels in anticipation of future financings, which are typically designated as cash flow hedges. These strategies are employed to manage interest rate risks. At December 31, 2014,2016, Exelon had $800 million of notional amounts offixed-to-floating hedges outstanding and Exelon and Generation had $1,450 million and $550$659 million of notional amounts of fixed-to-floatingfloating-to-fixed hedges outstanding, respectively, and $3,070 million and $770 million of notional amounts of floating-to-fixed hedges outstanding, respectively.outstanding. Assuming the fair value and cash flow interest rate hedges are 100% effective, a hypothetical 50 bps increase in the interest rates associated with unhedged variable-rate debt (excluding Commercial Paper) andfixed-to-floating swaps would result in an approximate $8approximately $7 million decrease in Exelon Consolidatedpre-tax income for the year ended December 31, 2014.2016. To manage foreign exchange rate exposure associated with international energycommodity purchases in currencies other than U.S. dollars, Generation utilizes foreign currency derivatives, which are typically designated as economic hedges. Below is a summary of the interest rate and foreign exchange hedgeshedge balances as of December 31, 2014:2016:

 

  Generation  Other  Exelon 

Description

 Derivatives
Designated as
Hedging
Instruments
  Economic
Hedges
  Proprietary
Trading (a)
  Collateral
and Netting (b)
  Subtotal  Derivatives
Designated as
Hedging
Instruments
  Economic
Hedges
  Collateral
and
Netting (b)
  Subtotal  Total 

Mark-to-market derivative assets (current assets)

 $7   $7   $20   $(22 $12   $3   $—     $—     $3   $15  

Mark-to-market derivative assets (noncurrent assets)

  1    5    7    (7  6    20    1    (19  2    8  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total mark-to-market derivative assets

  8    12    27    (29  18    23    1    (19  5    23  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Mark-to-market derivative liabilities (current liabilities)

  (8  (2  (14  25    1    —      —      —      —      1  

Mark-to-market derivative liabilities (noncurrent liabilities)

  (4  —      (9  10    (3  (29  (101  19    (111  (114
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total mark-to-market derivative liabilities

  (12  (2  (23  35    (2  (29  (101  19    (111  (113
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total mark-to-market derivative net assets (liabilities)

 $(4 $10   $4   $6   $16   $(6 $(100 $—     $(106 $(90
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

  Generation  Exelon
Corporate
  Exelon 

Description

 Derivatives
Designated
as Hedging
Instruments
  Economic
Hedges
  Proprietary
Trading (a)
  Collateral
and
Netting (b)
  Subtotal  Derivatives
Designated
as Hedging
Instruments
  Total 

Mark-to-market derivative assets (current assets)

 $—     $17   $4   $(13 $8   $—     $8  

Mark-to-market derivative assets (noncurrent assets)

  —      11    1    (8  4    16    20  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalmark-to-market derivative assets

  —      28    5    (21  12    16    28  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Mark-to-market derivative liabilities (current liabilities)

  (7  (13  (2  14    (8  —      (8

Mark-to-market derivative liabilities (noncurrent liabilities)

  (3  (8  (2  9    (4  —      (4
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalmark-to-market derivative liabilities

  (10  (21  (4  23    (12  —      (12
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalmark-to-market derivative net assets (liabilities)

 $(10 $7   $1   $2   $—     $16   $16  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(a)Generation enters into interest rate derivative contracts to economically hedge risk associated with the interest rate component of commodity positions. The characterization of the interest rate derivative contracts between the proprietary trading activity in the above table is driven by the corresponding characterization of the underlying commodity position that gives rise to the interest rate exposure. Generation does not utilize proprietary trading interest rate derivatives with the objective of benefiting from shifts or changes in market interest rates.
(b)RepresentsExelon and Generation net all available amounts allowed under the netting of fair value balancesderivative accounting guidance on the balance sheet. These amounts include unrealized derivative transactions with the same counterparty under legally enforceable master netting agreements and any associated cash collateral. In some cases Exelon and Generation may have other offsetting exposures subject to a master netting or similar agreement, such as accrued interest, transactions that do not qualify as derivatives, letters of credit and other forms ofnon-cash collateral. These are not reflected in the table above.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The following table provides a summary of the interest rate and foreign exchange hedge balances recorded by the Registrants as of December 31, 2013:2015:

 

 Generation Other Exelon  Generation Other Exelon 

Description

 Derivatives
Designated as
Hedging
Instruments
 Economic
Hedges
 Proprietary
Trading (a)
 Collateral
and Netting (b)
 Subtotal Derivatives
Designated as
Hedging
Instruments
 Total  Derivatives
Designated
as Hedging
Instruments
 Economic
Hedges
 Proprietary
Trading (a)
 Collateral
and
Netting (b)
 Subtotal Derivatives
Designated
as Hedging
Instruments
 Subtotal Total 

Mark-to-market derivative assets (current assets)

 $—     $3   $15   $(19 $(1 $—     $(1 $—     $10   $10   $(5 $15   $—     $—     $15  

Mark-to-market derivative assets (noncurrent assets)

  26    3    15    (13  31    7    38    —     10   5   (1 14   25   $25   $39  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total mark-to-market derivative assets

  26    6    30    (32  30    7    37    —     20   15   (6 29   25   25   54  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Mark-to-market derivative liabilities (current liabilities)

  (1  (1  (18  19    (1  —      (1 (8 (2 (9 11   (8  —      —     (8

Mark-to-market derivative liabilities (noncurrent liabilities)

  (10  (1  (13  13    (11  (4  (15 (8 (1 (3 4   (8  —      —     (8
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total mark-to-market derivative liabilities

  (11  (2  (31  32    (12  (4  (16 (16 (3 (12 15   (16  —      —     (16
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total mark-to-market derivative net assets (liabilities)

 $15   $4   $(1 $—     $18   $3   $21   $(16 $17   $3   $9   $13   $25   $25   $38  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)Generation enters into interest rate derivative contracts to economically hedge risk associated with the interest rate component of commodity positions. The characterization of the interest rate derivative contracts between the proprietary trading activity in the above table is driven by the corresponding characterization of the underlying commodity position that gives rise to the interest rate exposure. Generation does not utilize proprietary trading interest rate derivatives with the objective of benefiting from shifts or changes in market interest rates.
(b)RepresentsExelon and Generation net all available amounts allowed under the netting of fair value balancesderivative accounting guidance on the balance sheet. These amounts include unrealized derivative transactions with the same counterparty under legally enforceable master netting agreements and any associated cash collateral. In some cases Exelon and Generation may have other offsetting exposures subject to a master netting or similar agreement, such as accrued interest, transactions that do not qualify as derivatives, letters of credit and other forms ofnon-cash collateral. These are not reflected in the table above.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Fair Value Hedges. For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings. Exelon includes the gain or loss on the hedged items and the offsetting loss or gain on the related interest rate swaps in interest expense as follows:

 

     Year Ended December 31,    Year Ended December 31, 
     2014 2013 2012 2014   2013 2012  

Income Statement Location

   2016   2015   2014   2016     2015     2014  
  

Income Statement Location

  Gain (Loss) on Swaps Gain (Loss) on Borrowings    Gain (Loss) on Swaps Gain (Loss) on Borrowings 

Generation

  Interest expense (a)  $(16 $(15 $(6 $2    $(6 $—     Interest expense (a)  $—     $(1 $(16 $—      $—      $2  

Exelon

  Interest expense  $3   $(24 $(9 $15    $(3 $(1 Interest expense  $(9 $3   $14   $23    $14    $(1

 

(a)For the years ended December 31, 20142015 and 2013,2014, the loss on Generation swaps included $(17)$(1) million and $16$(17) million realized in earnings, respectively, with $4 millionan immaterial amount and $2$4 million excluded from hedge effectiveness testing, respectively.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

During 2014, Exelon entered into $100 million and $75 million of notional amounts of fixed-to-floating fair value hedges related to interest rate swaps, which expire in 2019 and 2020, respectively. At December 31, 2014,2016, Exelon and Generation had total outstandingfixed-to-floating fair value hedges related to interest rate swaps of $1,450 million and $550$800 million, with a derivative asset of $29 million and $7 million, respectively.$16 million. At December 31, 2013,2015, Exelon and Generation had outstandingfixed-to-floating fair value hedges related to interest rate swaps of $1,275 million and $550$800 million, with a derivative asset of $26 million and $23 million, respectively.$25 million. During the years ended December 31, 20142016 and 2013,2015, the impact on the results of operations as a result of the ineffectiveness from fair value hedges was a $18$14 million gain and $2$17 million gain, respectively.

Cash Flow HedgesIn connection withDuring the DOE guaranteed loan for the Antelope Valley project financings, as discussed in Note 13—Debt and Credit Agreements, Generationsecond quarter of 2016, Exelon entered into a $90 million offloating-to-fixed forward starting interest rate swap withswaps to manage a notional amountportion of $485 million and a mandatory early termination date of September 30, 2014. Thethe interest rate swap wasexposure associated with an anticipated debt issuance. The swaps were designated as a cash flow hedge, and as a result, unrealized losses of approximately $21 million have been recorded to Accumulated OCI, net on Exelon’s and Generation’s Consolidated Balance Sheets. Duringhedges. Exelon terminated the swaps during the third quarter of 2014,2016 upon issuance of the debt. Exelon did not recognize a gain or loss as a result of the termination.

During the first and second quarter of 2016, Exelon entered into $600 million and $100 million offloating-to-fixed forward starting interest rate swaps, respectively, to manage a portion of the interest rate swap wasexposure associated with an anticipated debt issuance. The swaps were designated as cash flow hedges. Exelon terminated consistent with the agreements. The unrealizedswaps during the second quarter of 2016 upon issuance of the debt. Exelon recognized a loss of $21$3 million related to the swaps and $3 million of AOCI will be amortized into Interest expense onOther, net in Exelon’s and Generation’s Consolidated StatementsStatement of Operations and Comprehensive Income over the term of the DOE guaranteed loan.

debt. See Note 14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.

During the thirdfirst quarter of 2011, Sacramento PV Energy, a subsidiary of Generation,2016, Exelon entered into a $100 millionfloating-to-fixed forward starting interest rate swaps to manage a portion of itsthe interest rate exposure in connectionassociated with an anticipated debt issuance. The swap was designated as a cash flow hedge. Exelon terminated the long-term borrowings. See Note 13—Debtswap during the first quarter of 2016 upon issuance of the debt. Exelon did not recognize a gain or loss as a result of the termination of the swap and Credit Agreements for additional information regarding the financing. The swaps have a total notionalan immaterial amount of $26 million asAOCI will be amortized into Other, net in Exelon’s Consolidated Statement of December 31, 2014Operations and expire in 2027. AfterComprehensive Income over the closingterm of the Constellation merger, the swaps were re-designated as cash flow hedges. At December 31, 2014, the subsidiary had a $3 million derivative liability related to these swaps.

debt.

During the third quarter of 2012, Constellation Solar Horizons,2014, EGTP, a subsidiary of Generation, entered into afloating-to-fixed interest rate swap to manage a portion of its interest rate exposure in connection with the long-term borrowings. See Note 13—Debt and Credit Agreements for additional information regarding the financing. The swap has a notional amount of $26 million as of December 31, 2014, and expires in 2030. This swap is designated as a cash flow hedge. At December 31, 2014, the derivative asset related to the swap was immaterial.

During the first quarter of 2014, ExGen Renewables I, LLC, a subsidiary of Generation, entered into floating-to-fixed interest rate swaps to manage a portion of its interest rate exposure in connection with the long-term borrowings. See Note 13—Debt and Credit Agreements for additional information regarding the financing. The swaps have a notional amount of $213 million as of December 31, 2014 and expire in 2020. The swaps are designated as cash flow hedges. At December 31, 2014, the subsidiary had a $2 million derivative liability related to the swaps.

During the third quarter of 2014, ExGen Texas Power, LLC, a subsidiary of Generation, entered into a floating-to-fixed interest rate swap to manage a portion of its interest rate exposure in connection with the long-term borrowing. See Note 13—14—Debt and Credit Agreements for additional information regarding the financing. The swaps have a notional amount of $505$495 million as of December 31, 20142016 and expire in 2019. The swap was designated as a cash flow hedge in the fourth quarter of 2014. At December 31, 2014,2016, the subsidiary had a $8$9 million derivative liability related to the swap.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

During the first quarter of 2014, ExelonEGR, a subsidiary of Generation, entered into $400 million of floating-to-fixed forward starting interest rate swaps to manage a portion of theits interest rate exposure associatedin connection with the anticipated refinancelong-term borrowings. See Note 14—Debt and Credit Agreements for additional information regarding the financing. The swaps have a notional amount of existing debt.$164 million as of December 31, 2016 and expire in 2020. The swaps are designated as cash flow hedges. At December 31, 2014, Exelon2016, the subsidiary had a $28$1 million derivative liability related to the swaps.

During the second quarter of 2002, PHI entered into treasury rate lock transactions in anticipation of the issuance of several series of fixed-rate debt commencing in August 2002 to manage a portion of its interest rate exposure. Upon issuance of the fixed-rate debt in August 2002, the treasury rate locks were terminated at a loss and the loss was deferred in AOCI. As a result of the PHI Merger, the remaining unamortized deferred loss recorded in AOCI was adjusted to zero through application of purchase accounting.

During the years ended December 31, 20142016 and 2013,2015, the impact on the results of operations as a result of ineffectiveness from cash flow hedges in continuing designated hedge relationships was immaterial.

Economic Hedges. During 2014, Exelonthe third quarter of 2011, Sacramento PV Energy, a subsidiary of Generation, entered into $1,900 million of floating-to-fixed forward starting interest rate swaps to manage a portion of theits interest rate exposure associatedin connection with the anticipated futurelong-term borrowings. See Note 14—Debt and Credit Agreements for additional information regarding the financing. During the first quarter of 2016, upon the termination of debt, issuance related toGeneration terminated the proposed PHI acquisition. At December 31, 2014, Exelon hadswaps. The total notional amount of the swaps were $25 million. No gain or loss was recognized as a $100 million derivative liability related toresult of the termination of the swaps.

During the fourththird quarter fixed-to-floatingof 2012, Constellation Solar Horizons, a subsidiary of Generation, entered into afloating-to-fixed interest rate swaps, which were marked-to-market, acquired as partswap to manage a portion of its interest rate exposure in connection with the long-term borrowings. See Note 14—Debt and Credit Agreements for additional information regarding the financing. During the first quarter of 2016, upon the termination of debt, Generation terminated the swap. The total notional amount of the Constellation merger, expired forswap was $24 million. No gain or loss was recognized as a result of the termination of the swap.

During the second quarter 2015, upon the issuance of debt, Exelon and Generation. The notional amountsterminated $2,400 million offloating-to-fixed forward starting interest rate swaps. As a result of the termination of the swaps, was $150 million.

Exelon realized a $64 million loss during the second quarter of 2015.

At December 31, 2014,2016, Generation had $126 million inno notional amounts of interest rate derivative contracts to economically hedge risk associated with the interest rate component of commodity positions and $349$85 million in notional amounts of foreign currency exchange rate swaps that aremarked-to-market to manage the exposure associated with international purchases of commodities in currencies other than U.S. dollars.

Fair Value Measurement and Accounting for the Offsetting of Amounts Related to Certain Contracts (Exelon Generation, ComEd, PECO, BGE, PHI and BGE)DPL)

Fair value accounting guidance and disclosures about offsetting assets and liabilities requires the fair value of derivative instruments to be shown in the Notes to the Consolidated Financial Statements on a gross basis, even when the derivative instruments are subject to legally enforceable master netting agreements and qualify for net presentation in the Consolidated Balance Sheet. A master

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

netting agreement is an agreement between two counterparties that may have derivative andnon-derivative contracts with each other providing for the net settlement of all referencing contracts via one payment stream, which takes place as the contracts deliver, when collateral is requested or in the event of default. Generation’s use of cash collateral is generally unrestricted unless Generation is downgraded below investment grade (i.e. to BB+ or Ba1). In the table below, Generation’s energy related economic hedges and proprietary trading derivatives are shown gross. The impact of the netting of fair value balances with the same counterparty that are subject to legally enforceable master netting agreements, as well as netting of cash collateral including initial margin on exchange positions, is aggregated in the collateral and netting column. As of December 31, 20142016 and 2013,2015, $8 million of cash collateral held and $10$3 million of cash collateral posted, respectively, was not offset against derivative positions because such collateral was not associated with any energy-related derivatives, were associated with accrual positions, or as of the balance sheet date there were no positions to offset. Excluded from the tables below are economic hedges that qualify for the NPNS scope exception and othernon-derivative contracts that are accounted for under the accrual method of accounting.

ComEd’s use of cash collateral is generally unrestricted unless ComEd is downgraded below investment grade (i.e. to BB+ or Ba1).

Cash collateral held by PECO and BGE must be deposited in a non affiliate major U.S. commercial bank or foreign bank with a U.S. branch office that meet certain qualifications.

In the table below, DPL’s economic hedges are shown gross. The impact of the netting of fair value balances with the same counterparty that are subject to legally enforceable master netting agreements, as well as netting of cash collateral, is aggregated in the collateral and netting column.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The following table provides a summary of the derivative fair value balances recorded by the Registrants as of December 31, 2014:2016:

 

   Generation  ComEd  Exelon 

Derivatives

  Economic
Hedges
  Proprietary
Trading
  Collateral
and
Netting (a)
  Subtotal (b)  Economic
Hedges (c)
  Total
Derivatives
 

Mark-to-market
derivative assets (current assets)

  $4,992   $456   $(4,184 $1,264   $—     $1,264  

Mark-to-market
derivative assets (noncurrent assets)

   1,821    56    (1,112  765    —      765  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total mark-to-market
derivative assets

   6,813    512    (5,296  2,029    —      2,029  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Mark-to-market
derivative liabilities (current liabilities)

   (4,947  (468  5,200    (215  (20  (235

Mark-to-market
derivative liabilities (noncurrent liabilities)

   (1,540  (64  1,502    (102  (187  (289
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total mark-to-market
derivative liabilities

   (6,487  (532  6,702    (317  (207  (524
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total mark-to-market
derivative net assets (liabilities)

  $326   $(20 $1,406   $1,712   $(207 $1,505  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
                          Successor    
  Generation  ComEd  DPL  PHI  Exelon 

Derivatives

 Economic
Hedges
  Proprietary
Trading
  Collateral
and
Netting (a)
  Subtotal (b)  Economic
Hedges (c)
  Economic
Hedges (d)
  Collateral
and
Netting (a)
  Subtotal  Subtotal  Total
Derivatives
 

Mark-to-market derivative assets (current assets)

 $3,623   $55   $(2,769 $909   $—     $2   $(2 $—     $—     $909  

Mark-to-market derivative assets (noncurrent assets)

  1,467    21    (1,016  472    —      —      —      —      —      472  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalmark-to-market derivative assets

  5,090    76    (3,785  1,381    —      2    (2  —      —      1,381  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Mark-to-market derivative liabilities (current liabilities)

  (3,165  (54  2,964    (255  (19  —      —      —      —      (274

Mark-to-market derivative liabilities (noncurrent liabilities)

  (1,274  (25  1,150    (149  (239  —      —      —      —      (388
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalmark-to-market derivative liabilities

  (4,439  (79  4,114    (404  (258  —      —      —      —      (662
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalmark-to-market derivative net assets (liabilities)

 $651   $(3 $329   $977   $(258 $2   $(2 $—     $—     $719  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(a)Exelon, Generation, PHI and GenerationDPL net all available amounts allowed under the derivative accounting guidance on the balance sheet. These amounts include unrealized derivative transactions with the same counterparty under legally enforceable master netting agreements and cash collateral. In some cases Exelon and Generation may have other offsetting exposures, subject to a master netting or similar agreement, such as trade receivables and payables, transactions that do not qualify as derivatives, letters of credit and other forms ofnon-cash collateral. These are not reflected in the table above.
(b)Current and noncurrent assets are shown net of collateral of $(416)$100 million and $(171)$72 million, respectively, and current and noncurrent liabilities are shown net of collateral of $(599)$95 million and $(220)$62 million, respectively. The total cash collateral posted, net of cash collateral received and offset againstmark-to-market assets and liabilities was $1,406$329 million at December 31, 2014.2016.
(c)Includes current and noncurrent liabilities relating tofloating-to-fixed energy swap contracts with unaffiliated suppliers.
(d)Represents natural gas futures purchased by DPL as part of a natural gas hedging program approved by the DPSC.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The following table provides a summary of the derivative fair value balances recorded by the Registrants as of December 31, 2013:2015:

 

   Generation  ComEd  Exelon 

Derivatives

  Economic
Hedges
  Proprietary
Trading
  Collateral
and
Netting (a)
  Subtotal (b)  Economic
Hedges(c)
  Total
Derivatives
 

Mark-to-market
derivative assets (current assets)

  $2,616   $1,476   $(3,364 $728   $—     $728  

Mark-to-market
derivative assets (noncurrent assets)

   1,344    285    (1,060  569    —      569  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total mark-to-market
derivative assets

   3,960    1,761    (4,424  1,297    —      1,297  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Mark-to-market
derivative liabilities (current liabilities)

   (2,023  (1,410  3,292    (141  (17  (158

Mark-to-market
derivative liabilities (noncurrent liabilities)

   (804  (293  988    (109  (176  (285
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total mark-to-market
derivative liabilities

   (2,827  (1,703  4,280    (250  (193  (443
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total mark-to-market
derivative net assets (liabilities)

  $1,133   $58   $(144 $1,047   $(193 $854  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
                                Predecessor 
  Generation  ComEd  Exelon  DPL  PHI
Corporate
  PHI 

Derivatives

 Economic
Hedges
  Proprietary
Trading
  Collateral
and
Netting (a)
  Subtotal (b)  Economic
Hedges (c)
  Total
Derivatives
  Economic
Hedges (e)
  Collateral
and

Netting (a)
  Subtotal  Other (d)  Total
Derivatives
 

Mark-to-market derivative assets (current assets)

 $5,236   $108   $(3,994 $1,350   $—     $1,350   $—     $—     $—     $18   $18  

Mark-to-market derivative assets (noncurrent assets)

  1,860    22    (1,163  719    —      719    —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalmark-to-market derivative assets

  7,096    130    (5,157  2,069    —      2,069    —      —      —      18    18  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Mark-to-market derivative liabilities (current liabilities)

  (4,907  (94  4,827    (174  (23  (197  (2  2    —      —      —    

Mark-to-market derivative liabilities (noncurrent liabilities)

  (1,673  (33  1,564    (142  (224  (366  —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalmark-to-market derivative liabilities

  (6,580  (127  6,391    (316  (247  (563  (2  2    —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalmark-to-market derivative net assets (liabilities)

 $516   $3   $1,234   $1,753   $(247 $1,506   $(2 $2   $—     $18   $18  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(a)Exelon, Generation, PHI and GenerationDPL net all available amounts allowed under the derivative accounting guidance on the balance sheet. These amounts include unrealized derivative transactions with the same counterparty under legally enforceable master netting agreements and cash collateral. In some cases Exelon and Generation may have other offsetting exposures, subject to a master netting or similar agreement, such as trade receivables and payables, transactions that do not qualify as derivatives, and letters of credit and other forms ofnon-cash collateral. These are not reflected in the table above.
(b)Current and noncurrent assets are shown net of collateral of $84$352 million and $72$180 million, respectively. Currentrespectively, and current and noncurrent liabilities are shown net of collateral of $(12) million. Collateral related to noncurrent liabilities was $0 million.$480 million and $222 million, respectively. The total cash collateral posted, net of cash collateral received and offset againstmark-to-market assets and liabilities was $144$1,234 million at December 31, 2013.2015.
(c)Includes current and noncurrent liabilities relating tofloating-to-fixed energy swap contracts with unaffiliated suppliers.

Cash Flow Hedges (Exelon, Generation and ComEd). As discussed previously, effective prior to the Constellation merger, Generation de-designated all of its cash flow hedges relating to commodity price risk. Because the underlying forecasted transactions remain at least reasonably probable, the fair value of the effective portion of these cash flow hedges was frozen in Accumulated OCI and is reclassified to results of operations when the forecasted purchase or sale of the energy commodity occurs, or becomes probable of not occurring. Generation began recording prospective changes in the fair value of these instruments through current earnings from the date of de-designation. Approximately $2 million of these net pre-tax unrealized gains within Accumulated OCI are expected to be reclassified from Accumulated OCI during the next twelve months by Generation. See Note 13—Debt and Credit Agreements for information about reclassifications from Accumulated OCI on interest rate swap activity that occurred after December 31, 2014.

(d)Prior to the PHI Merger, PHI recorded derivative assets for the embedded call and redemption features on the shares of Preferred Stock outstanding as of December 31, 2015. See Note 19—Mezzanine Equity for additional information. As a result of the PHI Merger, the PHI preferred stock derivative was reduced to zero as of March 23, 2016.
(e)Represents natural gas futures purchased by DPL as part of a natural gas hedging program approved by the DPSC.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Cash Flow Hedges (Exelon and Generation).The tables below provide the activity of Accumulated OCI related to cash flow hedges for the years ended December 31, 20142016 and 2013,2015, containing information about the changes in the fair value of cash flow hedges and the reclassification from Accumulated OCI into results of operations. The amounts reclassified from Accumulated OCI, when combined with the impacts of the actual physical power sales,hedged transactions, result in the ultimate recognition of net revenues or expenses at the contractedcontractual price.

 

   Income Statement
Location
   Total Cash Flow Hedge OCI  Activity,
Net of Income Tax
 
     Generation  Exelon 
     Energy-Related
Hedges
  Total Cash Flow
Hedges
 

Accumulated OCI derivative gain at January 1, 2013

    $532(a)(d)  $368  

Effective portion of changes in fair value

     —      29(e) 

Reclassifications from accumulated OCI to net income

   Operating Revenues     (413)(c)(b)   (277

Ineffective portion recognized in income

   Operating Revenues     —      —    
    

 

 

  

 

 

 

Accumulated OCI derivative gain at December 31, 2013

     119(d)   120  

Effective portion of changes in fair value

     —      (31)(e) 

Reclassifications from accumulated OCI to net income

   Operating Revenues     (117)(b)   (117
    

 

 

  

 

 

 

Accumulated OCI derivative gain at December 31, 2014

    $2(d)  $(28
    

 

 

  

 

 

 
       Total Cash Flow Hedge OCI Activity,
Net of Income Tax
 
       Generation  Exelon 

For the Year Ended December 31, 2016

  Income Statement
Location
   Total Cash
Flow Hedges
  Total Cash
Flow Hedges
 

AOCI derivative loss at December 31, 2015

    $(21 $(19

Effective portion of changes in fair value

     (6  (6

Reclassifications from AOCI to net income

   Interest expense     8(a)   8(a) 
    

 

 

  

 

 

 

AOCI derivative loss at December 31, 2016

    $(19 $(17
    

 

 

  

 

 

 

       Total Cash Flow Hedge OCI Activity,
Net of Income Tax
 
       Generation  Exelon 

For the Year Ended December 31, 2015

  Income Statement
Location
   Total Cash
Flow Hedges
  Total Cash
Flow Hedges
 

Accumulated OCI derivative loss at December 31, 2014

    $(18 $(28

Effective portion of changes in fair value

     (8  (12

Reclassifications from AOCI to net income

   Other, net     —      16 (b) 

Reclassifications from AOCI to net income

   Interest Expense     7(c)   7(c) 

Reclassifications from AOCI to net income

   Operating Revenues     (2  (2
    

 

 

  

 

 

 

Accumulated OCI derivative loss at December 31, 2015

    $(21 $(19
    

 

 

  

 

 

 

 

(a)Includes $133 million of gains,Amount is net of taxes, related to the fair valueincome tax expense of the five-year financial swap contract with ComEd$5 million for the yearsyear ended December 31, 2012.2016.
(b)Amount is net of related income tax expense of $78$10 million and $270 million for the years ended December 31, 2014 and 2013, respectively.
(c)Includes $133 million of losses, net of taxes, reclassified from Accumulated OCI to recognize gains in net income related to settlements of the five-year financial swap contract with ComEd for the year ended December 31, 2013.2015.
(d)(c)Excludes $20 million and $5 million, of losses,Amount is net of taxes, related to interest rate swaps and treasury rate locksincome tax expense of $4 million for the yearsyear ended December 31, 2014 and 2013, respectively.2015,
(e)Includes $15 million and $15 million of losses, net of taxes, related to the effective portion of changes in fair value of interest rate swaps and treasury rate locks at Generation for the years ended December 31, 2014 and 2013, respectively.

During the years ended December 31, 2015 and 2014, 2013,the effect of Exelon’s and 2012, Generation’s former energy-related cash flow hedge activity impact to onpre-tax earnings based on the reclassification adjustment from Accumulated OCI to earnings was a $195 million, $683$2 million and $1,368$195 millionpre-tax gain, respectively. Given that the cash flow hedges had primarily consisted of forward power sales and power swaps and did not include power and gas options or sales, the ineffectiveness of Generation’s cash flow hedges was primarily the result of differences between the locational settlement prices of the cash flow hedges and the hedged generating units. Changes in cash flow hedge ineffectiveness were losses of $5 million for the year ended December 31, 2012.

The effect of Exelon’s former energy-related cash flow hedge activity impact on pre-tax earnings based on the reclassification adjustment from Accumulated OCI to earnings was a $195 million, $464 million and $747 million pre-tax gain for the years ended December 31, 2014, 2013 and 2012, respectively. Changes in cash flow hedge ineffectiveness, primarily due to changes in market prices, were losses of $5 million for the year ended December 31, 2012. Neither Exelon nor Generation will incur changes in cash flow hedge ineffectiveness in future periods relating to energy-related hedges positions as all energy-related cash flow hedge positions werede-designated prior to the Constellation merger date.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Economic Hedges (Exelon and Generation). These instruments represent hedges that economically mitigate exposure to fluctuations in commodity prices and include financial options, futures, swaps, physical forward sales and purchases, but for which the fair value or cash flow hedge elections were not made. Additionally, Generation enters into interest rate derivative contracts and foreign exchange currency swaps (“treasury”) to manage the exposure related to the interest rate component of commodity positions and international purchases of commodities in currencies other than U.S. Dollars. Exelon entered into floating-to-fixed forward starting interest rate swaps to manage interest rate risks associated with anticipated future debt issuance related to the proposed PHI acquisition. For the years ended December 31, 2014, 20132016, 2015 and 2012,2014, the following netpre-taxmark-to-market gains (losses) of certain purchase and sale contracts were reported in operating Operating

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

revenues or purchasedPurchased power and fuel expense, or interestInterest expense at Exelon and Generation in the Consolidated Statements of Operations and Comprehensive Income and are included in “Net fair value changes related to derivatives” in Exelon’s and Generation’s Consolidated Statements of Cash Flows. In the tables below, “Change in fair value” represents the change in fair value of the derivative contracts held at the reporting date. The “Reclassification to realized at settlement” represents the recognized change in fair value that was reclassified to realized due to settlement of the derivative during the period.

 

  Generation Intercompany
Eliminations
   Exelon
Corporate
 Exelon   Generation Exelon 

Year Ended December 31, 2014

  Operating
Revenues
 Purchased
Power
and Fuel
 Interest
Expense
 Total Operating
Revenues (a)
   Interest
Expense
 Total 

Year Ended December 31, 2016

  Operating
Revenues
 Purchased
Power
and Fuel
   Total Total 

Change in fair value of commodity positions

  $(413 $(194 $—     $(607 $—      $—     $(607  $5   $208    $213   $213  

Reclassification to realized at settlement of commodity positions

   231    (223  —      8    —       —      8     (495 251     (244 (244
  

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

Net commodity mark-to-market gains (losses)

   (182  (417  —      (599  —       —      (599   (490 459     (31 (31
  

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

Change in fair value of treasury positions

   10    —      (2  8    —       (100  (92   (2  —       (2 (2

Reclassification to realized at settlement of treasury positions

   (2  —      —      (2  —       —      (2   (8  —       (8 (8
  

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

Net treasury mark-to market gains (losses)

   8    —      (2  6    —       (100  (94

Net treasurymark-to-market gains (losses)

   (10  —       (10 (10
  

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

Net mark-to market gains (losses)

  $(174 $(417 $(2 $(593 $—      $(100 $(693
  

 

  

 

  

 

  

 

  

 

   

 

  

 

 

Netmark-to-market gains (losses)

  $(500 $459    $(41 $(41

  Generation  Exelon
Corporate
   Exelon 

Year Ended December 31, 2015

 Operating
Revenues
  Purchased
Power
and Fuel
  Total  Interest
Expense
   Total 

Change in fair value of commodity positions

 $759   $(355 $404   $—      $404  

Reclassification to realized at settlement of commodity positions

  (563  409    (154  —       (154
 

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net commoditymark-to-market gains (losses)

  196    54    250    —       250  
 

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Change in fair value of treasury positions

  13    —      13    36     49  

Reclassification to realized at settlement of treasury positions

  (6  —      (6  64     58  
 

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net treasurymark-to-market gains (losses)

  7    —      7    100     107  
 

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Netmark-to-market gains (losses)

 $203   $54   $257   $100    $357  
 

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

  Generation Intercompany
Eliminations
 Exelon
Corporate
   Exelon   Generation Exelon
Corporate
 Exelon 

Year Ended December 31, 2013

  Operating
Revenues
 Purchased
Power
and Fuel
   Interest
Expense
 Total Operating
Revenues (a)
 Interest
Expense
   Total 

Year Ended December 31, 2014

  Operating
Revenues
 Purchased
Power
and Fuel
 Interest
Expense
 Total Interest
Expense
 Total 

Change in fair value of commodity positions

  $286   $180    $—     $466   $(6 $—      $460    $(413 $(194 $—     $(607 $—     $(607

Reclassification to realized at settlement of commodity positions

   (64  104     —      40    13    —       53     231   (223  —     8    —     8  
  

 

  

 

   

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Net commodity mark-to-market gains (losses)

   222    284     —      506    7    —       513     (182 (417  —     (599  —     (599
  

 

  

 

   

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Change in fair value of treasury positions

   (1  —       (4  (5  —      —       (5   10    —     (2 8   (100 (92

Reclassification to realized at settlement of treasury positions

   (1  —       —      (1  —      —       (1   (2  —      —     (2  —     (2
  

 

  

 

   

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Net treasury mark-to market gains (losses)

   (2  —       (4  (6  —      —       (6

Net treasurymark-to-market gains (losses)

   8    —     (2 6   (100 (94
  

 

  

 

   

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Net mark-to market gains (losses)

  $220   $284    $(4 $500   $7   $—      $507  

Netmark-to-market gains (losses)

  $(174 $(417 $(2 $(593 $(100 $(693
  

 

  

 

   

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

   Generation  Intercompany
Eliminations
  Exelon
Corporate
   Exelon 

Year Ended December 31, 2012

  Operating
Revenues
  Purchased
Power
and Fuel
   Interest
Expense
   Total  Operating
Revenues (a)
  Interest
Expense
   Total 

Change in fair value of commodity positions

  $(362 $215    $—      $(147 $(94 $—      $(241

Reclassification to realized at settlement of commodity positions

   432    238     —       670    101    —       771  
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

Net commodity mark-to-market gains (losses)

   70    453     —       523    7    —       530  
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

Change in fair value of treasury positions

   —      —       6     6    —      —       6  

Reclassification to realized at settlement of treasury positions

   (3  —       —       (3  —      —       (3
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

Net treasury mark-to market gains (losses)

   (3  —       6     3    —      —       3  
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

Net mark-to market gains (losses)

  $67   $453    $6    $526   $7   $—      $533  
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

(a)Prior to the Constellation merger, the five-year financial swap contract between Generation and ComEd was de-designated. As a result, all prospective changes in fair value were recorded to operating revenues and eliminated in consolidation.

Proprietary Trading Activities (Exelon and Generation). For the years ended December 31, 2014, 2013,2016, 2015, and 20122014 Exelon and Generation recognized the following net unrealizedmark-to-market gains (losses), net realizedmark-to-market gains (losses) and total netmark-to-market gains (losses) (before, before income taxes)taxes, relating tomark-to-market activity on commodity derivative instruments entered into for proprietary trading purposes and interest rate and foreign exchange derivative contracts to hedge risk associated with the interest rate componentand foreign exchange components of underlying commodity positions. Gains and losses associated with proprietary trading are reported as operating revenuerevenues in Exelon’s and Generation’s ConsolidatedStatementsConsolidated Statements of Operations and Comprehensive Income and are included in “Net fair value changes

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

related to derivatives” in Exelon’s and Generation’s Consolidated Statements of Cash Flows. In the tables below, “Change in fair value” represents the change in fair value of the derivative contracts held at the reporting date. The “Reclassification to realized at settlement” represents the recognized change in fair value that was reclassified to realized due to settlement of the derivative during the period.

 

  Location on  Income
Statement
   For the Years Ended
December 31,
   For the Years Ended
December 31,
 
  2014 2013 2012  2016 2015 2014 

Change in fair value of commodity positions

   Operating Revenues    $(1 $(22 $(13  $23   $8   $(1

Reclassification to realized at settlement of commodity positions

   Operating Revenues     (29  (15  108     (21 (14 (29
    

 

  

 

  

 

   

 

  

 

  

 

 

Net commodity mark-to-market gains (losses)

   Operating Revenues     (30  (37  95     2   (6 (30
    

 

  

 

  

 

   

 

  

 

  

 

 

Change in fair value of treasury positions

   Operating Revenues     1    1    1     (1 8   1  

Reclassification to realized at settlement of treasury positions

   Operating Revenues     3    (3  —       —     (10 3  
    

 

  

 

  

 

   

 

  

 

  

 

 

Net treasury mark-to market gains (losses)

   Operating Revenues     4    (2  1     (1 (2 4  
    

 

  

 

  

 

   

 

  

 

  

 

 

Net mark-to market gains (losses)

   Operating Revenues    $(26 $(39 $96    $1   $(8 $(26
    

 

  

 

  

 

   

 

  

 

  

 

 

Credit Risk (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

The Registrants would be exposed to credit-related losses in the event ofnon-performance by counterparties that enter into derivative instruments. The credit exposure of derivative contracts, before

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

collateral, is represented by the fair value of contracts at the reporting date. For energy-related derivative instruments, Generation enters into enabling agreements that allow for payment netting with its counterparties, which reduces Generation’s exposure to counterparty risk by providing for the offset of amounts payable to the counterparty against amounts receivable from the counterparty. Typically, each enabling agreement is for a specific commodity and so, with respect to each individual counterparty, netting is limited to transactions involving that specific commodity product, except where master netting agreements exist with a counterparty that allow for cross product netting. In addition to payment netting language in the enabling agreement, Generation’s credit department establishes credit limits, margining thresholds and collateral requirements for each counterparty, which are defined in the derivative contracts. Counterparty credit limits are based on an internal credit review process that considers a variety of factors, including the results of a scoring model, leverage, liquidity, profitability, credit ratings by credit rating agencies, and risk management capabilities. To the extent that a counterparty’s margining thresholds are exceeded, the counterparty is required to post collateral with Generation as specified in each enabling agreement. Generation’s credit department monitors current and forward credit exposure to counterparties and their affiliates, both on an individual and an aggregate basis.

The following tables provide information on Generation’s credit exposure for all derivative instruments, NPNS, and applicable payables and receivables, net of collateral and instruments that are subject to master netting agreements, as of December 31, 2014.2016. The tables further delineate that exposure by credit rating of the counterparties and provide guidance on the concentration of credit risk to individual counterparties. The figures in the tables below exclude credit risk exposure from individual retail counterparties, Nuclear fuel procurement contracts and exposure through RTOs, ISOs, NYMEX, ICE and Nodal commodity exchanges, further discussed in ITEM 7A.—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.exchanges. Additionally, the figures in the tables below exclude exposures with affiliates, including net receivables with ComEd, PECO, BGE, Pepco, DPL and BGEACE of $43$14 million, $29$33 million $26 million, $44 million, $16 million and $40$9 million as of December 31, 2016, respectively.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Rating as of December 31, 2014

 Total
Exposure
Before Credit
Collateral
 Credit
Collateral (a)
 Net
Exposure
 Number of
Counterparties
Greater than 10%
of Net Exposure
 Net Exposure of
Counterparties
Greater than 10%
of Net Exposure
 

Rating as of December 31, 2016

 Total
Exposure
Before Credit
Collateral
 Credit
Collateral (a)
 Net
Exposure
 Number of
Counterparties
Greater than 10%
of Net Exposure
 Net Exposure of
Counterparties
Greater than 10%
of Net Exposure
 

Investment grade

 $1,629   $62   $1,567    1   $452   $995   $—     $995   1   $328  

Non-investment grade

  49    19    30    —      —     118   16   102    —      —    

No external ratings

          

Internally rated—investment grade

  479    —      479    —      —     352   1   351    —      —    

Internallyrated—non-investment grade

  60    4    56    —      —     72   8   64    —      —    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 $2,217   $85   $2,132    1   $452   $1,537   $25   $1,512   1   $328  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

Net Credit Exposure by Type of Counterparty

  December 31, 2014   December 31, 2016 

Financial institutions

  $295    $116  

Investor-owned utilities, marketers, power producers

   958     689  

Energy cooperatives and municipalities

   862     636  

Other

   17     71  
  

 

   

 

 

Total

  $2,132    $1,512  
  

 

   

 

 

 

(a)As of December 31, 2014,2016, credit collateral held from counterparties where Generation had credit exposure included $69$9 million of cash and $16 million of letters of credit. The credit collateral does not includenon-liquid collateral.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

ComEd’s power procurement contracts provide suppliers with a certain amount of unsecured credit. The credit position is based on forward market prices compared to the benchmark prices. The benchmark prices are the forward prices of energy projected through the contract term and are set at the point of supplier bid submittals. If the forward market price of energy exceeds the benchmark price, the suppliers are required to post collateral for the secured credit portion after adjusting for any unpaid deliveries and unsecured credit allowed under the contract. The unsecured credit used by the suppliers represents ComEd’s net credit exposure. As of December 31, 2014,2016, ComEd’s net credit exposure to suppliers was immaterial.

approximately $1 million.

ComEd is permitted to recover its costs of procuring energy through the Illinois Settlement Legislation. ComEd’s counterparty credit risk is mitigated by its ability to recover realized energy costs through customer rates. See Note 3—Regulatory Matters for additional information.

PECO’s supplier master agreements that govern the terms of its electric supply procurement contracts, which define a supplier’s performance assurance requirements, allow a supplier to meet its credit requirements with a certain amount of unsecured credit. The amount of unsecured credit is determined based on the supplier’s lowest credit rating from the major credit rating agencies and the supplier’s tangible net worth. The credit position is based on the initial market price, which is the forward price of energy on the day a transaction is executed, compared to the current forward price curve for energy. To the extent that the forward price curve for energy exceeds the initial market price, the supplier is required to post collateral to the extent the credit exposure is greater than the supplier’s unsecured credit limit. The unsecured credit used by the suppliers represents PECO’s net credit exposure. As of December 31, 2014,2016, PECO had no net credit exposure withto suppliers.

PECO is permitted to recover its costs of procuring electric supply through its PAPUC-approved DSP Program. PECO’s counterparty credit risk is mitigated by its ability to recover realized energy costs through customer rates. See Note 3—Regulatory Matters for additional information.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

PECO’s natural gas procurement plan is reviewed and approved annually on a prospective basis by the PAPUC. PECO’s counterparty credit risk under its natural gas supply and asset management agreements is mitigated by its ability to recover its natural gas costs through the PGC, which allows PECO to adjust rates quarterly to reflect realized natural gas prices. PECO does not obtain collateral from suppliers under its natural gas supply and asset management agreements. As of December 31, 2014,2016, PECO had no material credit exposure of $8 million under its natural gas supply and asset management agreements with investment grade suppliers.

BGE is permitted to recover its costs of procuring energy through the MDPSC-approved procurement tariffs. BGE’s counterparty credit risk is mitigated by its ability to recover realized energy costs through customer rates. See Note 3—Regulatory Matters for additional information.

BGE’s full requirement wholesale electric power agreements that govern the terms of its electric supply procurement contracts, which define a supplier’s performance assurance requirements, allow a supplier, or its guarantor, to meet its credit requirements with a certain amount of unsecured credit. The amount of unsecured credit is determined based on the supplier’s lowest credit rating from the major credit rating agencies and the supplier’s tangible net worth, subject to an unsecured credit cap. The credit position is based on the initial market price, which is the forward price of energy on the day a transaction is executed, compared to the current forward price curve for energy. To the extent that the forward price curve for energy exceeds the initial market price, the supplier is required to post collateral to the extent the credit exposure is greater than the supplier’s unsecured credit limit. The

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

unsecured credit used by the suppliers represents BGE’s net credit exposure. The seller’s credit exposure is calculated each business day. As of December 31, 2014,2016, BGE had no net credit exposure to suppliers.

BGE’s regulated gas business is exposed to market-price risk. This market-price risk is mitigated by BGE’s recovery of its costs to procure natural gas through a gas cost adjustment clause approved by the MDPSC. BGE does makeoff-system sales after BGE has satisfied its customers’ demands, which are not covered by the gas cost adjustment clause. At December 31, 2014,2016, BGE had credit exposure of $8 million related tooff-system sales which is mitigated by parental guarantees, letters of credit, or right to offset clauses within other contracts with those third-party suppliers.

Pepco’s, DPL’s and ACE’s power procurement contracts provide suppliers with a certain amount of unsecured credit. The amount of unsecured credit is determined based on the supplier’s lowest credit rating from the major credit rating agencies and the supplier’s tangible net worth. The credit position is based on the initial market price, which is the forward price of energy on the day a transaction is executed, compared to the current forward price curve for energy. To the extent that the forward price curve for energy exceeds the initial market price, the supplier is required to post collateral to the extent the credit exposure is greater than the supplier’s unsecured credit limit. The unsecured credit used by the suppliers represents Pepco’s, DPL’s and ACE’s net credit exposure. As of December 31, 2016, Pepco’s, DPL’s and ACE’s net credit exposures to suppliers were immaterial.

Pepco is permitted to recover its costs of procuring energy through the MDPSC-approved and DCPSC-approved procurement tariffs. DPL is permitted to recover its costs of procuring energy through the MDPSC-approved and DPSC-approved procurement tariffs. ACE is permitted to recover its costs of procuring energy through the NJBPU-approved procurement tariffs. Pepco’s, DPL’s and ACE’s counterparty credit risks are mitigated by their ability to recover realized energy costs through customer rates. See Note 3—Regulatory Matters for additional information.

DPL’s natural gas procurement plan is reviewed and approved annually on a prospective basis by the DPSC. DPL’s counterparty credit risk under its natural gas supply and asset management agreements is mitigated by its ability to recover its natural gas costs through the GCR, which allows DPL to adjust rates annually to reflect realized natural gas prices. To the extent that the fair value of the transactions in a net loss position exceeds the unsecured credit threshold, then collateral is required to be posted in an amount equal to the amount by which the unsecured credit threshold is exceeded. Exchange-traded contracts are required to be fully collateralized without regard to the credit rating of the holder. As of December 31, 2016, DPL had no credit exposure under its natural gas supply and asset management agreements with investment grade suppliers.

Collateral and Contingent-Related Features (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

As part of the normal course of business, Generation routinely enters into physical or financially settled contracts for the purchase and sale of electric capacity, energy, fuels, emissions allowances and other energy-related products. Certain of Generation’s derivative instruments contain provisions that require Generation to post collateral. Generation also enters into commodity transactions on exchanges (i.e. NYMEX, ICE). The exchanges act as the counterparty to each trade. Transactions on the exchanges must adhere to comprehensive collateral and margining requirements. This collateral may be posted in the form of cash or credit support with thresholds contingent upon Generation’s credit rating from each of the major credit rating agencies. The collateral and credit support requirements vary by contract and by counterparty. These credit-risk-related contingent features stipulate that if

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Generation were to be downgraded or lose its investment grade credit rating (based on its senior unsecured debt rating), it would be required to provide additional collateral. This incremental collateral requirement allows for the offsetting of derivative instruments that are assets with the same counterparty, where the contractual right of offset exists under applicable master netting agreements. In the absence of expresslyagreed-to provisions that specify the collateral that must be provided, collateral requested will be a function of the facts and circumstances of the situation at the time of the

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

demand. In this case, Generation believes an amount of several months of future payments (i.e. capacity payments) rather than a calculation of fair value is the best estimate for the contingent collateral obligation, which has been factored into the disclosure below.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features in a liability position that are not fully collateralized (excluding transactions on the exchanges that are fully collateralized) is detailed in the table below:

 

  For the Years Ended December 31,   For the Years Ended December 31, 

Credit-Risk Related Contingent Feature

          2014                 2013               2016         2015     

Gross Fair Value of Derivative Contracts Containing this Feature (a)

  $(1,433 $(1,056  $(960 $(932

Offsetting Fair Value of In-the-Money Contracts Under Master Netting Arrangements (b)

   1,140    846     627   684  
  

 

  

 

   

 

  

 

 

Net Fair Value of Derivative Contracts Containing This Feature (c)

  $(293 $(210  $(333 $(248
  

 

  

 

   

 

  

 

 

 

(a)Amount represents the gross fair value ofout-of-the-money derivative contracts containing credit-risk-related contingent features ignoring the effects of master netting agreements.
(b)Amount represents the offsetting fair value ofin-the-money derivative contracts under legally enforceable master netting agreements with the same counterparty, which reduces the amount of any liability for which a Registrant could potentially be required to post collateral.
(c)Amount represents the net fair value ofout-of-the-money derivative contracts containing credit-risk related contingent features after considering the mitigating effects of offsetting positions under master netting arrangements and reflects the actual net liability upon which any potential contingent collateral obligations would be based.

Generation had cash collateral posted of $1,497$347 million and letters of credit posted of $672$284 million, and cash collateral held of $77$24 million and letters of credit held of $24$28 million as of December 31, 20142016 for external counterparties with derivative positions. Generation had cash collateral posted of $72$1,267 million and letters of credit posted of $364$497 million and cash collateral held of $206$21 million and letters of credit held of $34$78 million at December 31, 20132015 for external counterparties with derivative positions. In the event of a credit downgrade below investment grade (i.e. to BB+ by S&P or Ba1 by Moody’s), Generation would have been required to post additional collateral of $2.4$1.9 billion and $2.0 billion as of December 31, 20142016 and 2013,2015, respectively. These amounts represent the potential additional collateral required after giving consideration to offsetting derivative andnon-derivative positions under master netting agreements.

Generation’s and Exelon’s interest rate swaps contain provisions that, in the event of a merger, if Generation’s debt ratings were to materially weaken, it would be in violation of these provisions, resulting in the ability of the counterparty to terminate the agreement prior to maturity. Collateralization would not be required under any circumstance. Termination of the agreement could result in a settlement payment by Exelon or the counterparty on any interest rate swap in a net liability position. The settlement amount would be equal to the fair value of the swap on the termination date. As of December 31, 2014,2016, Generation’s swaps had an immaterial fair value and Exelon’s swaps were in a liabilityan asset position with a fair value of $16 million and $90 million, respectively.million.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

See Note 24—26—Segment Information for further information regarding the letters of credit supporting the cash collateral.

Generation entered into supply forward contracts with certain utilities, including PECO and BGE, withone-sided collateral postings only from Generation. If market prices fall below the benchmark price levels in these contracts, the utilities are not required to post collateral. However, when market prices

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

rise above the benchmark price levels, counterparty suppliers, including Generation, are required to post collateral once certain unsecured credit limits are exceeded. Under the terms of ComEd’s standard block energy contracts, collateral postings areone-sided from suppliers, including Generation, should exposures between market prices and benchmark prices exceed established unsecured credit limits outlined in the contracts. As of December 31, 2014,2016, ComEd held approximately $2$3 million in collateral from suppliers in association with energy procurement contracts. Under the terms of ComEd’s annual renewable energy contracts, collateral postings are required to cover a fixed value for RECs only. In addition, under the terms of ComEd’s long-term renewable energy contracts, collateral postings are required from suppliers for both RECs and energy. The REC portion is a fixed value and the energy portion isone-sided from suppliers should the forward market prices exceed contract prices. As of December 31, 2014,2016, ComEd held approximately $19 million in the form of cash and letters of credit as margin for both the annual and long-term REC obligations. If ComEd lost its investment grade credit rating as of December 31, 2016, it would have been required to post approximately $19 million of collateral to its counterparties. See Note 3—Regulatory Matters for additional information.

PECO’s natural gas procurement contracts contain provisions that could require PECO to post collateral. This collateral may be posted in the form of cash or credit support with thresholds contingent upon PECO’s credit rating from the major credit rating agencies. The collateral and credit support requirements vary by contract and by counterparty. As of December 31, 2014,2016, PECO was not required to post collateral for any of these agreements. If PECO lost its investment grade credit rating as of December 31, 2014,2016, PECO could have been required to post approximately $36$31 million of collateral to its counterparties.

PECO’s supplier master agreements that govern the terms of its DSP Program contracts do not contain provisions that would require PECO to post collateral.

BGE’s full requirements wholesale power agreements that govern the terms of its electric supply procurement contracts do not contain provisions that would require BGE to post collateral.

BGE’s natural gas procurement contracts contain provisions that could require BGE to post collateral. This collateral may be posted in the form of cash or credit support with thresholds contingent upon BGE’s credit rating from the major credit rating agencies. The collateral and credit support requirements vary by contract and by counterparty. As of December 31, 2014,2016, BGE was not required to post collateral for any of these agreements. If BGE lost its investment grade credit rating as of December 31, 2014,2016, BGE could have been required to post approximately $79$62 million of collateral to its counterparties.

Pepco’s full requirements wholesale power agreements that govern the terms of its electric supply procurement contracts do not contain provisions that would require Pepco to post collateral.

DPL’s full requirements wholesale power agreements that govern the terms of its electric supply procurement contracts do not contain provisions that would require DPL to post collateral.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

DPL’s natural gas procurement contracts contain provisions that could require DPL to post collateral. To the extent that the fair value of the natural gas derivative transaction in a net loss position exceeds the unsecured credit threshold, then collateral is required to be posted in an amount equal to the amount by which the unsecured credit threshold is exceeded. The DPL obligations are standalone, without the guaranty of PHI. If DPL lost its investment grade credit rating as of December 31, 2016, DPL could have been required to post an additional amount of approximately $10 million of collateral to its natural gas counterparties.

ACE’s full requirements wholesale power agreements that govern the terms of its electric supply procurement contracts do not contain provisions that would require ACE to post collateral.

13.14. Debt and Credit Agreements (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Short-Term Borrowings

Exelon, ComEd, and BGE meet their short-term liquidity requirements primarily through the issuance of commercial paper. Generation and PECO meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the Exelon intercompany money pool.

PHI meets its short-term liquidity requirement primarily through the issuance of short-term notes and the Exelon Generation, ComEd, PECOintercompany money pool. Pepco, DPL and BGE hadACE meet their short-term liquidity requirements primarily through the following amountsissuance of commercial paper borrowingsand short-term notes. 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 and bilateral credit agreements at December 31, 20142016 and 2013:December 31, 2015:

 

  Maximum
Program Size at
December 31,
   Outstanding
Commercial
Paper at
December 31,
   Average Interest Rate on
Commercial  Paper Borrowings for
the Year Ended December 31,
   Maximum
Program Size at
December 31,
   Outstanding
Commercial
Paper at
December 31,
   Average Interest Rate on
Commercial Paper Borrowings for
the Year Ended December 31,
 

Commercial Paper Issuer

  2014 (a)(b)   2013 (a)(b)   2014   2013   2014 2013   2016 (a)(b)   2015(a)(b)   2016   2015   2016 2015 

Exelon Corporate

  $500    $500    $—      $—       —    0.27  $600    $500    $—      $—       0.70 n.a.  

Generation

   5,600     5,600     —       —       0.32  0.32   5,300     5,450     620     —       0.94 0.49

ComEd

   1,000     1,000     304     184     0.33  0.40   1,000     1,000     —       294     0.77 0.53

PECO

   600     600     —       —       n.a.    n.a.     600     600     —       —       n.a   n.a.  

BGE

   600     600     120     135     0.29  0.31   600     600     45     210     0.77 0.48

PHI Corporate

   —       875     —       484     1.03 0.80

Pepco

   500     500     23     64     0.71 0.44

DPL

   500     500     —       105     0.68 0.47

ACE

   350     350     —       5     0.65 0.46
  

 

   

 

   

 

   

 

      

 

   

 

   

 

   

 

    

Total

  $8,300    $8,300    $424    $319       $9,450    $10,375    $688    $1,162     
  

 

   

 

   

 

   

 

      

 

   

 

   

 

   

 

    

 

(a)Reflects aggregate bank commitments under the revolvingExcludes $500 million and $275 million in bilateral credit agreements (with the exception of $200 million bilateral agreements for Generation)facilities that backstop thedo not back Generation’s commercial paper program. See discussion belowprogram at December 31, 2016 and Credit Agreements table below for items affecting effective program size.2015, respectively.
(b)Excludes additional credit facility agreements for Generation, ComEd, PECO, BGE, Pepco, DPL and BGEACE with aggregate commitments of $50 million, $34 million, $34 million, $5 million, $2 million, $2 million and $5$2 million, respectively, arranged with minority and community banks located primarily within ComEd’s, PECO’s and BGE’sutilities’ service territories. These facilities expiredexpire on October 17, 2014 and were renewed at the same amount through October 16, 2015.13, 2017. These facilities are solely utilized to issue letters of credit. As of December 31, 2014,2016, letters of credit issued under these agreementsfacilities totaled $9$7 million, $16$12 million, $21 million and $1$2 million for Generation, ComEd, PECO and BGE, respectively. Also, excludes the unsecured bridge credit facility of $3.2 billion at December 31, 2014, to support the PHI transaction discussed below.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

In order to maintain their respective commercial paper programs in the amounts indicated above, each Registrant must have revolving credit facilities in place, at least equal to the amount of its commercial paper program. While the amount of its outstanding commercial paper does not reduce available capacity under a Registrant’s credit agreement,facility, a Registrant does not issue commercial paper in an aggregate amount exceeding the then available capacity under its credit agreement.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

facility.

At December 31, 2014,2016, the Registrants had the following aggregate bank commitments, credit facility borrowings and available capacity under their respective credit agreements:facilities:

 

              Available Capacity at
December 31, 2014
        Available Capacity at
December 31, 2016
 

Borrower

  Aggregate Bank
Commitment(a)
   Facility Draws   Outstanding
Letters of Credit (c)
   Actual   To Support
Additional
Commercial
Paper(b)
  

Facility Type

 Aggregate Bank
Commitment (a)(b)
 Facility Draws Outstanding
Letters of Credit(c)
 Actual To Support
Additional
Commercial
Paper(d)
 

Exelon Corporate

  $500    $—      $6    $494    $494   Syndicated Revolver $600   $—     $29   $571   $571  

Generation

   5,800     —       1,181     4,619     4,504   Syndicated Revolver 5,300    —     1,170   4,130   3,510  

Generation

 Bilaterals 500   75   306   119    —    

ComEd

   1,000     —       2     998   �� 694   Syndicated Revolver 1,000    —     2   998   998  

PECO

   600     —       1     599     599   Syndicated Revolver 600    —     2   598   598  

BGE

   600     —       —       600     480   Syndicated Revolver 600    —      —     600   555  

Pepco

 Syndicated Revolver 300    —      —     300   277  

DPL

 Syndicated Revolver 300    —      —     300   300  

ACE

 Syndicated Revolver 300    —     1   299   299  
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

Total

  $8,500    $—      $1,190    $7,310    $6,771    $9,500   $75   $1,510   $7,915   $7,108  
  

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

 

(a)Excludes additional credit facility agreements for Generation, ComEd, PECO, BGE, Pepco, DPL and BGEACE with aggregate commitments of $50 million, $34 million, $34 million ,$5 million, $2 million, $2 million and $5$2 million, respectively, arranged with minority and community banks located primarily within ComEd’s, PECO’s and BGE’sutilities’ service territories. These facilities expiredexpire on October 17, 2014 and were renewed at the same amount through October 16, 2015.13, 2017. These facilities are solely utilized to issue letters of credit. As of December 31, 2014,2016, letters of credit issued under these agreementsfacilities totaled $9$7 million, $16$12 million, $21 million and $1$2 million for Generation, ComEd, PECO and BGE, respectively. Also, excludes the unsecured bridge credit facility of $3.2 billion at December 31, 2014, to support the PHI transaction discussed below.
(b)Excludes $200Pepco, DPL and ACE’s revolving credit facility is subject to available borrowing capacity. 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 bilateral credit facilities that door 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 back Generation’s commercial paper program.exceed eight per year during the term of the facility.
(c)Excludes nonrecourse debt letters of credit, see discussion below on Continental Wind.

(d)Excludes $500 million in bilateral credit facilities that do not back Generation’s commercial paper program.

As of December 31, 2014,2016, there were nowas $75 million of borrowings under the Registrants’Generation’s bilateral credit facilities.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The following tables present the short-term borrowings activity for Exelon, Generation, ComEd, BGE, PHI, Pepco, DPL and BGEACE during 2014, 20132016, 2015 and 2012.2014. PECO did not have any short-term borrowings during 2014, 20132016, 2015 or 2012.2014.

Exelon

 

  2014 2013 2012   2016 2015 2014 

Average borrowings

  $571   $254   $199    $1,125   $499   $571  

Maximum borrowings outstanding

   1,164    682    505     3,076   739   1,164  

Average interest rates, computed on a daily basis

   0.32  0.37  0.48   0.88 0.53 0.32

Average interest rates, at December 31

   0.53  0.35  n.a.     1.12 0.88 0.53

Generation

 

  2014 2013 2012   2016 2015 2014 

Average borrowings

  $93   $42   $4    $536   $1   $93  

Maximum borrowings outstanding

   552    291    165     1,735   50   552  

Average interest rates, computed on a daily basis

   0.32  0.32  0.45   0.94 0.49 0.32

Average interest rates, at December 31

   n.a.    n.a.    n.a.     1.14 n.a.   n.a.  

ComEd

   2016  2015  2014 

Average borrowings

  $256   $461   $415  

Maximum borrowings outstanding

   755    684    597  

Average interest rates, computed on a daily basis

   0.77  0.53  0.33

Average interest rates, at December 31

   n.a.    0.89  0.50

BGE

   2016  2015  2014 

Average borrowings

  $143   $37   $64  

Maximum borrowings outstanding

   369    210    180  

Average interest rates, computed on a daily basis

   0.77  0.48  0.29

Average interest rates, computed at December 31

   0.95  0.87  0.61

PHI

   Successor      Predecessor 
   2016      2015  2014 

Average borrowings

  $153      $444   $153  

Maximum borrowings outstanding

   559       784    369  

Average interest rates, computed on a daily basis

   1.03     0.90  0.56

Average interest rates, computed at December 31

   n.a.       1.22  0.78

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

ComEdPepco

 

  2014 2013 2012   2016 2015 2014 

Average borrowings

  $415   $203   $110    $4   $34   $37  

Maximum borrowings outstanding

   597    446    366     73   190   209  

Average interest rates, computed on a daily basis

   0.33  0.40  0.50   0.71 0.44 0.28

Average interest rates, at December 31

   0.50  0.37  n.a.  

Average interest rates, computed at December 31

   0.90 0.68 0.46

BGEDPL

 

  2014 2013 2012   2016 2015 2014 

Average borrowings

  $64   $35   $6    $33   $81   $69  

Maximum borrowings outstanding

   180    135    76     116   179   177  

Average interest rates, computed on a daily basis

   0.29  0.31  0.43   0.68 0.47 0.26

Average interest rates, computed at December 31

   0.61  0.31  n.a.     n.a.   0.79 0.42

ACE

 

   2016  2015  2014 

Average borrowings

  $—     $175   $112  

Maximum borrowings outstanding

   5    253    259  

Average interest rates, computed on a daily basis

   0.65  0.46  0.27

Average interest rates, computed at December 31

   n.a.    0.65  0.52

Short-Term Loan Agreements

On July 30, 2015, PHI entered into a $300 million term loan agreement. The net proceeds of the loan were used to repay PHI’s outstanding commercial paper and for general corporate purposes. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.95%, and all indebtedness thereunder is unsecured. On April 4, 2016, PHI repaid $300 million of its term loan in full.

On January 13, 2016, PHI entered into a $500 million term loan agreement, which was amended on March 28, 2016. The net proceeds of the loan were used to repay PHI’s outstanding commercial paper, and for general corporate purposes. Pursuant to the loan agreement, as amended, loans made thereunder bear interest at a variable rate equal to LIBOR plus 1%, and all indebtedness thereunder is unsecured, and the aggregate principal amount of all loans, together with any accrued but unpaid interest due under the Loan Agreement, must be repaid in full on or before March 27, 2017. The loan agreement is reflected in Exelon’s and PHI’s Consolidated Balance Sheets within Short-term borrowings.

On February 22, 2016, Generation and EDF entered into separate member revolving promissory notes with CENG to finance short-term working capital needs. The notes are scheduled to mature on January 31, 2017 and bear interest at a variable rate equal to LIBOR plus 1.75%. On July 25, 2016, CENG paid off the outstanding balances under each note.

Credit FacilitiesAgreements

On January 5, 2016, Generation entered into a credit agreement establishing a $150 million bilateral credit facility, scheduled to mature in January of 2019. This facility will solely be utilized by Generation to issue lines of credit. This facility does not back Generation’s commercial paper program.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

On March 28, 2014, ComEd extended for an additional year the expiration date of its unsecured revolving credit facility with aggregate bank commitments of $1.0 billion. Under this facility, ComEd may issue letters of credit in the aggregate amount of up to $500 million. The credit agreement expires on March 28, 2019. The credit facility also allows ComEd to request increases in the aggregate commitments of up to an additional $500 million. Any increases are subject to the approval of the lenders party toApril 1, 2016, the credit agreement in their sole discretion. Costs incurred to extend the facility for ComEd were not material.

On May 30, 2014, each of Exelon Corporate, Generation, PECO and BGE extended the expiration date of its unsecured revolving credit facility with aggregate bank commitments of $500 million, $5.3 billion, $600 million and $600 million, respectively, into May 2019, with the exception of a cumulative amount of $315 million in commitments, which expire in April 2018. Costs incurred to extend these facilities were not material.

On October 24, 2014, aCENG’s $100 million bilateral CENG credit facility was amended and extended for an additional year.to increase the overall facility size to $200 million. This facility has beenis utilized by CENG to fund working capital and capital projects. ThisThe facility does not back Generation’s commercial paper program.

On November 24, 2014,May 26, 2016, Exelon Corporate, Generation, ComEd, PECO and BGE entered into amendments to each of their respective syndicated revolving credit facilities, which extended the maturity of each of the facilities to May 26, 2021. Exelon Corporate also increased the size of its facility from $500 million to $600 million. On May 26, 2016, PHI, Pepco, DPL and ACE entered into an amendment to their Second Amended and Restated Credit Agreement dated as of August 1, 2011, which (i) extended the maturity date of the facility to May 26, 2021, (ii) removed PHI as a $25borrower under the facility, (iii) decreased the size of the facility from $1.5 billion to $900 million bilateral credit facility, scheduledand (iv) aligned its financial covenant from debt to mature in December of 2016. This facility does not currently back Generation’s commercial paper program.

On January 9, 2015, Generation amended and extended its $75 million bilateral credit facility for an additional two years. This facility does not back Generation’s commercial paper program.

capitalization leverage ratio to interest coverage ratio.

Borrowings under Exelon Corporate’s, Generation’s, ComEd’s, PECO’s, BGE’s, Pepco’s, DPL’s, and BGE’sACE’s revolving credit agreements bear interest at a rate based upon either the prime rate or a LIBOR-based rate, plus an adder based upon the particular registrant’sRegistrant’s credit rating. Exelon Corporate, Generation, ComEd, PECO and BGE haveThe adders of 27.5, 27.5, 7.5, 0.0 and 0.0 basis points for the prime based borrowings and 127.5, 127.5, 107.5, 90.0 and 100.0 basis points for LIBOR-based borrowings. borrowings are presented in the following table:

   Exelon   Generation   ComEd   PECO   BGE   Pepco   DPL   ACE 

Prime based borrowings

   27.5     27.5     7.5     0.0     0.0     7.5     7.5     7.5  

LIBOR-based borrowings

   127.5     127.5     107.5     90.0     100.0     107.5     107.5     107.5  

The maximum adders for prime rate borrowings

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

and LIBOR-based rate borrowings are 6590 basis points and 165 basis points, respectively. The credit agreements also require the borrower to pay a facility fee based upon the aggregate commitments under the agreement.commitments. The fee varies depending upon the respective credit ratings of the borrower.

An event of default under any of the Registrants’ revolving credit facilitiesagreements would not constitute an event of default under any of the other Registrants’ revolving credit facilities,agreements, except that a bankruptcy or other event of default in the payment of principal, premium or indebtedness in principal amount in excess of $100 million in the aggregate by Generation under its revolving credit facilityagreement would constitute an event of default under the Exelon Corporation revolving credit facility.

agreement.

Each credit facilityagreement requires the affected borrower to maintain a minimum cash from operations to interest expense ratio for the twelve-month period ended on the last day of any quarter. The ratios exclude revenues and interest expenses attributable to securitization debt, certain changes in working capital, distributions on preferred securities of subsidiaries and, in the case of Exelon and Generation, interest on the debt of its project subsidiaries. The following table summarizes the minimum thresholds reflected in the credit agreements for the year ended December 31, 2014:2016:

 

  Exelon Generation ComEd PECO BGEPepcoDPLACE

Credit facilityagreement threshold

 2.50 to 1 3.00 to 1 2.00 to 1 2.00 to 1 2.00 to 12.00 to 12.00 to 12.00 to 1

At December 31, 2014,2016, the interest coverage ratios at the Registrants were as follows:

 

   Exelon   Generation   ComEd   PECO   BGE 

Interest coverage ratio

   9.19     12.35     7.03     8.72     9.28  
   Exelon   Generation   ComEd   PECO   BGE   Pepco   DPL   ACE 

Interest coverage ratio

   7.03     11.81     6.89     8.77     10.47     6.24     8.42     5.84  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Through May 26, 2016, when Pepco, DPL and ACE entered into a new restated credit agreement, as mentioned above, PHI, Pepco, DPL and ACE had maintained an unsecured syndicated credit facility to provide for their respective liquidity needs, including obtaining letters of credit, borrowing for general corporate purposes and supporting their commercial paper programs. The termination date of this credit facility was August 1, 2018.

The aggregate borrowing limit under the amended and restated credit facility was $1.5 billion, all or any portion of which could have been used to obtain loans and up to $500 million of which could have been used to obtain letters of credit. The facility also included a swingline loansub-facility, pursuant to which each company could have made same day borrowings in an aggregate amount not to exceed 10% of the total amount of the facility. Any swingline loan had to be repaid by the borrower within fourteen days of receipt. The credit sublimit was $750 million for PHI and $250 million for each of Pepco, DPL and ACE. The sublimits could have been increased or decreased by the individual borrower during the term of the facility, except that (i) the sum of all of the borrower sublimits following any such increase or decrease had to equal the total amount of the facility and (ii) the aggregate amount of credit used at any given time by (a) PHI could not exceed $1.25 billion and (b) each of Pepco, DPL or ACE could not exceed the lesser of $500 million and the maximum amount of short-term debt the company was permitted to have outstanding by its regulatory authorities. The total number of the sublimit reallocations could not exceed eight per year during the term of the facility.

The interest rate payable by each company on utilized funds was, at the borrowing company’s election, (i) the greater of the prevailing prime rate, the federal funds effective rate plus 0.5% and theone-month London Interbank Offered Rate (LIBOR) plus 1.0%, or (ii) the prevailing Eurodollar rate, plus a margin that varies according to the credit rating of the borrower.

In order for a borrower to use the facility, certain representations and warranties had to be true and correct, and the borrower had to be in compliance with specified financial and other covenants, including (i) the requirement that each borrowing company maintain a ratio of total indebtedness to total capitalization of 65% or less, computed in accordance with the terms of the credit agreement, which calculation excluded from the definition of total indebtedness certain trust preferred securities and deferrable interest subordinated debt (not to exceed 15% of total capitalization), (ii) with certain exceptions, a restriction on sales or other dispositions of assets, and (iii) a restriction on the incurrence of liens on the assets of a borrower or any of its significant subsidiaries other than permitted liens. The credit agreement contained certain covenants and other customary agreements and requirements that, if not complied with, resulted in an event of default and the acceleration of repayment obligations of one or more of the borrowers thereunder.

The absence of a material adverse change in PHI’s business, property, results of operations or financial condition was not a condition to the availability of credit under the credit agreement. The credit agreement did not include any rating triggers.

Credit AgreementsVariable 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, bonds submitted for purchase are remarketed by a remarketing agent on a best efforts basis. PHI expects that any bonds submitted for purchase will be remarketed successfully due to the creditworthiness of the issuer and, as applicable, the credit support, and because the remarketing resets the interest rate to the then-current market rate. The bonds may

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

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, 2016 and December 31, 2015, $105 million in variable rate demand bonds issued by DPL were outstanding and are included in the Long-term debt due within one year on Exelon’s, PHI’s and DPL’s Consolidated Balance Sheet.

Long-Term Debt

The following tables present the outstanding long-term debt at the Registrants as of December 31, 2016 and 2015:

Exelon

     Maturity
Date
  December 31, 
  Rates   2016  2015 

Long-term debt

    

Rate stabilization bonds

  5.82%  —  5.82  2017   $41   $120  

First mortgage bonds (a)

  1.70%  —  7.90  2017-2046    14,123    9,019  

Senior unsecured notes

  1.55%  —  7.60  2017-2046    11,868    9,803  

Unsecured bonds

  2.40%  —  6.35  2021-2046    2,300    1,750  

Pollution control notes

  2.50%  —  2.70  2025-2036    435    435  

Nuclear fuel procurement contracts

  3.15%  —  3.35  2018-2020    105    127  

Notes payable and other(b)(c)

  1.43%  —  7.83  2017-2053    576    314  

Junior subordinated notes

  6.50  2024    1,150    1,150  

Contract payment - junior subordinated notes

  2.50  2017    19    64  

Long-term software licensing agreement

  3.95  2024    103    111  

UnsecuredTax-Exempt Bonds

  5.40  2031    112    —    

Medium-Terms Notes (unsecured)

  6.81%  —  7.72  2017-2027    40    —    

Transition bonds

  5.05%  —  5.55  2020-2023    124    —    

Nonrecourse debt:

    

Fixed rates

  2.29%  —  6.00  2031-2037    1,400    1,162  

Variable rates

  3.18%  —  5.00  2019-2021    915    1,058  
   

 

 

  

 

 

 

Total long-term debt

    33,311    25,113  

Unamortized debt discount and premium, net

    (68  (63

Unamortized debt issuance costs

    (200  (180

Fair value adjustment

    962    275  

Long-term debt due within one year

    (2,430  (1,500
   

 

 

  

 

 

 

Long-term debt

   $31,575   $23,645  
   

 

 

  

 

 

 

Long-term debt to financing trusts(d)

    

Subordinated debentures to ComEd
Financing III

  6.35  2033   $206   $206  

Subordinated debentures to PECO Trust III

  7.38  2028    81    81  

Subordinated debentures to PECO Trust IV

  5.75  2033    103    103  

Subordinated debentures to BGE Capital Trust II

  6.20  2043    258    258  
   

 

 

  

 

 

 

Total long-term debt to financing trusts

    648    648  

Unamortized debt issuance costs

    (7  (7
   

 

 

  

 

 

 

Long-term debt to financing trusts

   $641   $641  
   

 

 

  

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

(a)Substantially all of ComEd’s assets other than expressly excepted 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)Includes capital lease obligations of $69 million and $29 million at December 31, 2016 and 2015, respectively. Lease payments of $17 million, $18 million, $20 million, $5 million, $1 million, and $8 million will be made in 2017, 2018, 2019, 2020, 2021 and thereafter, respectively.
(c)Includes financing related to Albany Green Energy, LLC (AGE), which is a consolidated variable interest entity (see Note 2—Variable Interest Entities for additional information). The agreement is scheduled to expire on November 17, 2017, at a variable rate equal to LIBOR plus 1.25%. As of December 31, 2016, $198 million was outstanding.
(d)Amounts owed to these financing trusts are recorded as Long-term debt to financing trusts within Exelon’s Consolidated Balance Sheets.

Generation

      Maturity
Date
   December 31, 
   Rates    2016  2015 

Long-term debt

      

Senior unsecured notes

   2.00%  —  7.60  2017-2042    $5,971   $5,971  

Pollution control notes

   2.50%  —  2.70  2025-2036     435    435  

Nuclear fuel procurement contracts

   3.15%  —  3.35  2018-2020     105    127  

Notes payable and other(a)(b)

   1.43%  —  7.83  2017-2035     382    166  

Nonrecourse debt:

      

Fixed rates

   2.29%  —  6.00  2031-2037     1,400    1,162  

Variable rates

   3.18%  —  5.00  2019-2021     915    1,058  
     

 

 

  

 

 

 

Total long-term debt

      9,208    8,919  

Fair value adjustment

      115    127  

Unamortized debt discount and premium, net

      (17  (17

Unamortized debt issuance costs

      (65  (70

Long-term debt due within one year

      (1,117  (90
     

 

 

  

 

 

 

Long-term debt

     $8,124   $8,869  
     

 

 

  

 

 

 

(a)Includes Generation’s capital lease obligations of $22 million and $21 million at December 31, 2016 and 2015, respectively. Generation will make lease payments of $5 million, $5 million, $6 million and $5 million and $1 million in 2017, 2018, 2019, 2020 and 2021 respectively. The capital lease matures in 2020.
(b)Includes financing related to Albany Green Energy, LLC (AGE), which is a consolidated variable interest entity (see Note 2—Variable Interest Entities for additional information). The agreement is scheduled to expire on November 17, 2017, at a variable rate equal to LIBOR plus 1.25%. As of December 31, 2016, $198 million was outstanding.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

ComEd

     Maturity
Date
   December 31, 
  Rates    2016  2015 

Long-term debt

     

First mortgage bonds (a)

  2.15%  —  6.45  2017-2046    $6,954   $6,419  

Notes payable and other (b)

  6.95%  —  7.49  2018-2053     147    148  
    

 

 

  

 

 

 

Total long-term debt

     7,101    6,567  

Unamortized debt discount and premium, net

     (22  (20

Unamortized debt issuance costs

     (46  (38

Long-term debt due within one year

     (425  (665
    

 

 

  

 

 

 

Long-term debt

    $6,608   $5,844  
    

 

 

  

 

 

 

Long-term debt to financing trust(c)

     

Subordinated debentures to ComEd Financing III

  6.35  2033    $206   $206  
    

 

 

  

 

 

 

Total long-term debt to financing trusts

     206    206  

Unamortized debt issuance costs

     (1  (1
    

 

 

  

 

 

 

Long-term debt to financing trusts

    $205   $205  
    

 

 

  

 

 

 

(a)Substantially all of ComEd’s assets other than expressly excepted property are subject to the lien of its mortgage indenture.
(b)Includes ComEd’s capital lease obligations of $8 million at both December 31, 2016 and 2015, respectively. Lease payments of less than $1 million will be made from 2017 through expiration at 2053.
(c)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    2016  2015 

Long-term debt

      

First mortgage bonds (a)

   1.70%  —  5.95  2018-2044    $2,600   $2,600  
     

 

 

  

 

 

 

Total long-term debt

      2,600    2,600  

Unamortized debt discount and premium, net

      (5  (5

Unamortized debt issuance costs

      (15  (15

Long-term debt due within one year

      —      (300
     

 

 

  

 

 

 

Long-term debt

     $2,580   $2,280  
     

 

 

  

 

 

 

Long-term debt to financing trusts(b)

      

Subordinated debentures to PECO Trust III

   7.38  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.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

BGE

      Maturity
Date
   December 31, 
   Rates    2016  2015 

Long-term debt

      

Rate stabilization bonds

   5.82%  —  5.82  2017    $41   $120  

Senior unsecured notes

   2.40%  —  6.35  2021-2046     2,300    1,750  
     

 

 

  

 

 

 

Total long-term debt

      2,341    1,870  

Unamortized debt discount and premium, net

      (4  (3

Unamortized debt issuance costs

      (15  (9

Long-term debt due within one year

      (41  (378
     

 

 

  

 

 

 

Long-term debt

     $2,281   $1,480  
     

 

 

  

 

 

 

Long-term debt to financing trusts(a)

      

Subordinated debentures to BGE Capital Trust II

   6.20  2043    $258   $258  
     

 

 

  

 

 

 

Total long-term debt to financing trusts

      258    258  

Unamortized debt issuance costs

      (6  (6
     

 

 

  

 

 

 

Long-term debt to financing trusts

     $252   $252  
     

 

 

  

 

 

 

(a)Amount owed to this financing trust is recorded as Long-term debt to financing trust within BGE’s Consolidated Balance Sheets.

PHI

         Successor     Predecessor 
      Maturity
Date
  December 31, 
  Rates    2016     2015 

Long-term debt

       

Notes (unsecured)

  6.13%  —  7.45   2017-2032   $266     $456  

First mortgage bonds

  3.05%  —  7.90   2018-2045    4,569      4,495  

UnsecuredTax-Exempt Bonds

  5.40   2031    112      112  

Medium-Terms Notes (unsecured)

  6.81%  —  7.72   2017-2027    40      40  

Transition bonds (a)

  5.05%  —  5.55   2020-2023    124      171  

Notes payable and other (b)

  6.20%  —  8.88   2019-2021    46      57  
    

 

 

    

 

 

 

Total long-term debt

     5,157      5,331  

Unamortized debt discount and premium, net

     1      (2

Unamortized debt issuance costs

     (2    (50

Fair value adjustment

     742      —    

Long-term debt due within one year

     (253    (456
    

 

 

    

 

 

 

Long-term debt

    $5,645     $4,823  
    

 

 

    

 

 

 

(a)Transition bonds are recorded as part of Long-term debt within ACE’s Consolidated Balance Sheets.
(b)Includes Pepco’s capital lease obligations of $39 million and $50 million at December 31, 2016 and 2015, respectively.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Pepco

      Maturity
Date
   December 31, 
   Rates    2016  2015 

Long-term debt

      

First mortgage bonds (a)

   3.05%  —  7.90  2022-2043    $2,335   $2,335  

Notes payable and other (b)

   6.20%  —  8.88  2019-2021     46    50  
     

 

 

  

 

 

 

Total long-term debt

      2,381    2,385  

Unamortized debt discount and premium, net

      (2  (3

Unamortized debt issuance costs

      (30  (31

Long-term debt due within one year

      (16  (11
     

 

 

  

 

 

 

Long-term debt

     $2,333   $2,340  
     

 

 

  

 

 

 

(a)Substantially all of Pepco’s assets are subject to the lien of its respective mortgage indenture.
(b)Includes capital lease obligations of $39 million and $50 million at December 31, 2016 and 2015, respectively. Lease payments of $12 million, $13 million and $14 million will be made in 2017, 2018 and 2019, respectively.

DPL

      Maturity
Date
   December 31, 
   Rates    2016  2015 

Long-term debt

      

First mortgage bonds (a)

   3.50%  —  4.15  2023-2045    $1,196   $1,121  

UnsecuredTax-Exempt Bonds

   5.40  2031     112    112  

Medium-Terms Notes (unsecured)

   6.81%  —  7.72  2017-2027     40    40  
     

 

 

  

 

 

 

Total long-term debt

      1,348    1,273  

Unamortized debt discount and premium, net

      2    2  

Unamortized debt issuance costs

      (10  (10

Long-term debt due within one year

      (119  (204
     

 

 

  

 

 

 

Long-term debt

     $1,221   $1,061  
     

 

 

  

 

 

 

(a)Substantially all of DPL’s assets are subject to the lien of its respective mortgage indenture.

ACE

      Maturity
Date
   December 31, 
   Rates    2016  2015 

Long-term debt

      

First mortgage bonds (a)

   3.38%  —  7.75  2018-2036   $1,038   $1,039  

Transition bonds(b)

   5.05%  —  5.55  2020-2023     124    171  
     

 

 

  

 

 

 

Total long-term debt

      1,162    1,210  

Unamortized debt discount and premium, net

      (1  (1

Unamortized debt issuance costs

      (6  (8

Long-term debt due within one year

      (35  (48
     

 

 

  

 

 

 

Long-term debt

     $1,120   $1,153  
     

 

 

  

 

 

 

(a)Substantially all of ACE’s assets are subject to the lien of its respective mortgage indenture.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

(b)Maturities of ACE’s Transition Bonds outstanding at December 31, 2016 are $35 million in 2017, $31 million in 2018, $18 million in 2019, $19 million in 2020 and $21 million in 2021.

Long-term debt maturities at Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE in the periods 2017 through 2021 and thereafter are as follows:

Year

  Exelon  Generation   ComEd  PECO  BGE  PHI   Pepco   DPL   ACE 

2017

  $2,430   $1,117    $425   $—     $41    253     16     119     35  

2018

   1,742    104     840    500    —      298     13     4     281  

2019

   1,060    606     300    —      —      154     124     12     18  

2020

   3,331    1,912     500    —      —      19     —       —       19  

2021

   2,400    888     350    300    300    262     2     —       260  

Thereafter

   22,996(a)   4,581     4,892(b)   1,984(c)   2,258(d)   4,171     2,226     1,213     549  
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $33,959   $9,208    $7,307   $2,784   $2,599    5,157    $2,381    $1,348    $1,162  
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

(a)Includes $648 million due to ComEd, PECO and BGE financing trusts.
(b)Includes $206 million due to ComEd financing trust.
(c)Includes $184 million due to PECO financing trusts.
(d)Includes $258 million due to BGE financing trust.

PHI Merger Financing

In May 2014, concurrently and in connection with entering into the agreement to acquire PHI, Exelon entered into a credit facility to which the lenders committed to provide Exelon a364-day senior unsecured bridge credit facility of $7.2 billion to support the contemplated transaction and provide flexibility for timing of permanent financing. TheIn June 2015, the remaining $3.2 billion bridge credit facility was subsequently reduced to $3.2 billionterminated as a result of Exelon’s issuance of $4.2 billion of long-term debt to fund a portion of the June 2014 debtpurchase price and equity security issuances discussed below, as well as,related costs and expenses for the net after-tax proceeds from generating asset divestitures during the second half of 2014. During the year ended December 31, 2014, Exelon recorded $31 million to interest expense inpending PHI merger and for general corporate purposes.

In connection with the bridge facility$4.2 billion issuance of Senior Unsecured Notes in 2015, the tranches due in 2025, 2035, and 2045 had to temporarily financebe redeemed at the principal amount plus a 1% premium of principal on December 31, 2015, if the PHI acquisition. It ismerger was not currently expectedconsummated or terminated prior to such date (“Special Mandatory Redemption”). Exelon also had the option to redeem those notes earlier at a 1% premium of principal, if Exelon determined that the merger would not be completed before December 31, 2015.

On October 29, 2015, Exelon will be requiredcommenced a private exchange offer (Exchange Offer) to draw upon this credit facilitycertain eligible holders whereby, for those that took part, the outstanding Senior Unsecured Notes in the 2025, 2035 and 2045 tranches were exchanged for new Senior Unsecured Notes.

On December 2, 2015, Exelon exchanged $1.9 billion of the Senior Unsecured Notes and paid a consent fee of approximately $5 million, which has been deferred on Exelon’s Consolidated Balance Sheet and $4 million of third-party debt issuance costs, which were charged to financeearnings within Other, net on Exelon’s Consolidated Statement of Operations and Comprehensive Income. On December 2, 2015, Exelon also redeemed $0.9 billion of Senior Unsecured Notes not exchanged in the proposed PHI acquisition.Exchange Offer resulting in the payment of $9 million of redemption premium and the acceleration of the unamortized original issuance discount and deferred financing costs associated with the redeemed debt of $9 million, which were charged to earnings within Other, net on Exelon’s Consolidated Statement of Operations and Comprehensive Income.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Junior Subordinated Notes

In June 2014, Exelon issued $1.15 billion of junior subordinated notes in the form of 23 million equity units at a stated amount of $50.00 per unit. Net proceeds from the issuance were $1.11 billion, net of a $35 million underwriter fee. The net proceeds are expected to bewere used to finance a portion of the acquisition ofmerger and related costs and expenses for the pending PHI merger and for general corporate purposes.

Each equity unit represents an undivided beneficial ownership interest in Exelon’s 2.5%2.50% junior subordinated notes due in 2024 and a forward equity purchase contract which settles in 2017. The junior subordinated notes are expected to be remarketed in 2017. In connection with the remarketing, Exelon may modify the maturity date of the notes to a date earlier than June 1, 2024 but not earlier

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

than June 1, 2020, remove redemption provisions of the notes, or change the interest rate on the notes, including changing the interest rate from fixed to floating. Investors that participate in the remarketing receive the remarketing proceeds and may use those funds to either settle the equity forward upon settlement date or invest in the remarketed debt and use other funds for the share purchase. Exelon intends to use the remarketing proceeds to repay debt issued or for other corporate purposes as soon as practical following such settlements. If the remarketing fails, holders of the notes will have the right to put their notes to Exelon for an amount equal to the principal amount of notes held by such holder plus accrued interest. The equity units carry a total annual distribution rate of 6.5%, which is comprised of a quarterly coupon rate of interest of 2.5% and a quarterly contract payment of 4.0% (contract payments).

Each purchase contract obligates the holder to purchase, and Exelon to sell, for $50.00 a number of shares of Exelon’s common stock in accordance with the conversion ratios set forth below:

If the market price equals or exceeds $43.7484, then 1.1429 shares.

If the market price is less than $43.7484 but greater than $35.00, a number of shares of common stock having a value, based on the market price, equal to $50.00.

If the market price is less than or equal to $35.00, then 1.4286 shares.

A holder’s ownership interest in the notes is pledged to Exelon to secure the holder’s obligation under the related forward equity purchase contract. If a holder of the forward equity purchase contract chooses at any time to no longer be a holder of the notes, such holder’s obligation under the purchase contract must be secured by a U.S. Treasury security.

At the time of issuance, Exelon determined that the forward equity purchase contract had no value and therefore the entire $1.15 billion of junior subordinated notes were allocated to debt and recorded within Long-term debt on Exelon’s Consolidated Balance Sheet. Additionally, at the time of issuance, the present value of the contract payments of $131 million (“Contract Payment Obligation”) were recorded to Long-term debt, representing the obligation to make contract payments, with an offsetting reduction to Common stock. The obligation for the contract payments will beis accreted to interest expense over the 3 year period ending in 2017 in Exelon’s Consolidated Statement of Operations and Comprehensive Income. The Long-term debt recorded for theDuring 2016, contract payments isof $45 million related to the Contract Payment Obligation were included within Retirements of long-term debt in Exelon’s Consolidated Statements of Cash Flows. During 2015, contract payments of $44 million related to the Contract Payment Obligation were included within Retirements of long-term debt in Exelon’s Consolidated Statements of Cash Flows. During 2014, the Contract Payment Obligation was considered anon-cash financing transaction that was excluded from Exelon’s Consolidated Statements of Cash Flows. Until settlement of the equity purchase contract, earnings per share dilution resulting from the equity unit issuance will be determined under the treasury stock method.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Long-Term Debt

The following tables present the outstanding long-term debt at Exelon, Generation, ComEd, PECO and BGE as of December 31, 2014 and 2013:

Exelon

   Rates  Maturity
Date
   December 31, 
      2014  2013 

Long-term debt

      

Rate stabilization bonds

   5.72% — 5.82  2017    $195   $265  

First mortgage bonds (a)(b)

   1.20% — 6.45%  2015 - 2044     8,079    7,746  

Senior unsecured notes

   2.00% — 7.60  2015 - 2042     7,071    7,571  

Unsecured bonds

   2.80% — 6.35  2016 - 2036     1,750    1,750  

Pollution control note

   4.10  2014     —      20  

Nuclear fuel procurement contracts

   3.25% — 3.35  2018     70    —    

Junior subordinated notes

   6.50  2017     1,150    —    

Nonrecourse debt:

      

Fixed rates

   2.33% — 6.00  2031 - 2037     1,166    1,077  

Variable rates

   2.41% — 5.00  2019 - 2030     1,101    150  

Notes payable and other(c)

   6.95% — 7.83  2015 - 2053     174    181  
     

 

 

  

 

 

 

Total long-term debt

      20,756    18,760  

Unamortized debt discount and premium, net

      (37  (19

Fair value adjustment

      441    384  

Fair value hedge carrying value adjustment, net

      4    7  

Long-term debt due within one year

      (1,802  (1,509
     

 

 

  

 

 

 

Long-term debt

     $19,362   $17,623  
     

 

 

  

 

 

 

Long-term debt to financing trusts(d)

      

Subordinated debentures to ComEd Financing III

   6.35  2033    $206   $206  

Subordinated debentures to PECO Trust III

   7.38  2028     81    81  

Subordinated debentures to PECO Trust IV

   5.75  2033     103    103  

Subordinated debentures to BGE Trust

   6.20  2043     258    258  
     

 

 

  

 

 

 

Total long-term debt to financing trusts

     $648   $648  
     

 

 

  

 

 

 

(a)Substantially all of ComEd’s assets other than expressly excepted property and substantially all of PECO’s assets are subject to the liens of their respective mortgage indentures.
(b)Includes first mortgage bonds issued under the ComEd and PECO mortgage indentures securing pollution control bonds and notes.
(c)Includes capital lease obligations of $32 million and $41 million at December 31, 2014 and 2013, respectively. Lease payments of $3 million, $4 million, $4 million, $4 million, $5 million and $12 million will be made in 2015, 2016, 2017, 2018, 2019 and thereafter, respectively.
(d)Amounts owed to these financing trusts are recorded as Long-term debt to financing trusts within Exelon’s Consolidated Balance Sheets.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Generation

   Rates  Maturity
Date
   December 31, 
      2014  2013 

Long-term debt

      

Senior unsecured notes

   2.00% — 7.60  2015 - 2042    $5,771   $6,271  

Social Security Administration

   2.93  2015     —      1  

Pollution control notes

   4.10  2014     —      20  

Nuclear fuel procurement contracts

   3.25% — 3.35  2018     70    —    

Nonrecourse debt:

      

Fixed rates

   2.33% — 6.00  2031 - 2037     1,166    1,077  

Variable rates

   2.41% — 5.00  2019 - 2030     1,101    150  

Notes payable and other(a)

   7.83  2014 - 2020     26    33  
     

 

 

  

 

 

 

Total long-term debt

      8,134    7,552  

Fair value adjustment

      146    166  

Unamortized debt discount and premium, net

      (14  11  

Long-term debt due within one year

      (614  (561
     

 

 

  

 

 

 

Long-term debt

     $7,652   $7,168  
     

 

 

  

 

 

 

(a)Includes Generation’s capital lease obligations of $24 million and $33 million at December 31, 2014 and 2013, respectively. Generation will make lease payments of $3 million, $4 million, $4 million, $4 million, $5 million and $4 million in 2015, 2016, 2017, 2018, 2019 and thereafter, respectively.

On January 13, 2015, Generation issued $750 million in aggregate principal amount of Senior Notes. The Senior Notes carry an annual interest rate of 2.950%, payable semi-annually, commencing July 15, 2015 and due January 15, 2020. The proceeds of the Senior Notes will be used to fund the optional redemption of Exelon’s $550 million, 4.550% Senior Notes due June 15, 2015 and for general corporate purposes. In addition to the issuance, Exelon terminated $400 million of floating-to-fixed interest rate swaps that had been designated as cash flow hedges. As the original forecasted transactions were a series of future interest payments over a ten year period, a portion of the anticipated interest payments at this time are probable not to occur. As a result Exelon will reclassify $26 million of deferred losses in AOCI to Other, net in the first quarter of 2015.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

ComEd

   Rates  Maturity
Date
   December 31, 
      2014  2013 

Long-term debt

      

First mortgage bonds (a)(b)

   1.95% — 6.45  2015 - 2044    $5,829   $5,546  

Notes payable and other (c)

   6.95% — 7.49  2015 - 2053     148    148  
     

 

 

  

 

 

 

Total long-term debt

      5,977    5,694  

Unamortized debt discount and premium, net

      (19  (19

Long-term debt due within one year

      (260  (617
     

 

 

  

 

 

 

Long-term debt

     $5,698   $5,058  
     

 

 

  

 

 

 

Long-term debt to financing trust(d)

      

Subordinated debentures to ComEd Financing III

   6.35  2033    $206   $206  
     

 

 

  

 

 

 

(a)Substantially all of ComEd’s assets other than expressly excepted property are subject to the lien of its mortgage indenture.
(b)Includes first mortgage bonds issued under the ComEd mortgage indenture securing pollution control bonds and notes.
(c)Includes ComEd’s capital lease obligations of $8 million at both December 31, 2014 and 2013, respectively. Lease payments of less than $1 million will be made from 2015 through expiration at 2053.
(d)Amount owed to this financing trust is recorded as Long-term debt to financing trust within ComEd’s Consolidated Balance Sheets.

PECO

   Rates  Maturity
Date
   December 31, 
      2014  2013 

Long-term debt

      

First mortgage bonds (a)(b)

   1.20% — 5.95  2016 - 2044    $2,250   $2,200  
     

 

 

  

 

 

 

Total long-term debt

      2,250    2,200  

Unamortized debt discount and premium, net

      (4  (3

Long-term debt due within one year

      —      (250
     

 

 

  

 

 

 

Long-term debt

     $2,246   $1,947  
     

 

 

  

 

 

 

Long-term debt to financing trusts(c)

      

Subordinated debentures to PECO Trust III

   7.38  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)Includes first mortgage bonds issued under the PECO mortgage indenture securing pollution control bonds and notes.
(c)Amounts owed to this financing trust are recorded as Long-term debt to financing trusts within PECO’s Consolidated Balance Sheets.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

BGE

   Rates  Maturity
Date
   December 31, 
      2014  2013 

Long-term debt

      

Rate stabilization bonds

   5.72% — 5.82  2017     195   $265  

Notes

   2.80% — 6.35  2016 - 2036    $1,750   $1,750  
     

 

 

  

 

 

 

Total long-term debt

      1,945    2,015  

Unamortized debt discount and premium, net

      (3  (4

Long-term debt due within one year

      (75  (70
     

 

 

  

 

 

 

Long-term debt

     $1,867   $1,941  
     

 

 

  

 

 

 

Long-term debt to financing trusts(a)

      

Subordinated debentures to BGE Capital Trust II

   6.20  2043    $258   $258  
     

 

 

  

 

 

 

(a)Amount owed to this financing trust is recorded as Long-term debt to financing trust within BGE’s Consolidated Balance Sheets.

Long-term debt maturities at Exelon, Generation, ComEd, PECO and BGE in the periods 2014 through 2019 and thereafter are as follows:

Year

  Exelon  Generation   ComEd  PECO  BGE 

2015

  $1,739   $604    $260   $—     $75  

2016

   1,269    4     665    300    300  

2017

   2,400    705     425    —      120  

2018

   1,415    75     840    500    —    

2019

   982    682     300    —      —    

Thereafter

   13,599(a)   6,064     3,693(b)   1,634(c)   1,708(d) 
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Total

  $21,404   $8,134    $6,183   $2,434   $2,203  
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

(a)Includes $648 million due to ComEd, PECO and BGE financing trusts.
(b)Includes $206 million due to ComEd financing trust.
(c)Includes $184 million due to PECO financing trusts.
(d)Includes $258 million due to BGE financing trust.

Nonrecourse Debt

Exelon and Generation have issued nonrecourse debt financing, in which approximately $2.7$2.8 billion of generating assets have been pledged as collateral at December 31, 2014.2016. Borrowings under these agreements are secured by the assets and equity of each respective project. The lenders do not have recourse against Exelon or Generation in the event of a default. If a specific project financing entity does not maintain compliance with its specific nonrecourse debt financing covenants, there could be a requirement to accelerate repayment of the associated debt or other borrowings earlier than the stated maturity dates. In these instances, if such repayment was not satisfied, the lenders or security holders would generally have rights to foreclose against the project-specific assets and related collateral. The potential requirement to satisfy its associated debt or other borrowings earlier than otherwise anticipated could lead to impairments due to a higher likelihood of disposing of the respective project-specific assets significantly before the end of their useful lives.

Denver Airport.    In June 2011, Generation entered into a20-year, $7 million solar loan agreement fully amortizing by June 30, 2031 related to finance a solar construction project in Denver, Colorado. The agreement is scheduled to mature on June 30, 2031. The agreement bears interest at a fixed rate of 5.50% annually with interest payable annually. As of December 31, 2014, $72016, $6 million was outstanding.

CEU Upstream.    In July 2011, CEU Holdings, LLC, a wholly owned subsidiary of Generation, entered into a five year asset-based5-year reserve based lending agreement (RBL) associated with certain Upstream oil and gas properties that it owns.properties. The borrowing base committed under the facility is $110 million and can increase to a total of $500 million if the assets

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

support a higher borrowing base and Generation is able to obtain additional commitments from lenders. The facility was amended and extended through January 2019. Borrowings under this facilityare secured by the Upstream gas properties, and the lenders do not have recourse against Exelon or Generation in the event of default pursuant to the RBL. Borrowings under this arrangement are secured by the assets and equity of CEU

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Holdings. The commitment level can be decreased if the assets no longer support the current borrowing base, which may result in repayment of a default.portion or all of the outstanding balance, or potential foreclosure of the assets. The agreementcommitment can be increased up to $500 million million if the assets support a higher borrowing base and CEU Holdings is scheduledable to expireobtain additional commitments from lenders. Calculations of the borrowing base are impacted by projected production and commodity prices. The facility was amended and extended on January 14, 2019, at a fixed rate of 2.41% annually with interest payable quarterly.2014 through January 2019. As of December 31, 2014, $772015, $68 million was outstanding under the facility. The facility includes a provision that requires the Generation entities owning the Upstream gas properties subject to the agreement to maintain a current ratio of one-to-one. As of December 31, 2014, Generation was in compliance with this provision.

Sacramento PV Energy.    In July 2011, a subsidiary of Generation entered into a 19-year, $41 million nonrecourse note to finance a 30MW solar facility in Sacramento, California. The note bears interest payable monthly at a variable rate equal to the six-month LIBOR plus 2.25%. Interest is payable quarterly2.50% and is secured by the equity interestsborrowing base committed under the facility was $85 million. The outstanding balance was classified as Long-term debt on Exelon’s and assetsGeneration’s Consolidated Balance Sheets.

In February 2016, as part of their semi-annual borrowing basere-determination testing, the RBL lenders notified CEU Holdings that the RBL borrowing base was decreased to $45 million, resulting in a “borrowing base deficiency” under the RBL of $23 million. Given the decline in value of the subsidiary. The note is scheduledUpstream assets resulting from lower commodity prices, CEU Holdings chose not to mature on Decemberprovide the lenders with a formal plan for curing the borrowing base deficiency by March 31, 2030. As of December 31, 2014, $35 million2016, as was outstanding. The subsidiary also executed interest rate swaps with an initial notional value of $30 million in order to convert the variable interest payments to fixed payments on 75% of the $41 million facility amount, as required by the RBL. The lenders sent CEU Holdings a notice of event of default and demand for cure.

On June 16, 2016, CEU Holdings executed a forbearance agreement with the lenders which included terms stipulating roles and responsibilities governing a sales process, approval of the sale of the assets to be at the discretion of the lenders, and a sales timetable.

In December 2016, substantially all of the Upstream natural gas and oil exploration and production assets were sold for $37 million. The proceeds were used to reduce the debt covenants.balance by $31 million. The remaining proceeds of $6 million are being held in escrow and will be released at final settlement. In addition, during 2016, $15 million of the debt was repaid using CEU Holding’s cash, resulting in an outstanding debt balance of $22 million with interest payable monthly at a variable rate equal to LIBOR plus 2.75%. Upon disposition of all of the assets and the satisfaction of certain other conditions, CEU Holdings will be released of its obligations regardless of the amount of asset sale proceeds received. The ultimate resolution of this matter has no direct effect on any Exelon or Generation credit facilities or other debt of an Exelon entity. At December 31, 2016, the outstanding debt balance of $22 million was classified within Long term debt due within one year on Exelon’s and Generation’s Consolidated Balance Sheets. See Note 12—Derivative Financial Instruments4—Mergers, Acquisitions, and Dispositions and Note 8—Impairment of Long-Lived Assets for additional information regarding interest rate swaps.information.

Holyoke Solar Cooperative.    In October 2011, Generation entered into a20-year, $10 $11 million solar loan agreement fully amortizing by December 31, 2031 related to a solar construction project in Holyoke, Massachusetts. The agreement is scheduled to mature on December 2031. The agreement bears interest at a fixed rate of 5.25% annually with interest payable monthly. As of December 31, 2014, $102016, $9 million was outstanding. The agreement includes a provision that requires Generation to establish and maintain a reserve fund to be held by Holyoke Solar Cooperative. As of December 31, 2014, Generation was in compliance with this provision.

Antelope Valley Solar Ranch One.    In December 2011, the DOE Loan Programs Office issued a guarantee for up to $646 million for a nonrecourse loan from the Federal Financing Bank to support the financing of the construction of the Antelope Valley facility. The project became fully operational in the first half of 2014. The loan will mature on January 5, 2037. Interest rates on the loan arewere fixed upon each advance at a spread of 37.5 basis points above U.S. Treasuries of comparable maturity. The advances were completed as of December 31, 2015 and the outstanding loan balance will bear interest at an average blended interest rate of 2.82%. As of December 31, 2014, $5572016, $552 million was outstanding.

In addition, Generation has issued letters of credit to support its equity investment in the project. As of December 31, 2014,2016, Generation had $156$106 million in letters of credit outstanding related to the project. The letters of credit balance is expected to decline over time as scheduled equity contributions for the project are made. Generation expects to contribute approximately $2 million in additional equity contributions.

In connection with this agreement, on September 28, 2011, Generation entered into a floating-to-fixed interest rate swap with a notional amount of $485 million to mitigate interest-rate risk associated with the financing. As Generation received additional loan advances, it subsequently entered into a series of fixed-to-floating interest rate swaps to offset portions of the original interest rate hedge. During the third quarter of 2014, the original interest rate swap was terminated, consistent with the agreements. See Note 12—Derivative Financial Instruments for additional information regarding the interest rate swaps associated with Antelope Valley.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Constellation Solar Horizons.    In September 2012, a subsidiary of Generation entered into an 18-year $38 million nonrecourse note to recover capital used to build a 16MW solar facility in Emmitsburg, Maryland. The note is schedule to mature on September 7, 2030. The note bears interest at a variable rate equal to the three-month LIBOR plus 2.25%. Interest is payable quarterly, and the note is secured by the equity interests and assets of the subsidiary. As of December 31, 2014, $34 million was outstanding. The subsidiary also executed interest rate swaps for an initial notional amount of $29 million in order to convert the variable interest payments to fixed payments on 75% of the $38 million facility amount, as required by the debt covenants. See Note 12—Derivative Financial Instruments for additional information regarding interest rate swaps.

Continental Wind.    In September 2013, Continental Wind, LLC (Continental Wind), an indirect subsidiary of Exelon and Generation, completed the issuance and sale of $613 million aggregate principal amount of Continental Wind’s 6.00% senior secured notes due February 28, 2033 with interest payable semi-annually.notes. Continental Wind owns and operates a portfolio of wind farms in Idaho, Kansas, Michigan, Oregon, New Mexico and Texas with a total net capacity of 667MW. The net proceeds were distributed to Generation for its general business purposes. The notes are scheduled to mature on February 28, 2033. The notes bear interest at a fixed rate of 6.00% with interest payable semi-annually. As of December 31, 2014, $5922016, $543 million was outstanding. In connection with this nonrecourse project financing, Exelon terminated existing interest rate swaps with a total notional amount of $350 million during the third quarter of 2013, and realized a total gain of $26 million upon termination. The gain on the interest rate swaps was recorded within OCI and will reduce the effective interest rate over the life of the debt for Exelon. See Note 12—Derivative Financial Instruments for additional information on the interest rate swaps.

In addition, Continental Wind entered into a $131 million letter of credit facility and $10 million working capital revolver facility. Continental Wind has issued letters of credit to satisfy certain of its credit support and security obligations. As of December 31, 2014,2016, the Continental Wind letter of credit facility had $47$108 million in letters of credit outstanding related to the project.

ExGen Renewables I.    OnIn February 6, 2014, ExGen Renewables I, LLC (EGR),EGR, an indirect subsidiary of Exelon and Generation, borrowed $300 million aggregate principal amount pursuant to a nonrecourse senior secured loan, due February 6, 2021.loan. The proceeds were distributed to Generation for its general business purposes. The loan is scheduled to mature on February 6, 2021. The loan bears interest at a variable rate equal to LIBOR plus 4.25%, subject to a 1% LIBOR floor with interest payable quarterly. EGR indirectly owns Continental Wind. As of December 31, 2014, $2822016, $234 million was outstanding. In addition to the financing, EGR entered into interest rate swaps with an initial notional amount of $240 million at an interest rate of 2.03% to manage a portion of the interest rate exposure in connection with the financing. See Note 12—13—Derivative Financial Instruments for additional information regarding interest rate swaps.

ExGen Texas Power.    In September 2014, ExGen Texas Power, LLC (EGTP),EGTP, an indirect subsidiary of Exelon and Generation, issued $675 million aggregate principal amount of a nonrecourse senior secured term loan, scheduled to mature on September 18, 2021.loan. The net proceeds were distributed to Generation for general business purposes. The loan is scheduled to mature on September 18, 2021. The term loan bears interest at a variable rate equal to LIBOR plus 4.75%, subject to a 1% LIBOR floor with interest payable quarterly. As of December 31, 2014, $6732016, $660 million was outstanding. As part of the agreement, a revolving credit facility was established for the amount of $20 million available through, and scheduled to mature on September 18, 2019. In addition to the financing, EGTP entered into various interest rate swaps with an initial notional amount of approximately $505 million at an interest rate of 2.34% to hedge a portion of the interest rate exposure in connection with this financing, as required by the debt covenants. See Note 12—13—Derivative Financial Instruments for additional information regarding interest rate swaps.

EGTP’s operating cash flows have been negatively impacted by certain market conditions including, but not limited to: low power prices, higher fuel prices and the seasonality of its cash flows. Despite the declining operating cash flows, EGTP remains in compliance with its covenants related to the project specific financing. Management continues to monitor the project entity’s short term liquidity needs.

Renewable Power Generation.    In March 2016, RPG, an indirect subsidiary of Exelon and Generation, issued $150 million aggregate principal amount of a nonrecourse senior secured notes. The net proceeds were distributed to Generation for paydown of long term debt obligations at Sacramento PV Energy and Constellation Solar Horizons and for general business purposes. The loan is scheduled to mature on March 31, 2035. The term loan bears interest at a fixed rate of 4.11% payable semi-annually. As of December 31, 2016, $141 million was outstanding.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

SolGen.    In September 2016, SolGen, LLC (SolGen), an indirect subsidiary of Exelon and Generation, issued $150 million aggregate principal amount of a nonrecourse senior secured notes. The net proceeds were distributed to Generation for general business purposes. The loan is scheduled to mature on September 30, 2036. The term loan bears interest at a fixed rate of 3.93% payable semi-annually. As of December 31, 2016, $148 million was outstanding.

14.15. Income Taxes (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Income tax expense (benefit) from continuing operations is comprised of the following components:

 

For the Year Ended December 31, 2014

  Exelon Generation ComEd PECO BGE 
                 Successor  Predecessor 
 For the Year Ended December 31, 2016 March 24,
2016 to
December 31,
2016
  January 1,
2016 to
March 23,
2016
 
 Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI  PHI 

Included in operations:

                 

Federal

                 

Current

  $121   $360   $(171 $28   $24   $60   $513   $(135 $63   $51   $(118 $(88 $(26 $(281 $—    

Deferred

   576    (35  395    87    90   607   (247 379   72   88   136   97   22   283   10  

Investment tax credit amortization

   (20  (16  (2  —      (1 (24 (20 (2  —     (1  —      —      —     (1  —    

State

                 

Current

   42    35    7    (2  —     39   45   (4 9   5   7   1    —     (11  —    

Deferred

   (53  (137  39    1    27   79   (1 63   5   31   16   12    —     13   7  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

  $666   $207   $268   $114   $140   $761   $290   $301   $149   $174   $41   $22   $(4 $3   $17  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

For the Year Ended December 31, 2013

  Exelon Generation ComEd PECO BGE 

Included in operations:

      

Federal

      

Current

  $744   $250   $160   $126   $9  

Deferred

   140    360    (27  23    100  

Investment tax credit amortization

   (15  (11  (2  (1  (1

State

      

Current

   181    50    50    16    —    

Deferred

   (6  (34  (29  (2  26  
  

 

  

 

  

 

  

 

  

 

 

Total

  $1,044   $615   $152   $162   $134  
  

 

  

 

  

 

  

 

  

 

 

For the Year Ended December 31, 2012

  Exelon Generation ComEd PECO BGE 

Included in operations:

      

Federal

      

Current

  $37   $104   $(40 $88   $(97

Deferred

   701    326    237    25    101  

Investment tax credit amortization

   (11  (6  (2  (2  (1

State

      

Current

   (25  (12  6    4    —    

Deferred

   (75  88    38    12    4  
  

 

  

 

  

 

  

 

  

 

 

Total

  $627   $500   $239   $127   $7  
  

 

  

 

  

 

  

 

  

 

 

  For the Year Ended December 31, 2015 
                          Predecessor 
  Exelon  Generation  ComEd  PECO  BGE  Pepco  DPL  ACE  PHI 

Included in operations:

         

Federal

         

Current

 $407   $546   $(80 $64   $25   $(54 $(27 $(2 $12  

Deferred

  566    16    310    69    126    126    73    27    103  

Investment tax credit amortization

  (22  (19  (2  —      (1  —      —      —      (1

State

         

Current

  (86  (90  7    (10  —      6    2    3    17  

Deferred

  208    49    45    20    39    24    1    5    32  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 $1,073   $502   $280   $143   $189   $102   $49   $33   $163  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  For the Year Ended December 31, 2014 
                          Predecessor 
  Exelon  Generation  ComEd  PECO  BGE  Pepco  DPL  ACE  PHI 

Included in operations:

         

Federal

         

Current

 $121   $360   $(171 $28   $24   $(79 $(45 $(6 $(153

Deferred

  576    (35  395    87    90    150    98    31    261  

Investment tax credit amortization

  (20  (16  (2  —      (1  —      (1  (1  (1

State

         

Current

  42    35    7    (2  —      (2  —      (1  (10

Deferred

  (53  (137  39    1    27    24    13    7    41  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 $666   $207   $268   $114   $140   $93   $65   $30   $138  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The effective income tax rate from continuing operations varies from the U.S. Federal statutory rate principally due to the following:

 

For the Year Ended December 31, 2014

 Exelon Generation ComEd PECO BGE 
                 Successor  Predecessor 
 For the Year Ended December 31, 2016 March 24,
2016 to
December 31,
2016
  January 1,
2016 to
March 23,
2016
 
 Exelon Generation ComEd PECO BGE Pepco DPL (a) ACE (a) PHI (a)  PHI 

U.S. Federal statutory rate

  35.0  35.0  35.0  35.0  35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0

Increase (decrease) due to:

                

State income taxes, net of Federal income tax benefit

  1.3    (1.9  4.5    (0.1  5.0  

Qualified nuclear decommissioning trust fund income

  2.4    4.8    —      —      —    

Tax exempt income

  (0.2  (0.5  —      —      —    

State income taxes, net of Federal income tax benefit(b)

 3.3   3.3   5.6   1.3   5.0   15.7   52.7   6.2   5.8   11.9  

Qualified nuclear decommissioning trust fund loss

 3.4   7.8    —      —      —      —      —      —      —      —    

Domestic production activities deduction

  (2.0  (4.1  —      —      —      —      —      —      —      —      —      —      —      —      —    

Health care reform legislation

  0.1    —      0.2    —      0.2    —      —      —      —      —      —      —      —      —      —    

Amortization of investment tax credit, net deferred taxes

  (1.1  (2.0  (0.3  (0.1  (0.3

Amortization of investment tax credit, including deferred taxes on basis difference

 (1.2 (2.3 (0.3 (0.1 (0.1 (0.2 (3.7 0.8   1.4   (0.9

Plant basis differences

  (1.9  —      (0.1  (10.4  0.2   (4.8  —     (0.6 (9.6 (2.7 (22.8 (25.5 10.3   39.0   (13.5

Production tax credits and other credits

  (2.4  (4.8  —      —      —     (3.6 (8.2  —      —      —      —      —      —      —      —    

Non-controlling interest

  (1.8  (3.7  —      —      —    

Noncontrolling interests

 (0.2 (0.3  —      —      —      —      —      —      —      —    

Statute of limitations expiration

  (2.6  (5.3  —      —      —     (0.4 (1.7  —      —      —      —      —      —      —      —    

Other

  —      (0.6  0.3    0.1    (0.2

Penalties

 1.9    —     4.5    —      —      —      —      —     (0.7  —    

Merger Expenses

 5.5   1.1    —      —      —     23.5   112.9   (44.9 (89.0 11.1  

Other(c)

 (0.6 (1.5 0.1   (1.2  —     (1.8 (2.2 1.3   3.3   3.6  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Effective income tax rate

  26.8  16.9  39.6  24.5  39.9 38.3 33.2%�� 44.3 25.4 37.2 49.4 169.2 8.7 (5.2)%  47.2
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

For the Year Ended December 31, 2013

 Exelon Generation ComEd PECO BGE 

U.S. Federal statutory rate

  35.0  35.0  35.0  35.0  35.0

Increase (decrease) due to:

     

State income taxes, net of Federal income tax benefit

  4.8    1.8    3.4    1.6    4.9  

Qualified nuclear decommissioning trust fund income

  3.7    6.1    —      —      —    

Tax exempt income

  (0.2  (0.3  —      —      —    

Domestic production activities deduction

  —      —      —      —      —    

Health care reform legislation

  0.1    —      0.7    —      0.2  

Amortization of investment tax credit, net deferred taxes

  (1.9  (3.0  (0.6  (0.1  —    

Plant basis differences

  (1.6  —      (0.8  (7.1  (0.2

Production tax credits and other credits

  (2.1  (3.4  (0.1  —      —    

Statute of limitations expiration

  (0.1  (0.2  —      —      —    

Other

  (0.1  0.7    0.3    (0.3  (0.9
 

 

  

 

  

 

  

 

  

 

 

Effective income tax rate

  37.6  36.7  37.9  29.1  39.0
 

 

  

 

  

 

  

 

  

 

 

For the Year Ended December 31, 2012

 Exelon (a) Generation (a) ComEd PECO BGE (b) 

U.S. Federal statutory rate

  35.0  35.0  35.0  35.0  35.0

Increase (decrease) due to:

     

State income taxes, net of Federal income tax benefit

  (3.5  4.9    4.6    2.0    24.3  

Qualified nuclear decommissioning trust fund income

  5.4    9.1    —      —      —    

Tax exempt income

  (0.2  (0.4  —      —      —    

Domestic production activities deduction

  —      —      —      —      —    

Health care reform legislation

  0.1    —      0.4    —      11.6  

Amortization of investment tax credit

  (1.1  (1.3  (0.4  (0.3  (8.6

Plant basis differences

  (2.4  —      (0.3  (11.5  (9.0

Production tax credits and other credits

  (2.2  (3.7  —      —      —    

Fines and Penalties

  2.6    4.4    —      —      —    

Merger expenses(c)

  2.4    —      —      —      24.2  

Statute of limitations expiration

  (0.1  (0.3  —      —      —    

Other

  (1.1  (0.4  (0.6  (0.2  (13.9
 

 

  

 

  

 

  

 

  

 

 

Effective income tax rate

  34.9  47.3  38.7  25.0  63.6
 

 

  

 

  

 

  

 

  

 

 

  For the Year Ended December 31, 2015 
                          Predecessor 
  Exelon  Generation  ComEd  PECO  BGE  Pepco  DPL  ACE  PHI 

U.S. Federal statutory rate

  35.0  35.0  35.0  35.0  35.0  35.0  35.0  35.0  35.0

Increase (decrease) due to:

         

State income taxes, net of Federal income tax benefit

  3.7    1.0    4.9    1.0    5.3    6.7    1.7    5.7    6.6  

Qualified nuclear decommissioning trust fund income

  (0.4  (0.8  —      —      —      —      —      —      —    

Domestic production activities deduction

  (0.7  (1.3  —      —      —      —      —      —      —    

Health care reform legislation

  —      —      —      —      0.1    —      —      —      —    

Amortization of investment tax credit, including deferred taxes on basis difference

  (0.9  (1.5  (0.3  (0.1  (0.1  (0.1  (0.4  (0.6  (0.2

Plant basis differences

  (1.5  —      (0.1  (8.7  (0.7  (5.8  (2.3  (1.3  (4.3

Production tax credits and other credits

  (1.9  (3.4  —      —      —      —      —      —      —    

Noncontrolling interests

  0.3    0.5    —      —      —      —      —      —      —    

Statute of limitations expiration

  (1.4  (2.4  —      —      —      —      —      —      —    

Other(d)

  —      —      0.2    0.2    —      (0.5  5.2    6.4    (3.2
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Effective income tax rate

  32.2  27.1  39.7  27.4  39.6  35.3  39.2  45.2  33.9
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

  For the Year Ended December 31, 2014 
                          Predecessor 
  Exelon  Generation  ComEd  PECO  BGE  Pepco  DPL  ACE  PHI 

U.S. Federal statutory rate

  35.0  35.0  35.0  35.0  35.0  35.0  35.0  35.0  35.0

Increase (decrease) due to:

         

State income taxes, net of Federal income tax benefit

  1.3    (1.9  4.5    (0.1  5.0    5.4    4.8    5.8    5.3  

Qualified nuclear decommissioning trust fund income

  2.4    4.8    —      —      —      —      —      —      —    

Domestic production activities deduction

  (2.0  (4.1  —      —      —      —      —      —      —    

Health care reform legislation

  0.1    —      0.2    —      0.2    —      —      —      —    

Amortization of investment tax credit, including deferred taxes on basis difference

  (1.1  (2.0  (0.3  (0.1  (0.3  (0.1  (0.3  (0.6  (0.3

Plant basis differences

  (1.9  —      (0.1  (10.4  0.2    (4.9  (2.4  (0.5  (4.5

Production tax credits and other credits

  (2.4  (4.8  —      —      —      —      —      —      —    

Noncontrolling interests

  (1.8  (3.7  —      —      —      —      —      —      —    

Statute of limitations expiration

  (2.6  (5.3  —      —      —      —      ���      —      —    

Other

  (0.2  (1.1  0.3    0.1    (0.2  (0.2  1.4    (0.2  0.8  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Effective income tax rate

  26.8  16.9  39.6  24.5  39.9  35.2  38.5  39.5  36.3
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(a)Exelon activityDPL and ACE recognized a loss before income taxes for the twelve monthsyear ended December 31, 2012 includes2016, and PHI recognized a loss before income taxes for the resultsperiod of Constellation and BGE for March 12, 2012—24, 2016, through December 31, 2012. Generation activity2016. As a result, positive percentages represent an income tax benefit for the twelve months ended December 31, 2012 includes the results of Constellation for March 12, 2012—December 31, 2012.periods presented.
(b)BGE activity represents the activityIncludes a remeasurement of uncertain state income tax positions for the twelve months ended December 31, 2012.Pepco and DPL.
(c)PriorAt PECO, includes a cumulative adjustment related to the closean anticipated gas repairs tax return accounting method change.
(d)Includes impacts of the merger, the Registrants recorded the applicable taxes on merger transaction costs assuming the merger would not be completed. Upon closing of the merger, the Registrants reversed such taxesPHI Global Settlement for those merger transaction costs that were determined to be non tax-deductible upon successful completion of a merger.Pepco, DPL, ACE, and PHI

The tax effects of temporary differences and carryforwards, which give rise to significant portions of the deferred tax assets (liabilities), as of December 31, 20142016 and 20132015 are presented below:

 

For the Year Ended December 31, 2014

  Exelon Generation ComEd PECO BGE 
 As of December 31, 2016 
                 Successor 
 Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI 

Plant basis differences

  $(12,143 $(3,834 $(3,945 $(2,749 $(1,661 $(17,966 $(4,192 $(5,034 $(3,095 $(1,977 $(1,678 $(973 $(869 $(3,586

Accrual based contracts

   (178  (178  —      —      —     434   (115  —      —      —      —      —      —     548  

Derivatives and other financial instruments

   (46  (79  (4  —      —     (179 (162 (3  —      —      —      —      —     (1

Deferred pension and postretirement obligation

   1,914    (390  (543  2    (53 2,287   (316 (453 (18 (43 (122 (74 (21 (111

Nuclear decommissioning activities

   (726  (726  —      —      —     (509 (509  —      —      —      —      —      —      —    

Deferred debt refinancing costs

   112    57    (18  (2  (4 325   44   (13 (1 (3 (7 (4 (2 293  

Regulatory assets and liabilities

   (1,824  —      (286  27    (258 (3,319  —     (226 10   (240 (194 (75 (69 (1,205

Tax loss carryforward

   111    48    —      11    39   189   61   29    —     22   27   39   14   77  

Tax credit carryforward

   97    143    —      —      —     446   493    —      —      —      —      —      —      —    

Investment in CENG

   (563  (563  —      —      —     (650 (650  —      —      —      —      —      —      —    

Other, net

   1,029    346    255    111    30   1,485   403   351   99   27   66   34   34   225  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Deferred income tax liabilities (net)

  $(12,217 $(5,176 $(4,541 $(2,600 $(1,907 $(17,457 $(4,943 $(5,349 $(3,005 $(2,214 $(1,908 $(1,053 $(913 $(3,760

Unamortized investment tax credits

   (555  (528  (20  (2  (5 (658 (626 (15 (1 (5 (2 (3 (4 (9
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total deferred income tax liabilities (net) and unamortized investment tax credits

  $(12,772 $(5,704 $(4,561 $(2,602 $(1,912 $(18,115 $(5,569 $(5,364 $(3,006 $(2,219 $(1,910 $(1,056 $(917 $(3,769
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

For the Year Ended December 31, 2013

  Exelon Generation ComEd PECO BGE 

Plant basis differences

  $(11,612 $(3,879 $(3,523 $(2,573 $(1,538

Accrual based contracts

   (214  (214  —      —      —    

Derivatives and other financial instruments

   (509  (505  (4  —      —    

Deferred pension and postretirement obligation

   1,489    (362  (522  —      (74

Nuclear decommissioning activities

   (647  (646  —      —      —    

Deferred debt refinancing costs

   173    79    (21  (3  (5

Regulatory assets and liabilities

   (1,611  —      (241  42    (253

Tax loss carryforward

   252    76    47    11    52  

Tax credit carryforward

   534    534    —      —      —    

Investment in CENG

   (541  (541  —      —      —    

Other, net

   804    67    154    122    26  
  

 

  

 

  

 

  

 

  

 

 

Deferred income tax liabilities (net)

  $(11,882 $(5,391 $(4,110 $(2,401 $(1,792

Unamortized investment tax credits

   (490  (454  (22  (3  (6
  

 

  

 

  

 

  

 

  

 

 

Total deferred income tax liabilities (net) and unamortized investment tax credits

  $(12,372 $(5,845 $(4,132 $(2,404 $(1,798
  

 

  

 

  

 

  

 

  

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

  As of December 31, 2015 
                          Predecessor 
  Exelon  Generation  ComEd  PECO  BGE  Pepco  DPL  ACE  PHI 

Plant basis differences

 $(13,393 $(4,269 $(4,424 $(2,901 $(1,821 $(1,599 $(915 $(791 $(3,342

Accrual based contracts

  (136  (136  —      —      —      —      —      —      —    

Derivatives and other financial instruments

  (203  (181  (4  —      —      —      —      —      (1

Deferred pension and postretirement obligation

  1,801    (371  (505  (9  (47  (95  (82  (20  (92

Nuclear decommissioning activities

  (592  (592  —      —      —      —      —      —      —    

Deferred debt refinancing costs

  133    48    (15  (1  (4  (8  (4  (3  (15

Regulatory assets and liabilities

  (1,706  —      (219  16    (264  (202  (91  (93  (414

Tax loss carryforward

  103    56    —      —      33    141    122    8    378  

Tax credit carryforward

  327    374    —      —      —      —      —      —      6  

Investment in CENG

  (595  (595  —      —      —      —      —      —      —    

Other, net

  1,112    425    270    105    27    42    29    18    103  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred income tax liabilities (net)

 $(13,149 $(5,241 $(4,897 $(2,790 $(2,076 $(1,721 $(941 $(881 $(3,377

Unamortized investment tax credits

  (622  (598  (17  (2  (5  (2  (4  (4  (15
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total deferred income tax liabilities (net) and unamortized investment tax credits

 $(13,771 $(5,839 $(4,914 $(2,792 $(2,081 $(1,723 $(945 $(885 $(3,392
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The following table provides the Registrants’ carryforwards and any corresponding valuation allowances as of December 31, 2014.2016.

 

                      Successor 
  Exelon Generation ComEd   PECO BGE   Exelon Generation ComEd   PECO   BGE Pepco DPL ACE PHI 

Federal

                   

Federal general business credits carryforward

   184(a)   184    —       —      —    

Federal net operating loss

  $282(a)  $11   $82    $—      $—     $44   $38   $18   $121  

Deferred taxes on Federal net operating loss

   99   4   29     —       —     15   13   6   42  

Federal general business credits carryforwards

   511(b)  509   1     —       1    —      —      —      —    

State

                   

State net operating losses and other credit carryforwards

   3,141(b)   1,693(c)   —       170(d)   730(e) 

State net operating losses and credit carryforwards

   3,501(c)   1,245(c)   —       —       425(d)   360(e)   639(f)   272(g)   1,522(h) 

Deferred taxes on state tax attributes (net)

   169    96    —       11    39     186   65    —       —       23   20   36   16   86  

Valuation allowance on state tax attributes

   50    48    —       —      1     20   9    —       —       1    —      —      —     10  

 

(a)Exelon’s federal net operating loss will begin expiring in 2032.
(b)Exelon’s federal general business credit carryforwards will expire beginningbegin expiring in 2032.2033.
(b)(c)Exelon’s and Generation’s state net operating losses and othercredit carryforwards, which are presented on a post-apportioned basis, will expire beginningbegin expiring in 20152017.
(c)(d)Generation’sBGE’s state net operating losses and otherloss carryforwards, which are presented on a post-apportioned basis, will expire beginningbegin expiring in 2015.
(d)PECO’s state net operating losses will expire beginning in 2031.2026.
(e)BGE’sPepco’s state net operating lossesloss carryforwards, which are presented on a post-apportioned basis, will expire beginningbegin expiring in 2026.2028.
(f)DPL’s state net operating loss carryforwards, which are presented on a post-apportioned basis, will begin expiring in 2023.
(g)ACE’s state net operating loss carryforwards, which are presented on a post-apportioned basis, will begin expiring in 2032.
(h)PHI’s state net operating loss carryforwards, which are presented on a post-apportioned basis, will begin expiring in 2023.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Tabular reconciliation of unrecognized tax benefits

The following table providestables provide a reconciliation of the Registrants’ unrecognized tax benefits as of December 31, 2014, 20132016, 2015 and 2012:2014:

 

   Exelon  Generation  ComEd  PECO   BGE 

Unrecognized tax benefits at January 1, 2014

  $2,175   $1,415   $324   $44    $—    

Increases based on tax positions related to 2014

   15    15    —      —       —    

Change to positions that only affect timing

   (255  33    (175  —       —    

Increases based on tax positions prior to 2014

   18    18    —      —       —    

Decreases based on tax positions prior to 2014

   (1  (2  —      —       —    

Decrease from settlements with taxing authorities

   (35  (34  —      —       —    

Decreases from expiration of statute of limitations

   (88  (88  —      —       —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Unrecognized tax benefits at December 31, 2014

  $1,829   $1,357   $149   $44    $—    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 
   Exelon  Generation  ComEd  PECO   BGE 

Unrecognized tax benefits at January 1, 2013

  $1,024   $876   $67   $44    $—    

Increases based on tax positions related to 2013

   19    19    —      —       —    

Change to positions that only affect timing

   649    36    257    —       —    

Increases based on tax positions prior to 2013

   493    493    —      —       —    

Decreases based on tax positions prior to 2013

   (6  (5  —      —       —    

Decreases from expiration of statute of limitations

   (4  (4  —      —       —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Unrecognized tax benefits at December 31, 2013

  $2,175   $1,415   $324   $44    $—    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 
                          Successor 
  Exelon  Generation  ComEd  PECO  BGE  Pepco  DPL  ACE  PHI 

Unrecognized tax benefits at January 1, 2016

 $1,078   $534   $142   $—     $120   $8   $3   $—     $22  

Merger balance transfer

  22    5    —      —      —      —      —      —      (5

Increases based on tax positions related to 2016

  108    10    —      —      —      21    16    22    59  

Change to positions that only affect timing

  (332  (12  (154  —      —      —      —      —      —    

Increases based on tax positions prior to 2016

  88    —      —      —      —      51    18    —      96  

Decreases based on tax positions prior to 2016

  (21  (20  —      —      —      —      —      —      —    

Decrease from settlements with taxing authorities

  (27  (27  —      —      —      —      —      —      —    

Decreases from expiration of statute of limitations

  —      —      —      —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Unrecognized tax benefits at December 31, 2016

 $916   $490   $(12 $—     $120   $80   $37   $22   $172  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

                          Predecessor 
  Exelon  Generation  ComEd  PECO  BGE  Pepco  DPL  ACE  PHI 

Unrecognized tax benefits at January 1, 2015

 $1,829   $1,357   $149   $44   $—     $—     $—     $—     $702  

Increases based on tax positions related to 2015

  108    —      —      —      106    —      —      —      —    

Change to positions that only affect timing

  (705  (659  (7  (44  —      —      —      —      (688

Increases based on tax positions prior to 2015

  79    65    —      —      14    8    3    —      11  

Decreases based on tax positions prior to 2015

  (116  (112  —      —      —      —      —      —      —    

Decrease from settlements with taxing authorities

  (31  (31  —      —      —      —      —      —      —    

Decreases from expiration of statute of limitations

  (86  (86  —      —      —      —      —      —      (3
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Unrecognized tax benefits at December 31, 2015

 $1,078   $534   $142   $—     $120   $8   $3   $—     $22  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

   Exelon  Generation  ComEd  PECO  BGE 

Unrecognized tax benefits at January 1, 2012

  $807   $683   $70   $48   $11  

Merger balance transfer

   195    183    —      —      —    

Increases based on tax positions related to 2012

   34    3    —      —      —    

Change to positions that only affect timing

   (88  (69  (3  (4  (11

Increases based on tax positions prior to 2012

   91    91    —      —      —    

Decreases based on tax positions prior to 2012

   (6  (6  —      —      —    

Decreases related to settlements with taxing authorities

   (2  (2  —      —      —    

Decreases from expiration of statute of limitations

   (7  (7  —      —      —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Unrecognized tax benefits at December 31, 2012

  $1,024   $876   $67   $44   $—    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
                          Predecessor 
  Exelon  Generation  ComEd  PECO  BGE  Pepco  DPL  ACE  PHI 

Unrecognized tax benefits at January 1, 2014

 $2,175   $1,415   $324   $44   $—     $45   $3   $3   $743  

Increases based on tax positions related to 2014

  15    15    —      —      —      —      —      —      —    

Change to positions that only affect timing

  (255  33    (175  —      —      (45  (3  (3  (41

Increases based on tax positions prior to 2014

  18    18    —      —      —      —      —      —      —    

Decreases based on tax positions prior to 2014

  (1  (2  —      —      —      —      —      —      —    

Decreases from settlements with taxing authorities

  (35  (34  —      —      —      —      —      —      —    

Decreases from expiration of statute of limitations

  (88  (88  —      —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Unrecognized tax benefits at December 31, 2014

 $1,829   $1,357   $149   $44   $—     $—     $—     $—     $702  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Included in Exelon’sExelon, Generation, and ComEd have $83 million, $7 million, and $(12) million of unrecognized tax benefits balance at December 31, 2014 and 2013 are approximately $1,129 million and $1,387 million, respectively, of tax positions2016 for which the ultimate tax benefit is highly certain, but for which there is uncertainty about the timing of such benefits.

Exelon, Generation, and ComEd had $415 million, $20 million, and $142 million of unrecognized tax benefits at December 31, 2015 for which the ultimate tax benefit is highly certain, but for which there is uncertainty about the timing of such benefits

Exelon, Generation, ComEd, PECO, and PHI had $1,122 million, $680 million, $149 million, $43 million, and $686 million of unrecognized tax benefits at December 31, 2014 for which the ultimate tax benefit is highly certain, but for which there is uncertainty about the timing of such benefits

The disallowance of such positions would not materially affect the annual effective tax rate but would accelerate the payment of cash to, or defer the receipt of the cash tax benefit from, the taxing authority to an earlier or later period respectively.

Unrecognized tax benefits that if recognized would affect the effective tax rate

Exelon, Generation, PHI, Pepco, ACE, and DPL have $633 million, $483 million, $93 million, $21 million, $22 million, and $16 million, respectively, of unrecognized tax benefits at December 31, 2016 that, if recognized, would decrease the effective tax rate. BGE, PHI, Pepco, and DPL have $120 million, $80 million, $59 million, and $21 million of unrecognized tax benefits at December 31, 2016 that, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate.

Exelon, Generation, and PHI had $538 million, $509 million, and $11 million, respectively, of unrecognized tax benefits at December 31, 2015 that, if recognized, would decrease the effective tax rate. BGE, PHI, Pepco, and DPL had $120 million, $11 million, $8 million, and $3 million of unrecognized tax benefits at December 31, 2015 that, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Exelon, Generation, and Generation havePHI had $701 million, $672 million, and $672$15 million, respectively, of unrecognized tax benefits at December 31, 2014 that, if recognized, would decrease the effective tax rate. Exelon and Generation had $788 million and $768 million, respectively, of unrecognized tax benefits at December 31, 2013 that, if recognized, would decrease the effective tax rate.

Reasonably possible that total amount of unrecognized tax benefits could significantly increase or decrease within 12 months after the reporting date

Nuclear Decommissioning Liabilities (Exelon and Generation)

AmerGen filed income tax refund claims taking the position that nuclear decommissioning liabilities assumed as part of its acquisition of nuclear power plants are taken into account in determining the tax basis in the assets it acquired. The additional basis results primarily in reduced capital gains or increased capital losses on the sale of assets in nonqualified decommissioning funds and increased tax depreciation and amortization deductions. The IRS disagrees with this position and has disallowed the claims. In November 2008, Generation received a final determination from the Appeals division of the IRS (IRS Appeals) disallowing AmerGen’s refund claims. Generation filed a complaint in the United States Court of Federal Claims on February 20, 2009 to contest this determination. During the first and second quarters of 2013, AmerGen and the DOJ completed and filed cross motions for summary judgment. On September 17, 2013, the Court granted the government’s motion denying AmerGen’s claims for refund. In the first quarter of 2014, Exelon filed an appeal of the decision to the United States Court of Appeals for the Federal Circuit and oral arguments were heard in January of 2015.

Due to the possibility of final resolution through an appellate decision, Generation continues to believe that it is reasonably possible that the $661 million of total unrecognized tax benefits will significantly decrease in the next twelve months.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Settlement of Income Tax Audits and Litigation

As of December 31, 2014,2016, Exelon, Generation, PHI, Pepco, ACE and GenerationDPL have approximately $188$146 million, $19 million, $59 million, $21 million, $22 million and $16 million, respectively, of unrecognized federal and state tax benefits that will decrease in the first quarter of 2017 due to the receipt in January of favorable IRS guidance as to whether certain business expenses should be capitalized or deducted. The recognition of these unrecognized tax benefits will decrease the effective tax rate in the first quarter of 2017.

As of December 31, 2016, Exelon, Generation, BGE, PHI, Pepco, and DPL have approximately $244 million, $44 million, $120 million, $80 million, $59 million, and $21 million, respectively, of unrecognized state tax benefits that could significantly increase or decrease within the 12 months after the reporting date as a result of completing audits, potential settlements, and expected statute of limitation expirationsexpirations. Of the above unrecognized tax benefits, Exelon and Generation have $44 million that, if recognized, would decrease the effective tax rate.

See Other Tax Matters—Like Kind Exchange section below for information regarding the amount of The unrecognized tax benefits associated with this matterbenefit related to BGE, Pepco, and DPL if recognized, may be included in future base rates and that could change significantly withinportion would have no impact to the next 12 months.effective tax rate.

Total amounts of interest and penalties recognized

The following table representstables represent the net interest and penalties receivable (payable), including interest and penalties related to tax positions reflected in the Registrants’ Consolidated Balance Sheets.

 

Net interest receivable (payable) as of

  Exelon  Generation  ComEd  PECO   BGE 

December 31, 2014

  $(310 $40   $(203 $3    $(1

December 31, 2013

   (349  (37  (174  3     —    

Net interest receivable (payable) as of

  Exelon  Generation   ComEd  PECO   BGE  Pepco   DPL   ACE 

December 31, 2016

  $(507 $46    $(384 $8    $(1 $1    $—      $1  

December 31, 2015

   (288  80     (210  3     (1  20     3     24  

Net penalties receivable (payable) as of

  Exelon  Generation   ComEd  PECO   BGE   Pepco   DPL   ACE 

December 31, 2016

  $(106 $—      $(86 $—      $—      $—      $—      $—    

December 31, 2015

   —      —       —      —       —       —       —       —    

   Successor       Predecessor 

PHI

  December 31,
2016
       December 31,
2015
 

Net interest receivable (payable)

  $2       $(34

Net penalties receivable (payable)

   —          —    

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The following table setstables set forth the net interest and penalty expense, including interest and penalties related to tax positions, recognized in interestInterest expense, (income)net and Other, net in otherOther income and deductions in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. The Registrants have not accrued any material penalties with respect to uncertain tax positions.

 

Net interest expense (income) for the years ended

  Exelon Generation ComEd PECO BGE  Exelon Generation ComEd PECO BGE Pepco DPL ACE 

December 31, 2016

 $165   $(13 $117   $—     $—     $6   $—     $(1

December 31, 2015

 (13 (31 7    —      —     (4  —      —    

December 31, 2014

  $(36 $(50 $6   $—     $1   (36 (50 6    —     1   (1  —     (1

December 31, 2013

   391    17    281    (1  —    

December 31, 2012

   (1  11    (20  (1  9  

 

Net penalty expense (income) for the years ended

 Exelon  Generation  ComEd  PECO  BGE  Pepco  DPL  ACE 

December 31, 2016

 $106   $—     $86   $—     $—     $—     $—     $—    

December 31, 2015

  —      —      —      —      —      —      —      —    

December 31, 2014

  —      —      —      —      —      —      —      —    

   Successor      Predecessor 

PHI

  March 24, 2016 to
December 31, 2016
      January 1, 2016 to
March 23, 2016
   December 31,
2015
  December 31,
2014
 

Net interest expense (income)

  $(2    $—      $(34 $—    

Net penalty expense (income)

   —         —       —      —    

Description of tax years that remain open to assessment by major jurisdiction

 

Taxpayer

  Open Years 

Exelon (and predecessors) and subsidiaries consolidated Federal income tax returns

   1999, 2001-20132001-2015  

ConstellationPHI Holdings and subsidiaries consolidated Federal income tax returns

   2011-March 20122013-2015  

Exelon and subsidiaries Illinois unitary income tax returns

   2007-20132010-2015  

Constellation combined New York corporate income tax returns

   2008-20132010-March 2012

Exelon combined New York corporate income tax returns

2011-2015  

Various separate company (excluding PECO) Pennsylvania corporate net income tax returns

   2010-20132011-2015  

BGEPECO Pennsylvania separate company returns

2010-2015

DPL Delaware separate company returns

Same as Federal

ACE New Jersey separate company returns

2012-2015

Various separate company Maryland corporate net income tax returns

   2011-2013Same as Federal  

Various Exelon MarylandWashington D.C. corporate net income tax returns

   2012-2013

Various Constellation (Non-BGE) Maryland corporate net income tax returns

2011-20132013-2015  

Other Tax Matters

Like-Kind Exchange

Exelon, through its ComEd subsidiary, took a position on its 1999 income tax return to defer approximately $1.2 billion of tax gain on the sale of ComEd’s fossil generating assets. The gain was

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

deferred by reinvesting a portion of the proceeds from the sale in qualifying replacement property under the like-kind exchange provisions of the IRC. The like-kind exchange replacement property purchased by Exelon included interests in three municipal-owned electric generation facilities which were properly leased back to the municipalities.

The IRS disagreed with this position and asserted that the entire gain of approximately $1.2 billion was taxable in 1999.

Exelon has beenwas unable to reach agreement with the IRS regarding the dispute over

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

the like kindlike-kind exchange position. The IRS has asserted that the Exelon purchase and leaseback transaction iswas substantially similar to a leasing transaction, known as a SILO, which the IRS does not respect as the acquisition of an ownership interest in property. A SILO is a “listed transaction” that the IRS has identified as a potentially abusive tax shelter under guidance issued in 2005. Accordingly, the IRS has asserted that the sale of the fossil plants followed by the purchase and leaseback of the municipal owned generation facilities doesdid not qualify as a like-kind exchange and the gain on the sale is fully subject to tax. The IRS has also asserted a penalty of approximately $90 million for a substantial understatement of tax.

Exelon disagrees with the IRS and continues to believe that its like-kind exchange transaction is not the same as or substantially similar to a SILO. Although Exelon has been and remains willing to settle the disagreement on terms commensurate with the hazards of litigation, Exelon does not believe a settlement is possible. Because Exelon believed, as of December 31, 2012, that it was more-likely-than-not that Exelon would prevail in litigation, Exelon and ComEd had no liability for unrecognized tax benefits with respect to the like-kind exchange position.

On January 9, 2013, the U.S. Court of Appeals for the Federal Circuit reversed the U.S. Court of Federal Claims and reached a decision for the government in Consolidated Edison v. United States. The Court disallowed Consolidated Edison’s deductions stemming from its participation in a LILO transaction that the IRS also has characterized as a tax shelter.

In accordance with applicable accounting standards, Exelon iswas required to assess whether it is wasmore-likely-than-not that it willto prevail in litigation. Exelon continues to believe that its transaction is not a SILO and that it has a strong case on the merits. However, inIn light of the Consolidated Edison decisionoutcome of another case involving a listed transaction and Exelon’s current determination that settlement iswas unlikely, Exelon has concluded that subsequent to December 31, 2012, it iswas no longermore-likely-than-not that its position willwould be sustained. As a result, in the first quarter of 2013 Exelon recorded anon-cash charge to earnings of approximately $265 million, which representsrepresented the amount of interest expense(after-tax) and incremental state income tax expense for periods through March 31, 2013, that would be payable in the event that Exelon is unsuccessful in litigation. Of this amount, approximately $170$172 million was recorded at ComEd. Exelon intendshas agreed to hold ComEd harmless from any unfavorable impacts of the after-tax interest amounts on ComEd’s equity.equity of theafter-tax interest or penalty amounts. As such,a result, ComEd recorded on its consolidated balance sheet as of March 31, 2013, a $172 million receivable andnon-cash equity contributions from Exelon. Exelon and ComEd will continue to accrue interestBased on the unpaid tax liabilities related to the uncertain tax position,applicable case law and the charges arising from future interest accruals are not expected to be material to the annual operating earnings of Exelon or ComEd. In addition, ComEd will continue to record non-cash equity contributions from Exelon in the amountfacts of the net after-tax interest charges attributable to ComEd in connection with the like-kind exchange position.transaction, Exelon continues todid not believe that it is unlikely that the IRS’s assertion of penalties will ultimatelywas likely a penalty would be sustained and thereforeassessed. Accordingly, no liabilitycharge was recorded for the penalty has been recorded.

asserted nor forCombined Notes to Consolidated Financial Statements—(Continued)after-tax

(Dollars in millions, except per share data unless otherwise noted)

interest that could be due on the asserted penalty.

On September 30, 2013, the IRS issued a notice of deficiency to Exelon for the like-kind exchange position. Exelon filed a petition on December 13, 2013 to initiate litigation in the United States Tax Court.Court and the trial took place in August of 2015. Exelon was not required to remit any part of the asserted tax or penalty in order to litigate the issue. The litigation could take three to five years including appeals, if necessary. Decisions in

On September 19, 2016, the Tax Court arerejected Exelon’s position in the case and ruled that Exelon was not controlledentitled to defer gain on the transaction. In addition, contrary to Exelon’s evaluation that the penalty was unwarranted, the Tax Court ruled that Exelon is liable for the penalty and interest due on the asserted penalty. In the second quarter of 2017, Exelon expects to timely appeal this decision to the U.S. Court of Appeals for the Seventh Circuit.

While it has strong arguments on appeal with respect to both the merits and the penalty, Exelon has determined that, pursuant to accounting standards, it is no longermore-likely-than-not to avoid the penalty. As a result, in the third quarter of 2016, Exelon and ComEd recorded a charge to earnings of approximately $106 million and $86 million, respectively, of penalty and approximately $94 million and $64 million, respectively, ofafter-tax interest. Exelon and ComEd recorded the penalty andpre-tax interest due on the asserted penalty to Other, net and Interest expense, net, respectively, on their Consolidated Statements of Operations. Consistent with Exelon’s agreement to continue to hold ComEd harmless from any unfavorable impact on its equity, ComEd recorded on its Consolidated Balance Sheets as of September 30, 2016, a $150 million receivable andnon-cash equity contributions from Exelon.

In order to appeal the decision, Exelon is required to pay the tax, penalty and interest at the time Exelon files its appeal (expected in the second quarter of 2017). While the final calculation of tax, penalty and interest has not yet been finalized by the Federal Circuit’s decisionIRS, Exelon estimates that a payment of

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in Consolidated Edison.millions, except per share data unless otherwise noted)

 

Inapproximately $1.4 billion related to the event of a fully successful IRS challenge to Exelon’s like-kind exchange position,will be due, including $300 million from ComEd, in the potentialsecond quarter of 2017. While Exelon will receive a tax benefit of $400 million associated with the deduction for the interest, Exelon expects to have a net operating loss carryforward and after-taxthus does not expect to realize the cash benefit until 2018. After taking into account these interest exclusive of penalties, that could become currently payable as of December 31, 2014 may be as much as $810 million,deduction tax benefits, the total estimated net cash outflow for the like-kind exchange is $1 billion, of which approximately $310$300 million would beis attributable to ComEd after giving consideration ofto Exelon’s agreement to hold ComEd harmless from any unfavorable impacts ofafter-tax interest or penalty amounts on ComEd’s equity. Upon a final appellate decision, which could take up to several years, Exelon expects to receive $80 million related to final interest computations.

Of the above amounts payable, Exelon deposited with the IRS approximately $1.25 billion in October of 2016. The remaining amount will be paid in the second quarter of 2017 at the time Exelon files its appeal of the Tax Court decision. Exelon funded the $1.25 billion deposit with a combination of cash on hand and short-term borrowings. The deposit is reflected as a current asset and the related liabilities for the tax, penalty, and interest are included on Exelon’s balance at Exelon. Litigation could take several years suchsheet as current obligations.

As of December 31, 2016, ComEd has a total receivable from Exelon pursuant to the hold harmless agreement of $345 million, which is included in Current Receivables from Affiliates on ComEd’s Consolidated Balance Sheet. Under the agreement, Exelon will settle this receivable with ComEd no later than the time that the estimated cash andpayments related to the like-kind exchange are due to the IRS, currently anticipated in the second quarter of 2017. Exelon will not seek recovery from ComEd customers for any interest impacts will increase by a material amount.or penalty amounts associated with the like-kind exchange tax position.

InAs previously disclosed, in the first quarter of 2014, Exelon entered into an agreement to terminate its investment in one of the three municipal-owned electric generation properties in exchange for a net early termination amount of $335 million. The termination resultedOn March 31, 2016, Exelon entered into an agreement to terminate its interests in a 2014 tax payment of approximately $285 million by Exelon, including approximately $155 million by ComEd representing the remaining gain deferred pursuanttwo municipal-owned electric generation properties in exchange for $360 million.

PHI Global Tax Settlement

On November 18, 2015, PHI entered into a settlement with the IRS and the DOJ (the Global Tax Settlement) to primarily provide for the like-kind exchange transaction. In the event of a fully successful IRS challenge to Exelon’s like-kind exchange position, Exelon will be required to pay the full amount of tax and after-tax interest discussed in the preceding paragraph but will ultimately be entitled to a refundresolution of the 2014 tax payment. See Note 8—Impairment of Long-Lived Assets for further details.

Accounting for Generation Repairs (Exelon and Generation)

On April 30, 2013, the IRS issued Revenue Procedure 2013-24 providing guidance for determining the appropriateuncertain tax treatment of costs incurred to repair electric generation assets. Generation will change its method of accounting for deducting repairs in accordance with this guidance beginning with its 2014 tax year. Generation has calculated that adoptionpreviously held cross-border energy lease investments involving public utility assets located outside of the new method willUnited States structured assale-in,lease-out, or SILO, transactions.

As a result in a cash tax detriment of approximately $120 million.

Accounting for Electric Transmission and Distribution Property Repairs (Exelon, Generation, ComEd, PECO and BGE)

On August 19, 2011, the IRS issued Revenue Procedure 2011-43 providing a safe harbor method of tax accounting for repair costs associated with electric transmission and distribution property. ComEd and PECO adopted the safe harborGlobal Tax Settlement in the Revenue Procedure forfourth quarter of 2015, PHIre-measured uncertain tax positions resulting in the 2011 and 2010recognition of a tax years, respectively. For the year ended December 31, 2011, the adoptionbenefit of the safe harbor resulted in a $35 million, reduction to income tax expense at PECO, while Generation incurred additional income tax expense in the amount of $28 million due to a decrease in its domestic production activities deduction, which was reflected in the effective income tax rate reconciliation in 2011 in the plant basis differences and domestic production activities deduction lines, respectively. For Exelon, the adoption had a minimal effect on consolidated earnings. In addition, the adoption of the safe harbor resulted in a cash tax benefit at Exelon, ComEd and PECO in the amount of approximately $300 million, $250 million, and $95 million, respectively, partially offset by a cash tax detriment at Generation in the amount of $28including $26 million related to a decreased domestic production activities deduction.

BGE adopted the safe harbor for the short period 2012 pre-mergercontinuing operations and $9 million related to discontinued operations. PHI also recorded an interest benefit, net of tax, year. For the year ended December 31, 2012, the adoption of the safe harbor resulted in$21 million. Pepco recorded a cash tax benefit at BGEof $6 million and interest benefit, net of tax, of $3 million. ACE and DPL recorded a tax expense of $3 million and $3 million, respectively.

Long-Term State Tax Apportionment (Exelon, Generation and PHI)

Exelon, Generation and PHI periodically review events that may significantly impact how income is apportioned among the states and, therefore, the calculation of their respective deferred state income taxes. Events that may require Exelon, Generation and PHI to update their long-term state tax apportionment include significant changes in the amount of $27 million.tax law and/or significant operational changes, such as

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

See Note 3—Regulatory Matters for discussion of the regulatory treatment prescribed in the 2010 electric distribution rate case settlement for PECO’s cash tax benefit resulting from the application of the method change to years prior to 2010.

Accounting for Gas Distribution Property Repairs (Exelon, PECO and BGE).

In September 2012, PECO filed an applicationmerger with the IRS to change its method of accounting for gas distribution repairs for the 2011 tax year. The change to the newly adopted method for the 2011 tax year and 2012 resulted in a tax benefit of $26 million at Exelon, of which $29 million in tax benefit is recorded at PECO, partially offset by an expense recorded at Generation to reflect a reduction in its domestic production activities deduction. BGE changed its method of accounting for gas distribution repairs for the 2008 tax year. The IRS is expected to issue industry guidance in the near future. Exelon, PECO and BGE will determine the financial statement impacts of the gas distribution repair costs accounting method changes after guidance is issued.

Accounting for Final Tangible Property Regulations (Exelon, Generation, ComEd, PECO, and BGE)

On September 19, 2013, the Treasury Department and the IRS published final regulations regarding the tax treatment of costs incurred to acquire, produce, or improve tangible property. The Registrants have assessed the financial impact of this guidance and do not expect it to have a material impact. Any changes in method of accounting required to conform to the final regulations will be made for the Registrant’s 2014 taxable year.

Long-Term State Tax Apportionment (Exelon and Generation)

PHI. As a result of the merger, with Constellation, Exelon and Generation re-evaluatedreevaluated their long-term state tax apportionment in the first quarter of 2012.for all states where they have state income tax obligations, which include Delaware, Illinois, Maryland, New Jersey, Pennsylvania, and Washington D.C., as well as other states. The total effect of revising the long-term state tax apportionment resulted in the recording of a deferred state tax asset of $72 million (net of Federal taxes) for Exelon. Of this, a benefit in the amount of $116$1 million and $14$6 million, (netnet of Federal taxes) was recordedtax, for Exelon and Generation, respectively, for the three months ended March 31, 2012.respectively. Further, Exelon and GenerationPHI recorded deferred state tax liabilities of $44$59 million and $14$8 million, (netnet of Federal taxes),tax, respectively, as part of purchase accounting during the three months ended March 31, 2012. The long-term state tax apportionment also was updated in the fourthfirst quarter of 2012, resulting in the recording of a deferred state tax benefit of $3 million (net of Federal taxes) for Exelon, and a deferred state tax expense of $7 million (net of Federal taxes) for Generation. There was no change to the long-term state tax apportionment for BGE, ComEd and PECO.

2016. The long-term state tax apportionment was revised in the fourth quarter of 20142016 pursuant to Exelon’s long-term state tax apportionment policy, resulting in the recording of a deferred state tax benefitexpense for Exelon and Generation of $28$8 million (netand $14 million, net of Federal taxes) and $40 million (net of Federal taxes), respectively. The amounts recorded for 2013 in accordance with the policy were immaterial.tax.

Allocation of Tax Benefits (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Generation, ComEd, PECO, BGE, PHI, Pepco, DPL, and BGEACE are all party to an agreement with Exelon and other subsidiaries of Exelon that provides for the allocation of consolidated tax liabilities and benefits (Tax Sharing Agreement). The Tax Sharing Agreement provides that each party is allocated an amount of tax similar to that which would be owed had the party been separately subject to tax. In addition, any

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

net benefit attributable to Exelon is reallocated to the other Registrants. That allocation is treated as a contribution to the capital of the party receiving the benefit. During 2016, Generation, PECO, and BGE recorded an allocation of Federal tax benefits from Exelon under the Tax Sharing Agreement of $94 million, $18 million, and $8 million respectively. ComEd did not record an allocation of Federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss. PHI, Pepco, DPL, and ACE did not record an allocation of Federal tax benefits from Exelon as they were not a part of Exelon’s 2015 consolidated tax return.

During 2015, Generation, PECO, and BGE recorded an allocation of Federal tax benefits from Exelon under the Tax Sharing Agreement of $57 million, $16 million, and $7 million respectively. ComEd did not record an allocation of Federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss.

During 2014, Generation and PECO recorded an allocation of Federal tax benefits from Exelon under the Tax Sharing Agreement of $55 million and $25 million, respectively. ComEd and BGE did not record an allocation of Federal tax benefits from Exelon under the Tax Sharing Agreement as a result of tax net operating losses.

During 2013, Generation and PECO recorded an allocation of Federal tax benefits from Exelon under the Tax Sharing Agreement of $26 million and $27 million, respectively. During 2013, ComEd and BGE did not record an allocation of Federal tax benefits from Exelon under the Tax Sharing Agreement as a result of ComEd’s and BGE’s tax net operating loss generated primarily by the bonus depreciation deduction allowed under the Tax Relief Act of 2010.

During 2012, Generation and PECO recorded an allocation of Federal tax benefits from Exelon under the Tax Sharing Agreement of $48 million and $9 million, respectively. During 2012, ComEd and BGE did not record an allocation of Federal tax benefits from Exelon under the Tax Sharing Agreement as a result of ComEd’s and BGE’s tax net operating loss generated primarily by the bonus depreciation deduction allowed under the Tax Relief Act of 2010.

ComEd received a non-cash contribution to equity from Exelon in 2012 of $11 million, related to tax benefits associated with capital projects constructed by ComEd on behalf of Exelon and Generation.

15.16. Asset Retirement Obligations (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Nuclear Decommissioning Asset Retirement Obligations

Generation has a legal obligation to decommission its nuclear power plants following the expiration of their operating licenses. To estimate its decommissioning obligation related to its nuclear generating stations for financial accounting and reporting purposes, Generation uses a probability-weighted, discounted cash flow model which, on aunit-by-unit basis, considers multiple outcome scenarios that include significant estimates and assumptions, and are based on decommissioning cost studies, cost escalation rates, probabilistic cash flow models and discount rates. Generation generally updates its ARO annually during the third quarter, unless circumstances warrant more frequent updates, based on its review of updated cost studies and its annual evaluation of cost escalation factors and probabilities assigned to various scenarios.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The following table provides a rollforward of the nuclear decommissioning ARO reflected on Exelon’s and Generation’s Consolidated Balance Sheets, from January 1, 20132015 to December 31, 2014:2016:

 

   Exelon and
Generation
 

Nuclear decommissioning ARO at January 1, 2013

  $4,741  

Accretion expense

   259  

Net decrease due to changes in, and timing of, estimated future cash flows

   (140

Costs incurred to decommission retired plants

   (5
  

 

 

 

Nuclear decommissioning ARO at December 31, 2013(a)

   4,855  

Consolidation of CENG(b)

   1,760  

Accretion expense

   334  

Net increase due to changes in, and timing of, estimated future cash flows

   19  

Costs incurred to decommission retired plants

   (7
  

 

 

 

Nuclear decommissioning ARO at December 31, 2014(a)

  $6,961  
  

 

 

 
   Exelon and
Generation
 

Nuclear decommissioning ARO at January 1, 2015

  $6,961  

Accretion expense

   387  

Net increase for changes in and timing of estimated future cash flows

   901  

Costs incurred related to decommissioning plants

   (3
  

 

 

 

Nuclear decommissioning ARO at December 31, 2015 (a)

   8,246  

Accretion expense

   436  

Net increase for changes in and timing of estimated future cash flows

   61  

Costs incurred related to decommissioning plants

   (9
  

 

 

 

Nuclear decommissioning ARO at December 31, 2016(a)

  $8,734  
  

 

 

 

 

(a)Includes $8$10 million and $9$7 million as the current portion of the ARO at December 31, 20142016 and 2013,2015, respectively, which is included in Other current liabilities on Exelon’s and Generation’s Consolidated Balance Sheets.
(b)Represents the fair value of the CENG ARO liability as of April 1, 2014, the date of consolidation. See Note 5—Investment in Constellation Energy Nuclear Group, LLC for additional information.

During 2014,2016, Generation’s total nuclear ARO increased by approximately $2.1 billion. $488 million, primarily reflectingyear-to-date accretion of the ARO liability of approximately $436 million due to the passage of time and impacts of ARO updates completed during 2016 to reflect changes in amounts and timing of estimated decommissioning cash flows.

The $61 million increase is largelyin the ARO during 2016 for changes in the amounts and timing of estimated decommissioning cash flows was driven by multiple adjustments throughout the recordingyear, some with offsetting impacts. These adjustments include increases of an ARO on Exelon’s and Generation’s Consolidated Balance Sheets at fair value, including subsequent purchase accounting adjustments, upon consolidation of CENG (see Note 5—Investment in Constellation Energy Nuclear Group, LLC ). The$288 million resulting from the change in the ARO was also driven by an increaseassumed DOE spent fuel acceptance date for accretion of the obligation and an increase in the estimated costsdisposal from 2025 to decommission Byron, Braidwood, and LaSalle nuclear units2030 as well as increases resulting from updates to the completioncost studies of updated decommissioning costs studies received during 2014 as part of the annual assessment.Oyster Creek, Zion, Calvert Cliffs, R.E. Ginna and Nine Mile Point. These increases in the ARO were partially offset by decreasesa decrease of $165 million resulting from changes to the decommissioning scenarios and their probabilities as well as reductions in the ARO due to a reduction in estimated cost escalation rates, primarily for labor, energy and energywaste burial costs. Most of the increase to the ARO resulting from the June 2, 2016, announcement to early retire Clinton and Quad Cities was reversed pursuant to the December 7, 2016, enactment of the Illinois FEJA. See Note 9—Early Nuclear Plant Retirements for additional information.

The increasefinancial statement impact related to changes in the ARO, on an individual unit basis, due to the changes in, and timing of, estimated cash flows was offsetprimarily resulted in a corresponding change in the unit’s ARC within Property, plant and equipment on Exelon’s and Generation’s Consolidated Balance Sheets, aside from an approximate $16Sheets. If the ARO decreases for a unit that does not have any remaining ARC, the corresponding change is recorded as a credit to income in Operating and maintenance expense within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. Approximately $89 million of the 2016 adjustment resulted in a credit to income, which is included in Operating and maintenance expense within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

During 2013,2015, Generation’s ARO increased by approximately $114 million.$1.3 billion. The increase is largelywas primarily driven by an increase of approximately $630 million for costs expected to be incurred for required site security during the decommissioning periods in which SNF remainson-site and until major reactor components and buildings have been dismantled and removed. This projected increase was based on emerging industry experience at nuclear sites in the estimated costsplanning or early stage of decommissioning indicating greater than originally expected numbers of security personnel required to decommission the Limerick and Three Mile Island nuclear units resulting from the completion of updated decommissioning costs studies received during 2013 and an increase for accretion of the obligation. These increases in the ARO were offset by decreases to the ARO due to changes in long-term escalation rates, primarily for labor and energy costs, as well as changes in the timing of the future nominal cash flows coupled with the fact that cash flows affected by this change in timing are re-measured and discounted at current credit adjusted risk free rates (CARFRs), which have increased from the prior year. The decrease in the ARO due to the changes in, and timing of, estimated cash flows was entirely offset by decreases in Property, plant and equipment within Exelon’s and Generation’s Consolidated Balance Sheets.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

be on site during these decommissioning periods. Generation will continue to monitor emerging security cost trends, including potential strategies to limit such costs by, for example, optimizing the transfer of SNF when DOE starts taking possession of SNF or increasing the use of dry SNF storage, and will adjust the ARO liability accordingly. The 2015 increase in the ARO included an increase of approximately $285 million for the impacts of a change implemented in the 2015 annual assessment of Generation’s SNF storage and disposal cost estimation methodology to better align the projected timing of SNF transfers to the DOE with assumed plant shutdown dates as well as higher assumed probabilities of early retirements of certain economically challenged nuclear plants (See Note 9—Early Nuclear Plant Retirements for additional information) and further accretion of the obligation. These increases were partially offset by reductions in estimated cost escalation rates, primarily for labor and energy costs.

Nuclear Decommissioning Trust Fund Investments

NDT funds have been established for each generating station unit to satisfy Generation’s nuclear decommissioning obligations. Generally, NDT funds established for a particular unit may not be used to fund the decommissioning obligations of any other unit.

The NDT funds associated with Generation’s nuclear units have been funded with amounts collected from the previous owners and their respective utility customers. PECO is authorized to collect funds, in revenues, for decommissioning the former PECO nuclear plants through regulated rates, and these collections are scheduled through the operating lives of the former PECO plants. The amounts collected from PECO customers are remitted to Generation and deposited into the NDT funds for the unit for which funds are collected. Every five years, PECO files a rate adjustment with the PAPUC that reflects PECO’s calculations of the estimated amount needed to decommission each of the former PECO units based on updated fund balances and estimated decommissioning costs. The rate adjustment is used to determine the amount collectible from PECO customers. The most recent rate adjustment occurred on January 1, 2013, and the effective rates currently yield annual collections of approximately $24 million. The next five-year adjustment is expected to be reflected in rates charged to PECO customers effective January 1, 2018. Aside from the former PECO units, Generation does not currently collect any amounts, nor is there any mechanism by which Generation can seek to collect additional amounts, from utility customers. Apart from the contributions made to the NDT funds from amounts previously collected from ComEd and currently collected from PECO customers, Generation has not made contributions to the NDT funds.

Any shortfall of funds necessary for decommissioning, determined for each generating station unit, is ultimately required to be funded by Generation, with the exception of a shortfall for the current decommissioning activities at Zion Station, where certain decommissioning activities have been transferred to a third-party (see Zion Station Decommissioning below) and the CENG units, where any shortfall is required to be funded by both Generation and EDF. Generation, through PECO, has recourse to collect additional amounts from PECO customers related to a shortfall of NDT funds for the former PECO units, subject to certain limitations and thresholds, as prescribed by an order from the PAPUC. Generally, PECO, and likewise Generation will not be allowed to collect amounts associated with the first $50 million of any shortfall of trust funds compared to decommissioning costs, as well as 5% of any additional shortfalls, on an aggregate basis for all former PECO units. The initial $50 million and up to 5% of any additional shortfalls would be borne by Generation. No recourse exists to collect additional amounts from utility customers for any of Generation’s other nuclear units. With respect to the former ComEd and PECO units, any funds remaining in the NDTs after all decommissioning has been completed are required to be refunded to ComEd’s or PECO’s customers, subject to certain limitations that allow sharing of excess funds with Generation related to the former PECO units. With

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

respect to Generation’s other nuclear units, Generation retains any funds remaining after decommissioning. However, in connection with CENG’s acquisition of the Nine Mile Point and Ginna plants and settlements with certain regulatory agencies, CENG is subject to certain conditions pertaining to nuclear decommissioning trust funds that, if met, could possibly result in obligations to make payments to certain third parties (clawbacks). For Nine Mile Point and Ginna, the clawback provisions are triggered only in the event that the required decommissioning activities are discontinued or not started or completed in a timely manner. In the event that the clawback provisions are triggered for Nine Mile Point, then, depending upon the triggering event, an amount equal to 50% of the total amount withdrawn from the funds fornon-decommissioning activities or 50% of any excess funds in the trust funds above the amounts required for decommissioning (including spent fuel management and decommissioning) is to be paid to the Nine Mile Point sellers. In the event that the clawback provisions

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

are triggered for Ginna, then an amount equal to any estimated cost savings realized by not completing any of the required decommissioning activities is to be paid to the Ginna sellers. Generation expects to comply with applicable regulations and timely commence and complete all required decommissioning activities.

At December 31, 2014,2016, and 2013,2015, Exelon and Generation had NDT fund investments totaling $10,537$11,061 million and $8,071$10,342 million, respectively. At December 31, 2014, approximately 52% of the funds were invested in equity securities and 48% were invested in fixed income securities. At December 31, 2013, approximately 48% of the funds were invested in equity securities and 52% were invested in fixed income securities. During 2012,For additional information related to the NDT fixed income portfolio completed its transition from solely core fixed incomefund investments, refer to a blendNote 12—Fair Value of Treasury Inflation Protected Securities (TIPS), investment-grade corporate creditFinancial Assets and middle market lending. There was no change in the equity investment strategy.

Liabilities.

The following table provides unrealized gains on NDT funds for 2014, 20132016, 2015 and 2012:2014:

 

   Exelon and Generation 
   For the Years Ended December 31, 
     2014       2013       2012   

Net unrealized gains on decommissioning trust funds—Regulatory Agreement Units (a)

  $180    $406    $386  

Net unrealized gains on decommissioning trust funds—Non-Regulatory Agreement Units (b)(c)

   134     146     105  
   Exelon and Generation 
   For the Years Ended December 31, 
       2016           2015          2014     

Net unrealized gains (losses) on decommissioning trust funds—Regulatory Agreement Units(a)

  $216    $(282 $180  

Net unrealized gains (losses) on decommissioning trustfunds—Non-Regulatory Agreement Units(b)(c)

   194     (197  134  

 

(a)Net unrealized gains (losses) related to Generation’s NDT funds associated with Regulatory Agreement Units are included in Regulatory liabilities on Exelon’s Consolidated Balance Sheets and Noncurrent payables to affiliates on Generation’s Consolidated Balance Sheets.
(b)Excludes $29$(1) million, $7 million and $73$29 million of net unrealized gains (losses) related to the Zion Station pledged assets in 2014, 20132016, 2015 and 2012,2014, respectively. Net unrealized gains related to Zion Station pledged assets are included in the Payable for Zion Station decommissioning on Exelon’s and Generation’s Consolidated Balance Sheets.
(c)Net unrealized gains (losses) related to Generation’s NDT funds withNon-Regulatory Agreement Units are included within Other, net in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

Interest and dividends on NDT fund investments are recognized when earned and are included in Other, net in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. Interest and dividends earned on the NDT fund investments for the Regulatory Agreement Units are eliminated within Other, net in Exelon’s and Generation’s Consolidated Statement of Operations and Comprehensive Income.

Accounting Implications of the Regulatory Agreements with ComEd and PECO. Based on the regulatory agreement with the ICC that dictates Generation’s obligations related to the shortfall or excess of NDT funds necessary for decommissioning the former ComEd units on aunit-by-unit basis, as long as funds held in the NDT funds are expected to exceed the total estimated decommissioning obligation, decommissioning-related activities, including realized and unrealized gains and losses on the NDT funds and accretion of the decommissioning obligation, are generally offset within Exelon’s

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

and Generation’s Consolidated Statements of Operations and Comprehensive Income. The offset of decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income results in an equal adjustment to the noncurrent payables to affiliates at Generation and an adjustment to the regulatory liabilities at Exelon. Likewise, ComEd has recorded an equal noncurrent affiliate receivable from Generation and corresponding regulatory liability. Should the expected value of the NDT fund for

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

any former ComEd unit fall below the amount of the expected decommissioning obligation for that unit, the accounting to offset decommissioning-related activities in the Consolidated Statement of Operations and Comprehensive Income for that unit would be discontinued, the decommissioning-related activities would be recognized in the Consolidated Statements of Operations and Comprehensive Income and the adverse impact to Exelon’s and Generation’s results of operations and financial position could be material. As of December 31, 2014,2016, the NDT funds of each of the former ComEd units, except for Zion (see Zion Station Decommissioning below), are expected to exceed the related decommissioning obligation for each of the units. For the purposes of making this determination, the decommissioning obligation referred to is different, as described below, from the calculation used in the NRC minimum funding obligation filings based on NRC guidelines.

Based on the regulatory agreement supported by the PAPUC that dictates Generation’s rights and obligations related to the shortfall or excess of trust funds necessary for decommissioning the former PECO units, regardless of whether the funds held in the NDT funds are expected to exceed or fall short of the total estimated decommissioning obligation, decommissioning-related activities are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. The offset of decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income results in an equal adjustment to the noncurrent payables to affiliates at Generation and an adjustment to the regulatory liabilities at Exelon. Likewise, PECO has recorded an equal noncurrent affiliate receivable from Generation and a corresponding regulatory liability. Any changes to the PECO regulatory agreements could impact Exelon’s and Generation’s ability to offset decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income, and the impact to Exelon’s and Generation’s results of operations and financial position could be material.

The decommissioning-related activities related to theNon-Regulatory Agreement Units are reflected in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

Refer to Note 3—Regulatory Matters and Note 25—27—Related Party Transactions for information regarding regulatory liabilities at ComEd and PECO and intercompany balances between Generation, ComEd and PECO reflecting the obligation to refund to customers any decommissioning-related assets in excess of the related decommissioning obligations.

Zion Station Decommissioning

On September 1, 2010, Generation completed an Asset Sale Agreement (ASA) with EnergySolutions Inc. and its wholly owned subsidiaries, EnergySolutions, LLC (EnergySolutions) and ZionSolutions under which ZionSolutions has assumed responsibility for decommissioning Zion Station, which is located in Zion, Illinois and ceased operation in 1998. Specifically, Generation transferred to ZionSolutions substantially all of the assets (other than land) associated with Zion Station, including assets held in related NDT funds. In consideration for Generation’s transfer of those assets, ZionSolutions assumed decommissioning and other liabilities, excluding the obligation to

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

dispose of SNF and decommission the SNF dry storage facility, associated with Zion Station. Pursuant to the ASA, ZionSolutions will periodically request reimbursement from the Zion Station-related NDT funds for costs incurred related to its decommissioning efforts at Zion Station. During 2013, EnergySolutions entered a definitive acquisition agreement and was acquired by another Company. Generation reviewed the acquisition as it relates to the ASA to decommission Zion Station. Based on that review, Generation determined that the acquisition will not adversely impact decommissioning activities under the ASA.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

ZionSolutions is subject to certain restrictions on its ability to request reimbursements from the Zion Station NDT funds as defined within the ASA. Therefore, the transfer of the Zion Station assets did not qualify for asset sale accounting treatment and, as a result, the related NDT funds were reclassified toPledged Pledged assets for Zion Station decommissioning within Generation’s and Exelon’s Consolidated Balance Sheets and will continue to be measured in the same manner as prior to the completion of the transaction. Additionally, the transferred ARO for decommissioning was replaced with a Payable for Zion Station decommissioning in Generation’s and Exelon’s Consolidated Balance Sheets. Changes in the value of the Zion Station NDT assets, net of applicable taxes, will be recorded as a change in the Payable to ZionSolutions. At no point will the payable to ZionSolutions exceed the project budget of the costs remaining to decommission Zion Station. Generation has retained its obligation for the SNF. Following ZionSolutions’ completion of its contractual obligations and transfer of the NRC license to Generation, Generation will store the SNF at Zion Station until it is transferred to the DOE for ultimate disposal, and will complete all remaining decommissioning activities associated with the SNF dry storage facility. Generation has a liability of approximately $86$111 million, which is included within the nuclear decommissioning ARO at December 31, 2014.2016. Generation also has retained NDT assets to fund its obligation to maintain the SNF at Zion Station until transfer to the DOE and to complete all remaining decommissioning activities for the SNF storage facility. Any shortage of funds necessary to maintain the SNF and decommission the SNF storage facility is ultimately required to be funded by Generation. Any Zion Station NDT funds remaining after the completion of all decommissioning activities will be returned to ComEd customers in accordance with the applicable orders. The following table provides the pledged assets and payables to ZionSolutions, and withdrawals by ZionSolutions at December 31, 20142016 and 2013:2015:

 

  Exelon and Generation   Exelon and Generation 
        2014               2013             2016           2015     

Carrying value of Zion Station pledged assets

  $319    $458    $113    $206  

Payable to Zion Solutions (a)

   292     414     104     189  

Current portion of payable to Zion Solutions (b)

   137     109     90     99  

Cumulative withdrawals by Zion Solutions to pay decommissioning costs(c)

   666     498     878     786  

 

(a)Excludes a liability recorded within Exelon’s and Generation’s Consolidated Balance Sheets related to the tax obligation on the unrealized activity associated with the Zion Station NDT Funds. The NDT Funds will be utilized to satisfy the tax obligations as gains and losses are realized.
(b)Included in Other current liabilities within Exelon’s and Generation’s Consolidated Balance Sheets.

(c)Includes project expenses to decommission Zion Station and estimated tax payments on Zion Station NDT fund earnings.

ZionSolutions leased the land associated with Zion Station from Generation pursuant to a Lease Agreement. Under the Lease Agreement, ZionSolutions has committed to complete the required decommissioning work according to an established schedule and constructed a dry cask storage facility on the land and has loaded the SNF from the SNF pools onto the dry cask storage facility at Zion Station. Rent payable under the Lease Agreement is $1.00 per year, although the Lease Agreement requires ZionSolutions to pay property taxes associated with Zion Station and penalty rents

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

may accrue if there are unexcused delays in the progress of decommissioning work at Zion Station or the construction of the dry cask SNF storage facility. To reduce the risk of default by ZionSolutions, EnergySolutions provided a $200 million letter of credit to be used to fund decommissioning costs in the event the NDT assets are insufficient. In accordance with the terms of the ASA, the letter of credit was reduced to $173 million in November 2016 due to the completion of key decommissioning milestones. EnergySolutions and its parent company have also provided a performance guarantee and EnergySolutions has entered into other agreements that will provide rights and remedies for Generation and the NRC in the case of other specified events of default, including a special purpose easement for disposal capacity at the EnergySolutions site in Clive, Utah, for all LLRW volume of Zion Station.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

NRC Minimum Funding Requirements

NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in specified minimum amounts to decommission the facility at the end of its life. The estimated decommissioning obligations as calculated using the NRC methodology differ from the ARO recorded on Generation’s and Exelon’s Consolidated Balance Sheets primarily due to differences in the type of costs included in the estimates, the basis for estimating such costs, and assumptions regarding the decommissioning alternatives to be used, potential license renewals, decommissioning cost escalation, and the growth rate in the NDT funds. Under NRC regulations, if the minimum funding requirements calculated under the NRC methodology are less than the future value of the NDT funds, also calculated under the NRC methodology, then the NRC requires either further funding or other financial guarantees.

Key assumptions used in the minimum funding calculation using the NRC methodology at December 31, 20142016 include: (1) consideration of costs only for the removal of radiological contamination at each unit; (2) the option on aunit-by-unit basis to use generic,non-site specific cost estimates; (3) consideration of only one decommissioning scenario for each unit; (4) the plants cease operation at the end of their current license lives (with no assumed license renewals for those units that have not already received renewals and with an assumedend-of-operations date of 2019 for Oyster Creek); (5) the assumption of current nominal dollar cost estimates that are neither escalated through the anticipated period of decommissioning, nor discounted using the CARFR; and (6) assumed annualafter-tax returns on the NDT funds of 2% (3% for the former PECO units, as specified by the PAPUC).

In contrast, the key criteria and assumptions used by Generation to determine the ARO and to forecast the target growth in the NDT funds at December 31, 20142016 include: (1) the use of site specific cost estimates that are updated at least once every five years; (2) the inclusion in the ARO estimate of all legally unavoidable costs required to decommission the unit (e.g., radiological decommissioning and full site restoration for certain units,on-site spent fuel maintenance and storage subsequent to ceasing operations and until DOE acceptance, and disposal of certainlow-level radioactive waste); (3) the consideration of multiple scenarios where decommissioning and site restoration activities, as applicable, are completed under threefour possible scenarios ranging from 10 to 70 years after the cessation of plant operations; (4) the assumption plants cease operating at theconsideration of multiple end of an extended license life (assuming 20-year license renewal extensions, except Oyster Creek with an assumed end-of-operations date of 2019);scenarios; (5) the measurement of the obligation at the present value of the future estimated costs and an annual average accretion of the ARO of approximately 5% through a period of approximately 30 years after the end of the extended lives of the units; and (6) an estimated targeted annualpre-tax return on the NDT funds of 6%5.3% to 6.3%5.9% (as compared to a historical5-year annual averagepre-tax return of approximately 9%8%).

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Generation is required to provide to the NRC a biennial report by unit (annually for units that have been retired or are within five years of the current approved license life), based on values as of December 31, addressing Generation’s ability to meet the NRC minimum funding levels. Depending on the value of the trust funds, Generation may be required to take steps, such as providing financial guarantees through letters of credit or parent company guarantees or makemaking additional contributions to the trusts, which could be significant, to ensure that the trusts are adequately funded and that NRC minimum funding requirements are met. As a result, Exelon’s and Generation’s cash flows and financial position may be significantly adversely affected.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

On April 1, 2013, Generation submitted its NRC-required biennial decommissioning funding status report as of December 31, 2012. As of December 31, 2012, Generation provided adequate funding assurance for all of its units, including Limerick Unit 1, where Generation had in place a $115 million parent guarantee to cover the NRC minimum funding assurance requirements. On October 2, 2013, the NRC issued summary findings from the NRC Staff’s review of the 2013 decommissioning funding status reports for all 104 operating reactors, including the Generation operating units. Based on that review, the NRC Staff determined that Generation provided decommissioning funding assurance under the NRC regulations for all of its operating units, including Limerick Unit 1. On March 26, 2014, in accordance with a NRC requirement with respect to units involved in a merger or acquisition, CENG submitted its NRC-required decommissioning funding status report as of December 31, 2013 and no additional financial assurance was required.

On March 31, 2014, Generation submitted its NRC required annual decommissioning funding report as of December 31, 2013 for reactors that have been shut down except for Zion Station which is included on a separate report to the NRC submitted by EnergySolutions (see Zion Station Decommissioning above). This submittal also included the required updated financial tests for the Limerick Unit 1 parent guarantee. There was no change to the amount of the parent guarantee, or the funding status of these reactors. Adequate decommissioning funding assurance is in place for all reactors owned by Generation. During 2014, the operating license for Limerick Unit 1 was extended by 20 years. As a result of this extension, and the subsequent funding assurance calculation performed by the NRC, it was found that the parent company guarantee was no longer required and thus the parent guarantee for Limerick Unit 1 will be cancelled effective March 13, 2015. See Note 3—Regulatory Matters for additional information regarding the operating license extension for Limerick Unit 1.

Generation will filefiled its next biennial decommissioning funding status report with the NRC on or before March 31, 2015. ThatThis report will reflectreflects the status of decommissioning funding assurance for all units as of December 31, 2014. Due to increased cost estimates received in the second half of 2014, Braidwood Unit 1, Braidwood Unit 2, and Byron Unit 2 dodid not have adequatemeet the NRC’s minimum funding assurance based on the most recent calculationscriteria as of December 31, 2014. NRC guidance provides licensees with two years or by the time of submitting the next biennial report (on or before March 31, 2017) to resolve funding assurance shortfalls. During this period,On February 4, 2016, Generation will monitor funding assurance and new developments, including the impact of a 20-year license renewal for Braidwood and Byron, to assess the status of funding assurance and to take steps, if necessary, to address any funding shortfall on these funds on or before March 31, 2017.

On January 31, 2013, Generation received a letter from the NRC indicating that the NRC has identified potential “apparent violations” of its regulations because of alleged inaccuracies in the Decommissioning Funding Status reports for 2005, 2006, 2007, and 2009. The NRC asserted that Generation’s status reports deliberately reflected cost estimates for decommissioning its nuclear plants that were less than what the NRC says are the minimum amounts required by NRC regulations. The January 31, 2013 letter from the NRC does not take issue with Generation’s current funding status, and as reflected in Generation’s April 1, 2013submitted an updated decommissioning funding status report referenced above, Generation continues to providewith the NRC for Braidwood Units 1 and 2, and Byron Unit 2. This report reflected the approved license renewals for these units, and showed adequate decommissioning funding assurance for each of the three units.

On March 31, 2016, Generation submitted its units. NRC required annual decommissioning funding status report as of December 31, 2015 for reactors that have been shut down or are within five years of shut down (Dresden Unit 1, Oyster Creek, Zion and Peach Bottom Unit 1), except for Zion Station which is included in a separate report to the NRC submitted by EnergySolutions (see Zion Station Decommissioning above). The status report demonstrated adequate decommissioning funding assurance for all these units except for Peach Bottom Unit 1. As a former PECO plant, financial assurance for decommissioning Peach Bottom Unit 1 is provided by the NDT fund in addition to collections from PECO ratepayers. As discussed under Nuclear Decommissioning Trust Fund Investments above, the amount collected from PECO ratepayers will be adjusted in the next filing to the PAPUC with new rates effective January 1, 2018.

Generation metwill file its next decommissioning funding status report with the NRC on April 30, 2013 for a pre-decisional enforcement conference to provide additional information to explain why Generation believes that it complied withby March 31, 2017. This report will reflect the regulatory requirements and did not deliberately or otherwise provide incomplete or inaccurate information in itsstatus of decommissioning funding status reports. On May 1, 2014, the NRC issued its final determination. Although the NRC determined that these historical status reports did not provide complete and accurate information, the

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

violationassurance as of the regulatory requirements was not a deliberate violation. The NRC noted the low safety significance and Generation’s corrective actions to satisfy the NRC Staff’s expectations and issued a Severity Level IV violation, with no monetary penalty. A Severity Level IV violation is the lowest level of violation.

In addition, on June 24, 2013, Exelon received a subpoena from the SEC requesting that Exelon provide the SEC with certain documents generally relating to Exelon and Generation’s reporting and funding of the future decommissioning of Generation’s nuclear power plants. Exelon and Generation have cooperated with the SEC and provided the requested documents. On February 13, 2014, Exelon received a letter from the SEC confirming that it had concluded its investigation and that no further action was anticipated based on information provided by Exelon.

December 31, 2016.

As the future values of trust funds change due to market conditions, the NRC minimum funding status of Generation’s units will change. In addition, if changes occur to the regulatory agreement with the PAPUC that currently allows amounts to be collected from PECO customers for decommissioning the former PECO units, the NRC minimum funding status of those plants could change at subsequent NRC filing dates.

Non-Nuclear Asset Retirement Obligations (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

Generation has AROs for plant closure costs associated with its fossil and renewable generating facilities, including asbestos abatement, removal of certain storage tanks, restoring leased land to the condition it was in prior to construction of renewable generating stations and other decommissioning-related activities. ComEd, PECOPHI and BGEthe Utility Registrants have AROs primarily associated with the abatement and disposal of equipment and buildings contaminated with asbestos and PCBs. See Note 1—Significant Accounting Policies for additional information on the Registrants’ accounting policy for AROs.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The following table provides a rollforward of thenon-nuclear AROs reflected on the Registrants’ Consolidated Balance Sheets from January 1, 20132015 to December 31, 2014:2016:

 

   Exelon  Generation  ComEd  PECO  BGE 

Non-nuclear AROs at January 1, 2013

  $343   $207   $99   $29   $8  

Net increase (decrease) due to changes in, and timing of, estimated future cash flows (a)

   1    (11  —      —      12  

Development projects(b)

   2    2    —      —      —    

Accretion expense (c)

   18    13    4    1    —    

Payments

   (13  (10  (2  —      (1
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-nuclear AROs at December 31, 2013(d)

   351    201    101    30    19  

Net increase (decrease) due to changes in, and timing of, estimated future cash flows (a)

   (1  (2  2    —      (1

Development projects(b)

   11    11    —      —      —    

Accretion expense (c)

   15    11    3    1    —    

Liabilities held for sale(e)

   (4  (4  —      —      —    

Sale of generating assets(f)

   (20  (20  —      —      —    

Payments

   (6  (3  (2  (1  —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-nuclear AROs at December 31, 2014(d)

  $346   $194   $104   $30   $18  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
                 Successor          
  Exelon  Generation  ComEd  PECO  BGE  PHI(f)  Pepco  DPL  ACE 

Non-nuclear AROs at

January 1, 2015

 $346   $194   $104   $30   $18   $—     $—     $—     $—    

Net (decrease) increase due to changes in, and timing of, estimated future cash flows (a)

  (10  (12  6    (4  —      —      —      —      —    

Development projects (b)

  10    10    —      —      —      —      —      —      —    

Accretion expense(c)

  16    10    5    1    —      —      —      —      —    

Sale of generating assets (d)

  (2  (2  —      —      —      —      —      —      —    

Payments

  (5  (3  (2  —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-nuclear AROs at December 31, 2015 (e)

  355    197    113    27    18    —      —      —      —    

Merger with PHI(g)

  8    1    —      —      —      —      —      —      —    

Net increase (decrease) due to changes in, and timing of, estimated future cash flows (a)

  34    8    4    1    7    14    2    9    3  

Development projects (b)

  11    11    —      —      —      —      —      —      —    

Accretion expense (c)

  18    10    7    1    —      —      —      —      —    

Sale of generating assets (d)

  (22  (22  —      —      —      —      —      —      —    

Payments

  (11  (6  (3  (1  (1  —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-nuclear AROs at December 31, 2016 (e)

 $393   $199   $121   $28   $24   $14   $2   $9   $3  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   Predecessor 
   PHI (f) 

Non-nuclear AROs at January 1, 2015

  $7  

Accretion expense (c)

   1  
  

 

 

 

Non-nuclear AROs at December 31, 2015

  $8  
  

 

 

 

Non-nuclear AROs at March 23, 2016

  $8  
  

 

 

 

 

(a)During the year ended December 31, 2014,2016, Generation recorded a decrease of $(2) million and ComEd recorded an increase of $1 million in Operating and maintenance expense. PECO, and BGE did not record any adjustments in Operating and maintenance expense for the year ended December 31, 2014. During the year ended December 31, 2013, Generation recorded an increase in Operating and maintenance expense of $13 million. ComEd, PECO and BGE did not record any adjustments in Operating and maintenance expense for the year ended December 31, 2013.2016. During the year ended December 31, 2015, Generation recorded a decrease of $(2) million in Operating and maintenance expense. ComEd, PECO and BGE did not record any adjustments in Operating and maintenance expense for the year ended December 31, 2015.
(b)Relates to new AROs recorded due to the construction of solar, wind and othernon-nuclear generating sites.
(c)For ComEd, PECO, and BGE, the majority of the accretion is recorded as an increase to a regulatory asset due to the associated regulatory treatment.
(d)DuringReflects a reduction to the year ended December 31, 2014, Generation, ComEd, PECOARO resulting primarily from the sales of the New Boston generating site and BGE recordedUpstream business in 2016 and Schuylkill generating station in 2015. See Note 4—Mergers, Acquisitions, and Dispositions for further information.
(e)Excludes $1 million, $1 million, $1$2 million and $1$3 million respectively, as the current portion of the ARO. DuringARO at December 31, 20132016 for Generation, ComEd PECO and BGE, recorded $0respectively. Excludes $5 million, $2 million and $1 million and $0 million, respectively, as the current portion of the ARO.ARO at December 31, 2015 for Generation, ComEd and BGE, respectively. This is included in Other current liabilities on the Registrants’ respective Consolidated Balance Sheets.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

(e)(f)RepresentsFor PHI, the successor period includes activity for the period of March 24, 2016 through December 31, 2016. The PHI predecessor periods include activity for the year ended December 31, 2015 and the period January 1, 2016 through March 23, 2016.
(g)Following the completion of the PHI merger on March 23, 2016, PHI’s AROs related to generating stations classified as held for sale as of December 31, 2014. See Note 4—Mergers, Acquisitions,its unregulated business interests were transferred to Exelon and Dispositions for further information.
(f)Reflects a reduction to the ARO resulting primarily from the sales of the Keystone and Conemaugh generating stations. See Note 4—Mergers, Acquisitions, and Dispositions for further information.Generation.

16.17. Retirement Benefits (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

As of December 31, 2014,2016, Exelon sponsored defined benefit pension plans and other postretirement benefit plans for essentially all Generation, ComEd, PECO, BGEemployees.

Effective March 23, 2016, Exelon became the sponsor of all of PHI’s defined benefit pension and BSC employees. other postretirement benefit plans, and assumed PHI’s benefit plan obligations and related assets. As a result, PHI’s benefit plan net obligation and related regulatory assets were transferred to Exelon and remeasured at the merger date using current assumptions, including discount rates.

The table below shows the pension and other postretirement benefit plans in which employees of each operating company participated at December 31, 2014.

On April 1, 2014, as a result of the consolidation of CENG into Generation, the obligations associated with CENG’s pension and other postretirement plans are reflected in the disclosures below based on an April 1, 2014 valuation adjusted for subsequent activity. Exelon assumed sponsorship of the CENG pension and other postretirement benefit plans in the third quarter of 2014 when the employees transferred to Exelon. CENG will fund the underfunded balances of the pension and other postretirement benefit plans measured at July 14, 2014 on an agreed payment schedule or upon the occurrence of certain specified events, such as EDF’s disposition of a majority of its interest in CENG. Payments received from CENG related to the funded plans will be contributed to the appropriate benefit trusts.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)2016.

 

   Operating Company (e)

Name of Plan:

  Generation ComEd PECO BGE BSCPHIPepcoDPLACE

Qualified Pension Plans:

      

Exelon Corporation Retirement
Program
(a)

 X  X X  X XXX

Exelon Corporation Cash Balance Pension Plan (a)

 X  X X  X XXX

Exelon Corporation Pension Plan for Bargaining Unit Employees (a)

 X  X     X

Exelon New England Union Employees Pension Plan (a)

 X    

Exelon Employee Pension Plan for Clinton, TMI and Oyster Creek (a)

 X  X  XX  X

Pension Plan of Constellation Energy Group, Inc. (b)

 X  X X  X XXX

Pension Plan of Constellation Energy Nuclear Group, LLC (c)

 X     X  X

Nine Mile Point Pension Plan (c)

 X    

Nine Mile Point Pension Plan (c)

 XX

Constellation Mystic Power, LLC Union Employees Pension Plan Including Plan A and Plan B (b)

 X    

Pepco Holdings LLC Retirement Plan (d)

XXXXX

Non-Qualified Pension Plans:

      

Exelon Corporation Supplemental Pension Benefit Plan and 2000 Excess Benefit Plan (a)

 X  X X   XX

Exelon Corporation Supplemental Management Retirement Plan (a)

 X  X X  X XXX

Constellation Energy Group, Inc. Senior Executive Supplemental Plan (b)

 X     X  X

Constellation Energy Group, Inc. Supplemental Pension Plan (b)

 X     X  X

Constellation Energy Group, Inc. Benefits Restoration Plan (b)

 X   X  XX

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Operating Company (e)

Name of Plan:

GenerationComEdPECOBGEBSCPHIPepcoDPLACE

Constellation Energy Nuclear Plan, LLC Executive Retirement Plan (c)

 X     X

Constellation Energy Nuclear Plan, LLC Benefits Restoration Plan (c)

 X     X

Baltimore Gas & Electric Company Executive Benefit Plan (b)

 X     X  X

Baltimore Gas & Electric Company Manager Benefit Plan (b)

 X   X  X
XX

Pepco Holdings LLC 2011 Supplemental Executive Retirement Plan (d)

XXXXX

Conectiv Supplemental Executive Retirement Plan (d)

XXXX

Pepco Holdings LLC Combined Executive Retirement Plan(d)

XXX

Atlantic City Electric Director Retirement Plan(d)

X

Other Postretirement Benefit Plans:

      

PECO Energy Company Retiree
Medical Plan
(a)

 X  X X  XX

Exelon Corporation Health Care Program (a)

 X  X X  X

Exelon Corporation Health Care
Program (a)

XXXXX

Exelon Corporation Employees’ Life Insurance Plan (a)

 X  X X  X XXX

Exelon Corporation Health Reimbursement Arrangement Plan (a)

XXXXX

Constellation Energy Group, Inc. Retiree Medical Plan (b)

 X  X X  X XXX

Constellation Energy Group, Inc. Retiree Dental Plan (b)

 X     X  X

Constellation Energy Group, Inc. Employee Life Insurance Plan and Family Life Insurance Plan (b)

 X  X X  X XXX

Constellation Mystic Power, LLC Post-Employment Medical Account Savings Plan (b)

 X    

Exelon New England Union Post-Employment Medical Savings Account Plan (a)

 X    

Retiree Medical Plan of Constellation Energy Nuclear Group LLC (c)

 X     X  X

Retiree Dental Plan of Constellation Energy Nuclear Group LLC (c)

 X     X  X

Nine Mile Point Nuclear Station, LLC Medical Care and Prescription Drug Plan for Retired Employees (c)

 X     X

Pepco Holdings LLC Welfare Plan for Retirees (d)

XXXXX

 

(a)These plans are collectively referred to as the Legacylegacy Exelon plans.
(b)These plans are collectively referred to as the Legacylegacy Constellation Energy Group (CEG) Plans.
(c)These plans are collectively referred to as the Legacylegacy CENG plans.
(d)These plans are collectively referred to as the legacy PHI plans.
(e)Employees generally remain in their legacy benefit plans when transferring between operating companies.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Exelon’s traditional and cash balance pension plans are intended to betax-qualified defined benefit plans. Substantially allnon-union employees and electing union employees hired on or after January 1, 2001 participate in cash balance pension plans. Effective January 1, 2009, substantially all newly-hired union-represented employees participate in cash balance pension plans. Exelon has elected that the trusts underlying these plans be treated as qualified trusts under the IRC as qualified trusts.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

Exelon recognizes the overfunded or underfunded status of defined benefit pension and OPEB plans as an asset or liability on its balance sheet, with offsetting entries to Accumulated other comprehensive income (AOCI)AOCI and regulatory assets (liabilities), in accordance with the applicable authoritative guidance. The measurement date for the plans is December 31.

During the first quarter of 2014,2016, Exelon received an updated valuation of its legacy Exelon, CEG and CENG pension and other postretirement benefit obligations to reflect actual census data as of January 1, 2014.2016. This valuation resulted in an increase to the pension obligation of $35 million and an increasea decrease to the other postretirement benefit obligation of $12$8 million. Additionally, Accumulatedaccumulated other comprehensive loss (AOCL) increased by approximately $12$2 million (after tax), regulatory assets increased by approximately $34$27 million, and regulatory liabilities increased by approximately $5$3 million. During

The legacy PHI pension and other postretirement benefit plans were initially remeasured on February 29, 2016 as a result of the short time between the merger close and the end of the first quarter of 2016, using current assumptions, including the discount rate. Exelon updated these amounts in the second quarter of 2014, Exelon received an updated valuation for the remainder of its pension and other postretirement obligations2016 to reflect actual census data as of January 1, 2014. This valuation resulted in an increase to the pension obligation of $13 million and an increase to the other postretirement benefit obligation of $3 million. Additionally, AOCL increased by approximately $1 million (after tax) and regulatory assets increased by approximately $15 million.

In April 2014, Exelon announced plan design changes for certain other postretirement benefit plans, which required an interim remeasurement of the benefit obligation for those plans using assumptions as of April 30, 2014, including updated discount rates and asset values. The remeasurement resultedat March 31, 2016 resulting in a decrease$25 million reduction in the net obligation.

Combined Notes to Exelon’s non-pension postretirement benefit obligations, regulatory assets, and AOCL of approximately $790 million, $240 million, and $259 million (after tax), respectively, and an increaseConsolidated Financial Statements—(Continued)

(Dollars in regulatory liabilities of approximately $125 million.millions, except per share data unless otherwise noted)

 

The following table providestables provide a rollforward of the changes in the benefit obligations and plan assets for the most recent two years for all plans combined:

 

  Pension Benefits Other
Postretirement Benefits
   Pension Benefits Other
Postretirement Benefits
 
  2014 2013     2014         2013     

Exelon

  2016(b)     2015     2016(b)     2015     

Change in benefit obligation:

          

Net benefit obligation at beginning of year

  $15,459   $16,800   $4,451   $4,820    $17,753   $18,256   $3,938   $4,197  

Service cost

   293    317    117    162     354   326   107   119  

Interest cost

   749    650    186    194     830   710   185   167  

Plan participants’ contributions

   —      —      42    34     —      —     54   42  

Actuarial loss (gain)

   2,095    (1,363  502    (551

Actuarial (gain) loss

   567   (582 (136 (341

Plan amendments

   —      1    (1,012  15     (60  —      —     (23

Acquisitions/divestitures (a)

   594    —      142    —       2,667    —     589    —    

Curtailments

   (8  —      —      —    

Settlements

   (30  (69  —      —       —     (34  —      —    

Gross benefits paid

   (896  (877  (231  (223   (1,051 (923 (280 (223
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net benefit obligation at end of year

  $18,256   $15,459   $4,197   $4,451    $21,060   $17,753   $4,457   $3,938  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
  Pension Benefits Other
Postretirement Benefits
 

Exelon

  2016(b) 2015 2016(b) 2015 

Change in plan assets:

     

Fair value of net plan assets at beginning of year

  $14,347   $14,874   $2,293   $2,430  

Actual return on plan assets

   1,061   (32 128   4  

Employer contributions

   347   462   50   40  

Plan participants’ contributions

   —      —     54   42  

Gross benefits paid

   (1,051 (923 (280 (223

Acquisitions/divestitures (a)

   2,087    —     333    —    

Settlements

   —     (34  —      —    
  

 

  

 

  

 

  

 

 

Fair value of net plan assets at end of year

  $16,791   $14,347   $2,578   $2,293  
  

 

  

 

  

 

  

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

   Pension Benefits  Other
Postretirement Benefits
 
   2014  2013      2014          2013     

Change in plan assets:

     

Fair value of net plan assets at beginning of year

  $13,571   $13,357   $2,238   $2,135  

Actual return on plan assets

   1,443    821    90    209  

Employer contributions

   332    339    291    83  

Plan participants’ contributions

   —      —      42    34  

Benefits paid

   (896  (877  (231  (223

Acquisitions/divestitures (a)

   454    —      —      —    

Settlements

   (30  (69  —      —    
  

 

 

  

 

 

  

 

 

  

 

 

 

Fair value of net plan assets at end of year

  $14,874   $13,571   $2,430   $2,238  
  

 

 

  

 

 

  

 

 

  

 

 

 
   Predecessor 
   Pension Benefits  Other
Postretirement Benefits
 

PHI

  January 1,
2016 to
March 23,
2016
    2015    January 1,
2016 to
March 23,
2016
    2015   

Change in benefit obligation:

     

Net benefit obligation at beginning of the period

  $2,490   $2,638   $563   $632  

Service cost

   12    57    1    7  

Interest cost

   26    109    6    24  

Actuarial (gain) loss

   (30  (151  (5  (61

Gross benefits paid

   (2  (163  (1  (39
  

 

 

  

 

 

  

 

 

  

 

 

 

Net benefit obligation at end of the period

  $2,496   $2,490   $564   $563  
  

 

 

  

 

 

  

 

 

  

 

 

 

   Predecessor 
   Pension Benefits  Other
Postretirement Benefits
 

PHI

  January 1,
2016 to
March 23,
2016
      2015      January 1,
2016 to
March 23,
2016
      2015     

Change in plan assets:

     

Fair value of net plan assets at beginning of the period

  $2,018   $2,236   $348   $367  

Actual return on plan assets

   —      (61  —      1  

Employer and plan participant contributions

   4    6    1    5  

Gross benefits paid by plan

   (2  (163  (1  (25
  

 

 

  

 

 

  

 

 

  

 

 

 

Fair value of net plan assets at end of the period

  $2,020   $2,018   $348   $348  
  

 

 

  

 

 

  

 

 

  

 

 

 

 

(a)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result,Effective March 23, 2016, Exelon became athe sponsor of CENG’sPHI’s defined benefit pension and OPEB plans effective July 14, 2014. See Note 5—Investment in Constellation Energy Nuclear Group, LLCother postretirement benefit plans.
(b)2016 amounts include PHI for further information.the period of March 24, 2016 through December 31, 2016.

Exelon presents itsand PHI present their benefit obligations and plan assets net on itstheir balance sheet within the following line items:

 

  Pension Benefits   Other
Postretirement Benefits
   Pension Benefits   Other
Postretirement Benefits
 
  2014   2013       2014           2013     

Exelon

  2016(a)       2015       2016(a)       2015     

Other current liabilities

  $16    $12    $25    $23    $21    $21    $31    $27  

Pension obligations

   3,366     1,876     —       —       4,248     3,385     —       —    

Non-pension postretirement benefit obligations

   —       —       1,742     2,190     —       —       1,848     1,618  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Unfunded status (net benefit obligation less net plan assets)

  $3,382    $1,888    $1,767    $2,213  

Unfunded status (net benefit obligation less plan assets)

  $4,269    $3,406    $1,879    $1,645  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

   Pension
Benefits
   Other
Postretirement Benefits
 
   Predecessor   Predecessor 

PHI

  2015   2015 

Other current liabilities

  $6    $—    

Pension obligations

   466     —    

Non-pension postretirement benefit obligations

   —       215  
  

 

 

   

 

 

 

Unfunded status (net benefit obligation less plan assets)

  $472    $215  
  

 

 

   

 

 

 

(a)Effective March 23, 2016, Exelon became the sponsor of PHI’s defined benefit pension and other postretirement benefit plans, and assumed PHI’s benefit plan obligations and related assets.

The funded status of the pension and other postretirement benefit obligations refers to the difference between plan assets and estimated obligations of the plan. The funded status changes over time due to several factors, including contribution levels, assumed discount rates and actual returns on plan assets.

The following tables provide the projected benefit obligations (PBO), accumulated benefit obligation (ABO), and fair value of plan assets for all pension plans with a PBO or ABO in excess of plan assets.

 

PBO in excess of plan assets

          Predecessor 
  PBO in
excess of plan assets
   Exelon   PHI 
        2014               2013         2016   2015   2015 

Projected benefit obligation

  $18,256    $15,452    $21,060    $17,753    $2,490  

Fair value of net plan assets

   14,874     13,564     16,791     14,347     2,018  

 

   ABO in
excess of plan assets
 
         2014               2013       

Projected benefit obligation

  $18,256    $15,452  

Accumulated benefit obligation

   17,191     14,552  

Fair value of net plan assets

   14,874     13,564  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

ABO in excess of plan assets

          Predecessor 
   Exelon   PHI 
   2016   2015   2015 

Projected benefit obligation

  $21,060    $17,753    $2,490  

Accumulated benefit obligation

   19,930     16,792     2,275  

Fair value of net plan assets

   16,791     14,347     2,018  

On a PBO basis, the Exelon plans were funded at 80% and 81% at December 31, 2016 and December 31, 2015, respectively, and the PHI plans were funded at 81% at December 31, 2014 compared to 88% at December 31, 2013.2015. On an ABO basis, the Exelon plans were funded at 87%84% and 85% at December 31, 2014 compared to 93%2016 and December 31, 2015, respectively, and the PHI plans were funded at 89% at December 31, 2013.2015. The ABO differs from the PBO in that the ABO includes no assumption about future compensation levels.

Components of Net Periodic Benefit Costs

The majority of the 20142016 pension benefit cost for Exelon-sponsoredthe legacy Exelon, CEG and CENG plans is calculated using an expected long-term rate of return on plan assets of 7.00% and a discount rate of 4.80%4.29%. Certain of the pension plans were remeasured as of October 31, 2014 using an expected long-term rate of return on plan assets of 7.00% and a discount rate of 3.95%. Costs incurred during the year ended December 31, 2014 reflect the impact of this remeasurement. The majority of the 20142016 other postretirement benefit cost is calculated using an expected long-term rate of return on plan assets of 6.59% for funded plans and a discount rate of 4.90% for all plans. Certain of the other postretirement benefit plans were remeasured as of April 30, 2014 using an expected long-term rate of return on plan assets of 6.59% and a discount rate of 4.30%. Costs for December 31, 2014 reflect the impact of this remeasurement.

On July 14, 2014 Exelon became the sponsor of the pension and other postretirement plans formerly sponsored by CENG. The components of cost for the CENG plans are included in the table below for the period from April 1, 2014 to December 31, 2014,legacy Exelon, CEG and reflect the valuation performed on April 1, 2014 upon consolidation of CENG. Refer to Note 5—Investment in Constellation Energy Nuclear Group, LLC for further details on the consolidation of CENG. The 2014 pension benefit cost for theseCENG plans is calculated using an expected long-term rate of return on plan assets of 7.75%6.71% for funded plans and a discount rates ranging from 3.60%—4.30%rate of 4.29%. The majority of the 20142016 pension benefit cost of the legacy PHI plans is calculated using an expected long-term rate of return on plan assets of 6.50% and a discount rate of 3.96%. The 2016 other postretirement benefit cost for the CENG planslegacy PHI plan is calculated using an expected long-term rate of return on plan assets of 6.75% and a discount rate of 4.55%3.80%.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

A portion of the net periodic benefit cost for all pension and OPEB plans areis capitalized within each of the Registrant’sRegistrants’ Consolidated Balance Sheets. The following table presentstables present the components of Exelon’s net periodic benefit costs, prior to any capitalization, for the years ended December 31, 2016, 2015 and 2014 2013 and 2012.the components of PHI’s predecessor net periodic benefit costs, prior to any capitalization, for the years ended December 31, 2015 and 2014, and the period January 1, 2016 to March 23, 2016.

 

  Pension Benefits Other
Postretirement Benefits
   Pension Benefits Other
Postretirement Benefits
 
  2014 2013 2012 2014 2013 2012 

Exelon

  2016 (a) 2015 2014 2016 (a) 2015 2014 

Components of net periodic benefit cost:

              

Service cost

  $293   $317   $280   $117   $162   $156    $354   $326   $293   $107   $119   $117  

Interest cost

   749    650    698    186    194    205     830   710   749   185   167   186  

Expected return on assets

   (994  (1,015  (988  (154  (132  (115   (1,141 (1,026 (994 (162 (151 (154

Amortization of:

              

Transition obligation

   —      —      —      —      —      11  

Prior service cost (credit)

   14    14    15    (122  (19  (17   14   13   14   (185 (174 (122

Actuarial loss

   420    562    450    50    83    81     554   571   420   63   80   50  

Curtailment benefits

   —      —      —      —      —      (7

Settlement charges

   2    9    31    —      —      —    

Contractual termination benefits (a)

   —      —      14    —      —      6  

Settlement and other charges (b)

   2   2   2    —      —      —    
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Net periodic benefit cost

  $484   $537   $500   $77   $288   $320    $613   $596   $484   $8   $41   $77  
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)ComEd and BGE established regulatory assets2016 amounts include PHI for the period of $1 million and $4 million, respectively, for their portion of the contractualMarch 24, 2016 through December 31, 2016.
(b)2016 amount includes an additional termination benefit charge in 2012.for PHI.

  Predecessor 
  Pension Benefits  Other
Postretirement Benefits
 

PHI

 January 1,
2016 to
March 23,
2016
  For the Year
Ended
December 31,
2015
  For the Year
Ended
December 31,
2014
  January 1,
2016 to
March 23,
2016
  For the Year
Ended
December 31,
2015
  For the Year
Ended
December 31,
2014
 

Components of net periodic benefit cost:

      

Service cost

 $12   $57   $44   $1   $7   $7  

Interest cost

  26    109    109    6    24    26  

Expected return on assets

  (30  (140  (141  (5  (22  (24

Amortization of:

      

Prior service cost (credit)

  —      2    2    (3  (13  (13

Actuarial loss

  14    65    45    2    8    3  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net periodic benefit cost

 $22   $93   $59   $1   $4   $(1
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Through Exelon’s postretirement benefit plans, the Registrants provide retirees with prescription drug coverage. The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Modernization Act), enacted on December 8, 2003, introduced a prescription drug benefit under Medicare as well as a Federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to the Medicare prescription drug benefit (Part D subsidy). Management believes the prescription drug benefit provided under Exelon’s postretirement benefit plans meets the requirements for the subsidy. In December 2011, the Company decided that beginning in 2013, it would no longer elect to take the direct Part D subsidy. This resulted in a $17 million increase in cost for the year ended December 31, 2012 related to the amortization of an actuarial loss. Beginning in 2013, eligible employees are offered an Employee Group Waiver Plan (EGWP), a standard Medicare Part D Plan, with a supplemental “wrap,” which contains a wraparound prescription drug design that allows the company to provide benefits above those available under the EGWP.

Components of AOCI and Regulatory Assets

Under the authoritative guidance for regulatory accounting, a portion of current year actuarial gains and losses and prior service costs (credits) is capitalized within 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 the years ended December 31, 2014, 20132016, 2015 and 20122014 for all plans combined.combined and the components of PHI’s predecessor AOCI and regulatory assets (liabilities) for the years ended December 31, 2015 and 2014, and the period January 1, 2016 to March 23, 2016.

 

  Pension Benefits Other
Postretirement Benefits
   Pension Benefits Other
Postretirement Benefits
 
  2014 2013 2012 2014 2013 2012 

Exelon

  2016 (a) 2015 2014 2016 (a) 2015 2014 

Changes in plan assets and benefit obligations recognized in AOCI and regulatory assets (liabilities):

              

Current year actuarial (gain) loss

  $1,639   $(1,169 $1,693   $561   $(628 $304  

Current year actuarial loss (gain)

  $644   $476   $1,639   $(101 $(194 $561  

Amortization of actuarial loss

   (420  (562  (450  (50  (83  (81   (554 (571 (420 (63 (80 (50

Current year prior service (credit) cost

   —      —      1    (1,012  15    (109   (60  —      —      —     (23 (1,012

Amortization of prior service (cost) credit

   (14  (14  (15  122    19    17     (14 (13 (14 185   174   122  

Current year transition (asset) obligation

   —      —      —      —      —      1  

Amortization of transition asset (obligation)

   —      —      —      —      —      (11

Curtailments

   —      —      (10  —      —      (1

Settlements

   (2  (8  (31  —      —      —       —     (2 (2  —      —      —    

Acquisitions

   994    —      —     94    —      —    
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total recognized in AOCI and regulatory assets (liabilities) (a)

  $1,203   $(1,753 $1,188   $(379 $(677 $120  

Total recognized in AOCI and regulatory assets (liabilities)

  $1,010   $(110 $1,203   $115   $(123 $(379
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total recognized in AOCI

  $51   $(64 $788   $20   $(63 $(162

Total recognized in regulatory assets (liabilities)

  $959   $(46 $415   $95   $(60 $(217

 

(a)Of the $1,203 million loss related to pension benefits, $788 million and $415 million were recognized in AOCI and regulatory assets, respectively, during 2014. Of the $379 million gain related to other postretirement benefits, $162 million and $217 million were recognized in AOCI and regulatory assets (liabilities), respectively, during 2014. Of the $1,753 million gain related to pension benefits, $1,071 million and $682 million were recognized in AOCI and regulatory assets, respectively, during 2013. Of the $677 million gain related to other postretirement benefits, $352 million and $325 million were recognized in AOCI and regulatory assets (liabilities), respectively, during 2013. Of the $1,188 million loss related to pension benefits, $283 million and $904 million were recognized in AOCI and regulatory assets, respectively, during 2012. Of the $120 million loss related to other postretirement benefits, $39 million and $81 million were recognized in AOCI and regulatory assets, respectively, during 2012.
  Predecessor 
  Pension Benefits  Other
Postretirement Benefits
 

PHI

 January 1,
2016 to
March 23,
2016
  For the Year
Ended
December 31,
2015
  For the Year
Ended
December 31,
2014
  January 1,
2016 to
March 23,
2016
  For the Year
Ended
December 31,
2015
  For the Year
Ended
December 31,
2014
 

Changes in plan assets and benefit obligations recognized in AOCI and regulatory assets (liabilities):

      

Current year actuarial loss (gain)

 $—     $50   $276   $—     $(39 $62  

Amortization of actuarial loss

  (14  (65  (45  (2  (8  (3

Amortization of prior service (cost) credit

  —      (2  (2  3    13    13  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total recognized in AOCI and regulatory assets (liabilities)

 $(14 $(17 $229   $1   $(34 $72  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total recognized in AOCI

 $(1 $(11 $17   $—     $—     $—    

Total recognized in regulatory assets (liabilities)

 $(13 $(6 $212   $1   $(34 $72  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

(a)2016 amounts include PHI for the period of March 24, 2016 through December 31, 2016.

The following table provides the components of Exelon’s gross accumulated other comprehensive loss and regulatory assets (liabilities) that have not been recognized as components of periodic benefit cost at December 31, 20142016 and 2013,2015, respectively, for all plans combined:

 

        Predecessor       Predecessor 
  Exelon   PHI   Exelon PHI 
  Pension Benefits   Other
Postretirement Benefits
   Pension Benefits   Other
Postretirement Benefits
 
  2014   2013       2014         2013       2016 (a) 2015   2015   2016 (a) 2015 2015 

Prior service cost (credit)

  $49    $62    $(963 $(73  $(31 $36    $6    $(710 $(812 $(88

Actuarial loss

   7,407     6,192     985    474     8,387   7,310     910     724   711   128  
  

 

   

 

   

 

  

 

   

 

  

 

   

 

   

 

  

 

  

 

 

Total (a)

  $7,456    $6,254    $22   $401    $8,356   $7,346    $916    $14   $(101 $40  
  

 

   

 

   

 

  

 

   

 

  

 

   

 

   

 

  

 

  

 

 

Total included in AOCI

  $4,297   $4,246    $46    $(42 $(63 $—    

Total included in regulatory assets (liabilities)

  $4,059   $3,100    $870    $56   $(38 $40  

 

(a)OfEffective March 23, 2016, Exelon became the $7,456 million related tosponsor of PHI’s defined benefit pension benefits, $4,310 million and $3,146 million are included in AOCI and regulatory assets, respectively, at December 31, 2014. Of the $22 million related to other postretirement benefits, $22 million is included in regulatory assets (liabilities) at December 31, 2014. Of the $6,254 millionbenefit plans, and assumed PHI’s benefit plan obligations and related to pension benefits, $3,523 million and $2,731 million are included in AOCI and regulatory assets, respectively, at December 31, 2013. Of the $401 million related to other postretirement benefits, $161 million and $240 million are included in AOCI and regulatory assets (liabilities), respectively, at December 31, 2013.assets.

The following table provides the components ofimpact to Exelon’s AOCI and regulatory assets (liabilities) at December 31, 2014 (included in2016 as a result of the table above)components of periodic benefit costs that are expected to be amortized as components of periodic benefit cost in 2015.2017. These estimates are subject to the completion of an actuarial valuation of Exelon’s pension and other postretirement benefit obligations, which will reflect actual census data as of January 1, 20152017 and actual claims activity as of December 31, 2014.2016. The valuation is expected to be completed in the first quarter of 20152017 for the majority of the benefit plans.

 

  Pension Benefits   Other
Postretirement Benefits
   Pension Benefits   Other
Postretirement Benefits
 

Prior service cost (credit)

  $13    $(175  $1    $(188

Actuarial loss

   562     74     605     55  
  

 

   

 

   

 

   

 

 

Total (a)

  $575    $(101  $606    $(133
  

 

   

 

   

 

   

 

 

 

(a)Of the $575$606 million related to pension benefits at December 31, 2014, $3292016, $297 million and $246$309 million are expected to be amortized from AOCI and regulatory assets in 2015,2017, respectively. Of the $101$(133) million related to other postretirement benefits at December 31, 2014, $(51)2016, $(70) million and $(50)$(63) million are expected to be amortized from AOCI and regulatory assets (liabilities) in 2015,2017, respectively.

Assumptions

The measurement of the plan obligations and costs of providing benefits under Exelon’s defined benefit and other postretirement plans involves various factors, including the development of valuation assumptions and inputs and accounting policy elections. When developing the required assumptions, Exelon considers historical information as well as future expectations. The measurement of benefit obligations and costs is impacted by several assumptions and inputs, including the discount rate applied to benefit obligations, the long-term EROA, Exelon’s expected level of contributions to the plans, the long-term expected investment rate credited to employees participating in cash balance plans and the anticipated rate of increase of health care costs. Additionally, assumptions related to plan participants include the incidence of mortality, the expected remaining service period, the level of compensation and rate of compensation increases, employee age and length of service, among other factors. When developing the required assumptions, Exelon considers historical information as well as future expectations.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Expected Rate of Return. In selecting 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.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Mortality.For the December 31, 2014 actuarial valuation, Exelon changed its assumption of mortality to reflect more recent expectations of future improvements in life expectancy. The change was supported through completion of an experience study and supplemental analyses performed by itsExelon’s actuaries. The change in assumption resulted in increases of $361 million and $117 million in the pension and other postretirement benefits obligations as of December 31, 2014, respectively.

There were no changes to the mortality assumption in 2015 or 2016.

The following assumptions were used to determine the benefit obligations for the plans at December 31, 2014, 20132016, 2015 and 2012.2014. Assumptions used to determineyear-end benefit obligations are the assumptions used to estimate the subsequent year’s net periodic benefit costs.

 

 Pension Benefits Other Postretirement Benefits  Pension Benefits Other Postretirement Benefits 
       2014             2013             2012             2014             2013             2012       

Exelon

 2016 2015 2014 2016 2015 2014 

Discount rate

  3.94  4.80  3.92  3.92  4.90  4.00  4.04%(a)   4.29%(b)   3.94%(c)   4.04%(a)   4.29%(b)   3.92%(c) 

Rate of compensation increase

      (a)       (b)       (c)       (a)       (b)       (c)       (d)       (d)       (d)       (d)       (d)       (d) 

Mortality table

  
 
 
 
 
RP-2000
table with
Scale BB-2D
improvements
(adjusted)
  
  
  
  
  
  
 
 
 
RP-2000
table with
Scale AA
improvements
  
  
  
  
  
 
 
 
RP-2000
table with
Scale AA
improvements
  
  
  
  
  
 
 
 
 
RP-2000
table with
Scale BB-2D
improvements
(adjusted)
  
  
  
  
  
  
 
 
 
RP-2000
table with
Scale AA
improvements
  
  
  
  
  
 
 
 
RP-2000
table with
Scale AA
improvements
  
  
  
  
  
 
 
 
 
 
 
 
 
RP-2000
table
projected to
2012 with
improvement
scale AA, with
ScaleBB-2D
improvements
(adjusted)
  
  
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 
RP-2000
table
projected to
2012 with
improvement
scale AA, with
ScaleBB-2D
improvements
(adjusted)
  
  
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 
RP-2000
table
projected to
2012 with
improvement
scale AA, with
ScaleBB-2D
improvements
(adjusted)
  
  
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 
RP-2000
table
projected to
2012 with
improvement
scale AA, with
ScaleBB-2D
improvements
(adjusted)
  
  
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 
RP-2000
table
projected to
2012 with
improvement
scale AA, with
ScaleBB-2D
improvements
(adjusted)
  
  
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 
RP-2000
table
projected to
2012 with
improvement
scale AA, with
ScaleBB-2D
improvements
(adjusted)
  
  
  
  
  
  
  
  
  

Health care cost trend on covered charges

  N/A    N/A    N/A   

 
 

 

 

 

 

 

 

6.00%
decreasing

to

ultimate

trend of

5.00% in

2017

  
  

  

  

  

  

  

  

 

 

 

 

 

 

6.00%

decreasing

to

ultimate

trend of

5.00% in

2017

  

  

  

  

  

  

  

  

 

 

 

 

 

 

6.50%

decreasing

to

ultimate

trend of

5.00% in

2017

  

  

  

  

  

  

  

 N/A   N/A   N/A   

 

 

 

 

 

 

 

5.50% with

ultimate

trend of

5.00% in

2017

 

  

  

  

  

  

 

 

 
 
 
 
 

 

5.50%
decreasing to
ultimate trend
of 5.00% in
2017

 

  
  
  
  
  

 

 

 
 
 
 
 

 

6.00%
decreasing to
ultimate trend
of 5.00% in
2017

 

  
  
  
  
  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

  Predecessor  Predecessor 
  Pension Benefits  Other
Postretirement Benefits
 

PHI

 January 1,
2016 to
March 23,
2016 (e)
   2015  2014  January 1,
2016 to
March 23,
2016 (e)
   2015  2014 

Discount rate

    4.65% / 4.55%(f)   4.20    4.55  4.15

Rate of compensation

    increase

    5.00  5.00    5.00  5.00

Mortality table

    
 
 
 
 
RP-2014
table with
improvement
scale
MP-2015
  
  
  
  
  
  
 
 
 
 
RP-2014
table with
improvement
scale
MP-2014
  
  
  
  
  
    
 
 
 
 
RP-2014
table with
improvement
scale
MP-2015
  
  
  
  
  
  
 
 
 
 
RP-2014
table with
improvement
scale
MP-2014
  
  
  
  
  

Health care cost trend on covered charges

    N/A    N/A     

 

 
 
 
 
 
 
 
 
 

 

6.33%
pre-65 and
5.40%
post-65
decreasing
to ultimate
trend of
5.00% in
2020

 

  
  
  
  
  
  
  
  
  

 

 

 
 
 
 
 
 
 
 
 

 

6.67%
pre-65 and
5.50%
post-65
decreasing
to ultimate
trend of
5.00% in
2020

 

  
  
  
  
  
  
  
  
  

 

(a)3.25%The discount rates above represent the blended rates used to determine the majority of Exelon’s pension and other postretirement benefits obligations as of December 31, 2016. Certain benefit plans used individual rates ranging from 3.66% - 4.11% and 4.00% - 4.17% for 2015-2019pension and 3.75% thereafter.other postretirement plans, respectively.
(b)3.25%The discount rates above represent the blended rates used to determine the majority of Exelon’s pension and other postretirement benefits obligations as of December 31, 2015. Certain benefit plans used individual rates ranging from 3.68% - 4.14% and 4.32% - 4.43% for 2014-2018pension and 3.75% thereafter.other postretirement plans, respectively.
(c)The discount rates above represent the blended rates used to determine the majority of Exelon’s pension and other postretirement benefits obligations as of December 31, 2014. Certain benefit plans used individual rates ranging from 3.29% - 3.82% and 3.99% - 4.06% for pension and other postretirement plans, respectively.
(d)The legacy Exelon, CEG and CENG pension and other postretirement plans used a rate of compensation increase of 3.25% for 2013-2017through 2019 and 3.75% thereafter.thereafter, while the legacy PHI pension and other postretirement plans used a weighted-average rate of compensation increase of 5% for all periods.

(e)Obligation was not remeasured during this period.
(f)The discount rate for the qualified and nonqualified pension plans was 4.65% and 4.55%, respectively.

The following assumptions were used to determine the net periodic benefit costs for all the plans for the years ended December 31, 2016, 2015 and 2014, 2013 and 2012:as well as for the PHI predecessor period January 1, 2016 to March 23, 2016:

 

 Pension Benefits Other Postretirement Benefits  Pension Benefits Other Postretirement Benefits 
 2014 2013 2012 2014 2013 2012 

Exelon

 2016 2015 2014 2016 2015 2014 

Discount rate

  4.80%(a)   3.92%(b)   4.74%(c)   4.90%(a)   4.00%(b)   4.80%(c)   4.29%(a)   3.94%(b)   4.80%(c)   4.29%(a)   3.92%(b)   4.90%(c) 

Expected return on plan assets

  7.00%(d)   7.50%(d)   7.50%(d)   6.59%(d)   6.45%(d)   6.68%(d)   7.00%(d)   7.00%(d)   7.00%(d)   6.71%(d)   6.50%(d)   6.59%(d) 

Rate of compensation increase

      (e)       (f)   3.75      (e)       (f)   3.75      (e)       (e)       (f)       (e)       (e)       (f) 

Mortality table

  
 
 
 
RP-2000
table with
Scale AA
improvements
  
  
  
  
  
 
 
 
RP-2000
table with
Scale AA
improvements
  
  
  
  
  
 
 
 
RP-2000
table with
Scale AA
improvements
  
  
  
  
  
 
 
 
RP-2000
table with
Scale AA
improvements
  
  
  
  
  
 
 
 
RP-2000
table with
Scale AA
improvements
  
  
  
  
  
 
 
 
RP-2000
table with
Scale AA
improvements
  
  
  
  
  
 
 
 
 
 
 
 
 
RP-2000
table
projected to
2012 with
improvement
scale AA, with
ScaleBB-2D
improvements
(adjusted)
  
  
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 
RP-2000
table
projected to
2012 with
improvement
scale AA, with
ScaleBB-2D
improvements
(adjusted)
  
  
  
  
  
  
  
  
  
  
 
 
 
RP-2000
table with
Scale AA
improvements
  
  
  
  
  
 
 
 
 
 
 
 
 
RP-2000
table
projected to
2012 with
improvement
scale AA, with
ScaleBB-2D
improvements
(adjusted)
  
  
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 
RP-2000
table
projected to
2012 with
improvement
scale AA, with
ScaleBB-2D
improvements
(adjusted)
  
  
  
  
  
  
  
  
  
  
 
 
 
RP-2000
table with
Scale AA
improvements
  
  
  
  

Health care cost trend on covered charges

  N/A    N/A    N/A   

 

 

 
 
 

 

6.00%

decreasing to

ultimate trend
of 5.00% in
2017

  

  

  
  
  

  

 

 

 

 

6.50%

decreasing to

ultimate trend

of 5.00% in

2017

  

  

  

  

  

  

 

 
 

 

6.50%

decreasing to

ultimate trend
of 5.00% in

2017

  

  

  
  

  

 N/A   N/A   N/A   

 

 
 
 
 
 

 

5.50%
decreasing to
ultimate trend
of 5.00% in
2017

 

  
  
  
  
  

 

 

 
 
 
 
 

 

6.00%
decreasing to
ultimate trend
of 5.00% in
2017

 

  
  
  
  
  

 

 

 
 
 
 
 

 

6.00%
decreasing to
ultimate trend
of 5.00% in
2017

 

  
  
  
  
  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

   Predecessor  Predecessor 
   Pension Benefits  Other
Postretirement Benefits
 

PHI

  January 1,
2016 to
March 23,
2016
  2015  2014  January 1,
2016 to
March 23,
2016
  2015  2014 

Discount rate

   4.65% / 4.55%(h)   4.20  5.05  4.55  4.15  5.00

Expected return on plan assets (g)

   6.50  6.50  7.00  6.75  6.75  7.25

Rate of compensation increase

   5.00  5.00  5.00  5.00  5.00  5.00

Mortality table

   
 
 
 
 
RP-2014
table with
improvement
scale
MP-2015
  
  
  
  
  
  
 
 
 
 
RP-2014
table with
improvement
scale
MP-2014
  
  
  
  
  
  
 
 
 
 
 
 
 
 
2014
Mortality
tables
prescribed
by the
Pension
Protection
Act of
2006
  
  
  
  
  
  
  
  
  
  
 
 
 
 
RP-2014
table with
improvement
scale
MP-2015
  
  
  
  
  
  
 
 
 
 
RP-2014
table with
improvement
scale
MP-2014
  
  
  
  
  
  
 
 
 
 
 
 
 
 
2014
Mortality
tables
prescribed
by the
Pension
Protection
Act of
2006
  
  
  
  
  
  
  
  
  

Health care cost trend on covered charges

   N/A    N/A    N/A   

 

 
 
 
 
 
 
 
 
 

 

6.33%
pre-65 and
5.40%
post-65
decreasing
to ultimate
trend of
5.00% in
2020

 

  
  
  
  
  
  
  
  
  

 

 

 
 
 
 
 
 
 
 
 

 

6.67%
pre-65 and
5.50%
post-65
decreasing
to ultimate
trend of
5.00% in
2020

 

  
  
  
  
  
  
  
  
  

 

 

 
 
 
 
 
 
 
 
 
 

 

7.00%
pre-65
and
5.60%
post-65
decreasing
to ultimate
trend of
5.00% in
2020

 

  
  
  
  
  
  
  
  
  
  

 

(a)

The discount rates above represent the initialblended rates used to establish the majority of Exelon’s pension and other postretirement benefits costs for the year ended December 31, 2016. Certain benefit plans used individual rates ranging from 3.68%-4.14% and 4.32%-4.43% for pension and other postretirement plans, respectively.

(b)The discount rates above represent the blended rates used to establish the majority of Exelon’s pension and other postretirement benefits costs for the year ended December 31, 2015. Certain benefit plans used individual rates ranging from 3.29%-3.82% and 3.99%-4.06% for pension and other postretirement plans, respectively.
(c)The discount rates above represent the blended rates used to establish the majority of Exelon’s pension and other postretirement benefits costs for the year ended December 31, 2014. Certain of the other postretirement benefit plans were

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

remeasured as of April 30, 2014 using an expected long-term rate of return on plan assets of 6.59% and a discount rate of 4.30%. Costs for the year ended December 31, 2014 reflect the impact of this remeasurement. On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, Exelon became the sponsor of CENG’s legacy pension and OPEB plans effective July 14, 2014; discount rates for those plans, impacting 2014 costs, ranged from 3.60%-4.30% and 4.09%-4.55%, respectively. See Note 5—5 - Investment in Constellation Energy Nuclear Group, LLC for further information.

(b)The discount rates above represent the initial discount rates used to establish Exelon’s pension and other postretirement benefits costs for the year ended December 31, 2013. Certain of the benefit plans were remeasured during the year using discount rates of 4.21% and 4.66% for pension and other postretirement benefits, respectively. Costs for the year ended December 31, 2013 reflect the impact of these measurements.
(c)The discount rates above represent the initial discounts rates used to establish Exelon’s pension and other postretirement benefits costs for the year ended December 31, 2012. Certain of the benefit plans were remeasured during the year due to the Constellation merger, plan settlement and curtailment events, and plan changes using discount rates of 3.71% and 3.72% for pension and other postretirement benefits, respectively. Costs for the year ended December 31, 2012 reflect the impact of these remeasurements.
(d)Not applicable to pension and other postretirement benefit plans that do not have plan assets.
(e)3.25% for 2014-2018through 2019 and 3.75% thereafter.
(f)3.25% for 2013-2017through 2018 and 3.75% thereafter.
(g)Expected return on other postretirement benefit plan assets is pre-tax.
(h)The discount rate for the qualified and nonqualified pension plans was 4.65% and 4.55%, respectively.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Assumed health care cost trend rates impact the other postretirement benefit plan costs reported for Exelon’s other postretirement benefit plans for participantsparticipant populations with plan designs that do not have a cap on cost growth. A one percentage point change in assumed health care cost trend rates would have the following effects:

 

Effect of a one percentage point increase in assumed health care cost trend:

  

on 2016 total service and interest cost components

  $9  

on postretirement benefit obligation at December 31, 2016

   105  

Effect of a one percentage point decrease in assumed health care cost trend:

  

on 2016 total service and interest cost components

   (8

on postretirement benefit obligation at December 31, 2016

   (95

Effect of a one percentage point increase in assumed health care cost trend:

on 2014 total service and interest cost components

$35

on postretirement benefit obligation at December 31, 2014

162

Effect of a one percentage point decrease in assumed health care cost trend:

on 2014 total service and interest cost components

(24

on postretirement benefit obligation at December 31, 2014

(113

Health Care Reform Legislation

In March 2010, the Health Care Reform Acts were signed into law, which contain a number of provisions that impact retiree health care plans provided by employers. One such provision imposes an excise tax on certain high-cost plans beginning in 2018, whereby premiums paid over a prescribed threshold will be taxed at a 40% rate. Although the excise tax does not go into effect until 2018, accounting guidance requires Exelon to incorporate the estimated impact of the excise tax in its annual actuarial valuation. The application of the legislation is still unclear and Exelon continues to monitor the Department of Labor and IRS for additional guidance. Certain key assumptions are required to estimate the impact of the excise tax on Exelon’s other postretirement benefit obligation, including projected inflation rates (based on the CPI) and whether pre- and post- 65 retiree populations can be aggregated in determining the premium values of health care benefits. Exelon reflected its best estimate of the expected impact in its annual actuarial valuation.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Contributions

The following table providestables provide contributions made by Generation, ComEd, PECO, BGE and BSC to the pension and other postretirement benefit plans:

 

  Pension Benefits   Other Postretirement Benefits   Pension Benefits   Other Postretirement Benefits 
  2014 (c)   2013   2012     2014       2013       2012 (a)       2016 (a)       2015 (a)       2014(a)       2016       2015       2014   

Exelon

  $347    $462    $332    $50    $40    $291  

Generation

  $173    $119    $48    $124    $30    $135     140     231     173     12     14     124  

ComEd

   122     118     25     125     4     119     33     143     122     5     7     125  

PECO

   11     11     13     5     20     33     30     40     11     —       —       5  

BGE (b)

   —       —       —       17     24     12  

BSC (d)

   26     91     63     20     5     24  
  

 

   

 

   

 

   

 

   

 

   

 

 

Exelon

  $332    $339    $149    $291    $83    $323  
  

 

   

 

   

 

   

 

   

 

   

 

 

BGE

   31     1     —       18     16     17  

BSC (b)

   39     47     26     3     3     20  

Pepco

   24     —       —       8     2     1  

DPL

   22     —       —       —       —       —    

ACE

   15     —       —       2     3     3  

PHISCO(c)

   17     —       —       2     —       —    

  Pension Benefits  Other Postretirement Benefits 
  Successor     Predecessor  Successor     Predecessor 
  March 24,
2016 to
December 31,
2016
     January 1,
2016 to
March 23,
2016
  For the Year
Ended
December 31,
2015
  For the Year
Ended
December 31,
2014
  March 24,
2016 to
December 31,
2016
     January 1,
2016 to
March 23,
2016
  For the Year
Ended
December 31,
2015
  For the Year
Ended
December 31,
2014
 

PHI

 $74     $4   $—     $—     $12     $—     $5   $4  

 

(a)The Registrants present the cash contributions above net of Federal subsidy payments received on each of their respective Consolidated Statements of Cash Flows. Exelon, Generation, ComEd, PECO, and BGE received Federal subsidy payments of $10 million, $5 million, $4 million, $1 million and $2 million, respectively, in 2012. Effective January 1, 2013, Exelon is no longer receiving this subsidy.
(b)BGE’s other postretirement benefit payments for 2012 exclude $4 million, of other postretirement benefit payments made by BGE prior to the closing of the Constellation merger on March 12, 2012. These pre-Constellation merger contributions are not included in Exelon’s financial statements but are reflected in BGE’s financial statements.
(c)Exelon’s and Generation’s pension contributions include $25 million, $36 million and $43 million related to the legacy CENG plans that was funded by CENG as provided in an Employee Matters Agreement (EMA) between Exelon and CENG.CENG for the years ended December 31, 2016, 2015 and 2014, respectively.
(d)(b)Includes $9$6 million, $72$5 million, and $13$9 million of pension contributions funded by Exelon Corporate, for the years ended December 31, 2014, 2013,2016, 2015, and 2012,2014, respectively.

(c)PHISCO’s pension contributions for the year ended December 31, 2016 include $4 million of contributions made prior to the closing of Exelon’s merger with PHI on March 23, 2016.

Management considers various factors when making pension funding decisions, including actuarially determined minimum contribution requirements under ERISA, contributions required to avoid benefit restrictions andat-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), andat-risk status (which triggers higher minimum contribution requirements and participant notification). Additionally, for Exelon’s largest qualified pension plan, until the plan is fully funded on an ABO basis, the projected contribution reflects a funding strategy for the

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

legacy Exelon, CEG and CENG plans of contributing the greater of $250 million.million until the qualified plans are fully funded on an ABO basis, and the minimum amounts under ERISA to avoid benefit restrictions andat-risk status. This level funding strategy helps minimize volatility of future period required pension contributions.

Exelon plans Contributions to contribute $447 million to its qualified pension plans in 2015, of which Generation, ComEd, PECO, and BGE will contribute $230 million, $138 million, $40 million, and $1 million, respectively. Exelon’s and Generation’s expectedthe PHI qualified pension plan are $60 million.

The following table provides all registrants’ planned contributions above include $36 million related to the legacy CENG plans that will be funded by CENG as provided in an EMA between Exelon and CENG.

Unlike the qualified pension plans, Exelon’s planned benefit payments tonon-qualified pension plans, are not funded. Exelon plansand planned contributions to make non-qualified pension plan benefit payments of $15 million in 2015, of which Generation, ComEd, PECO, and BGE will make payments of $6 million, $1 million, $1 million and $1 million, respectively.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Unlike the qualified pension plans, other postretirement plans are not subject to statutory minimum contribution requirements. Exelon’s management has historically considered several factors in determining the level of contributions to its other postretirement benefit plans, including levels of benefit claims paid and regulatory implications (amounts deemed prudent to meet regulatory expectations and best assure continued rate recovery). In 2015, Exelon anticipates funding its other postretirement benefit plans based on the funding considerations discussed above, with the exception of those plans which remain unfunded. Exelon expects to make other postretirement benefit plan contributions, including benefit payments related to unfunded plans, of approximately $37 million in 2015, of which Generation, ComEd, PECO, and BGE expect to contribute $17 million, $2 million, $0 million, and $17 million, respectively.2017:

 

   Qualified
Pension Plans (a)
   Non-Qualified
Pension Plans (b)
   Other
Postretirement
Benefits (c)
 

Exelon

  $310    $23    $44  

Generation

   127     6     12  

ComEd

   33     1     2  

PECO

   23     1     —    

BGE

   38     2     16  

PHI

   60     8     12  

Pepco

   60     1     10  

DPL

   —       —       —    

ACE

   —       —       —    

(a)Exelon’s and Generation’s expected qualified pension plan contributions above include $21 million related to the legacy CENG plans that will be funded by CENG as provided in an EMA between Exelon and CENG.
(b)Unlike the qualified pension plans, Exelon’snon-qualified pension plans are not funded.
(c)Unlike the qualified pension plans, other postretirement plans are not subject to statutory minimum contribution requirements. OPEB funding generally follows accounting costs however, Exelon’s management has historically considered several factors in determining the level of contributions to its other postretirement benefit 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). These amounts include benefit payments related to unfunded plans.

Estimated Future Benefit Payments

Estimated future benefit payments to participants in all of the pension plans and postretirement benefit plans at December 31, 20142016 were:

 

   Pension
Benefits
   Other
Postretirement
Benefits
 

2015

  $1,064    $217  

2016

   962     223  

2017

   979     230  

2018

   1,004     236  

2019

   1,032     247  

2020 through 2024

   5,825     1,373  
  

 

 

   

 

 

 

Total estimated future benefit payments through 2024

  $10,866    $2,526  
  

 

 

   

 

 

 
   Pension
Benefits
   Other
Postretirement
Benefits
 

2017

  $1,360    $244  

2018

   1,170     250  

2019

   1,191     256  

2020

   1,223     263  

2021

   1,275     272  

2022 through 2026

   6,791     1,456  
  

 

 

   

 

 

 

Total estimated future benefit payments through 2026

  $13,010    $2,741  
  

 

 

   

 

 

 

Allocation to Exelon Subsidiaries

Generation, ComEd, PECO, and BGEAll registrants account for their participation in Exelon’s pension and other postretirement benefit plans by applying multi-employer accounting. Employee-related assets and liabilities, including both

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

pension and postretirement liabilities, for the legacy Exelon plans were allocated by Exelon to its subsidiaries based on the number of active employees as of January 1, 2001 as part of Exelon’s corporate restructuring. The obligation for Generation, ComEd and PECO reflects the initial allocation and the cumulative costs incurred and contributions made since January 1, 2001. Historically, Exelon has allocated the components of pension and other postretirement costs to the subsidiaries in the legacy Exelon plans based upon several factors, including the measures of active employee participation in each participating unit.plan. Pension and other postretirement benefit contributions were allocated to legacy Exelon subsidiaries in proportion to active service costs recognized and total costs recognized, respectively. Beginning in 2015, Exelon isbegan allocating costs related to its legacy Exelon pension and other postretirement benefit plans to its subsidiaries based on both active and retired employee participation and contributions are being allocated based on accounting cost. The impact of this allocation methodology change iswas not material to any Registrant. For legacy CEG, legacy CENG, and legacy CENGPHI plans, components of pension and other postretirement benefit costs and contributions have been, and will continue to be, allocated to the subsidiaries based on employee participation (both active and retired).

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

The amounts below were included in capital expenditures and Operatingoperating and maintenance expense for the years ended December 31, 2014, 20132016, 2015 and 2012,2014, respectively, for Generation’s, ComEd’s, PECO’s, BSC’s and BGE’seach of the entities allocated portion of the pension and other postretirement benefit plan costs. These amounts include the recognized contractual termination benefit charges, curtailment gains, and settlement charges:

 

For the Year Ended December 31,

  Generation   ComEd   PECO   BSC (a)   BGE (b)(c)   Exelon 

2014

  $250    $162    $36    $46    $67     561  

2013

   347     309     43     71     55     825  

2012

   341     282     50     99     60     820  

For the Year Ended
December 31,

  Exelon   Generation   ComEd   PECO   BGE   BSC (a)   Pepco   DPL   ACE   PHISCO (a) 

2016 (b)

  $621    $218    $166    $33    $68    $48    $31    $18    $15    $47  

2015

   637     269     206     39     66     57     30     15     15     37  

2014

   561     250     162     36     67     46     22     7     13     16  

  Successor     Predecessor 

PHI

 March 24, 2016 to
December 31,
2016
     January 1, 2016 to
March 23,

2016
  For the Year Ended
December 31, 2015
  For the Year Ended
December 31, 2014
 

Pension and Other Postretirement Benefit Costs

 $88     $23   $97   $58  

 

(a)These amounts primarily represent amounts billed to Exelon’s subsidiaries through intercompany allocations. These amounts are not included in the Generation, ComEd, PECO, BGE, Pepco, DPL or BGEACE amounts above. As of December 31, 2012, ComEd and BGE each reported a regulatory asset of $1 million related to their BSC-billed portion of the second quarter 2012 contractual termination benefit charge.
(b)The amounts included in capitalPepco’s, DPL’s, ACE’s and Operating and maintenance expense for the years ended December 31, 2012 include $12 million in costs incurred prior to the closing of the Constellation merger on March 12, 2012. These amounts are not included in Exelon’s capital expenditures and Operating and maintenance expense for the year ended December 31, 2012.
(c)BGE’sPHISCO’s pension and other postretirement benefit costs for the year ended December 31, 20122016 include a$7 million, $4 million, $3 million contractual termination benefit charge, which was recorded as a regulatory asset asand $9 million, respectively, of December 31, 2012.costs incurred prior to the closing of Exelon’s merger with PHI on March 23, 2016.

Plan Assets

Investment StrategyStrategy.. On a regular basis, Exelon evaluates its investment strategy to ensure that 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.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Trust assets for Exelon’s other postretirement plans are managed in a diversified investment strategy that prioritizes maximizing liquidity and returns while minimizing asset volatility.

Exelon used an EROA of 7.00% and 6.46%6.60% to estimate its 20152017 pension and other postretirement benefit costs, respectively.

Exelon’s pension and other postretirement benefit plan target asset allocations andat December 31, 20142016 and 20132015 asset allocations were as follows:

Pension Plans

 

      Percentage of Plan Assets
at December 31,
 

Asset Category

  Target Allocation  2014  2013 

Equity securities

   32  33  35

Fixed income securities

   37  37    37  

Alternative investments (a)

   31  30    28  
   

 

 

  

 

 

 

Total

    100  100
   

 

 

  

 

 

 

         Predecessor 
      Exelon  PHI 
      Percentage of Plan Assets
at December 31,
 

Asset Category

  Target Allocation  2016  2015  2015 

Equity securities

   33  33  35  28

Fixed income securities

   39  39    34    66  

Alternative investments (a)

   28  28    31    6  
   

 

 

  

 

 

  

 

 

 

Total

    100  100  100
   

 

 

  

 

 

  

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Other Postretirement Benefit Plans

 

        Predecessor 
    Exelon PHI 
    Percentage of Plan Assets
at December 31,
     

Percentage of Plan Assets

at December 31,

 

Asset Category

  Target Allocation 2014 2013   Target Allocation 2016 2015 2015 

Equity securities

   41  42  45   43 47 43 63

Fixed income securities

   34  34    37     28 29   27   34  

Alternative investments (a)

   25  24    18     29 24   30   3  
   

 

  

 

    

 

  

 

  

 

 

Total

    100  100   100 100 100
   

 

  

 

    

 

  

 

  

 

 

 

(a)Alternative investments include private equity, hedge funds, real estate, and real estate.private credit.

Concentrations of Credit RiskRisk.. Exelon evaluated its pension and other postretirement benefit plans’ asset portfolios for the existence of significant concentrations of credit risk as of December 31, 2014.2016. 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, 2014,2016, there were no significant concentrations (defined as greater than 10% of plan assets) of risk in Exelon’s pension and other postretirement benefit plan assets.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Fair Value Measurements

The following table presents Exelon’stables present pension and other postretirement benefit plan assets measured and recorded at fair value on Exelon’sthe Registrants’ Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy at December 31, 20142016 and 2013:2015:

Exelon

 

At December 31, 2014(a)  Level 1   Level 2  Level 3   Total 

Pension plan assets

       

Cash equivalents

  $1    $—     $—      $1  

Equities:

       

Domestic

   1,556     1,133    2     2,691  

Foreign

   1,705     316    —       2,021  
  

 

 

   

 

 

  

 

 

   

 

 

 

Equities subtotal

   3,261     1,449    2     4,712  
  

 

 

   

 

 

  

 

 

   

 

 

 

Fixed income:

       

Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies

   1,051     88    —       1,139  

Debt securities issued by states of the United States and by political subdivisions of the states

   —       80    —       80  

Corporate debt securities

   —       3,125    120     3,245  

Other

   —       942    152     1,094  

Derivative instruments (b):

       

Assets

   —       4    —       4  

Liabilities

   —       (16  —       (16
  

 

 

   

 

 

  

 

 

   

 

 

 

Fixed income subtotal

   1,051     4,223    272     5,546  
  

 

 

   

 

 

  

 

 

   

 

 

 

Private equity

   —       —      904     904  

Hedge funds

   —       1,355    1,329     2,684  

Real estate

   243     —      744     987  
  

 

 

   

 

 

  

 

 

   

 

 

 

Pension plan assets subtotal

   4,556     7,027    3,251     14,834  
  

 

 

   

 

 

  

 

 

   

 

 

 
At December 31, 2016(a)(d)  Level 1   Level 2   Level 3   Not subject to
leveling
   Total 

Pension plan assets

          

Cash equivalents

  $325    $—      $—      $—      $325  

Equities (b)

   3,144     —       2     2,535     5,681  

Fixed income:

          

U.S. Treasury and agencies

   1,008     192     —       —       1,200  

State and municipal debt

   —       64     —       —       64  

Corporate debt

   —       3,641     206     —       3,847  

Other (b)

   —       340     —       748     1,088  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fixed income subtotal

   1,008     4,237     206     748     6,199  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Private equity

   —       —       —       991     991  

Hedge funds

   —       —       —       1,962     1,962  

Real estate

   —       —       —       828     828  

Private credit

   —       —       —       833     833  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pension plan assets subtotal

  $4,477    $4,237    $208    $7,897    $16,819  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2016 (a)(d)  Level 1   Level 2   Level 3   Not subject to
leveling
   Total 

Other postretirement benefit plan assets

          

Cash equivalents

  $24    $—      $—      $—      $24  

Equities

   547     2     —       644     1,193  

Fixed income:

          

U.S. Treasury and agencies

   9     59     —       —       68  

State and municipal debt

   —       134     —       —       134  

Corporate debt

   —       43     —       —       43  

Other

   256     60     —       131     447  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fixed income subtotal

   265     296     —       131     692  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Hedge funds

   —       —       —       445     445  

Real estate

   —       —       —       117     117  

Private credit

   —       —       —       107     107  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other postretirement benefit plan assets subtotal

  $836    $298    $—      $1,444    $2,578  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total pension and other postretirement benefit plan assets (c)

  $5,313    $4,535    $208    $9,341    $19,397  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

At December 31, 2014(a)  Level 1   Level 2   Level 3   Total 

Other postretirement benefit plan assets

        

Cash equivalents

   11     —       —       11  

Equities:

        

Domestic

   296     378     —       674  

Foreign

   184     147     —       331  
  

 

 

   

 

 

   

 

 

   

 

 

 

Equities subtotal

   480     525     —       1,005  
  

 

 

   

 

 

   

 

 

   

 

 

 

Fixed income:

        

Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies

   15     59     —       74  

Debt securities issued by states of the United States and by political subdivisions of the states

   —       197     —       197  

Corporate debt securities

   —       42     —       42  

Other

   253     272     —       525  
  

 

 

   

 

 

   

 

 

   

 

 

 

Fixed income subtotal

   268     570     —       838  
  

 

 

   

 

 

   

 

 

   

 

 

 

Hedge funds

   —       339     110     449  

Real estate

   8     —       116     124  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other postretirement benefit plan assets subtotal

   767     1,434     226     2,427  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total pension and other postretirement benefit plan assets (c)

  $5,323    $8,461    $3,477    $17,261  
  

 

 

   

 

 

   

 

 

   

 

 

 
At December 31, 2015 (a)  Level 1   Level 2   Level 3   Not subject to
leveling
   Total 

Pension plan assets

          

Cash equivalents

  $210    $—      $—      $—      $210  

Equities (b)

   3,571     —       2     1,462     5,035  

Fixed income:

          

U.S. Treasury and agencies

   1,001     79     —       —       1,080  

State and municipal debt

   —       61     —       —       61  

Corporate debt

   —       2,901     165     —       3,066  

Other (b)

   —       146     —       452     598  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fixed income subtotal

   1,001     3,187     165     452     4,805  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Private equity

   —       —       —       924     924  

Hedge funds

   —       —       —       1,924     1,924  

Real estate

   —       —       —       725     725  

Private credit

   —       —       —       699     699  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pension plan assets subtotal

  $4,782    $3,187    $167    $6,186    $14,322  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

At December 31, 2013(a)  Level 1   Level 2  Level 3   Total 

Pension plan assets

       

Equities:

       

Domestic

  $1,587    $865   $2    $2,454  

Foreign

   1,773     302    —       2,075  
  

 

 

   

 

 

  

 

 

   

 

 

 

Equities subtotal

   3,360     1,167    2     4,529  
  

 

 

   

 

 

  

 

 

   

 

 

 

Fixed income:

       

Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies

   908     99    —       1,007  

Debt securities issued by states of the United States and by political subdivisions of the states

   —       88    —       88  

Foreign debt securities

   —       205    —       205  

Corporate debt securities

   —       2,927    41     2,968  

Other

   5     899    —       904  

Derivative instruments (b):

       

Assets

   —       7    —       7  

Liabilities

   —       (134  —       (134
  

 

 

   

 

 

  

 

 

   

 

 

 

Fixed income subtotal

   913     4,091    41     5,045  
  

 

 

   

 

 

  

 

 

   

 

 

 

Private equity

   —       —      806     806  

Hedge funds

   —       1,266    1,039     2,305  

Real estate

   264     2    582     848  
  

 

 

   

 

 

  

 

 

   

 

 

 

Pension plan assets subtotal

   4,537     6,526    2,470     13,533  
  

 

 

   

 

 

  

 

 

   

 

 

 
At December 31, 2015 (a)  Level 1   Level 2   Level 3   Not subject to
leveling
   Total 

Other postretirement benefit plan assets

          

Cash equivalents

  $15    $—      $—      $—      $15  

Equities

   510     2     —       480     992  

Fixed income:

          

U.S. Treasury and agencies

   11     53     —       —       64  

State and municipal debt

   —       131     —       —       131  

Corporate debt

   —       44     —       —       44  

Other

   155     59     —       146     360  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fixed income subtotal

   166     287     —       146     599  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Hedge funds

   —       —       —       451     451  

Real estate

   —       —       —       131     131  

Private credit

   —       —       —       103     103  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other postretirement benefit plan assets subtotal

  $691    $289    $—      $1,311    $2,291  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total pension and other postretirement benefit plan assets (c)

  $5,473    $3,476    $167    $7,497    $16,613  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

At December 31, 2013(a)  Level 1   Level 2   Level 3   Total 

Other postretirement benefit plan assets

        

Cash equivalents

   51     —       —       51  

Equities:

        

Domestic

   296     345     —       641  

Foreign

   154     170     —       324  
  

 

 

   

 

 

   

 

 

   

 

 

 

Equities subtotal

   450     515     —       965  
  

 

 

   

 

 

   

 

 

   

 

 

 

Fixed income:

        

Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies

   17     46     —       63  

Debt securities issued by states of the United States and by political subdivisions of the states

   —       149     —       149  

Foreign debt securities

   —       2     —       2  

Corporate debt securities

   —       50     —       50  

Other

   305     225     —       530  
  

 

 

   

 

 

   

 

 

   

 

 

 

Fixed income subtotal

   322     472     —       794  
  

 

 

   

 

 

   

 

 

   

 

 

 

Private equity

   —       —       2     2  

Hedge funds

   —       295     4     299  

Real estate

   8     5     109     122  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other postretirement benefit plan assets subtotal

   831     1,287     115     2,233  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total pension and other postretirement benefit plan assets (c)

  $5,368    $7,813    $2,585    $15,766  
  

 

 

   

 

 

   

 

 

   

 

 

 
   Predecessor 
   December 31, 2015 (a) 

PHI

  Level 1   Level 2   Level 3   Not subject to
leveling
   Total 

Pension plan assets

          

Cash equivalents

  $50    $—      $—      $—      $50  

Equities

   335     —       —       224     559  

Fixed income:

          

U.S. Treasury and agencies

   114     15     —       —       129  

State and municipal debt

   —       18     —       —       18  

Corporate debt securities

   —       625     —       —       625  

Other

   —       40     —       504     544  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fixed income subtotal

   114     698     —       504     1,316  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Private equity

   —       —       —       38     38  

Real estate

   —       —       —       46     46  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pension plan assets subtotal

  $499    $698    $—      $812    $2,009  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   Predecessor 
   December 31, 2015 (a) 

PHI

  Level 1   Level 2   Level 3   Not subject to
leveling
   Total 

Other postretirement benefit plan assets

          

Cash equivalents

  $8    $—      $—      $—      $8  

Equities

   197     —       —       22     219  

Fixed income—other

   121     —       —       —       121  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other postretirement benefit plan assets subtotal

  $326    $—      $—      $22    $348  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total pension and other postretirement benefit plan assets (e)

  $825    $698    $—      $834    $2,357  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)See Note 11—12—Fair Value of Financial Assets and Liabilities for a description of levels within the fair value hierarchy.
(b)DerivativeIncludes derivative instruments of $1 million and $5 million, which have a total notional amount of $1,491$2,918 million and $2,651$1,774 million at December 31, 20142016 and 2013,2015, 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 the company’s exposure to credit or market loss.
(c)Excludes net liabilities of $28 million and net assets of $42 million and $43$27 million at December 31, 20142016 and 2013,2015, respectively, which are required to reconcile to the fair value of net plan assets. These items consist primarily of receivables related to pending securities sales, interest and dividends receivable, and payables related to pending securities purchases.
(d)Effective March 23, 2016, Exelon became sponsor of PHI’s defined benefit pension and other postretirement benefit plans, and assumed PHI’s benefit plan obligations and related assets.
(e)Excludes net assets of $9 million at December 31, 2015, which are required to reconcile to the fair value of net plan assets. These items consist primarily of receivables related to pending securities sales, interest and dividends receivable, and payables related to pending securities purchased.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The following table presents the reconciliation of Level 3 assets and liabilities measured at fair value for pension and other postretirement benefit plans for the years ended December 31, 20142016 and 2013:2015:

Exelon

 

    Hedge
funds
  Private
equity
  Real
estate
  Fixed
income
  Equities   Total 

Pension Assets

        

Balance as of January 1, 2014

  $1,039   $806   $582   $41   $2    $2,470  

Actual return on plan assets:

        

Relating to assets still held at the reporting date

   77    112    83    7    —       279  

Relating to assets sold during the period

   3    —      —      —      —       3  

Purchases, sales and settlements:

        

Purchases

   311    173    136    227    —       847  

Sales

   (38  —      (19  (3  —       (60

Settlements (a)

   (33  (203  (65  —      —       (301

Transfers into (out of) Level 3 (b)(c)

   (30  16    27    —      —       13  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Balance as of December 31, 2014

  $1,329   $904   $744   $272   $2    $3,251  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Other Postretirement Benefits

        

Balance as of January 1, 2014

  $4   $2   $109   $—     $—      $115  

Actual return on plan assets:

        

Relating to assets still held at the reporting date

   1    —      13    —      —       14  

Purchases, sales and settlements:

        

Purchases

   109    1    1    —      —       111  

Sales

   (4  (2  (7  —      —       (13

Settlements (a)

   —      (1  —      —      —       (1
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Balance as of December 31, 2014

  $110   $—     $116   $—     $—      $226  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

   Fixed
income
  Equities   Total 

Pension Assets

     

Balance as of January 1, 2016

  $165   $2    $167  

Actual return on plan assets:

     

Relating to assets still held at the reporting date

   (2  —       (2

Purchases, sales and settlements:

     

Purchases

   69    —       69  

Sales

   (14  —       (14

Settlements (a)

   (12  —       (12
  

 

 

  

 

 

   

 

 

 

Balance as of December 31, 2016

  $206   $2    $208  
  

 

 

  

 

 

   

 

 

 

 

  Hedge
funds
 Private
equity
 Real
estate
 Fixed
income
   Equities   Total   Fixed
income
 Equities   Total 

Pension Assets

              

Balance as of January 1, 2013

  $1,235   $754   $426   $—      $—      $2,415  

Actual return on plan assets:

         

Relating to assets still held at the reporting date

   143    86    63    —       —       292  

Relating to assets sold during the period

   3    —      (4  —       —       (1

Purchases, sales and settlements:

         

Purchases

   360    123    226    41     2     752  

Sales

   (76  —      (91  —       —       (167

Settlements (a)

   (3  (157  (38  —       —       (198

Transfers into (out of) Level 3 (c)

   (623  —      —      —       —       (623
  

 

  

 

  

 

  

 

   

 

��  

 

 

Balance as of December 31, 2013

  $1,039   $806   $582   $41    $2    $2,470  
  

 

  

 

  

 

  

 

   

 

   

 

 

Other Postretirement Benefits

         

Balance as of January 1, 2013

  $12   $1   $95   $—      $—      $108  

Balance as of January 1, 2015

  $120   $2    $122  

Actual return on plan assets:

              

Relating to assets still held at the reporting date

   1    —      11    —       —       12     (8  —       (8

Purchases, sales and settlements:

              

Purchases

   —      1    3    —       —       4     61    —       61  

Sales

   (1  —      —      —       —       (1

Settlements (a)

   (4  —      —      —       —       (4   (8  —       (8

Transfers into (out of) Level 3 (c)

   (4  —      —      —       —       (4
  

 

  

 

  

 

  

 

   

 

   

 

   

 

  

 

   

 

 

Balance as of December 31, 2013

  $4   $2   $109   $—      $—      $115  

Balance as of December 31, 2015

  $165   $2    $167  
  

 

  

 

  

 

  

 

   

 

   

 

   

 

  

 

   

 

 

 

(a)Represents cash settlements only.
(b)In connection with the Employee Matters Agreement between EDF and Exelon, Exelon assumed the pension plan assets of Nine Mile Point Nuclear Station, LLC and Constellation Energy Nuclear Group, LLC resulting in transfers into Level 3 of $56 million.
(c)As of January 1, 2014 and January 1, 2013, hedge fund investments that contained redemption restrictions limiting Exelon’s ability to redeem the investments within a reasonable period of time were classified as Level 3 investments. As of December 31, 2014 and December 31, 2013, restrictions for certain investments no longer applied, therefore allowing redemption within a reasonable period of time from the measurement date at NAV. As such, these hedge fund investments are reflected as transfers out of Level 3 to Level 2 of $43 million and $627 million in 2014 and 2013 respectively.

There were no significant transfers between Level 1 and Level 2 during the twelve monthsyear ended December 31, 20142016 for the pension and other postretirement benefit plan assets.

Valuation Techniques Used to Determine Fair Value

Cash equivalents. Investments.Investments with maturities of three months or less when purchased, including certain short-term fixed income securities 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.

Equities. Equities.Equities 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 obtained from direct feeds from

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

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

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

by these exchanges. Equity securities are valued based on quoted prices in active markets and are categorized as Level 1. Certain private 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 that hold certain investments in accordance with a stated set of fund objectives, which are consistent with the plans’ overall investment strategy. 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 which 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.securities and are not classified within the fair value hierarchy. These funds have been categorized as Level 2.investments typically can be redeemed monthly with 30 or less days of notice and without further restrictions.

Fixed income. For.For fixed income securities, which consist primarily of corporate debt securities, foreign government securities, municipal bonds, asset and mortgage-backed securities, commingled funds, mutual funds and derivative instruments, 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. TheWith 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 that 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

2.

Other fixed income investments primarily consist of fixed income commingled funds mutual funds, and short-term investmentmutual funds, which are maintained by investment companies and hold certain investments in accordance with a stated set of fund objectives, which are consistent with Exelon’s overall investment strategy. 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 which 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.securities and are not classified within the fair value hierarchy. These funds have been categorized as Level 2. Certain fixed income commingled funds are valued using the NAV per fund share, which is based on the valuationinvestments typically can be redeemed monthly with 30 or less days of the underlying investmentsnotice and include significant unobservable inputs. These funds have been categorized as Level 3.

without further restrictions.

Derivative instruments consisting primarily of futures and interest rate 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.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Private equity. Private.Private equity 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. 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. Since these valuation inputs are not highly observable,The fair value of private equity investments have been categorizedis determined using NAV or its equivalent as Level 3.a practical expedient, and therefore, these investments are not classified within the fair value hierarchy.

Hedge funds. Hedge.Hedge fund investments include those seeking to maximize absolute returns using a broad range of strategies to enhance returns and provide additional diversification. The fair value of hedge funds is determined using NAV or ownership interest ofits equivalent as a practical expedient, and therefore, hedge funds are not classified within the investments.fair value hierarchy. Exelon has the ability to redeem these investments at NAV or its equivalent subject to certain restrictions which may include alock-up period or a gate. For Exelon’s investments that have terms that allow redemption within a reasonable period of time from the measurement date, the hedge fund investments are categorized as Level 2. For investments that have restrictions that may limit Exelon’s ability to redeem the investments at the measurement date or within a reasonable period of time, the hedge fund investments are categorized as Level 3.

Real estate. Real estate investment trusts valued daily based on quoted prices in active markets are categorized as Level 1. Real estate commingled funds are maintained by investment companies and hold certain investments in accordance with a stated set of fund objectives, which are consistent with Exelon’s overall investment strategy. Since these funds 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. These funds have been categorized as Level 2. Other real.Real estate funds are funds with a direct investment in a poolpools of real estate properties. These funds are valued by investment managers on a periodic basis using pricing models that use independent appraisals from sources with professional qualifications. Since theseThese valuation inputs are not highly observable, theseobservable. The fair value of real estate funds have been categorizedinvestments is determined using NAV or its equivalent as Level 3.a practical expedient, and therefore, these investments are not classified within the fair value hierarchy.

AsPrivate credit.Private credit investments primarily consist of December 31, 2014, Exelon has outstanding commitments tolimited partnerships that invest in private equitydebt strategies. These investments are generally less liquid assets with an underlying term of 3 to 5 years and real estateare intended to be held to maturity. The fair value of these investments is determined by the fund manager or administrator and include unobservable inputs such as cost, operating results, and discounted cash flows. The fair value of approximately $825 million. These commitments will be funded by Exelon’s existing pensionprivate credit investments is determined using NAV or its equivalent as a practical expedient, and other postretirement benefit trusts.therefore, these investments are not classified within the fair value hierarchy.

Defined Contribution Savings Plan (Exelon, Generation, ComEd, PECO and BGE)

(All Registrants)

The Registrants participate in various 401(k) defined contribution savings plans that are sponsored by Exelon. The plans are qualified under applicable sections of the IRC and allow employees to contribute a portion of theirpre-tax andafter-tax income in accordance with specified guidelines. All Registrants match a percentage of the employee contributions up to certain limits. The following table presents matching contributions to the savings plan for the years ended December 31, 2014, 20132016, 2015 and 2012:2014:

 

For the Year Ended December 31,

  Exelon   Generation   ComEd   PECO   BGE (a)   BSC (b) 

2014

  $103    $51    $26    $8    $8    $10  

2013

   85     40     22     8     8     7  

2012

   67     30     19     7     7     5  

For the Year Ended
December 31,

 Exelon (a)  Generation (a)  ComEd  PECO  BGE  BSC (b)  Pepco (c)  DPL (c)  ACE  PHISCO (c) 

2016

 $164   $79   $34   $10   $12   $19   $3   $2   $2   $6  

2015

  148    80    32    11    14    11    3    2    2    6  

2014

  103    51    26    8    8    10    3    2    1    6  

   Successor       Predecessor 

PHI

  March 24, 2016 to
December 31, 2016
       January 1, 2016 to
March 23, 2016
   For the Year
Ended
December 31,
2015
   For the Year
Ended
December 31,
2014
 

Saving Plan Matching Contributions

  $10       $3    $14    $13  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

(a)BGE’s matching contributionsIncludes $13 million, $9 million and $5 million related to CENG for the yearyears ended December 31, 2012 include $1 million incurred prior to the closing of the Constellation merger on March 12, 2012. These costs are not included in Exelon’s matching contributions2016, December 31, 2015 and for the year endedperiod from April 1, 2014 to December 31, 2012.2014, respectively.
(b)These amounts primarily represent amounts billed to Exelon’s subsidiaries through intercompany allocations. These costs are not included in the Generation, ComEd, PECO, or BGE amounts above.

(c)Pepco’s, DPL’s and PHISCO’s matching contributions include $1 million, $1 million and $1 million, respectively, of costs incurred prior to the closing of Exelon’s merger with PHI on March 23, 2016, which is not included in Exelon’s matching contributions at December 31, 2016.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

17.18. Severance (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

The Registrants have an ongoing severance plan under which, in general, the longer an employee worked prior to termination the greater the amount of severance benefits. The Registrants record a liability and expense or regulatory asset for severance once terminations are probable of occurrence and the related severance benefits can be reasonably estimated. For severance benefits that are incremental to its ongoing severance plan (“(“one-time termination benefits”), the Registrants measure the obligation and record the expense at fair value at the communication date if there are no future service requirements, or, if future service is required to receive the termination benefit, ratably over the required service period.

Ongoing Severance Plans

CENG Integration-Related Severance

In connection with the Master Agreement, GenerationThe Registrants provide severance and CENG recorded ahealth and welfare benefits under Exelon’s ongoing severance accrualbenefit plans to terminated employees in the fourth quarternormal course of 2013business. These benefits are accrued for when the anticipated employee position reductions as a result of the integration of $2 millionbenefits are considered probable and $16 million, respectively. The majority of these positions are corporate and support positions at CENG. On April 1, 2014, the date the NOSA was executed, Generation consolidated the $19 million CENG severance liability pursuant to the Master Agreement. can be reasonably estimated.

For the years ended December 31, 20142016 and 2013, respectively, Exelon and Generation2015, the Registrants recorded the following severance benefit costs associated with the employee reductions of $3 million and $2 millionongoing severance benefits within Operating and maintenance expense in their Consolidated Statements of Operations and Comprehensive Income. The estimated amount of severance payments associated with this plan is expected to be approximately $24 million. As of December 31, 2014, management recorded its best estimate of severance benefits, which could be adjusted through the completion of the integration process if additional employee position reductions are identified or if employees resign prior to their agreed upon service termination date. Estimated costs to be incurred after December 31, 2014 are not material.Income:

 

Amounts included in the table below represent the severance liability recorded by Exelon and Generation related to the CENG integration:

   Exelon   Generation (a)   ComEd (a)   PECO (a)   BGE (a) 

Year ended December 31,

          

2016

  $19    $13    $3    $1    $1  

2015

   18     15     2     —       1  

 

Year Ended December 31, 2014

Severance Liability

  Exelon and
Generation
 

Balance at December 31, 2013

  $2  

Integration of CENG(a)

   19  

Severance charges

   3  

Payments

   (11
  

 

 

 

Balance at December 31, 2014

  $13  
  

 

 

 
   Successor       Predecessor 
   March 24, 2016 to
December 31, 2016
       January 1, 2016 to
March 23, 2016
   For the Year
Ended
December 31,
2015
 

PHI (a)

         

Severance Benefits

  $1       $—      $—    

 

(a)IncludesThe amounts above for Generation, ComEd, PECO, BGE and PHI include immaterial amounts billed by BSC for the fair value of the CENG integration-related obligation as of April 1, 2014, the date of consolidation. Note this includes an additionalyears ended December 31, 2016 and 2015.

Early Plant Retirement-Related Severance

On December 7, 2016 the Future Energy Jobs Bill was signed into law by the Governor of Illinois and included a ZES. With the passage of the IL ZES, Generation reversed its decision to permanently cease generation operations at the Clinton and Quad Cities nuclear generating plants and expects the

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

plants to continue operation for at least another 10 years. As a result, Exelon and Generation reversed the associated severance benefit costs of $44 million in December 2016 which were previously recorded for expected employee severances.

Cost Management Program-Related Severance

In August 2015, Exelon announced a cost management program focused on cost savings at BSC and Generation, including the elimination of approximately 500 positions. These actions are in response to the continuing economic challenges confronting all parts of Exelon’s business and industry, necessitating continued focus on cost management through enhanced efficiency and productivity. Exelon expects that approximately 250 corporate support positions in BSC and approximately 250 positions located throughout Generation will be eliminated. The final amount of the severance charges related to the cost management program will ultimately depend on the specific employees severed.

For the year ended December 31, 2016, the Registrants recorded the following severance costs related to the cost management program within Operating and maintenance expense in their Consolidated Statements of Operations and Comprehensive Income, pursuant to the authoritative guidance for ongoing severance plans:

   Exelon   Generation   ComEd   PECO   BGE 

Severance benefits (a)

  $23    $18    $3    $1    $1  

(a)The amounts above for Generation, ComEd, PECO and BGE include $7 million, $3 million, of severance charges incurred in$1 million, and $1 million, respectively, for amounts billed by BSC through intercompany allocations for the first quarter of 2014 by CENG. See Note 5—Investment in Constellation Energy Nuclear Group, LLC for additional information.year ended December 31, 2016.

Cash payments underSeverance Costs Related to the severance plan began in 2014. Substantially all cash payments under the plan are expected to be made by the end of 2015.

Constellation Merger-Related Severance

PHI Merger

Upon closing the merger with Constellation,PHI Merger, Exelon recorded a severance accrual for the anticipated employee position reductions as a result of the post-merger integration. The majority of these positions are corporateCash payments under the plan began in May 2016 and Generation support positions. Since then, Exelon has identified

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

specific employees to be severed pursuant to the merger-related staffing and selection process as well as employees that were previously identified for severance but have since accepted another position within Exelon and are no longer receiving a severance benefit. Exelon adjusts its accrual each quarter to reflect its best estimate of remaining severance costs.

The amount of severance expense associated with the post-merger integration recognized for the twelve months ended December 31, 2014 and 2013 is not material. Estimated costs to be incurred after December 31, 2014 are not immaterial.

will continue through 2020.

For the year ended December 31, 2012,2016, the Registrants recorded the following severance benefit costs associated with the identified job reductions within Operating and maintenance expense in their Consolidated Statements of Operations and Comprehensive Income, exceptpursuant to the authoritative guidance for those costs that were capitalized as regulatory assets related to ComEd and BGE:ongoing severance plans:

 

Year Ended December 31, 2012

Severance Benefits(a)

  Exelon (b)   Generation   ComEd (b)   PECO   BGE (b) 

Severance charges

  $124    $80    $14    $7    $17  

Stock compensation

   7     4     1     —       1  

Other charges

   7     4     1     —       1  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total severance benefits

  $138    $88    $16    $7    $19  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                       Successor             
   Exelon   Generation   ComEd   PECO   BGE   PHI   Pepco (b)   DPL (c)   ACE 

Severance benefits (a)

  $57    $9    $2    $1    $1    $44    $21    $13    $10  

 

(a)The amounts above for Generation, ComEd, PECO, BGE, Pepco, DPL and ACE include $46$8 million, at Generation, $14$2 million, at ComEd, $7$1 million, at PECO,$1 million, $20 million, $12 million and $7$10 million, at BGE,respectively, for amounts billed by BSC and/or PHISCO through intercompany allocations for the year ended December 31, 2012.2016.
(b)Exelon, ComEd and BGEPepco established a regulatory assetsasset of $35$11 million $16 million and $19 million, respectively,as of December 31, 2016, primarily for severance benefitsbenefit costs forrelated to the year endedPHI merger.
(c)DPL established a regulatory asset of $4 million as of December 31, 2012. The majority of these2016, primarily for severance benefit costs are expectedrelated to be recovered over a five-year period.the PHI merger.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Severance Liability

Amounts included in the table below represent the severance liability recorded by Exelon, Generation, ComEd, PECO and BGE for employees of those Registrantseach Registrant and exclude amounts included at Exelon and billed through intercompany allocations:

 

Severance liability

  Exelon Generation ComEd PECO   BGE 

Balance at December 31, 2012

  $111   $33   $1   $—      $11  

Severance charges (a)

   5    1    —      —       —    

Stock compensation

   1    —      —      —       —    
           Successor       

Severance Liability

 Exelon Generation ComEd PECO BGE PHI (b) Pepco DPL ACE 

Balance at December 31, 2014

 $50   $34   $2   $—     $2   $—     $1   $—     $—    

Severance charges

 16   10   2    —      —      —      —      —      —    

Payments

   (64  (24  (1  —       (5 (31 (21 (1  —     (1  —     (1  —      —    
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2013

  $53   $10   $—     $—      $6  
  

 

  

 

  

 

  

 

   

 

 

Balance at December 31, 2015

 $35   $23   $3   $—     $1   $—     $—     $—     $—    

Severance charges (a)

 99   22   2    —      —     56   1   1    —    

Payments

   (41  (7  —      —       (4 (46 (9 (2  —     (1 (27 (1 (1  —    
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2014

  $12   $3   $—     $—      $2  

Balance at December 31, 2016

 $88   $36   $3   $—     $—     $29   $—     $—     $—    
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

   Predecessor 

Severance Liability

  PHI (b) 

Balance at December 31, 2014

  $3  

Severance charges

   —    

Payments

   (3
  

 

 

 

Balance at December 31, 2015

  $—    
  

 

 

 

 

(a)Includes salary continuance and health and welfare severance benefits. Amounts primarily represent benefits provided for under Exelon’s ongoing severance plan. One-time termination benefits were not materialthe PHI post-merger integration and the cost management program.
(b)For PHI, the successor period includes activity for the yearsperiod from March 24, 2016 through December 31, 2016. The PHI predecessor periods include activity for the year ended December 31, 20142015 and December 31, 2013.the period January 1, 2016 through March 23, 2016. There was no activity in the 2016 PHI predecessor period.

19. Mezzanine Equity (Exelon, Generation and PHI)

Substantially all cash payments underContingently Redeemable Noncontrolling Interests (Exelon and Generation)

In November 2015, 2015 ESA Investco, LLC, a wholly owned subsidiary of Generation, entered into an arrangement to sell a portion of its equity to a tax equity investor. Pursuant to the plan are expected to be madeoperating agreement, in certain circumstances the equity contributed by the endnoncontrolling interests holder could be contingently redeemable. These circumstances are outside of 2016.the control of Generation and the noncontrolling interests holder resulting in a portion of the noncontrolling interests being considered contingently redeemable and thus presented in mezzanine equity on the consolidated balance sheet.

The following table summarizes the changes in the contingently redeemable noncontrolling interests for the years ended December 31, 2016 and 2015:

   Contingently Redeemable NCI 

Balance at December 31, 2014

  $—    

Cash received from noncontrolling interests

   32  

Release of contingency

   (4
  

 

 

 

Balance at December 31, 2015

  $28  

Cash received from noncontrolling interests

   129  

Release of contingency

   (157
  

 

 

 

Balance at December 31, 2016

  $—    
  

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Ongoing Severance PlansPreferred Stock (PHI)

In connection with the PHI Merger Agreement, Exelon purchased 18,000 originally issued shares of PHI preferred stock for a purchase price of $180 million. PHI excluded the preferred stock from equity at December 31, 2015 since the preferred stock contained conditions for redemption that were not solely within the control of PHI. Management determined that the preferred stock contained embedded features requiring separate accounting consideration to reflect the potential value to PHI that any issued and outstanding preferred stock could be called and redeemed at a nominal par value upon a termination of the merger agreement under certain circumstances due to the failure to obtain required regulatory approvals. The Registrants provide severance, healthembedded call and welfare benefits under Exelon’s ongoing severance benefit plans to terminated employeesredemption features on the shares of the preferred stock in the normal courseevent of business, whichsuch a termination were not directlyseparately accounted for as derivatives. As of December 31, 2015, the fair value of the derivative related to the preferred stock was estimated to be $18 million based on PHI’s updated assessment and was included in current assets with a corresponding increase in preferred stock on the Consolidated Balance Sheet. Immediately prior to the merger with Constellation or withdate, PHI updated its assessment of the integrationfair value of CENG. These benefits are accrued for when the benefits are considered probablederivative and can be reasonably estimated.

Forreduced the years ended December 31, 2014, 2013, and 2012,fair value to zero, recording the Registrants recorded the following severance costs associated with these ongoing severance benefits$18 million decrease in fair value as a reduction of Other, within Operating and maintenance expense in their ConsolidatedPHI’s predecessor period, January 1, 2016 to March 23, 2016, Statements of Operations and Comprehensive Income:Income.

Severance Benefits(a)

  Exelon   Generation   ComEd   PECO   BGE 

Severance Charges—2014

  $7    $5    $1    $—      $1  

Severance Charges—2013

   18     16     2     —       —    

Severance Charges—2012

   19     14     2     1     3  

(a)The amounts above for Generation include $1 million, $2 million, and $0 million for amounts billed by BSC through intercompany allocations for the years ended December 31, 2014, December 31, 2013, and December 31, 2012, respectively. Amounts billed by BSC to ComEd, PECO and BGE were not material.
(b)The amount of ongoing severance for Generation for the year ended December 31, 2014 includes a $3 million severance reserve as a result of anticipated employee position reductions due to recent acquisitions.

On March 23, 2016, the preferred stock was cancelled and the $180 million cash consideration previously received by PHI to issue the preferred stock was treated as additional merger purchase price consideration.

The severance liability balances associated with these ongoing severance benefits as of December 31, 2014 and 2013 are not material.

18. Preferred and Preference Securities20. Shareholders’ Equity (Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL and BGE)ACE)

At December 31, 2014 and 2013, Exelon was authorized to issue up to 100,000,000 shares of preferred securities, none of which were outstanding.

Preferred and Preference Securities of Subsidiaries

At December 31, 2014 and 2013, ComEd prior preferred securities and ComEd cumulative preference securities consisted of 850,000 shares and 6,810,451 shares authorized, respectively, none of which were outstanding.

On May 1, 2013, PECO redeemed all of its outstanding preferred securities. PECO had $87 million of cumulative preferred securities that were redeemable at its option at any time for the redemption price established when each series was issued. The redemption premium was treated as a reduction to Net income to arrive at Net income attributable to common shareholders utilized in the calculation of the earnings per share for Exelon.

At December 31, 2014 and 2013, BGE cumulative preference stock, $100 par value, consisted of 6,500,000 shares authorized and the outstanding amounts set forth below. Shares of BGE preference stock have no voting power except for the following:

The preference stock has one vote per share on any charter amendment which would create or authorize any shares of stock ranking prior to or on a parity with the preference stock as to either dividends or distribution of assets, or which would substantially adversely affect the contract rights, as expressly set forth in BGE’s charter, of the preference stock, each of which requires the affirmative vote of two-thirds of all the shares of preference stock outstanding; and

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Whenever BGE fails to pay full dividends on the preference stock and such failure continues for one year, the preference stock shall have one vote per share on all matters, until and unless such dividends shall have been paid in full. Upon liquidation, the holders of the preference stock of each series outstanding are entitled to receive the par amount of their shares and an amount equal to the unpaid accrued dividends.

       December 31, 
     Redemption
Price(a)
   2014   2013   2014   2013 
         Shares Outstanding           Dollar Amount     

Series (without mandatory redemption)

          

7.125%, 1993 Series

  $100.00     400,000     400,000    $40    $40  

6.97%, 1993 Series

   100.00     500,000     500,000     50     50  

6.70%, 1993 Series

   100.00     400,000     400,000     40     40  

6.99%, 1995 Series

   100.35     600,000     600,000     60     60  
    

 

 

   

 

 

   

 

 

   

 

 

 

Total preference stock

     1,900,000     1,900,000    $190    $190  
    

 

 

   

 

 

   

 

 

   

 

 

 

(a)Redeemable, at the option of BGE, at the indicated dollar amounts per share, plus accrued and unpaid dividends.

19. Common Stock (Exelon, Generation, ComEd, PECO and BGE)

The following table presents common stock authorized and outstanding as of December 31, 20142016 and 2013:2015:

 

           December 31, 
           2014   2013 
   Par Value   Shares Authorized   Shares Outstanding 

Common Stock

        

Exelon

   no par value     2,000,000,000     859,833,343     857,290,484  

ComEd

   $12.50     250,000,000     127,016,947     127,016,896  

PECO

   no par value     500,000,000     170,478,507     170,478,507  

BGE

   no par value     175,000,000     1,000     1,000  

           December 31, 
           2016   2015 
   Par Value   Shares Authorized   Shares Outstanding 

Common Stock

        

Exelon

   no par value     2,000,000,000     924,035,059     919,924,742  

ComEd

   $12.50     250,000,000     127,017,157     127,016,973  

PECO

   no par value     500,000,000     170,478,507     170,478,507  

BGE

   no par value     175,000,000     1,000     1,000  

PHIPredecessor

   $  0.01     400,000,000     n/a     254,289,261  

Pepco

   $  0.01     200,000,000     100     100  

DPL

   $  2.25     1,000     1,000     1,000  

ACE

   $  3.00     25,000,000     8,546,017     8,546,017  

ComEd had 73,53372,859 and 73,70973,434 warrants outstanding to purchase ComEd common stock at December 31, 20142016 and 2013,2015, respectively. 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. At December 31, 20142016 and 2013, 24,5112015, 24,286 and 24,57024,478 shares of common stock, respectively, were reserved for the conversion of warrants.

Equity Securities Offering

In June 2014, Exelon marketed an equity offering of 57.5 million shares of its common stock at a public offering price of $35 per share. In connection with such offering, Exelon entered into forward sale agreements requiring Exelon to, at its election, prior to October 29, 2015; i) physically settle the transaction through the issuance of 57.5 million shares of its common stock in exchange for net proceeds at the forward price specified in the agreements of between approximately $1.8 billion and $1.9 billion, after consideration of underwriters discount of approximately $60 million and subject to certain adjustments as provided in the forward sales agreement, or ii) net settle the transaction either through the payment of cash or shares of its common stock based on the then current market value of

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

the shares minus the value of the shares atsale agreements with two counterparties. In July 2015, Exelon settled the forward sale agreement by the issuance of 57.5 million shares of Exelon common stock. Exelon received net cash proceeds of $1.87 billion, which was calculated based on a forward price of $32.48 per share as specified in the forward sale agreements. The net ofproceeds were used to fund the underwriters discountmerger with PHI and the daily accretion rate. Norelated costs and expenses, and for general corporate purposes. The forward sale agreements are classified as equity transactions. As a result, no amounts have or will bewere recorded in Exelon’sthe consolidated financial statements with respect tountil the equity offering untilJuly 2015 settlement of the forward sale agreements occurs. If Exelon elected to net share settle the contract as of December 31, 2014, Exelon would have been required to issue 4 million shares. If Exelon elects to cash settle the contract, the transaction costs will be recorded as a charge to earnings in the period in which it becomes probable that Exelon will cash settle. Otherwise, all transaction costs will be reflected as a reductionagreements. However, prior to the value of the common stock issued in Exelon’s Consolidated Balance Sheet. The net proceeds received uponJuly 2015 settlement, are expected to be used to finance a portion of the acquisition of PHI and for general corporate purposes. Until settlement, earnings per share dilution resulting from the forward sales agreement,incremental shares, if any, will be determined underwere included within the calculation of diluted EPS using the treasury stock method.

Concurrent with the forward equity transaction, Exelon also issued $1.15 billion of junior subordinated notes in the form of 23 million equity units. See Note 13—14—Debt and Credit Agreements for further information on the equity units.

Share Repurchases

Share Repurchase Programs. In April 2004, Exelon’sThere currently is no Exelon Board of Directors approved a discretionary share repurchase program that allowed ExelonDirector authority to repurchase shares of its common stock on a periodic basis in the open market. The share repurchase program was intended to mitigate, in part, the dilutive effect of shares issued under Exelon’s employee stock option plan and Exelon’s ESPP. The aggregate value of the shares of common stock repurchased pursuant to the program cannot exceed the economic benefit received after January 1, 2004 due to stock option exercises and share purchases pursuant to Exelon’s ESPP. The economic benefit consists of the direct cash proceeds from purchases of stock and the tax benefits associated with exercises of stock options. The 2004 share repurchase program had no specified limit on the number of shares that could be repurchased and no specified termination date. In 2008, Exelon management decided to defer indefinitely any share repurchases.shares. Any previous shares repurchased are held as treasury shares, at cost, unless cancelled or reissued at the discretion of Exelon’s management. Under the previous share repurchase programs, 35 million shares of common stock are held as treasury stock with a cost of $2.3 billion at December 31, 2014.2016. During 2014, 20132016, 2015 and 2012,2014, Exelon had no common stock repurchases.

Preferred and Preference Securities of Subsidiaries

At December 31, 2016 and 2015, Exelon was authorized to issue up to 100,000,000 shares of preferred securities, none of which were outstanding.

At December 31, 2016 and 2015, ComEd prior preferred securities and ComEd cumulative preference securities consisted of 850,000 shares and 6,810,451 shares authorized, respectively, none of which were outstanding.

On July 3, 2016, BGE redeemed all 400,000 shares of its outstanding 7.125% Cumulative Preference Stock, 1993 Series and all 600,000 shares of its outstanding 6.990% Cumulative Preference Stock, 1995 Series for $100 million, plus accrued and unpaid dividends. On September 18, 2016, BGE redeemed the remaining 500,000 shares of its outstanding 6.970% Cumulative Preference Stock, 1993 Series and the remaining 400,000 shares of its outstanding 6.700% Cumulative Preference Stock, 1993 Series for $90 million, plus accrued and unpaid dividends. At December 31, 2016 and 2015, BGE cumulative preference stock, $100 par value, consisted of 6,500,000 shares authorized and the outstanding amounts set forth in the table below. Shares of BGE preference stock have no voting power except for the following:

 

The preference stock has one vote per share on any charter amendment that i) with regards to either dividends or distribution of assets, would create or authorize any shares of stock ranking prior to or on a parity with the preference stock or ii) substantially adversely affect the contract rights, as expressly set forth in BGE’s charter, of the preference stock. Each such amendment would require the affirmative vote oftwo-thirds of all the shares of preference stock outstanding; and

Whenever BGE fails to pay full dividends on the preference stock and such failure continues for one year, the preference stock shall have one vote per share on all matters, until and

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

unless such dividends shall have been paid in full. Upon liquidation, the holders of the preference stock of each series outstanding are entitled to receive the par amount of their shares and an amount equal to the unpaid accrued dividends.

       December 31, 
   Redemption
Price (a)
   2016   2015   2016   2015 
     Shares Outstanding   Dollar
Amount
 

Series (without mandatory redemption)

          

7.125%, 1993 Series

  $100.00     —       400,000    $—      $40  

6.97%, 1993 Series

   100.00     —       500,000     —       50  

6.70%, 1993 Series

   100.00     —       400,000     —       40  

6.99%, 1995 Series

   100.00     —       600,000     —      ��60  
    

 

 

   

 

 

   

 

 

   

 

 

 

Total preference stock

     —       1,900,000    $—      $190  
    

 

 

   

 

 

   

 

 

   

 

 

 

(a)Redeemable, at the option of BGE, at the indicated dollar amounts per share, plus accrued and unpaid dividends.

21. Stock-Based Compensation Plans (All Registrants)

Stock-Based Compensation Plans

Exelon grants stock-based awards through its LTIP, which primarily includes stock options, restricted stock units and performance share awards. At December 31, 2014,2016, there were approximately 1614 million shares authorized for issuance under the LTIP. For the years ended December 31, 2014, 20132016, 2015 and 2012,2014, exercised and distributed stock-based awards were primarily issued from authorized but unissued common stock shares.

The Compensation Committee of Exelon’s Board of Directors changed the mix of awards granted under the LTIPBeginning in 2013 by eliminating stock options in favor of the use of full value shares, consisting of 67% performance shares and 33% restricted stock units. The performance share awards granted in 2013 will cliff vest at the end of a three-year performance period. The performance share awards granted in 2012 and earlier had a one-year performance period and vested ratably over three years. To address the reduction in annual award opportunity resulting from the transition to a three-year cliff vesting performance period, the Compensation Committee also approved a one-time grant of

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

performance share transition awards in 2013, which vested one-third after one year, with the remaining balance vesting over a two-year performance period. These one-time 2013 performance share transition awards will be settled 50% in common stock and 50% in cash, except for awards granted to executive vice presidents and higher officers that may be settled 100% in cash if certain Exelon stock ownership requirements are satisfied. In addition to this change, in 20132014, ComEd, and in 2014 PECO and BGE transitioned from Exelon stock-based awards togrant cash award programs with payouts based on the performance of each respective utility.awards. The following tables do not include expense related to these plans as they are not considered stock-based compensation plans under the applicable accounting guidance.

In connection with the acquisition of PHI in March 2016, PHI’s unvested time-based restricted stock units and performance-based restricted stock units issued prior to April 29, 2014 were immediately vested and paid in cash upon the close of the merger. PHI’s remaining unvested time-based restricted stock units as of the close of the merger were cancelled. There were no remaining unvested performance-based restricted stock units as of the close of the merger.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The following table presentstables present the stock-based compensation expense included in Exelon’s and PHI’s Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2016, 2015 and 2014, 2013 and 2012:as well as for the PHI predecessor period January 1, 2016 to March 23, 2016:

Exelon

 

  Year Ended
December 31,
   Year Ended
December 31,
 

Components of Stock-Based Compensation Expense

  2014 2013 2012   2016 (a) 2015 2014 

Performance share awards

  $59   $48   $46    $93   $41   $59  

Restricted stock units

   61    61    50     75   71   61  

Stock options

   2    3    15     —     1   2  

Other stock-based awards

   5    6    4     7   6   5  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total stock-based compensation expense included in operating and maintenance expense

   127    118    115     175   119   127  

Income tax benefit

   (47  (44  (44   (68 (46 (47
  

 

  

 

  

 

   

 

  

 

  

 

 

Total after-tax stock-based compensation expense

  $80   $74   $71    $107   $73   $80  
  

 

  

 

  

 

   

 

  

 

  

 

 

 

(a)2016 amounts include expense related to stock-based compensation granted to eligible PHI employees since the merger date of March 23, 2016.

PHI

   Predecessor 
   January 1 to
March 23,
  Years Ended
December 31,
 

Components of Stock-Based Compensation Expense

  2016  2015  2014 

Time-based restricted stock units

  $2   $7   $5  

Performance-based restricted stock units

   1    5    8  

Time-based restricted stock awards

   —      1    5  
  

 

 

  

 

 

  

 

 

 

Total stock-based compensation expense included in operating and maintenance expense

   3    13    18  

Income tax benefit

   (1  (5  (7
  

 

 

  

 

 

  

 

 

 

Totalafter-tax stock-based compensation expense

  $2   $8   $11  
  

 

 

  

 

 

  

 

 

 

The following table presentstables present the Registrants’ stock-based compensation expense(pre-tax) for the years ended December 31, 2016, 2015 and 2014, 2013 and 2012:as well as for the PHI predecessor period January 1, 2016 to March 23, 2016:

 

  Year Ended
December 31,
   Years Ended
December 31,
 

Subsidiaries

  2014   2013   2012 (a)   2016   2015   2014 

Exelon

  $175    $119    $127  

Generation

  $52    $48    $42     78     64     52  

ComEd

   7     9     11     8     6     7  

PECO

   3     5     5     3     3     3  

BGE

   5     6     5     1     3     5  

BSC (b)

   60     50     52  
  

 

   

 

   

 

 

Total

  $127    $118    $115  
  

 

   

 

   

 

 

BSC(a)

   81     43     60  

PHI(a)(b)

   7     13     18  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

   Successor       Predecessor 
   March 24 to
December 31,
       January 1 to
March 23,
   Years Ended
December 31,
 
   2016       2016   2015   2014 

PHI

  $4       $3    $13    $18  

 

(a)BGE’s stock-based compensation expense (pre-tax) for December 31, 2012 excludes $2 million of cost incurred in 2012 prior to the closing of Exelon’s merger with Constellation on March 12, 2012. This amount is not included in Exelon’s stock-based compensation expense for the year ended December 31, 2012 shown in the table titled Components of Stock-Based Compensation Expense and the breakout by subsidiary above.
(b)These amounts primarily represent amounts billed to Exelon’s subsidiaries through intercompany allocations. These amounts are not included in the Generation, ComEd, PECO, and BGE or PHI amounts above.

(b)Pepco’s, DPL’s and ACE’s stock-based compensation expense for the year ended December 31, 2016 and for the period January 1, 2016 through March 23, 2016 was not material. PHI’s stock-based compensation expense for the year ended December 31, 2016 includes $3 million of costs incurred prior to the closing of Exelon’s merger with PHI on March 23, 2016.

There were no significant stock-based compensation costs capitalized during the years ended December 31, 2016, 2015 and 2014 2013 and 2012.

Combined Notesfor Exelon or PHI, or for PHI during the predecessor period January 1, 2016 to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

March 23, 2016.

Exelon receivesand PHI receive a tax deduction based on the intrinsic value of the award on the exercise date for stock options and the distribution date for performance share awards and restricted stock units. For each award, throughout the requisite service period, Exelon recognizesand PHI recognize the tax benefit related to compensation costs. The tax deductions in excess of the benefits recorded throughout the requisite service period are recorded to common stock and are included in other financing activities within Exelon’s Consolidated Statements of Cash Flows. The following table presentstables present information regarding Exelon’s and PHI’s tax benefits for the years ended December 31, 2016, 2015 and 2014 2013 and 2012:PHI’s predecessor period January 1, 2016 to March 23, 2016:

Exelon

 

   Year Ended
December 31,
 
   2014   2013   2012 

Realized tax benefit when exercised/distributed:

      

Stock options

  $—      $—      $3  

Restricted stock units

   17     11     11  

Performance share awards

   11     11     7  

Stock deferral plan

   —       1     —    

Excess tax benefits included in other financing activities of Exelon’s

      

Consolidated Statements of Cash Flows:

      

Stock options

  $—      $—      $2  
   Years Ended December 31, 
   2016   2015   2014 

Realized tax benefit when exercised/distributed:

      

Restricted stock units

  $27    $30    $17  

Performance share awards

   18     18     11  

PHI

 

   Predecessor 
   January 1 to
March 23,
   Years Ended
December 31,
 
   2016   2015   2014 

Realized tax benefit when exercised/distributed:

      

Time-based restricted stock units

  $—      $2    $3  

Performance-based restricted stock units

   —       5     4  

Time-based restricted stock awards

   —       —       1  

Stock Options

Non-qualified stock options to purchase shares of Exelon’s common stock were granted under the LTIP through 2012. Due to changes in the LTIP, there were no stock options granted in 20132014, 2015 or 2014.2016. For all stock options granted through 2012, the exercise price of the stock options is equal to the fair market value of the underlying stock on the date of option grant. The vesting period of stock options is generally four years. As of December 31, 2016 all stock options are fully vested. All stock options expire ten years from the date of grant.

The value of stock options at the date of grant is expensed over the requisite service period using the straight-line method. The requisite service period for stock options is generally four years.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

However, certain stock options become fully vested upon the employee reaching retirement-eligibility. The value of the stock options granted to retirement-eligible employees is either recognized immediately upon the date of grant or through the date at which the employee reaches retirement eligibility.

The fair value of each option is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The following table presents the weighted average assumptions used in the pricing model for grants and the resulting weighted average grant date fair value of stock options granted for the year ended 2012:

Year ended
December 31, 2012

Dividend yield

5.28

Expected volatility

23.20

Risk-free interest rate

1.30

Expected life (years)

6.25

Weighted average grant date fair value (per share)

4.18

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

The assumptions above relate to Exelon stock options granted in 2012 and therefore do not include stock options that were converted in connection with the merger with Constellation during the year ended 2012.

The dividend yield is based on several factors, including Exelon’s most recent dividend payment at the grant date and the average stock price over the previous year. Expected volatility is based on implied volatilities of traded stock options in Exelon’s common stock and historical volatility over the estimated expected life of the stock options. The risk-free interest rate for a security with a term equal to the expected life is based on a yield curve constructed from U.S. Treasury strips at the time of grant. For each year presented, the expected life represents the period of time the stock options are expected to be outstanding and is based on the simplified method. Exelon believes that the simplified method is appropriate due to several factors that result in historical exercise data not being sufficient to determine a reasonable estimate of expected term. Exelon uses historical data to estimate employee forfeitures, which are compared to actual forfeitures on a quarterly basis and adjusted as necessary.

The following table presents information with respect to stock option activity for the year ended December 31, 2014:2016:

 

  Shares Weighted
Average
Exercise
Price
(per
share)
   Weighted
Average
Remaining
Contractual
Life
(years)
   Aggregate
Intrinsic
Value
   Shares Weighted
Average
Exercise
Price
(per
share)
   Weighted
Average
Remaining
Contractual
Life
(years)
   Aggregate
Intrinsic
Value
 

Balance of shares outstanding at December 31, 2013

   21,035,445   $46.07      

Balance of shares outstanding at December 31, 2015

   15,572,757   $46.68      

Options exercised

   (291,805  25.27         (840,672 22.12      

Options forfeited

   (8,886  55.78         —      —        

Options expired

   (1,903,787  41.47         (2,200,494 58.60      
  

 

        

 

      

Balance of shares outstanding at December 31, 2014

   18,830,967   $46.85     4.11    $29  

Balance of shares outstanding at December 31, 2016

   12,531,591   $46.23     3.50    $13  
  

 

        

 

      

Exercisable at December 31, 2014(a)

   18,398,932   $47.01     4.04    $29  

Exercisable at December 31, 2016(a)

   12,531,591   $46.23     3.50    $13  
  

 

        

 

      

 

(a)Includes stock options issued to retirement eligible employees.

The following table summarizes additional information regarding stock options exercised for the years ended December 31, 2014, 20132016, 2015 and 2012:2014:

 

  Year Ended
December 31,
   Years Ended
December 31,
 
  2014   2013   2012   2016   2015   2014 

Intrinsic value (a)

  $3    $4    $19    $11    $—      $3  

Cash received for exercise price

   7     19     47     19     —       7  

 

(a)The difference between the market value on the date of exercise and the option exercise price.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

The following table summarizes Exelon’s nonvested stock option activity for the year ended December 31, 2014:2016:

 

   Shares  Weighted Average
Exercise Price
(per share)
 

Nonvested at December 31, 2013(a)

   847,118   $40.22  

Vested

   (406,197  40.21  

Forfeited

   (8,886  55.78  
  

 

 

  

Nonvested at December 31, 2014(a)

   432,035   $39.91  
  

 

 

  
   Shares  Weighted Average
Exercise Price
(per share)
 

Nonvested at December 31, 2015(a)

   82,250   $39.81  

Vested

   (82,250  39.81  
  

 

 

  

Nonvested at December 31, 2016(a)

   —     $—    
  

 

 

  

 

(a)Excludes 746,140 and 1,348,913279,000 of stock options issued to retirement-eligible employees as of December 31, 2014 and December 31, 2013, respectively,2015 as they are fully vested. As of December 31, 2016, all stock options are fully vested.

At December 31, 2014, $1 million of total2016, there was no unrecognized compensation costs related to nonvested stock options are expectedoptions.

Combined Notes to be recognized over the remaining weighted-average period of 1.0 year.Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

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. The value of the restricted stock units granted to retirement-eligible employees is either recognized immediately upon the date of grant or through the date at which the employee reaches retirement eligibility. Exelon uses historical data to estimate employee forfeitures, which are compared to actual forfeitures on a quarterly basis and adjusted as necessary.

The following table summarizestables summarize Exelon’s and PHI’s nonvested restricted stock unit activity for the year ended December 31, 2014:2016 and PHI’s for the predecessor period January 1, 2016 to March 23, 2016:

Exelon

 

  Shares Weighted Average
Grant Date Fair
Value (per share)
   Shares Weighted Average
Grant Date Fair
Value (per share)
 

Nonvested at December 31, 2013(a)

   3,386,697   $34.10  

Nonvested at December 31, 2015(a)

   3,563,254   $32.92  

Granted

   2,252,574    28.71     3,042,184   28.14  

Vested

   (1,216,016  35.36     (1,797,536 32.44  

Forfeited

   (86,094  31.99     (85,940 30.08  

Undistributed vested awards (b)

   (578,943  29.17     (897,546 28.35  
  

 

    

 

  

Nonvested at December 31, 2014(a)

   3,758,218   $31.27  

Nonvested at December 31, 2016(a)(c)

   3,824,416   $30.49  
  

 

    

 

  

PHI

   Time-based
Shares
   Weighted Average
Grant Date Fair
Value (per share)
   Performance-
based Shares
  Weighted Average
Grant Date Fair
Value (per share)
 

Nonvested at December 31, 2015

   628,514    $24.71    $408,638   $18.56  

Granted

   152,928     26.01     305,856    25.41  

Vested

   —       —       (4,950  26.08  

Forfeited

   —       —       (1,238  26.08  
  

 

 

     

 

 

  

Nonvested at March 23, 2016

   781,442    $24.96    $708,306   $21.45  
  

 

 

     

 

 

  

 

(a)Excludes 975,1161,319,372 and 931,628975,116 of restricted stock units issued to retirement-eligible employees as of December 31, 20142016 and December 31, 2013,2015, respectively, as they are fully vested.
(b)Represents restricted stock units that vested but were not distributed to retirement-eligible employees during 2014.2016.
(c)2016 amounts include activity related to stock-based compensation granted to eligible PHI employees since the merger date of March 23, 2016.

TheFor Exelon, the weighted average grant date fair value (per share) of restricted stock units granted for the years ended December 31, 2016, 2015 and 2014 2013was $28.14, $36.55 and 2012 was $28.71, $31.06 and $39.94, respectively. At

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

At December 31, 20142016 and 2013,2015, Exelon had obligations related to outstanding restricted stock units not yet settled of $85$101 million and $77$97 million, respectively, which are included in common stock in Exelon’s Consolidated Balance Sheets. For the years ended December 31, 2014, 20132016, 2015 and 2012,2014, Exelon settled restricted stock units with fair value totaling $43$68 million, $28$75 million and $25$43 million, respectively. At December 31, 2014, $592016, $58 million of total unrecognized compensation costs related to nonvested restricted stock units are expected to be recognized over the remaining weighted-average period of 2.12 years.

For PHI, the weighted average grant date fair value (per share) of time-based restricted stock units granted for the years ended December 31, 2015 and 2014 was $27.40 and $19.77, respectively, and for performance-based restricted stock units was $26.08 and $18.53 for the same periods, respectively. At December 31, 2015 PHI had obligations related to outstanding time-based and performance-based restricted stock units not yet settled of $1 million each, which are included in common stock in PHI’s Consolidated Balance Sheet. For the years ended December 31, 2015 and 2014, PHI settled time-based restricted stock units with fair value totaling $6 million and $8 million, respectively, and settled performance-based restricted stock units with fair value totaling $15 million and $9 million, for the same periods, respectively. There were no settled restricted stock units for the predecessor period January 1, 2016 to March 23, 2016.

Performance Share Awards

Performance share awards are granted under the LTIP. The 2014 and 2013 performance share awards are being settled 50% in common stock and 50% in cash at the end of the three-year performance period, except for awards granted to executive vice presidents and higher officers that may be settled 100% in common stock, 100% in cash or 50%in common stock and 50% in cash if certain ownership requirements are satisfied. The performance shares granted prior to 2012 generally vest and settle over a three-year period with the holders receiving shares of common stock and/or cash annually during the vesting period.

The common stock portion of the performance share and one-time 2013 performance share transition awards is considered an equity award and is valued based on Exelon’s stock price on the grant date. The cash portion of the 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 graded-vesting method. For performance share and one-time performance share transition awards granted to retirement-eligible employees, the value of the performance shares inis recognized ratably over the vesting period, which is the year of grant.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The following table summarizestables summarize Exelon’s and PHI’s nonvested performance share awards activity for the year ended December 31, 2014:2016 and PHI’s for the predecessor period January 1, 2016 to March 23, 2016:

Exelon

 

  Shares Weighted Average
Grant Date Fair
Value (per share)
   Shares (c) Weighted Average
Grant Date Fair
Value (per share)
 

Nonvested at December 31, 2013(a)

   2,014,190   $32.74  

Nonvested at December 31, 2015(a)

   2,557,159   $31.88  

Granted

   1,712,085    28.75     2,319,407   28.85  

Change in performance

   98,227    31.85     627,303   30.04  

Vested

   (497,714  35.05     (949,315 31.31  

Forfeited

   (29,476  30.16     (70,876 30.90  

Undistributed vested awards(b)

   (601,215  28.96     (1,367,417 28.33  
  

 

    

 

  

Nonvested at December 31, 2014(a)

   2,696,097   $30.62  

Nonvested at December 31, 2016(a)

   3,116,261   $30.77  
  

 

    

 

  

PHI

   Time-based
Shares
   Weighted Average
Grant Date Fair
Value (per share)
   Performance-
based Shares
  Weighted Average
Grant Date Fair
Value (per share)
 

Nonvested at December 31, 2015

   54,165    $26.80     24,717   $26.10  

Vested

   —       —       (24,717  26.10  
  

 

 

     

 

 

  

Nonvested at March 23, 2016

   54,165    $26.80     —     $—    
  

 

 

     

 

 

  

 

(a)Excludes 1,535,7912,443,409 and 1,411,8241,817,883 of performance share awards issued to retirement-eligible employees as of December 31, 20142016 and December 31, 2013,2015, respectively, as they are fully vested.
(b)Represents performance share awards that vested but were not distributed to retirement-eligible employees during 2014.2016.
(c)2016 amounts include PHI for the period of March 24, 2016 through December 31, 2016.

TheFor Exelon, the weighted average grant date fair value (per share) of performance share awards granted during the years ended December 31, 2016, 2015 and 2014 2013was $28.85, $35.88, and 2012 was $28.75, $31.55, and $39.71,

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

respectively. During the years ended December 31, 2014, 20132016, 2015 and 2012,2014, Exelon settled performance shares with a fair value totaling $27$45 million, $26$46 million and $23$27 million, respectively, of which $13$28 million, $12$29 million and $3$13 million was paid in cash, respectively. As of December 31, 2014, $542016, $51 million of total unrecognized compensation costs related to nonvested performance shares are expected to be recognized over the remaining weighted-average period of 1.62 years.

For PHI, the weighted average grant date fair value (per share) of time-based restricted stock awards granted for the year ended December 31, 2014 was $26.80 and for performance-based restricted stock awards was $26.10 and $27.01 for the years ended December 31, 2015 and 2014, respectively. There were no time-based restricted stock awards granted for the year ended December 31, 2015. At December 31, 2015 PHI had no obligations related to vested time-based and performance-based restricted stock awards not yet settled. For the year ended December 31, 2014 PHI settled time-based shares with a fair value totaling $3 million. There were no time-based share settlements for the year-ended December 31, 2015 or the predecessor period January 1, 2016 to March 23, 2016 or performance-based share settlements for the predecessor period January 1, 2016 to March 23, 2016 and the years ended December 31, 2015 and 2014.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The following table presents the balance sheet classification of obligations related to outstanding performance share awards not yet settled:

 

  December 31,   December 31, 
  2014   2013   2016   2015 (c) 

Current liabilities (a)

  $28    $13    $49    $28  

Deferred credits and other liabilities (b)

   36     24     52     32  

Common stock

   33     32     40     35  
  

 

   

 

   

 

   

 

 

Total

  $97    $69    $141    $95  
  

 

   

 

   

 

   

 

 

 

(a)Represents the current liability related to performance share awards expected to be settled in cash.
(b)Represents the long-term liability related to performance share awards expected to be settled in cash.
(c)Excludes $8 million of common stock for PHI at December 31, 2015.

20.22. Earnings Per Share and Equity (Exelon)

Earnings per Share

Diluted earnings per share is calculated by dividing Net income attributable to common shareholders by the weighted average number of shares of common stock outstanding, including shares to be issued upon exercise of stock options, performance share awards and restricted stock outstanding under Exelon’s LTIPs considered to be common stock equivalents. The following table sets forth the components of basic and diluted earnings per share and shows the effect of the stock options, performance share awards and restricted stock on the weighted average number of shares outstanding used in calculating diluted earnings per share:

 

   Year Ended December 31, 
   2014   2013   2012 

Net income attributable to common shareholders

  $1,623    $1,719    $1,160  
  

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding—basic

   860     856     816  

Assumed exercise and/or distributions of stock-based awards

   4     4     3  
  

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding—diluted

   864     860     819  
  

 

 

   

 

 

   

 

 

 

   Years Ended December 31, 
   2016   2015   2014 

Net income attributable to common shareholders

  $1,134    $2,269    $1,623  
  

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding—basic

   924     890     860  

Assumed exercise and/or distributions of stock-based awards

   3     3     4  
  

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding—diluted

   927     893     864  
  

 

 

   

 

 

   

 

 

 

The number of stock options not included in the calculation of diluted common shares outstanding due to their antidilutive effect was approximately 12 million in 2016, 16 million in 2015, and 17 million in 2014, 20 million in 2013, and 14 million in 2012. The number of equity units related to the PHI merger not included in the calculation of diluted common shares outstanding due to their antidilutive effect was less than 1 million for the year ended December 31, 2014 since issuance. Additionally, there2014. There were no forwardequity units related to the PHI merger not included in the calculation of diluted common shares outstanding due to their antidilutive effect for the year ended December 31, 2014 since issuance.2016. The number of equity units related to the PHI merger not included in the calculation of diluted common shares outstanding due to their antidilutive effect were 3 million and less than 1 million for the years ended December 31, 2015 and 2014. Refer to Note 19—Common Stock20—Shareholders’ Equity for further information regarding the equity units and equity forward units.

Under share repurchase programs, 35 million shares of common stock are held as treasury stock with a cost of $2.3 billion as of December 31, 2014.2016. In 2008, Exelon management decided to defer indefinitely any share repurchases.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

21.23. Changes in Accumulated Other Comprehensive Income (Exelon, Generation, PECO and PECO)PHI)

The following tables present changes in accumulated other comprehensive income (loss) (AOCI) by component for the years ended December 31, 20142016 and 2013:2015:

 

For the Year Ended
December 31, 2014

 Gains and
(Losses) on
Cash Flow
Hedges
 Unrealized
Gains and
(Losses) on
Marketable
Securities
 Pension and
Non-Pension
Postretirement
Benefit Plan
items
 Foreign
Currency
Items
 AOCI of
Equity
Investments
 Total 

For the Year Ended December 31, 2016

 Gains and
(Losses) on
Cash Flow
Hedges
 Unrealized
Gains on
Marketable
Securities
 Pension and
Non-Pension
Postretirement
Benefit Plan
Items
 Gains and
(Losses) on
Foreign
Currency
Items
 AOCI of
Equity
Investments
 Total 

Exelon (a)

            

Beginning balance

 $120   $2   $(2,260 $(10 $108   $(2,040 $(19 $3   $(2,565 $(40 $(3 $(2,624
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

OCI before reclassifications

  (31  (1  (498  (9  11    (528 (6 1   (182 5   (4 (186

Amounts reclassified from AOCI (b)

  (117  2    118    —      (119  (116 8    —     137   5    —     150  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net current-period OCI

  (148  1    (380  (9  (108  (644 2   1   (45 10   (4 (36
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

 $(28 $3   $(2,640 $(19 $—     $(2,684 $(17 $4   $(2,610 $(30 $(7 $(2,660
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Generation (a)

            

Beginning balance

 $114   $2   $—     $(10 $108   $214   $(21 $1   $—     $(40 $(3 $(63
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

OCI before reclassifications

  (15  (1  —      (9  11    (14 (6 1    —     5   (4 (4

Amounts reclassified from AOCI (b)

  (117  —      —      —      (119  (236 8    —      —     5    —     13  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net current-period OCI

  (132  (1  —      (9  (108  (250 2   1    —     10   (4 9  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

 $(18 $1   $—     $(19 $—     $(36 $(19 $2   $—     $(30 $(7 $(54
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

PECO (a)

            

Beginning balance

 $—     $1   $—     $—     $—     $1   $—     $1   $—     $—     $—     $1  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

OCI before reclassifications

  —      —      —      —      —      —      —      —      —      —      —      —    

Amounts reclassified from AOCI (b)

  —     

 
—      —      —      —      —      —      —      —      —      —      —    
 

 

  

 

  

 

  

 

  

 

  

 

 
 

 

  

 

  

 

  

 

  

 

  

 

 

Net current-period OCI

  —      —      —      —      —      —      —      —      —      —      —      —    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

 $—     $1   $—     $—     $—     $1   $—     $1   $—     $—     $—     $1  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

PHI Predecessor (a)

      

Beginning balance January 1, 2016

 $(8 $—     $(28 $—     $—     $(36
 

 

  

 

  

 

  

 

  

 

  

 

 

OCI before reclassifications

  —      —      —      —      —      —    

Amounts reclassified from AOCI (b)

  —      —     1    —      —     1  
 

 

  

 

  

 

  

 

  

 

  

 

 

Net current-period OCI

  —      —     1    —      —     1  
 

��

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance March 23, 2016 (c)

 $(8 $—     $(27 $—     $—     $(35
 

 

  

 

  

 

  

 

  

 

  

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

For the Year Ended
December 31, 2013

  Gains and
(Losses) on
Cash Flow
Hedges
 Unrealized
Gains and
(Losses) on
Marketable
Securities
   Pension and
Non-Pension
Postretirement
Benefit Plan
items
 Foreign
Currency
Items
 AOCI of
Equity
Investments
   Total 

For the Year Ended December 31, 2015

 Gains and
(Losses) on
Cash Flow
Hedges
 Unrealized
Gains on
Marketable
Securities
 Pension and
Non-Pension
Postretirement
Benefit Plan
items
 Gains and
(Losses) on
Foreign
Currency
Items
 AOCI of
Equity
Investments
 Total 

Exelon (a)

               

Beginning balance

  $368   $—      $(3,137 $—     $2    $(2,767 $(28 $3   $(2,640 $(19 $—     $(2,684
  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

OCI before reclassifications

   29    2     669    (10  101     791   (12  —     (100 (21 (3 (136

Amounts reclassified from AOCI(b)

   (277  —       208    —      5     (64 21    —     175    —      —     196  
  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net current-period OCI

   (248  2     877    (10  106     727   9    —     75   (21 (3 60  
  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

  $120   $2    $(2,260 $(10 $108    $(2,040 $(19 $3   $(2,565 $(40 $(3 $(2,624
  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Generation (a)

               

Beginning balance

  $512   $—      $—     $—     $1     513   $(18 $1   $—     $(19 $—     (36
  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

OCI before reclassifications

   15    2     —      (10  102     109   (8  —      —     (21 (3 (32

Amounts reclassified from AOCI(b)

   (413  —       —      —      5     (408 5    —      —      —      —     5  
  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net current-period OCI

   (398  2     —      (10  107     (299 (3  —      —     (21 (3 (27
  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

  $114   $2    $—     $(10 $108    $214   $(21 $1   $—     $(40 $(3 $(63
  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

PECO (a)

               

Beginning balance

  $—     $1    $—     $—     $—      $1   $—     $1   $—     $—     $—     $1  
  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

OCI before reclassifications

   —      —       —      —      —       —      —      —      —      —      —      —    

Amounts reclassified from AOCI(b)

   —      —       —      —      —       —      —      —      —      —      —      —    
  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net current-period OCI

   —      —       —      —      —       —      —      —      —      —      —      —    
  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

  $—     $1    $—     $—     $—      $1   $—     $1   $—     $—     $—     $1  
  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

PHI Predecessor (a)

      

Beginning balance

 $(9 $—     $(37 $—     $—     $(46
 

 

  

 

  

 

  

 

  

 

  

 

 

OCI before reclassifications

  —      —     5    —      —     5  

Amounts reclassified from AOCI (b)

 1    —     4    —      —     5  
 

 

  

 

  

 

  

 

  

 

  

 

 

Net current-period OCI

 1    —     9    —      —     10  
 

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

 $(8 $—     $(28 $—     $—     $(36
 

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)All amounts are net of tax.tax and noncontrolling interests. Amounts in parenthesis represent a decrease in accumulated other comprehensive income.
(b)See next tables for details about these reclassifications.
(c)As a result of the PHI Merger, the PHI predecessor balances at March 23, 2016 were reduced to zero on March 24, 2016 due to purchase accounting adjustments applied to PHI.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

ComEd, PECO, BGE, Pepco, DPL and BGEACE did not have any reclassifications out of AOCI to Net income during the years ended December 31, 20142016 and 2013.2015. The following tables present amounts reclassified out of AOCI to Net income for Exelon, Generation and GenerationPHI during the years ended December 31, 20142016 and 2013:2015:

For the Year Ended December 31, 2016

For the Year Ended December 31, 2014

         

Details about AOCI components

  Items reclassified out of AOCI (a)  

Affected line item in the Statements of
Operations and Comprehensive Income

    Exelon  Generation   

Gains and (losses) on cash flow hedges

    

Energy related hedges

  $195   $195   Operating revenues
  

 

 

  

 

 

  
   195    195   Total before tax
   (78  (78 Tax expense
  

 

 

  

 

 

  
  $117   $117   Net of tax
  

 

 

  

 

 

  

Gains and (losses) on available for sale securities

    

Other available securities for sale

  $(2 $—     Other Income and Deductions
  

 

 

  

 

 

  
  $(2 $—     Net of tax
  

 

 

  

 

 

  

Amortization of pension and other postretirement benefit plan items

    

Prior service costs (b)

  $46   $—     

Actuarial losses (b)

   (239  —     
  

 

 

  

 

 

  
   (193  —     Total before tax
   75    —     Tax benefit
  

 

 

  

 

 

  
  $(118 $—     Net of tax
  

 

 

  

 

 

  

Equity investments

    

Sale of equity method investment

  $5   $5   

Reversal of CENG equity method AOCI

   193    193   Equity in losses of unconsolidated affiliates
  

 

 

  

 

 

  
   198    198   Total before tax
   (79  (79 Tax expense
  

 

 

  

 

 

  
  $119   $119   Net of tax
  

 

 

  

 

 

  

Total Reclassifications

  $116   $236   Net of tax
  

 

 

  

 

 

  

Details about AOCI components

 Items reclassified out of AOCI (a)  Affected line item in the Statements of
Operations and Comprehensive Income
 
        Predecessor    
        January 1,
2016 to
March 23,
2016
    
      Exelon          Generation      PHI    

Gains and (losses) on cash flow hedges

    

Other cash flow hedges

 $(13 $(13 $—      Interest expense  
 

 

 

  

 

 

  

 

 

  

Total before tax

  (13  (13  —     

Tax benefit

  5    5    —     
 

 

 

  

 

 

  

 

 

  

Net of tax

 $(8 $(8 $—      Comprehensive income  
 

 

 

  

 

 

  

 

 

  

Amortization of pension and other postretirement benefit plan items

    

Prior service costs (b)

 $78   $—     $—     

Actuarial losses (b)

  (302  —      (1 
 

 

 

  

 

 

  

 

 

  

Total before tax

  (224  —      (1 

Tax benefit

  87    —      —     
 

 

 

  

 

 

  

 

 

  

Net of tax

 $(137 $—     $(1 
 

 

 

  

 

 

  

 

 

  

Gains and (losses) of FX

    

Gains

 $(5 $(5 $—     

Other

  —      —      —     
 

 

 

  

 

 

  

 

 

  

Total before tax

  (5  (5  —     

Tax benefit

  —      —      —     
 

 

 

  

 

 

  

 

 

  

Net of tax

 $(5 $(5 $—     
 

 

 

  

 

 

  

 

 

  

Total Reclassifications

 $(150 $(13 $(1  Comprehensive income  
 

 

 

  

 

 

  

 

 

  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

For the Year Ended December 31, 2013

         

Details about AOCI components

  Items reclassified out of AOCI (a)  

Affected line item in the Statements of
Operations and Comprehensive Income

    Exelon  Generation   

Gains and (losses) on cash flow hedges

    

Energy related hedges

  $464   $683   Operating revenues

Other cash flow hedges

   (3  —     Interest expense
  

 

 

  

 

 

  
   461    683   Total before tax
   (184  (270 Tax expense
  

 

 

  

 

 

  
  $277   $413   Net of tax
  

 

 

  

 

 

  

Amortization of pension and other

postretirement benefit plan items

    

Prior service costs (b)

  $(2 $—     

Actuarial losses (b)

   (339  —     

Deferred compensation unit plan (c)

   (1  —     
  

 

 

  

 

 

  
   (342  —     Total before tax
   134    —     Tax benefit
  

 

 

  

 

 

  
  $(208 $—     Net of tax
  

 

 

  

 

 

  

Equity investments

    

Capital activity

  $(8 $(8 Equity in losses of unconsolidated affiliates
  

 

 

  

 

 

  
   (8  (8 Total before tax
   3    3   Tax benefit
  

 

 

  

 

 

  
  $(5 $(5 Net of tax
  

 

 

  

 

 

  

Total Reclassifications

  $64   $408   Net of tax
  

 

 

  

 

 

  

For the Year Ended December 31, 2015

Details about AOCI components

 Items reclassified out of AOCI (a)  Affected line item in the Statements of
Operations and Comprehensive Income
 
        Predecessor    
      Exelon          Generation      PHI    

Gains and (losses) on cash flow hedges

    

Terminated interest rate swaps

 $(26 $—     $—      Other, net  

Energy related hedges

  2    2    —      Operating revenues  

Other cash flow hedges

  (11  (11  (1  Interest expense  
 

 

 

  

 

 

  

 

 

  

Total before tax

  (35  (9  (1 

Tax benefit

  14    4    —     
 

 

 

  

 

 

  

 

 

  

Net of tax

 $(21 $(5 $(1  Comprehensive income 
 

 

 

  

 

 

  

 

 

  

Amortization of pension and other postretirement benefit plan items

    

Prior service costs (b)

 $74   $—     $—     

Actuarial losses (b)

  (361  —      (6 
 

 

 

  

 

 

  

 

 

  

Total before tax

  (287  —      (6 

Tax benefit

  112    —      2   
 

 

 

  

 

 

  

 

 

  

Net of tax

 $(175 $—     $(4 
 

 

 

  

 

 

  

 

 

  

Total Reclassifications

 $(196 $(5 $(5  Comprehensive income  
 

 

 

  

 

 

  

 

 

  

 

(a)Amounts in parenthesis represent a decrease in net income.
(b)This accumulated other comprehensive income component is included in the computation of net periodic pension and OPEB cost (see Note 16—17—Retirement Benefits for additional details).
(c)Amortization of the deferred compensation unit plan is allocated to capital and operating and maintenance expense.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

The following table presents income tax expense (benefit) allocated to each component of other comprehensive income (loss) during the years ended December 31, 20142016 and 2013:2015:

 

   For the Years Ended December 31, 
   2014   2013  2012 

Exelon

     

Pension and non-pension postretirement benefit plans:

     

Prior service benefit reclassified to periodic benefit cost

  $19    $—     $(1

Actuarial loss reclassified to periodic cost

   (93   (133  (110

Transition obligation reclassified to periodic cost

   —       —      (2

Pension and non-pension postretirement benefit plans valuation

adjustment

   317     (430  237  

Change in unrealized loss on cash flow hedges

   96     166    68  

Change in marketable securities

   —       —      1  

Change in unrealized income on equity investments

   73     (71  (1
  

 

 

   

 

 

  

 

 

 

Total

  $412    $(468 $192  
  

 

 

   

 

 

  

 

 

 

Generation

     

Change in unrealized loss on cash flow hedges

  $84    $262   $262  

Change in unrealized income on equity investments

   73     (72  1  
  

 

 

   

 

 

  

 

 

 

Total

  $157    $190   $263  
  

 

 

   

 

 

  

 

 

 

22. Commitments and Contingencies (Exelon, Generation, ComEd, PECO and BGE)

Nuclear Insurance

Generation is subject to liability, property damage and other risks associated with major incidents at any of its nuclear stations, including the CENG nuclear stations. Generation has mitigated its financial exposure to these risks through insurance and other industry risk-sharing provisions.

The Price-Anderson Act was enacted to ensure the availability of funds for public liability claims arising from an incident at any of the U.S. licensed nuclear facilities and also to limit the liability of nuclear reactor owners for such claims from any single incident. As of December 31, 2014, the current liability limit per incident was $13.6 billion and is subject to change to account for the effects of inflation and changes in the number of licensed reactors. An inflation adjustment must be made at least once every 5 years and the last inflation adjustment was made effective September 10, 2013. In accordance with the Price-Anderson Act, Generation maintains financial protection at levels equal to the amount of liability insurance available from private sources through the purchase of private nuclear energy liability insurance for public liability claims that could arise in the event of an incident. As of January 1, 2013, the amount of nuclear energy liability insurance purchased is $375 million for each operating site. Additionally, the Price-Anderson Act requires a second layer of protection through the mandatory participation in a retrospective rating plan for power reactors (currently 104 reactors) resulting in an additional $13.2 billion in funds available for public liability claims. Participation in this secondary financial protection pool requires the operator of each reactor to fund its proportionate share of costs for any single incident that exceeds the primary layer of financial protection. Under the Price-Anderson Act, the maximum assessment in the event of an incident for each nuclear operator, per reactor, per incident (including a 5% surcharge), is $127.3 million, payable at no more than $19 million per reactor per incident per year. Exelon’s maximum liability per incident is approximately $2.7 billion, including CENG’s related liability.

   For the Years Ended
December 31,
 
   2016  2015  2014 

Exelon

    

Pension andnon-pension postretirement benefit plans:

    

Prior service benefit reclassified to periodic benefit cost

  $30   $30   $19  

Actuarial loss reclassified to periodic cost

   (118  (140  (93

Pension andnon-pension postretirement benefit plan valuation adjustment

   115    62    317  

Change in unrealized (gain) loss on cash flow hedges

   —      (6  96  

Change in unrealized (gain) loss on equity investments

   3    1    73  
  

 

 

  

 

 

  

 

 

 

Total

  $30   $(53 $412  
  

 

 

  

 

 

  

 

 

 

Generation

    

Change in unrealized loss on cash flow hedges

  $(2 $2   $84  

Change in unrealized (gain) loss on equity investments

   3    1    73  
  

 

 

  

 

 

  

 

 

 

Total

  $1   $3   $157  
  

 

 

  

 

 

  

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

   Predecessor 
   January 1 to
March 23,
   For the Years Ended
December 31,
 
   2016       2015           2014     

PHI

      

Pension andnon-pension postretirement benefit plans:

      

Actuarial loss reclassified to periodic cost

  $—      $6    $5  

24. Commitments and Contingencies (All Registrants)

Commitments

Constellation Merger Commitments

In addition,February 2012, the U.S. Congress could impose revenue-raising measures onMDPSC issued an Order approving the nuclear industry to pay public liability claims exceeding the $13.6 billion limit for a single incident.

Exelon and Constellation merger. As part of the execution of NOSA on April 1, 2014, Generation executed an Indemnity Agreement pursuant to which GenerationMDPSC Order, Exelon agreed to indemnify EDFprovide a package of benefits to BGE customers, the City of Baltimore and its affiliates against third-party claims that may arise from any future nuclear incident (as definedthe State of Maryland, resulting in an estimated direct investment in the Price-Anderson Act)State of Maryland of approximately $1 billion. The direct investment estimate includes $95 million to $120 million relating to the construction of a headquarters building in connectionBaltimore for Generation’s competitive energy businesses.

The direct investment commitment also includes $450 million to $500 million relating to Exelon and Generation’s development or assistance in the development of 285—300 MWs of new generation in Maryland, which is expected to be completed within a period of 10 years. The MDPSC order contemplates various options for complying with the CENG nuclear plantsnew generation development commitments, including building or their operations.acquiring generating assets, making subsidy or compliance payments, or in circumstances in which the generation build is delayed or certain specified provisions are elected, making liquidated damages payments. Exelon guarantees Generation’s obligations under this indemnity. See Note 5—Investment in Constellation Energy Nuclear Group, LLCand Generation have incurred $454 million towards satisfying the commitment for additional information on Generation’s operations relating to CENG.

Generation is required each year to report to the NRC the current levels and sources of property insurance that demonstrates Generation possesses sufficient financial resources to stabilize and decontaminate a reactor and reactor station sitenew generation development in the eventstate of an accident. The property insurance maintained for each facility is currently provided through insurance policies purchased from NEIL, an industry mutual insurance companyMaryland, with approximately 220 MW of whichthe new generation commencing with commercial operations to date. During the third quarter of 2014, the conditions associated with one of the generation development commitments changed such that the most likely outcome would involve Exelon and Generation is a member.

NEIL may declare distributions to its members asmaking subsidy payments and/or liquidated damages payments rather than constructing the specified generating plant. As a result, of favorable operating experience. In recent years NEIL has made distributions to its members, butExelon and Generation cannot predict the level of future distributions or if they will continue at all. NEIL declaredrecorded a distribution for 2014 and 2013, of which Generation’s portion was $18.3pre-tax $44 million and $18.5 million respectively. No distributions were declaredloss contingency in 2012. The distributions were recorded as a reduction to Operating and maintenance expense within Exelon and Generation’s Consolidated Statements of Operations and Comprehensive Income. Premiums paidrelated to NEIL by its members are subject to assessment for adverse loss experience (the retrospective premium obligation). NEIL has never exercised this assessment since its formationspecific commitment that is included in 1973, and while Generation cannot predict the level of future assessments, or if they will be imposed at all, as of December 31, 2014, the current maximum aggregate annual retrospective premium obligation for Generation is approximately $319 million. NEIL requires its members to maintain an investment grade credit rating or to ensure collectability of their annual retrospective premium obligation by providing a financial guarantee, letter of credit, deposit premium, or some other means of assurance.

NEIL provides “all risk” property damage, decontamination and premature decommissioning insurance for each station for losses resulting from damage to its nuclear plants, either due to accidents or acts of terrorism. If the decision is made to decommission the facility, a portion of the insurance proceeds will be allocated to a fund, which Generation is required by the NRC to maintain, to provide for decommissioning the facility. In the event of an insured loss, Generation is unable to predict the timing of the availability of insurance proceeds to Generation and the amount of such proceeds that would be available. In the event that one or more acts of terrorism cause accidental property damage within a twelve-month period from the first accidental property damage under one or more policies for all insured plants, the maximum recovery for all losses by all insureds will be an aggregate of $3.2 billion plus such additional amounts as the insurer may recover for all such losses from reinsurance, indemnity and any other source, applicable to such losses.

For its insured losses, Generation is self-insured to the extent that losses are within the policy deductible or exceed the amount of insurance maintained. Uninsured losses and other expenses, to the extent not recoverable from insurers or the nuclear industry, could also be borne by Generation. Any such losses could have a material adverse effect on Exelon’s and Generation’s financial condition, results of operations and liquidity.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Spent Nuclear Fuel Obligation

Under the NWPA, the DOE is responsible for the development of a geologic repository for and the disposal of SNF and high-level radioactive waste. As required by the NWPA, Generation is a party to contracts with the DOE (Standard Contracts) to provide for disposal of SNF from Generation’s nuclear generating stations. In accordance with the NWPA and the Standard Contracts, Generation historically had paid the DOE one mill ($0.001) per kWh of net nuclear generation for the cost of SNF disposal. On November 19, 2013, the D.C. Circuit Court ordered the DOE to submit to Congress a proposal to reduce the current SNF disposal fee to zero, unless and until there is a viable disposal program. On May 9, 2014, the DOE notified Generation that the SNF disposal fee remained in effect through May 15, 2014, after which time the fee was set to zero. For the year ended December 31, 2014, and for the year ended December 31, 2013, Generation incurred expense of $49 million and $136 million, respectively, in SNF disposal fees, recorded in Purchased power and fuel expense within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income including Exelon’s share of Salem and net of co-owner reimbursements (not including such fees incurred by CENG). Until such time as a new fee structure is in effect, Exelon and Generation will not accrue any further costs related to SNF disposal fees. This fee may be adjusted prospectively in order to ensure full cost recovery. The NWPA and the Standard Contracts required the DOE to begin taking possession of SNF generated by nuclear generating units by no later than January 31, 1998. The DOE, however, failed to meet that deadline and its performance has been, and is expected to be, delayed significantly.

The 2010 Federal budget (which became effective October 1, 2009) eliminated almost all funding for the creation of the Yucca Mountain repository while the Obama administration devised a new strategy for long-term SNF management. A Blue Ribbon Commission (BRC) on America’s Nuclear Future, appointed by the U.S. Energy Secretary, released a report on January 26, 2012, detailing comprehensive recommendations for creating a safe, long-term solution for managing and disposing of the nation’s spent nuclear fuel and high-level radioactive waste.

In early 2013, the DOE issued an updated “Strategy for the Management and Disposal of Used Nuclear Fuel and High-Level Radioactive Waste” in responseyear ended December 31, 2014. On December 19, 2016, Generation paid $44 million to the BRC recommendations. This strategy included a consolidated interim storage facility that is planned to be operationalMaryland Energy Administration in 2025.

Generation uses the 2025 date as the assumed date for when the DOE will begin accepting SNF for purposesfull satisfaction of determining nuclear decommissioning asset retirement obligations. The extended delay in SNF acceptance by the DOE has led to Generation’s adoption of dry cask storage at its Dresden, Clinton, Limerick, Oyster Creek, Peach Bottom, Byron, Braidwood, LaSalle, Quad Cities, Ginna, Nine Mile Point, and Calvert Cliffs stations.

In August 2004, Generation and the DOJ, in close consultation with the DOE, reached a settlement under which the government agreed to reimburse Generation, subject to certain damage limitations based on the extent of the government’s breach, for costs associated with storage of SNF at Generation’s nuclear stations pending the DOE’s fulfillment of its obligations. Settlement agreements pertaining to Calvert Cliffs and Ginna were executed during 2011, and Nine Mile Point during 2012, (the “DOE Settlement Agreements”), as amended in 2014 for Calvert Cliffs and Nine Mile Point, under which the government has agreed to reimburse the costs associated with SNF storage expended or to be expended through 2016 as a result of the DOE delays. The DOE Settlement Agreement is expected to be amended for Ginna in a similar manner as needed. Generation, including CENG, submits annual reimbursement requests to the DOE for costs associated with the storage of SNF. In all cases, reimbursement requests are made only after costs are incurred and only for costs resulting from DOE delays in accepting the SNF.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Under the settlement agreement, Generation has received cumulative cash reimbursements for costs incurred as follows:

    Total   Net(a) 

Cumulative cash reimbursements(b)

  $836    $702  

(a)Total after considering amounts due to co-owners of certain nuclear stations and to the former owner of Oyster Creek.
(b)Includes $33 million and $30 million, respectively, for amounts received since April 1, 2014, for costs incurred under the CENG DOE Settlement Agreements prior to the consolidation of CENG.

As of December 31, 2014, and 2013, the amount of SNF storage costs for which reimbursement has been or will be requested from the DOE under the DOE settlement agreements is as follows:

   December 31, 2014  December 31, 2013 

DOE receivable—current(a)

  $82   $71  

DOE receivable—noncurrent(b)

   7    —    

Amounts owed to co-owners(a)(c)

   (5  (18

(a)Recorded in Accounts receivable, other.
(b)Recorded in Deferred debits and other assets, other
(c)Non-CENG amounts owed to co-owners are recorded in Accounts receivable, other. CENG amounts owed to co-owners are recorded in Accounts payable. Represents amounts owed to the co-owners of Peach Bottom, Quad Cities, and Nine Mile Point Unit 2 generating facilities.

The Standard Contracts with the DOE also required the payment to the DOE of a one-time fee applicable to nuclear generation through April 6, 1983. The fee related to the former PECO units has been paid. Pursuant to the Standard Contracts, ComEd previously elected to defer payment of the one-time fee of $277 million for its units (which are now part of Generation), with interest to the date of payment, until just prior to the first delivery of SNF to the DOE. As of December 31, 2014, the unfunded SNF liability for the one-time fee with interest was $1,021 million. Interest accrues at the 13-week Treasury Rate. The 13-week Treasury Rate in effect, for calculation of the interest accrual at December 31, 2014, was 0.020%. The liabilities for SNF disposal costs, including the one-time fee, were transferred to Generation as part of Exelon’s 2001 corporate restructuring. The outstanding one-time fee obligations for the Nine Mile Point, Ginna, Oyster Creek and TMI units remain with the former owners. The Clinton and Calvert Cliffs units have no outstanding obligation. See Note 11—Fair Value of Financial Assets and Liabilities for additional information.

Energy Commitments

Generation’s customer facing activities include the physical delivery and marketing of power obtained through its generation capacity, and long-, intermediate- and short-term contracts. Generation maintains an effective supply strategy through ownership of generation assets and power purchase and lease agreements. Generation has also contracted for access to additional generation through bilateral long-term PPAs. These agreements are firm commitments related to power generation of specific generation plants and/or are dispatchable in nature. Several of Generation’s long-term PPAs, which have been determined to be operating leases, have significant contingent rental payments that are dependent on the future operating characteristics of the associated plants, such as plant availability. Generation recognizes contingent rental expense when it becomes probable of payment. Generation enters into PPAs with the objective of obtaining low-cost energy supply sources to meet its physical delivery obligations to its customers. Generation has also purchased firm transmission rights to ensure that it has reliable transmission capacity to physically move its power supplies to meet customer delivery needs. The primary intent and business objective for the use of its capital assets and

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

contracts is to provide Generation with physical power supply to enable it to deliver energy to meet customer needs. In addition to physical contracts, Generation uses financial contracts for economic hedging purposes and, to a lesser extent, as part of proprietary trading activities.

Generation has entered into bilateral long-term contractual obligations for sales of energy to load-serving entities, including electric utilities, municipalities, electric cooperatives and retail load aggregators. Generation also enters into contractual obligations to deliver energy to market participants who primarily focus on the resale of energy products for delivery. Generation provides for delivery of its energy to these customers through firm transmission.

At December 31, 2014, Generation’s short- and long-term commitments, relating to the purchases from unaffiliated utilities and others of energy, capacity and transmission rights, are as indicated in the following tables:

   Net Capacity
Purchases (a)
   REC
Purchases (b)
   Transmission Rights
Purchases(c)
   Total 

2015

  $418    $152    $20    $590  

2016

   283     228     15     526  

2017

   222     121     15     358  

2018

   112     29     16     157  

2019

   117     5     16     138  

Thereafter

   279     1     35     315  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,431    $536    $117    $2,084  
  

 

 

   

 

 

   

 

 

   

 

 

 

(a)Net capacity purchases include PPAs and other capacity contracts including those that are accounted for as operating leases. Amounts presented in the commitments represent Generation’s expected payments under these arrangements at December 31, 2014, net of fixed capacity payments expected to be received (“capacity offsets”) by Generation under contracts to resell such acquired capacity to third parties under long-term capacity sale contracts. As of December 31, 2014, capacity offsets were $132 million, $133 million, $136 million, $137 million, $138 million, and $591 million for years 2015, 2016, 2017, 2018, 2019, and thereafter, respectively. Expected payments include certain fixed capacity charges which may be reduced based on plant availability.
(b)The table excludes renewable energy purchases that are contingent in nature.
(c)Transmission rights purchases include estimated commitments for additional transmission rights that will be required to fulfill firm sales contracts.

ComEd purchases its expected energy requirements through an ICC approved competitive bidding process administered by the IPA and spot market purchases. See Note 3—Regulatory Matters for further information.

PECO has entered into contracts through a competitive procurement process in order to meet a portion of its default service customers’ electric supply requirements through 2016. See Note 3—Regulatory Matters for further information regarding the DSP Programs.

ComEd is subject to requirements established by the Illinois legislation and the Energy Infrastructure Modernization Act related to the use of alternative energy resources. PECO is subject to requirements related to the use of alternative energy resources established by the AEPS Act. BGE is subject to requirements established by the Public Utilities Article in Maryland related to the use of alternative energy resources; however, the wholesale suppliers that supply power to BGE through SOS procurement auctions have the obligation, by contract with BGE, to meet the RPS requirement. See Note 3—Regulatory Matters for additional information relating to electric generation procurement, alternative energy resources and energy efficiency programs.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

ComEd’s, PECO’s and BGE’s electric supply procurement, curtailment services, REC and AEC purchase commitments as of December 31, 2014 are as follows:

        Expiration within 
   Total   2015   2016   2017   2018   2019   2020
 and beyond 
 

ComEd

              

Electric supply procurement (a)

  $620    $329    $151    $140    $—      $—      $—    

Renewable energy and RECs (b)

   1,517     75     76     77     78     84     1,127  

PECO

              

Electric supply procurement (c)

   609     527     82     —       —       —       —    

AECs (d)

   13     2     2     2     2     2     3  

BGE

              

Electric supply procurement (e)

   1,315     779     448     88     —       —       —    

Curtailment services (f)

   115     40     34     29     12     —       —    

(a)ComEd is permitted to recover its electric supply procurement costs from retail customers with no mark-up. As of December 31, 2014, ComEd has completed the ICC-approved procurement process for a portion of its energy requirements through the periods ending May 31, 2015, 2016 and 2017.
(b)Primarily related to ComEd 20-year contracts for renewable energy and RECs that began in June 2012. ComEd is permitted to recover its renewable energy and REC costs from retail customers with no mark-up. The commitments represent the maximum settlements with suppliers for renewable energy and RECs under the existing contract terms.
(c)PECO entered into various contracts for the procurement of electric supply to serve its default service customers that expire between 2015 and 2016. PECO is permitted to recover its electric supply procurement costs from default service customers with no mark-up in accordance with its PAPUC-approved DSP Programs. See Note 3—Regulatory Matters for additional information.
(d)PECO is subject to requirements related to the use of alternative energy resources established by the AEPS Act. See Note 3—Regulatory Matters for additional information.
(e)BGE entered into various contracts for the procurement of electricity beginning 2015 through 2017. The cost of power under these contracts is recoverable under MDPSC approved fuel clauses. See Note 3—Regulatory Matters for additional information.
(f)BGE has entered into various contracts with curtailment services providers related to transactions in PJM’s capacity market. See Note 3—Regulatory Matters for additional information.

Fuel Purchase Obligations

In addition to the energy commitments described above, Generation has commitments to purchase fuel supplies for nuclear and fossil generation. Beginning with the second quarter of 2014, 100% of CENG’s nuclear fuel commitments are disclosed within the Generation line below, since CENG is now fully consolidated by Generation. PECO and BGE have commitments to purchase natural gas related to transportation, storage capacity and services to serve customers in their gas distribution service territory. As of December 31, 2014, these commitments were as follows:

        Expiration within 
    Total   2015   2016   2017   2018   2019   2020
and beyond
 

Generation

  $8,981    $1,404    $1,119    $1,124    $1,001    $888    $3,445  

PECO

   428     146     103     60     34     14     71  

BGE

   611     111     82     67     57     54     240  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Other Purchase Obligations

The Registrants’ other purchase obligations as of December 31, 2014, which primarily represent commitments for services, materials and information technology, are as follows:

        Expiration within 
    Total   2015   2016   2017   2018   2019   2020
and beyond
 

Exelon

  $894    $336    $258    $150    $36    $30    $84  

Generation(a)(b)

   396     163     67     42     30     24     70  

ComEd (c)

   148     63     77     1     1     1     5  

PECO (c)

   7     3     4     —       —       —       —    

BGE (c)

   343     107     110     107     5     5     9  

(a)Purchase obligations do not include commitments related to construction contracts. See Construction Commitments section below for additional information.
(b)Purchase obligations include commitments related to assets-held-for-sale. See Note 4—Mergers, Acquisitions, and Dispositions for additional information.
(c)Purchase obligations include commitments related to smart meter installation. See Note 3—Regulatory Matters for additional information.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Commercial Commitments

Exelon’s commercial commitments as of December 31, 2014, representing commitments potentially triggered by future events, were as follows:

       Expiration within 
   Total   2015   2016   2017   2018   2019   2020
and beyond
 

Letters of credit (non-debt) (a)

  $1,233    $1,151    $77    $5    $—      $—      $—    

Surety bonds(b)

   596     545     10     4     1     2     34  

Performance guarantees (c)

   1,239     472     20     20     20     20     687  

Energy marketing contract guarantees (d)

   3,220     3,220     —       —       —       —       —    

Lease guarantees(e)

   40     —       —       —       —       —       40  

Nuclear insurance premiums (f)

   3,014     —       —       —       —       —       3,014  

Underwriters discount (g)

   60     60     —       —       —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total commercial commitments

  $9,402    $5,448    $107    $29    $21    $22    $3,775  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Letters of credit (non-debt)—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.
(c)Performance guarantees—Guarantees issued to ensure performance under specific contracts. Additionally includes $200 million of Trust Preferred Securities of ComEd Financing III, $178 million of Trust Preferred Securities of PECO Trust III and IV and $250 million of Trust Preferred Securities of BGE Capital Trust II.
(d)Energy marketing contract guarantees—Guarantees issued to ensure performance under energy commodity contracts. Amount includes approximately $3.2 billion of guarantees previously issued by Constellation on behalf of its Generation and NewEnergy business to allow it the flexibility needed to conduct business with counterparties without having to post other forms of collateral. The majority of these guarantees contain evergreen provisions that require the guarantee to remain in effect until cancelled. Exelon’s estimated net exposure for obligations under commercial transactions covered by these guarantees is approximately $0.6 billion at December 31, 2014, which represents the total amount Exelon could be required to fund based on December 31, 2014 market prices.
(e)Lease guarantees—Guarantees issued to ensure payments on building leases.
(f)Nuclear insurance premiums—Represents the maximum amount that Generation would be required to pay for retrospective premiums in the event of nuclear disaster at any domestic site under the Secondary Financial Protection pool as required under the Price-Anderson Act as well as the current aggregate annual retrospective premium obligation that could be imposed by NEIL. See the Nuclear Insurance section within this note for additional details on Generation’s nuclear insurance premiums.
(g)Represents the underwriters discount for Exelon’s forward equity transaction. See Note 19—Common Stock for further details of the equity securities offering.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Generation’s commercial commitments as of December 31, 2014, representing commitments potentially triggered by future events, were as follows:

       Expiration within 
   Total   2015   2016   2017   2018   2019   2020
and beyond
 

Letters of credit (non-debt) (a)

  $1,187    $1,106    $76    $5    $—      $—      $—    

Surety bonds

   481     468     3     —       —       —       10  

Performance guarantees (b)

   458     319     20     20     20     20     59  

Energy marketing contract guarantees (c)

   1,244     1,244     —       —       —       —       —    

Nuclear insurance premiums (d)

   3,014     —       —       —       —       —       3,014  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total commercial commitments

  $6,384    $3,137    $99    $25    $20    $20    $3,083  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Letters of credit (non-debt)—Non-debt letters of credit maintained to provide credit support for certain transactions as requested by third parties.
(b)Performance guarantees—Guarantees issued to ensure performance under specific contracts.
(c)Energy marketing contract guarantees—Guarantees issued to ensure performance under energy commodity contracts. Amount includes approximately $1.2 billion of guarantees previously issued by Constellation on behalf of its Generation and NewEnergy business to allow it the flexibility needed to conduct business with counterparties without having to post other forms of collateral. The majority of these guarantees contain evergreen provisions that require the guarantee to remain in effect until cancelled. Generation’s estimated net exposure for obligations under commercial transactions covered by these guarantees is approximately $0.4 billion at December 31, 2014, which represents the total amount Generation could be required to fund based on December 31, 2014 market prices.
(d)Nuclear insurance premiums—Represents the maximum amount that Generation would be required to pay for retrospective premiums in the event of nuclear disaster at any domestic site, including CENG sites, under the Secondary Financial Protection pool as required under the Price-Anderson Act as well as the current aggregate annual retrospective premium obligation that could be imposed by NEIL. See the Nuclear Insurance section within this note for additional details on Generation’s nuclear insurance premiums.

ComEd’s commercial commitments as of December 31, 2014, representing commitments potentially triggered by future events, were as follows:

       Expiration within 
   Total   2015   2016   2017   2018   2019   2020
and beyond
 

Letters of credit (non-debt) (a)

  $17    $17    $—      $—      $—      $—      $—    

Surety bonds (b)

   5     3     —       —       —       —       2  

Performance guarantees (c)

   200     —       —       —       —       —       200  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total commercial commitments

  $222    $20    $—      $—      $—      $—      $202  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Letters of credit (non-debt)—ComEd maintains 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.
(c)Performance guarantees—Reflects full and unconditional guarantee of Trust Preferred Securities of ComEd Financing III which is a 100% owned finance subsidiary of ComEd.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

PECO’s commercial commitments as of December 31, 2014, representing commitments potentially triggered by future events, were as follows:

       Expiration within 
   Total   2015   2016   2017   2018   2019   2020
and beyond
 

Letters of credit (non-debt) (a)

  $22    $22    $—      $—      $—      $—      $—    

Surety bonds(b)

   18     18     —       —       —       —       —    

Performance guarantees(c)

   178     —       —       —       —       —       178  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total commercial commitments

  $218    $40    $—      $—      $—      $—      $178  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Letters of credit (non-debt)—PECO maintains 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.
(c)Performance guarantees—Reflects full and unconditional guarantee of Trust Preferred Securities of PECO Trust III and IV, which are 100% owned finance subsidiaries of PECO.

BGE’s commercial commitments as of December 31, 2014, representing commitments potentially triggered by future events, were as follows:

       Expiration within 
   Total   2015   2016   2017   2018   2019   2020
and beyond
 

Letters of credit (non-debt) (a)

  $1    $1    $—      $—      $—      $—      $—    

Surety bonds (b)

   11     11     —       —       —       —       —    

Performance guarantees (c)

   253     3     —       —       —       —       250  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total commercial commitments

  $265    $15    $—      $—      $—      $—      $250  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Letters of credit (non-debt)—BGE maintains non-debt letters of credit to provide credit support for certain transactions as requested by third parties.
(b)Surety bond—Guarantees issued related to contract and commercial agreements, excluding bid bonds.
(c)Performance guarantee—Reflects full and unconditional guarantee of Trust Preferred Securities of BGE Capital Trust which is an unconsolidated VIE of BGE.

Construction Commitments

Generation’s ongoing investments in renewables development and new natural gas construction illustrates Generation’s growth strategy to provide for diversification opportunities while leveraging its expertise and strengths.

Generation completed the construction of the Antelope Valley solar PV facility in Los Angeles County, California, which became fully operational in the first half of 2014. Generation has no further remaining construction commitments for the project.

On July 3, 2013, Generation executed a turbine supply agreement to expand its Beebe wind project in Michigan. The remaining commitment is approximately $2 million under the contract and achievement of commercial operations was attained 2014.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

On July 26, 2013, Generation executed an engineering procurement and construction contract to expand its Perryman, Maryland generation site with at least 120MW of new natural gas-fired generation. The remaining commitment is approximately $39 million under the contract and achievement of commercial operation is expected in 2015. This project will satisfy a portion of Exelon’s commitment to Maryland. See Note 4—Mergers, Acquisitions, and Dispositions for additional information on commitments to develop or assist in development of new generation in Maryland resulting from the Constellation merger.

On December 27, 2013, Generated executed a turbine supply agreement for construction of the 40MW Fourmile Wind project in western Maryland. The remaining commitment is approximately $2 million under the contract and achievement of commercial operations was attained in 2014. This project will satisfy a portion of Exelon’s 125 MW Tier I land-based renewables commitment made to Maryland. See Note 4—Mergers, Acquisitions, and Dispositions for additional information on commitments to develop or assist in development of new generation in Maryland resulting from the Constellation merger.

During the third and fourth quarter of 2014, Generation executed contracts associated with the construction of new combined-cycle gas turbine units in Texas. The remaining commitment is approximately $1.0 billion under these contracts and achievement of commercial operations is expected in 2017.

this commitment. During the fourth quarter of 20142016, given continued declines in projected energy and capacity prices, Generation executed contracts associated withterminated rights to certain development projects originally intended to meet its remaining 55 MW commitment amount. The commitment will now most likely be satisfied via payment of liquidated damages or execution of a third party PPA, rather than by Generation constructing renewable generating assets. As a result, Exelon and Generation recorded apre-tax $50 million loss contingency in Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income for the construction of the 30 MW Fair Wind project in western Maryland. The remaining commitment is approximately $19 million under these contracts and achievement of commercial operations is expected in 2015. This project will satisfy a portion of Exelon’s 125 MW Tier I land-based renewables commitment made to Maryland. See Note 4—Mergers, Acquisitions, and Dispositions for additional information on commitments to develop or assist in development of new generation in Maryland resulting from the Constellation merger.year ended December 31, 2016.

During the fourth quarter of 2014 Generation executed contracts associated with the construction of the 78 MW Sendero Wind project in southern Texas. The remaining commitment is approximately $56 million under these contracts and achievement of commercial operations is expected in 2015.

Refer to Note 3—Regulatory Matters for information on investment programs associated with regulatory mandates, such as ComEd’s Infrastructure Investment Plan under EIMA, PECO’s Smart Meter Procurement and Installation Plan, and BGE’s comprehensive smart grid initiative.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Equity Investment Commitments

As part of Generation’s recent investments in technology development, Generation has enteredenters into equity purchase agreements whichthat include commitments to purchaseinvest additional equity through incremental payments. The additional equity is provided by the agreementspayments to fund the anticipated needs of the planned operations of the associated companies. The commitment includes approximately $20 million ofin-kind services. services and 100% of 2015 ESA Investco,

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

LLC’s equity commitment since 2015 ESA Investco, LLC is consolidated by Generation (see Note 2—Variable Interest Entities for additional details). As of December 31, 2014,2016, Generation’s estimated commitment relating to its equity purchase agreements, including the in-kind services contributions, is anticipated to be as follows:

 

  Total   Total 

2015

  $98  

2016

   38  

2017

   20    $34  

2018

   11     5  
  

 

   

 

 

Total

  $167    $39  
  

 

   

 

 

Commercial Commitments

Exelon’s commercial commitments as of December 31, 2016, representing commitments potentially triggered by future events, were as follows:

       Expiration within 
   Total   2017   2018   2019   2020   2021   2022
and beyond
 

Letters of credit(non-debt)(a)

  $1,614    $1,355    $246    $—      $13    $—      $—    

Surety bonds (b)

   1,035     978     33     2     16     6     —    

Financing trust guarantees(c)

   628     —       —       —       —       —       628  

Guaranteed lease residual values (d)

   20     —       —       —       —       —       20  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total commercial commitments

  $3,297    $2,333    $279    $2    $29    $6    $648  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Letters of credit(non-debt)—Exelon and certain of its subsidiaries maintainnon-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.
(c)Includes $200 million of Trust Preferred Securities of ComEd Financing III, $178 million of Trust Preferred Securities of PECO Trust III and IV and $250 million of Trust Preferred Securities of BGE Capital Trust II.
(d)Represents the maximum potential obligation in the event that the fair value of certain leased equipment and fleet vehicles is zero at the end of the maximum lease term. The maximum lease term associated with these assets ranges from 3 to 8 years. The maximum potential obligation at the end of the minimum lease term would be $50 million, $14 million of which is a guarantee by Pepco, $17 million by DPL and $13 million by ACE. The minimum lease term associated with these assets ranges from 1 to 4 years. Historically, payments under the guarantees have not been made and PHI believes the likelihood of payments being required under the guarantees is remote.

Generation’s commercial commitments as of December 31, 2016, representing commitments potentially triggered by future events, were as follows:

       Expiration within 
   Total   2017   2018   2019   2020   2021   2022
and beyond
 

Letters of credit(non-debt)(a)

  $1,546    $1,287    $246    $—      $13    $—      $—    

Surety bonds

   945     918     27     —       —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total commercial commitments

  $2,491    $2,205    $273    $—      $13    $—      $—    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Letters of credit(non-debt)—Non-debt letters of credit maintained to provide credit support for certain transactions as requested by third parties.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

LeasesComEd’s commercial commitments as of December 31, 2016, representing commitments potentially triggered by future events, were as follows:

 

       Expiration within 
   Total   2017   2018   2019   2020   2021   2022
and beyond
 

Letters of credit(non-debt)(a)

  $14    $14    $—      $—      $—      $—      $—    

Surety bonds (b)

   11     9     2       —       —       —    

Financing trust guarantees

   200     —       —       —       —       —       200  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total commercial commitments

  $225    $23    $2    $—      $—      $—      $200  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Letters of credit(non-debt)—ComEd maintainsnon-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.

PECO’s commercial commitments as of December 31, 2016, representing commitments potentially triggered by future events, were as follows:

       Expiration within 
   Total   2017   2018   2019   2020   2021   2022
and beyond
 

Letters of credit(non-debt)(a)

  $23    $23    $—      $—      $—      $—      $—    

Surety bonds (b)

   9     9     —       —       —       —       —    

Financing trust guarantees

   178     —       —       —       —       —       178  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total commercial commitments

  $210    $32    $—      $—      $—      $—      $178  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Letters of credit(non-debt)—PECO maintainsnon-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.

BGE’s commercial commitments as of December 31, 2016, representing commitments potentially triggered by future events, were as follows:

       Expiration within 
   Total   2017   2018   2019   2020   2021   2022
and beyond
 

Letters of credit(non-debt)(a)

  $2    $2    $—      $—      $—      $—      $—    

Surety bonds(b)

   11     10     1     —       —       —       —    

Financing trust guarantees

   250     —       —       —       —       —       250  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total commercial commitments

  $263    $12    $1    $—      $—      $—      $250  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Letters of credit(non-debt)—BGE maintainsnon-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.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

PHI commercial commitments (Successor) as of December 31, 2016, representing commitments potentially triggered by future events, were as follows:

       Expiration within 
   Total   2017   2018   2019   2020   2021   2022
and beyond
 

Letters of credit(non-debt)(a)

  $1    $1    $—      $—      $—      $—      $—    

Surety bonds(b)

   16     14     2     —       —       —       —    

Guaranteed lease residual values (c)

   20     —       —       —       —       —       20  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total commercial commitments

  $37    $15    $2    $—      $—      $—      $20  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Letters of credit(non-debt)—PHI and certain of its subsidiaries maintainnon-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.
(c)Represents the maximum potential obligation in the event that the fair value of certain leased equipment and fleet vehicles is zero at the end of the maximum lease term. The maximum lease term associated with these assets ranges from 3 to 8 years. The maximum potential obligation at the end of the minimum lease term would be $50 million. The minimum lease term associated with these assets ranges from 1 to 4 years. Historically, payments under the guarantees have not been made and PHI believes the likelihood of payments being required under the guarantees is remote.

Pepco commercial commitments as of December 31, 2016, representing commitments potentially triggered by future events, were as follows:

       Expiration within 
   Total   2017   2018   2019   2020   2021   2022
and beyond
 

Surety bonds(a)

  $9    $9    $—      $—      $—      $—      $—    

Guaranteed lease residual values (b)

   6     —       —       —       —       —       6  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total commercial commitments

  $15    $9    $—      $—      $—      $—      $6  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.
(b)Represents the maximum potential obligation in the event that the fair value of certain leased equipment and fleet vehicles is zero at the end of the maximum lease term. The maximum lease term associated with these assets ranges from 3 to 8 years. The maximum potential obligation at the end of the minimum lease term would be $14 million. The minimum lease term associated with these assets ranges from 1 to 4 years. Historically, payments under the guarantees have not been made and PHI believes the likelihood of payments being required under the guarantees is remote.

DPL commercial commitments as of December 31, 2016, representing commitments potentially triggered by future events, were as follows:

       Expiration within 
   Total   2017   2018   2019   2020   2021   2022
and beyond
 

Surety bonds(a)

  $4    $3    $1    $—      $—      $—      $—    

Guaranteed lease residual values (b)

   7     —       —       —       —       —       7  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total commercial commitments

  $11    $3    $1    $—      $—      $—      $7  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.
(b)Represents the maximum potential obligation in the event that the fair value of certain leased equipment and fleet vehicles is zero at the end of the maximum lease term. The maximum lease term associated with these assets ranges from 3 to 8 years. The maximum potential obligation at the end of the minimum lease term would be $17 million. The minimum lease term associated with these assets ranges from 1 to 4 years. Historically, payments under the guarantees have not been made and PHI believes the likelihood of payments being required under the guarantees is remote.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

ACE commercial commitments as of December 31, 2016, representing commitments potentially triggered by future events, were as follows:

       Expiration within 
   Total   2017   2018   2019   2020   2021   2022
and beyond
 

Letters of credit(non-debt)(a)

  $1    $1    $—      $—      $—      $—      $—    

Surety bonds(b)

   3     2     1     —       —       —       —    

Guaranteed lease residual values (c)

   5     —       —       —       —       —       5  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total commercial commitments

  $9    $3    $1    $—      $—      $—      $5  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a)Letters of credit(non-debt)—ACE maintainsnon-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.
(c)Represents the maximum potential obligation in the event that the fair value of certain leased equipment and fleet vehicles is zero at the end of the maximum lease term. The maximum lease term associated with these assets ranges from 3 to 8 years. The maximum potential obligation at the end of the minimum lease term would be $13 million. The minimum lease term associated with these assets ranges from 1 to 4 years. Historically, payments under the guarantees have not been made and PHI believes the likelihood of payments being required under the guarantees is remote.

Leases

Minimum future operating lease payments, including lease payments for contracted generation, vehicles, real estate, computers, rail cars, operating equipment and office equipment, as of December 31, 20142016 were:

 

  Exelon Generation (b) ComEd (c)   PECO (c)   BGE (c)(d)  Exelon (a) Generation (a) ComEd (b) PECO (b) BGE (b)(c)(d) PHI Pepco DPL (b) ACE 

2015

  $99   $51   $14    $3    $13  

2016

   102    57    13     3     11  

2017

   102    63    8     3     10   $183   $70   $11   $3   $32   $50   $7   $13   $8  

2018

   86    57    4     3     9   179   75   6   3   34   49   6   17   8  

2019

   70    43    4     2     7   123   30   6   4   34   36   5   7   7  

2020

 140   48   3   4   34   38   4   10   6  

2021

 133   47   3   4   32   34   3   9   5  

Remaining years

   699    628    2     —       27   968   644    —      —     33   211   7   54   20  
  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total minimum future lease payments

  $1,158(a)  $899(a)  $45    $14    $77   $1,726   $914   $29   $18   $199   $418   $32   $110   $54  
  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)Excludes Generation’s PPAs and tolling arrangements that are accounted for as contingent operating lease payments since these expected cash outflows are already disclosed in the Net Capacity Purchases table under the Energy Commitment.associated with contracted generation agreements.
(b)The Generation column above now includes minimum future lease payments associated with a 20-year lease agreement for the Baltimore headquarters that became effective during the second quarter of 2014. Generation’s total commitments under the lease agreement are $0 in 2015, and $5 million, $12 million, $13 million, $13 million, and $285 million related to years 2016, 2017, 2018, 2019, and thereafter, respectively, for a total of $328 million .
(c)Amounts related to certain real estate leases and railroad licenses effectively have indefinite payment periods. As a result, ComEd, PECO, BGE and BGEDPL have excluded these payments from the remaining years, as such amounts would not be meaningful. ComEd’s, PECO’s, BGE’s and BGE’sDPL’s average annual obligation for these arrangements, included in each of the years 2015—2019,2017—2021, was $2 million, $3$4 million, $2 million and $2 million, respectively.
(d)(c)Includes all future lease payments on a 99 year real estate lease that expires in 2106.
(d)The BGE column above includes minimum future lease payments associated with a6-year lease for the Baltimore City conduit system that became effective during the fourth quarter of 2016. BGE’s total commitments under the lease agreement are $21 million $25 million, $26 million , $27 million, $28 million, and $14 million related to years 2017, 2018, 2019, 2020, 2021 and thereafter, respectively.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

The following table presents the Registrants’ rental expense under operating leases for the years ended December 31, 2014, 20132016, 2015 and 2012:2014:

 

For the Year Ended December 31,

  Exelon   Generation (a)   ComEd   PECO   BGE   Exelon   Generation (a)   ComEd   PECO   BGE   Pepco   DPL   ACE 

2016

  $777    $667    $15    $7    $22    $8    $15    $13  

2015

   922     851     12     9     32     7     14     13  

2014

  $865    $806    $15    $14    $12     865     806     15     14     12     8     14     12  

2013

   806     744     15     21     11  

2012

   930     872     18     27     12  

   Successor  Predecessor 
   March 24, 2016
to December 31,
2016
  January 1,
2016
to March 23,
2016
   For the Year
Ended
December 31,
2015
   For the Year
Ended
December 31,
2014
 

PHI

        

Rental expense under operating leases

  $49    12     60     59  

 

(a)Includes Generation’s PPAs and other capacity contracts that are accounted for as operating leases and are reflected as net capacity purchases in the Energy Commitments table above. These agreements are considered contingent operating lease payments andassociated with contracted generation agreements that are not included in the minimum future operating lease payments table above. Payments made under Generation’s PPAscontracted generation lease agreements totaled $604 million, $798 million and other capacity contracts totaled $755 million $694 millionduring 2016, 2015 and $801 million during 2014, 2013respectively. Excludes contract amortization associated with purchase accounting and 2012, respectively.contract acquisitions.

For information regarding capital lease obligations, see Note 13—14—Debt and Credit Agreements.

Nuclear Insurance

Indemnifications RelatedGeneration is subject to Saleliability, property damage and other risks associated with major incidents at any of Sithe (Exelonits nuclear stations, including the CENG nuclear stations. Generation has mitigated its financial exposure to these risks through insurance and Generation)other industry risk-sharing provisions.

The Price-Anderson Act was enacted to ensure the availability of funds for public liability claims arising from an incident at any of the U.S. licensed nuclear facilities and also to limit the liability of nuclear reactor owners for such claims from any single incident. As of December 31, 2016, the current liability limit per incident is $13.4 billion and is subject to change to account for the effects of inflation and changes in the number of licensed reactors at least once every five years with the last adjustment effective September 10, 2013. In accordance with the Price-Anderson Act, Generation maintains financial protection at levels equal to the amount of liability insurance available from private sources through the purchase of private nuclear energy liability insurance for public liability claims that could arise in the event of an incident. Effective January 1, 2017, the required amount of nuclear energy liability insurance purchased is $450 million for each operating site. Claims exceeding that amount are covered through mandatory participation in a financial protection pool, as required by the PriceAnderson-Act, which provides the additional $13.0 billion per incident in funds available for public liability claims. Participation in this secondary financial protection pool requires the operator of each reactor to fund its proportionate share of costs for any single incident that exceeds the primary layer of financial protection. Exelon’s share of this secondary layer would be approximately $2.7 billion, including CENG’s related liability, however any amounts payable under this secondary layer would be capped at $400 million per year.

In addition, the U.S. Congress could impose revenue-raising measures on the nuclear industry to pay public liability claims exceeding the $13.4 billion limit for a single incident.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

As part of the execution of the NOSA on April 1, 2014, Generation executed an Indemnity Agreement pursuant to which Generation agreed to indemnify EDF and its affiliates against third-party claims that may arise from any future nuclear incident (as defined in the Price-Anderson Act) in connection with the CENG nuclear plants or their operations. Exelon guarantees Generation’s obligations under this indemnity. See Note 5—Investment in Constellation Energy Nuclear Group, LLC for additional information on Generation’s operations relating to CENG.

Generation is required each year to report to the NRC the current levels and sources of property insurance that demonstrates Generation possesses sufficient financial resources to stabilize and decontaminate a reactor and reactor station site in the event of an accident. The property insurance maintained for each facility is currently provided through insurance policies purchased from NEIL, an industry mutual insurance company of which Generation is a member.

NEIL may declare distributions to its members as a result of favorable operating experience. In recent years NEIL has made distributions to its members, but Generation cannot predict the level of future distributions or if they will continue at all. Generation’s portion of the distribution declared by NEIL is estimated to be $21 million for 2016, and was $21 million for 2015 and $18 million for 2014. The distributions were recorded as a reduction to Operating and maintenance expense within Exelon and Generation’s Consolidated Statements of Operations and Comprehensive Income.

Premiums paid to NEIL by its members are also subject to a potential assessment for adverse loss experience in the form of a retrospective premium obligation. NEIL has never assessed this retrospective premium since its formation in 1973, and Generation cannot predict the level of future assessments if any. The current maximum aggregate annual retrospective premium obligation for Generation is approximately $353 million. NEIL requires its members to maintain an investment grade credit rating or to ensure collectability of their annual retrospective premium obligation by providing a financial guarantee, letter of credit, deposit premium, or some other means of assurance.

NEIL provides “all risk” property damage, decontamination and premature decommissioning insurance for each station for losses resulting from damage to its nuclear plants, either due to accidents or acts of terrorism. If the decision is made to decommission the facility, a portion of the insurance proceeds will be allocated to a fund, which Generation is required by the NRC to maintain, to provide for decommissioning the facility. In the event of an insured loss, Generation is unable to predict the timing of the availability of insurance proceeds to Generation and the amount of such proceeds that would be available. In the event that one or more acts of terrorism cause accidental property damage within a twelve-month period from the first accidental property damage under one or more policies for all insured plants, the maximum recovery by Exelon will be an aggregate of $3.2 billion plus such additional amounts as the insurer may recover for all such losses from reinsurance, indemnity and any other source, applicable to such losses.

For its insured losses, Generation is self-insured to the extent that losses are within the policy deductible or exceed the amount of insurance maintained. Uninsured losses and other expenses, to the extent not recoverable from insurers or the nuclear industry, could also be borne by Generation. Any such losses could have a material adverse effect on Exelon’s and Generation’s financial condition, results of operations and liquidity.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Spent Nuclear Fuel Obligation

Under the NWPA, the DOE is responsible for the development of a geologic repository for and the disposal of SNF and high-level radioactive waste. As required by the NWPA, Generation is a party to contracts with the DOE (Standard Contracts) to provide for disposal of SNF from Generation’s nuclear generating stations. In accordance with the NWPA and the Standard Contracts, Generation historically had paid the DOE one mill ($0.001) per kWh of net nuclear generation for the cost of SNF disposal. On November 19, 2013, the D.C. Circuit Court ordered the DOE to submit to Congress a proposal to reduce the current SNF disposal fee to zero, unless and until there is a viable disposal program. On May 9, 2014, the DOE notified Generation that the SNF disposal fee remained in effect through May 15, 2014, after which time the fee was set to zero. As a result, for the year ended December 31, 2016, and December 31, 2015, Generation did not incur any expense in SNF disposal fees. For the year ended December 31, 2014, Generation incurred expense of $49 million in SNF disposal fees recorded in Purchased power and fuel expense within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income, including Exelon’s share of Salem and net ofco-owner reimbursements (not including such fees incurred by CENG). Until such time as a new fee structure is in effect, Exelon and Generation will not accrue any further costs related to SNF disposal fees. This fee may be adjusted prospectively in order to ensure full cost recovery. The NWPA and the Standard Contracts required the DOE to begin taking possession of SNF generated by nuclear generating units by no later than January 31, 2005, subsidiaries1998. The DOE, however, failed to meet that deadline and its performance has been, and is expected to be, delayed significantly.

The 2010 Federal budget (which became effective October 1, 2009) eliminated almost all funding for the creation of the Yucca Mountain repository while the Obama Administration devised a new strategy for long-term SNF management. A Blue Ribbon Commission (BRC) on America’s Nuclear Future, appointed by the U.S. Energy Secretary, released a report on January 26, 2012, detailing comprehensive recommendations for creating a safe, long-term solution for managing and disposing of the nation’s SNF and high-level radioactive waste.

In early 2013, the DOE issued an updated “Strategy for the Management and Disposal of Used Nuclear Fuel and High-Level Radioactive Waste” in response to the BRC recommendations. This strategy included a consolidated interim storage facility that was planned to be operational in 2025. However, due to continued delays on the part of the DOE, Generation completedcurrently assumes the DOE will begin accepting SNF in 2030. The SNF acceptance date assumption is based on management’s estimates of the amount of time required for DOE to select a seriessite location and develop the necessary infrastructure for long-term SNF storage.

Generation uses the 2030 date as the assumed date for when the DOE will begin accepting SNF for purposes of transactions that resulteddetermining nuclear decommissioning asset retirement obligations.

In August 2004, Generation and the DOJ, in close consultation with the DOE, reached a settlement under which the government agreed to reimburse Generation, subject to certain damage limitations based on the extent of the government’s breach, for costs associated with storage of SNF at Generation’s salenuclear stations pending the DOE’s fulfillment of its investmentobligations. A settlement agreement for Calvert Cliffs and Nine Mile Point was executed during 2011, pursuant to which the government agreed to reimburse the costs associated with SNF storage expended or to be expended during a term set by the agreement. The term was subsequently extended during 2014 to include SNF storage costs incurred at Calvert Cliffs and Nine Mile Point through December 31, 2016. A DOE settlement agreement for Ginna was also executed during 2011. During 2015, Ginna executed another DOE

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in Sithe. Specifically, subsidiaries of Generation consummated the acquisition of Reservoir Capital Group’s 50% interest in Sithe and subsequently sold 100% of Sithe to Dynegy Inc. (Dynegy).millions, except per share data unless otherwise noted)

 

settlement agreement providing for the reimbursement of SNF storage costs incurred through December 31, 2016. Generation expects the terms for each of the settlement agreements to be extended during 2017 for another three years to cover SNF storage costs through December 31, 2019. Generation, including CENG, submits annual reimbursement requests to the DOE for costs associated with the storage of SNF. In all cases, reimbursement requests are made only after costs are incurred and only for costs resulting from DOE delays in accepting the SNF.

Under the settlement agreement, Generation has received cumulative cash reimbursements for costs incurred as follows:

   Total   Net(a) 

Cumulative cash reimbursements(b)

  $1,038    $887  

(a)Total after considering amounts due toco-owners of certain nuclear stations and to the former owner of Oyster Creek.
(b)Includes $53 million and $49 million, respectively, for amounts received since April 1, 2014, for costs incurred under the CENG DOE Settlement Agreements prior to the consolidation of CENG.

As of December 31, 2016, and 2015, the amount of SNF storage costs for which reimbursement has been or will be requested from the DOE under the DOE settlement agreements is as follows:

   December 31, 2016  December 31, 2015 

DOE receivable—current(a)

  $109   $76  

DOE receivable—noncurrent(b)

   15    14  

Amounts owed toco-owners(a)(c)

   (13  (5

(a)Recorded in Accounts receivable, other.
(b)Recorded in Deferred debits and other assets, other
(c)Non-CENG amounts owed toco-owners are recorded in Accounts receivable, other. CENG amounts owed toco-owners are recorded in Accounts payable. Represents amounts owed to theco-owners of Peach Bottom, Quad Cities, and Nine Mile Point Unit 2 generating facilities.

The estimated maximum possible exposureStandard Contracts with the DOE also required the payment to Exelonthe DOE of aone-time fee applicable to nuclear generation through April 6, 1983. The fee related to the guarantees providedformer PECO units has been paid. Pursuant to the Standard Contracts, ComEd previously elected to defer payment of theone-time fee of $277 million for its units (which are now part of Generation), with interest to the date of payment, until just prior to the first delivery of SNF to the DOE. As of December 31, 2016, the unfunded SNF liability for theone-time fee with interest was $1,024 million. Interest accrues at the13-week Treasury Rate. The13-week Treasury Rate in effect, for calculation of the interest accrual at December 31, 2016, was 0.355%. The liabilities for SNF disposal costs, including theone-time fee, were transferred to Generation as part of Exelon’s 2001 corporate restructuring. The outstandingone-time fee obligations for the sales transaction to Dynegy was approximately $200 million at December 31, 2013.Nine Mile Point, Ginna, Oyster Creek and TMI units remain with the former owners. The guarantee expired January 31, 2014. Generation was not required to make payments under the guarantee,Clinton and therefore, hasCalvert Cliffs units have no further obligation related to this guarantee.outstanding obligation. See Note 12—Fair Value of Financial Assets and Liabilities for additional information.

Environmental Remediation Matters

Environmental Matters

General. The Registrants’ operations have in the past, and may in the future, require substantial expenditures in order 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,

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

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.

ComEd, PECO, BGE, and BGEDPL have identified sites where former MGP activities have or may have resulted in actual site contamination. For almost all of these sites, there are additional PRPs that may share responsibility for the ultimate remediation of each location.

 

ComEd has identified 42 sites, 1718 of which the remediation hashave been completedremediated and approved by the Illinois EPA or the U.S. EPA and 2524 that are 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 2019.

2021.

 

PECO has identified 26 sites, 1617 of which have been remediated in accordance with applicable PA DEP regulatory requirements. The remaining 109 sites are 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 2021.

2022.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

BGE has identified 13 former gas manufacturing or purification sites that it currently owns or owned at one time through a predecessor’s acquisition. Two gas manufacturing sites require some level of remediation and ongoing monitoring under the direction of the MDE. The required costs at these two2 sites are not considered material. OneAn investigation of an additional gas purification site is inwas completed during the initial stagesfirst quarter of investigation2015 at the direction of the MDE. At this time, BGE is unable to estimateFor more information, see the resultsdiscussion of this investigation.

the Riverside site below.

 

DPL has identified 2 sites, all of which the remediation has been completed and approved by the MDE or the Delaware Department of Natural Resources and Environmental Control.

ComEd, pursuant to an ICC order, and PECO, pursuant to settlements of natural gas distribution rate cases with the PAPUC, are currently recovering environmental remediation costs of former MGP facility sites through customer rates. See Note 3—Regulatory Matters for additional information regarding the associated regulatory assets. BGE is authorized to recover, and is currently recovering, environmental costs for the remediation of the former MGP facility sites from customers; however, while BGE does not have a rider for MGPclean-up costs, BGE has historically received recovery of actualclean-up costs in distribution rates. ComEd, PECO and BGE have recorded regulatory assets for theDPL has historically received recovery of these costs. See Note 3—Regulatory Matters for additional information regarding the associated regulatory assets.actualclean-up costs in distribution rates.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

As of December 31, 20142016 and 2013,2015, the Registrants havehad accrued the following undiscounted amounts for environmental liabilities in otherOther current liabilities and otherOther deferred credits and other liabilities within their respective Consolidated Balance Sheets:

 

December 31, 2014

  Total environmental
investigation
and remediation reserve
   Portion of total related to  MGP
investigation and remediation
 

December 31, 2016

  Total environmental
investigation
and remediation reserve
   Portion of total related to MGP
investigation and remediation (a)
 

Exelon

  $347    $277    $429    $325  

Generation

   63     —       72     —    

ComEd

   238     235     292     291  

PECO

   45     42     33     31  

BGE(a)

   1     —       2     2  

PHI

   30     1  

Pepco

   27     —    

DPL

   2     1  

ACE

   1     —    

 

December 31, 2013

  Total environmental
investigation
and remediation reserve
   Portion of total related to  MGP
investigation and remediation
 

Exelon

  $338    $273  

Generation

   56     —    

ComEd

   234     229  

PECO

   47     44  

BGE

   1     —    

December 31, 2015

  Total environmental
investigation
and remediation reserve
   Portion of total related to MGP
investigation and remediation
 

Exelon

  $369    $301  

Generation

   63     —    

ComEd

   266     264  

PECO

   37     35  

BGE

   3     2  

PHI (Predecessor)

   33     1  

Pepco

   24     —    

DPL

   3     1  

ACE

   1     —    

The historical nature of the MGP 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 based on probabilistic and deterministic modeling 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 completion of any significant clean up, each site remediation plan is approved by the appropriate state environmental agency.

During the third quarter of 2014,2016, ComEd and PECO completed an annual study of their future estimated MGP remediation requirements. The results of these studies indicated that additional remediation would be required at certain sites. Accordingly, ComEdthe study resulted in a $7 million and PECO increased their$2 million increase to environmental liabilities and related regulatory assets by $26 millionfor ComEd and $4 million, respectively, primarily reflecting refined assumptions regarding clean-up techniques and scopes based on additional experience and analysis as site clean-up and investigation activities progress.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

BGE has established a reserve for the active sites that is not material. Given that the former gas purification site is in the early stages of investigation and the extent of contamination is not currently known, BGE is unable to estimate actual remediation costs, which may be material to BGE’s results of operations, cash flows, and financial position.

PECO, respectively.

The Registrants cannot reasonably estimate whether they will incur other 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.

Water Quality

Groundwater Contamination. In October 2007, a subsidiary of Constellation entered into a consent decree with the MDE relating to groundwater contamination at a third-party facility that was licensed to accept fly ash, a byproduct generated by coal-fired plants. The consent decree required the payment of a $1 million penalty, remediation of groundwater contamination resulting from the ash placement operations at the site, replacement of drinking water supplies in the vicinity of the site, and monitoring of groundwater conditions. As of December 31, 2014 and 2013, Generation’s remaining groundwater contamination reserve was $13 million and $14 million. respectively.

Midwest Generation Bankruptcy. In December 1999, ComEd sold several generating stations to Midwest Generation, LLC (Midwest Generation), a subsidiary of Edison Mission Energy (EME). Under the terms of the sale agreement, Midwest Generation and EME assumed responsibility for environmental liabilities associated with the ownership, occupancy, use and operation of the stations, including responsibility for compliance by the stations with environmental laws before their purchase by Midwest Generation. Midwest Generation and EME additionally agreed to indemnify and hold ComEd and its affiliates harmless from claims, fines, penalties, liabilities and expenses arising from third party claims against ComEd resulting from or arising out of the environmental liabilities assumed by Midwest Generation and EME under the terms of the agreement governing the sale. In connection with Exelon’s 2001 corporate restructuring, Generation assumed ComEd’s rights and obligations with respect to its former generation business, including its rights and obligations under the sale agreement with Midwest Generation and EME.

Under a supplemental agreement reached in 2003, Midwest Generation agreed to reimburse ComEd and Generation for 50% of the specific asbestos claims pending as of February 2003 and related expenses less recovery of insurance costs and agreed to a sharing arrangement for liabilities and expenses associated with future asbestos-related claims as specified in the agreement.

On December 17, 2012 (Petition Date), EME and certain of its subsidiaries, including Midwest Generation, filed for protection under Chapter 11 of the U.S. Bankruptcy Code.

In 2012, the Bankruptcy Court approved the rejection of an agency agreement related to a coal rail car lease under which Midwest Generation had agreed to reimburse ComEd for all obligations incurred under the coal rail car lease. The rejection left Generation as the party responsible for making all remaining payments under the lease and performing all other obligations thereunder. In January 2013, Generation made the final $10 million payment due under the lease agreement which had been accrued at December 31, 2012.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

On March 11, 2014,Water Quality

Benning Road Site NPDES Permit Limit Exceedances. Pepco holds an NPDES permit issued by EPA with a July 19, 2009 effective date, which authorizes discharges from the Bankruptcy CourtBenning Road service facility. The 2009 permit for the Northern Districtfirst time imposed numerical limits on the allowable concentration of Illinois entered its Order Confirming Debtors’ Joint Chapter 11 Plancertain metals in storm water discharged from the site into the Anacostia River. The permit contemplated that Pepco would meet these limits over time through the use of Reorganization. On April 1, 2014 (Effective Date), NRG Energy purchased EME’s portfolio of generation, including Midwest Generation and the Joint Chapter 11 Plan of Reorganization (Plan) became effective. As partbest management practices (BMPs). The BMPs were effective in reducing metal concentrations in storm water discharges, but were not sufficient to meet all of the Plan,numerical limits for all metals.

The 2009 permit remains in effect pending EPA’s action on the sale agreement,Pepco renewal application, including resolution of the environmental indemnity,stormwater compliance issues. On October 30, 2015, EPA filed a Clean Water Act civil enforcement action against Pepco in federal district court, and in March 2016 the asbestos cost-sharing agreement were rejected. Creditors were provided 30 days fromcourt granted a motion by the Effective DateAnacostia Riverkeeper to file rejection damages claims associatedintervene in this case as a plaintiff along with contracts rejectedEPA. Since 2009 Pepco has installed runoff mitigation measures and implemented new operating procedures to comply with regulations. In January 2017, the parties agreed to a settlement in the form of a Consent Decree whereby Pepco will pay a civil penalty in the amount of $1.6 million, continue the BMPs to manage stormwater, construct a new stormwater treatment system, and make certain other capital improvements to the stormwater management system. The Consent Decree has been lodged with the Court and will be subject to a30-day public comment period. It is expected that the Court will approve the Consent Decree in the first quarter of 2017. Pepco has established appropriate reserves for the liabilities under the Plan.

During the second quarter of 2013, Exelon filed proofs of claim for approximately $21 million with the Bankruptcy Court for amounts owed by EME and Midwest Generation related to the coal rail car lease. Further, Exelon filed an environmental claim with an unspecified amount that listed the indemnifications that were in place pre-Petition Date and other factors associated with the remediation and a claim under the asbestos cost-sharing agreement with an unspecified amount. A settlement was approved on January 22, 2015, to resolve the claims related to the coal rail car lease for $14 million. Exelon received the funds and recorded the corresponding gain January 2015.

Certain environmental laws and regulations subject current and prior owners of properties or generators of hazardous substances at such properties to liability for remediation costs of environmental contamination. As a prior owner of the generating stations, ComEd (and Generation, through its agreement in Exelon’s 2001 corporate restructuring to assume ComEd’s rights and obligations associated with its former generation business) could face liability (along with any other potentially responsible parties) for environmental conditions at the stations requiring remediation, with the determination of the allocation among the parties subject to many uncertain factors. ComEd and Generation have reviewed available public information as to potential environmental exposures regarding the Midwest Generation station sites. Midwest Generation publicly disclosed in its March 31, 2014 Form 10-Q, its last public filing prior to its deregistration, that (i) it has accrued a probable amount of approximately $9 million for estimated environmental investigation and remediation costs under CERCLA, or similar laws, for the investigation and remediation of contaminated property at two Midwest Generation plant sites, (ii) it has identified stations forConsent Agreement, which a reasonable estimate for investigation and/ or remediation cannot be made and (iii) it and the Illinois EPA entered into Compliance Commitment Agreements outlining specified environmental remediation measures and groundwater monitoring activities to be undertaken at its Crawford, Powerton, Joliet, Will County and Waukegan generating stations. At this time, however, ComEd and Generation do not have sufficient information to reasonably assess the potential likelihood or magnitude of any remediation requirements that may be asserted. For these reasons, ComEd and Generation are unable to predict whether and to what extent they may ultimately be held responsible for remediation and other costs relating to the generating stations and as a result no liability has been recorded as of December 31, 2014. Any liability imposed on ComEd or Generation for environmental matters relating to the generating stations could have a material adverse impact on their future results of operations and cash flows.

Generation increased its reserve for asbestos-related bodily injury claims at December 31, 2013 by $25 million, as a result of Midwest Generation listing such agreementis included in the January 2014 plan supplement as an agreement to be rejected in connection with the Plan. As discussed above, the rejection became effective as part of the Plan. Subsequently, Generation increased its reserve by $15 million pursuant to the second quarter 2014 actuarial study of such claims, of which an estimated $6 million pertains to Midwest Generation’s share. Midwest Generation publicly disclosed in its March 31, 2014 Form 10-Q, its last public filing prior to its deregistration, that it had $53 million recorded related to asbestos bodily injury claims under the contractual indemnity with ComEd. Exelon and Generation may be entitled to damages associated with the rejection of the agreement. These amounts are considered to be contingent gains and would not be recognized until realized.

table above.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Solid and Hazardous Waste

Cotter Corporation. The U.S. EPA has advised Cotter Corporation (Cotter), a former ComEd subsidiary, that it is potentially liable in connection with radiological contamination at a site known as the West Lake Landfill in Missouri. On February 18,In 2000, ComEd sold Cotter to an unaffiliated third-party. As part of the sale, ComEd agreed to indemnify Cotter for any liability arising in connection with the West Lake Landfill. In connection with Exelon’s 2001 corporate restructuring, this responsibility to indemnify Cotter was transferred to Generation. On May 29, 2008, the U.S. EPA issued a Record of Decision approving the remediation option submitted by Cotter and the two other PRPs that required additional landfill cover. The current estimated cost of the landfill cover remediation for the site is approximately $90 million including escalation, which will be allocated among all PRPs. Generation has accrued what it believes to be an adequate amount to cover its anticipated share of such liability, which is included in the table above. By letter dated January 11, 2010, the U.S. EPA requested that the PRPs perform a supplemental feasibility study for a remediation alternative that would involve complete excavation of the radiological contamination. On September 30, 2011, the PRPs submitted the final supplemental feasibility study to the U.S. EPA for review. InSince June 2012, the U.S. EPA has requested that the PRPs perform a series of additional analysisanalyses and groundwater and soil sampling as part of the supplemental feasibility study. The final supplemental feasibility study was completed in December of 2016 and subsequently requested additional analysis sampling and modeling that will be conducted throughout 2015. In light of these additional requests, it is unknown whenenable the U.S EPA willto propose a remedy for public comment, butcomment. While the EPA has not yet formally announced a change in the schedule, the PRPs believe that the EPA announcement of the proposed remedy will likely be sometimetake place in 2016the third quarter of 2017 at the earliest. Thereafter, the U.S. EPA will select a final remedy and enter into a Consent Decree with the PRPs to effectuate the remedy. A completeRecent investigation has identified a number of other parties who may be PRPs and could be liable to contribute to the final remedy. Further investigation is underway. Generation believes that a partial excavation remedy is reasonably possible, and the partial excavation costs, inclusive of a landfill cover, could range from approximately $225 million to$650 million; such costs would likely be significantly more expensive thanshared by the previously selected additional cover remedy; however, final group of identified PRPs.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Generation believes the likelihood that the U.S. EPA would require a complete excavation remedy is remote. The current estimated cost of a partial or complete excavation could have a material, unfavorable impact on Generation’s and Exelon’s future results of operations and cash flows.

During December 2015, the landfillEPA took two actions related to the West Lake Landfill designed to abate what it termed as imminent and dangerous conditions at the landfill. The first involved installation by the PRPs of anon-combustible surface cover remediation for the site is approximately $50 million, which will be allocated among all PRPs.to protect against surface fires in areas where radiological materials are believed to have been disposed. Generation has accrued what it believes to be an adequate amount to cover its anticipated share of such liability.

On April 11, 2014,liability for this interim action. The second action involved EPA’s public statement that it will require the PRPs to construct a class action complaint was filedbarrier wall in the U.S. District Court for the Eastern District of Missouri against Cotter and six additional defendants. The complaint alleges that individuals living in the North St. Louis area withinan adjacent landfill to prevent a three-mile radiussubsurface fire from spreading to those areas of the West Lake Landfill suffered damagewhere radiological materials are believed to property or loss of use of property duehave been disposed. At this time, EPA has not provided sufficient details related to the defendants’ negligent handlingbasis for and the requirements and design of radioactive materials. a barrier wall to enable Generation to determine the likelihood such a remedy will ultimately be implemented, assess the degree to which Generation may have liability as a potentially responsible party, or develop a reasonable estimate of the potential incremental costs. It is reasonably possible, however, that resolution of this matter could have a material, unfavorable impact on Generation’s and Exelon’s future results of operations and cash flows. Finally, one of the other PRP’s, the landfill owner and operator of the adjacent landfill, has indicated that it will be making a contribution claim against Cotter for costs that it has incurred to prevent the subsurface fire from spreading to those areas of the West Lake Landfill where radiological materials are believed to have been disposed. At this time, Generation and Exelon do not possess sufficient information to assess this claim and are therefore unable to determine the impact on their future results of operations and cash flows.

On August 22, 2014,February 2, 2016, the plaintiffs voluntarily dismissedU.S. Senate passed a bill to transfer remediation authority over the case without prejudice.

West Lake Landfill from the EPA to the U.S. Army Corps of Engineers, under the Formerly Utilized Sites Remedial Action Program (FUSRAP). Such legislation would become final upon passage in the U.S. House of Representatives and the signature of the President, and be subject to annual funding appropriations in the U.S. Budget. The legislation has not passed in the House. Remediation under FUSRAP would not alter the liability of the PRPs, but could delay the determination of a final remedy and its implementation.

On August 8, 2011, Cotter was notified by the DOJ that Cotter is considered a PRP with respect to the government’sclean-up costs for contamination attributable to low level radioactive residues at a former storage and reprocessing facility named Latty Avenue near St. Louis, Missouri. The Latty Avenue site is included in ComEd’s indemnification responsibilities discussed above as part of the sale of Cotter. The radioactive residues had been generated initially in connection with the processing of uranium ores as part of the U.S. government’s Manhattan Project. Cotter purchased the residues in 1969 for initial processing at the Latty Avenue facility for the subsequent extraction of uranium and metals. In 1976, the NRC found that the Latty Avenue site had radiation levels exceeding NRC criteria for decontamination of land areas. Latty Avenue was investigated and remediated by the United States Army Corps of Engineers pursuant to funding under the Formerly Utilized Sites Remedial Action Program.FUSRAP. The DOJ has not yet formally advised the PRPs of the amount that it is seeking, but it is believed to be approximately $90 million. The DOJ and the PRPs agreed to toll the statute of limitations until August 20152017 so that settlement discussions could proceed. Based on Generation’s preliminary review, it appears probable that Generation has liability to Cotter under the indemnification agreement and has established an appropriate accrual for this liability.liability, which is included in the table above.

OnCommencing in February 28, 2012, and April 12, 2012, twoa number of lawsuits werehave been filed in the U.S. District Court for the Eastern District of Missouri against 15 and 14Missouri. Among the defendants respectively, includingwere Exelon, Generation and ComEd, (the Exelon defendants) and Cotter.all of

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

which were subsequently dismissed from the case, as well as Cotter, which remains a defendant. The suits allege that individuals living in the North St.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Louis area developed some form of cancer or other serious illness due to the Exelon defendants’Cotter’s negligent or reckless conduct in processing, transporting, storing, handling and/or disposing of radioactive materials. Plaintiffs have assertedare asserting public liability claims under the Price-Anderson Act. Their state law claims for negligence, strict liability, emotional distress, and medical monitoring and violations of the Price-Anderson Act.have been dismissed. The complaints do not contain specific damage claims. On May 30, 2012, the plaintiffs filed voluntary motions to dismiss the Exelon defendants from both lawsuits which were subsequently granted. Since May 30, 2012, several related lawsuits have been filed in the same court on behalf of various plaintiffs against Cotter and other defendants, but not Exelon. The allegations in these related lawsuits mirror the initially filed lawsuits. In the event of a finding of liability against Cotter, it is reasonably possible that Exelon would be considered liablefinancially responsible due to its indemnification responsibilities of Cotter described above. On March 27, 2013, the U.S. District CourtThe court has dismissed all state common law actions brought under the initial two lawsuits;a number of lawsuits, and also found that the plaintiffs had not properly brought the actions under the Price-Anderson Act. On July 8, 2013, the plaintiffs filed amended complaints under the Price-Anderson Act. Cotter movedis expected to dismiss additional lawsuits based on a recent ruling.Pre-trial motions and discovery are proceeding in the amended complaintsremaining cases and apre-trial scheduling order has motions currently pending beforebeen filed with the court. At this stage of the litigation, Exelon, Generation and ComEd cannot estimate a range of loss, if any.

68th Street Dump. In 1999, the U.S. EPA proposed to add the 68th Street Dump in Baltimore, Maryland to the Superfund National Priorities List, and notified BGE and 19 others that they are PRPs at the site. In connection with BGE’s 2000 corporate restructuring the responsibility for this liability was transferred to Constellation and as a result of the 2012 Exelon and CEG merger is now Generation’s responsibility. In March 2004, BGE and otherthe PRPs formed the 68th Street Coalition and entered into consent order negotiations with the U.S. EPA to investigateclean-up options for the site under the Superfund Alternative Sites Program. In May 2006, a settlement among the U.S. EPA and 19 of the PRPs including BGE, with respect to investigation of the site became effective. The settlement requires the PRPs, over the course of several years, to identify contamination at the site and recommendclean-up options. The PRPs submitted their investigation of the range ofclean-up options in the first quarter of 2011. Although the investigation and options provided to the U.S. EPA are still subject to U.S. EPA review and selection of a remedy, the range of estimatedclean-up costs to be allocated among all of the PRPs is in the range of $50 million to $64 million. On September 30, 2013, U.S. EPA issued the Record of Decision identifying its preferred remedial alternative for the site. The estimated cost for the alternative chosen by U.S. EPA is consistent with the PRPsPRPs’ estimated range of costs noted above. Based on Generation’s preliminary review, it appears probable that Generation has liability and has established an appropriate accrual for its share of the estimatedclean-up costs. A wholly owned subsidiary of Generation has agreed to indemnify BGE for most of the costs related to this settlement and clean-up of the site.

Rossville Ash Site. The Rossville Ash Site is a32-acre property located in Rosedale, Baltimore County, Maryland, which was used for the placement of fly ash from 1983-2007. The property is owned by Constellation Power Source Generation, LLC (CPSG)., a wholly-owned subsidiary of Generation. In 2008, CPSG investigated and remediated the property by entering it into the Maryland Voluntary Cleanup Program (VCP) to address any historic environmental concerns and ready the site for appropriate future redevelopment. The site was accepted into the program in 2010 and is currently going through the process to remediate the site and receive closure from MDE. Exelon currently estimates the cost to close the site to be approximately $10$4 million, which has been fully reserved as of December 31, 2014.2016 and is included in the table above.

Sauer Dump. On May 30, 2012, BGE was notified by the U.S. EPA that it is considered a PRP at the Sauer Dump Superfund site in Dundalk, Maryland. The U.S. EPA offered BGE and three other PRPs the opportunity to conduct an environmental investigation and present cleanup recommendations at the site. In addition, the U.S. EPA is seeking recovery from the PRPs of $1.7 million for past cleanup and investigation costs at the site. On March 11, 2013, BGE and three other PRP’sPRPs signed an Administrative Settlement Agreement and Order on Consent with the U.S. EPA which

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

requires the PRP’sPRPs to conduct a Remedial Investigationremedial investigation and Feasibility Studyfeasibility study at the site to determine what, if any, are the appropriate and recommended cleanup activities for the site. The ultimate outcome of this proceeding is uncertain. Since the U.S. EPA has not selected a cleanup

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

remedy and the allocation of the cleanup costs among the PRPs has not been determined, an estimate of the range of BGE’s reasonably possible loss, if any, cannot be determined. It is possible, however, that resolution of this matter could have a material, unfavorable impact on Exelon’s and BGE’s future results of operations and cash flows.

Riverside.In 2013, the MDE, at the request of EPA, conducted a site inspection and limited environmental sampling of certain portions of the 170 acre Riverside property owned by BGE. The site consists of several different parcels with different current and historical uses. The sampling included soil and groundwater samples for a number of potential environmental contaminants. The sampling confirmed the existence of contaminants consistent with the known historical uses of the various portions of the site. In March 2014, the MDE requested that BGE conduct an investigation which included a site-wide investigation of soils, sediment, groundwater, and surface water to complement the MDE sampling. The field investigation was completed in January 2015, and a final report was provided to MDE on June 2, 2015. On November 3, 2015, MDE provided BGE with its comments and recommendations on the report which require BGE to conduct further investigation and sampling at the site to better delineate the nature and extent of historic contamination, includingoff-site sediment and soil sampling. MDE did not request any interim remediation at this time and BGE anticipates completing the additional work requested by the end of the first quarter of 2017. BGE has established what it believes is an appropriate reserve based upon the investigation to date. The established reserve is included in the table above. As the investigation and potential remediation proceed, it is possible that resolution of this matter could have a material, unfavorable impact on Exelon’s and BGE’s future results of operations and cash flows.

Benning Road Site. In September 2010, PHI received a letter from 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 was formerly the location of a Pepco Energy Services electric generating facility. That generating facility was deactivated in June 2012 and plant structure demolition was completed in July 2015. 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 with the DOEE, which requires Pepco and Pepco Energy Services to conduct a RI/FS for the Benning Road site and an approximately 10 to 15 acre portion of the adjacent Anacostia River. The RI/FS will form the basis for the remedial actions for the Benning Road site and for the Anacostia River sediment associated with the site. The consent decree does not obligate Pepco or Pepco Energy Services to pay for or perform any remediation work, but it is anticipated that DOEE will look to Pepco and Pepco Energy Services to assume responsibility for cleanup of any conditions in the river that are determined to be attributable to past activities at the Benning Road site.

The initial RI field work began in January 2013 and was completed in December 2014. In April 2015, Pepco and Pepco Energy Services submitted a draft RI Report to DOEE. After review, DOEE determined that additional field investigation and data analysis was required to complete the RI process (much of which was beyond the scope of the original DOEE-approved RI work plan). In the meantime, Pepco and Pepco Energy Services revised the draft RI Report to address DOEE’s comments and DOEE released the draft RI Report for public review in February 2016. Once the additional RI work has been completed, Pepco and Pepco Energy Services will issue a draft “final” RI report for review and comment by DOEE and the public. Pepco and Pepco Energy Services will then proceed to develop an FS to evaluate possible remedial alternatives for submission to DOEE.

Upon DOEE’s approval of the final remedial investigation and feasibility study Reports, Pepco and Pepco Energy Services will have satisfied their obligations under the consent decree. At that point,

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Coal Combustion Residuals. On December 19, 2014,DOEE will prepare a Proposed Plan regarding further response actions. After considering public comment on the U.S. EPA issued the first federal regulationProposed Plan, DOEE will issue a Record of Decision identifying any further response actions determined to be necessary.

PHI, Pepco and Pepco Energy Services have determined that a loss associated with this matter for the disposal of coal combustion residuals (CCR) from power plants, including the classification of CCR as non-hazardous waste under RCRA. The EPA rulingPHI, Pepco and Pepco Energy Services is effective 180 days after publicationprobable and an estimated liability for this issue has been accrued, which is included in the Federal Register, whichtable above. As the remedial investigation proceeds and potential remedies are identified, it is anticipatedpossible that additional reserves could be established in early 2015. Underamounts that could be material to PHI, Pepco and Pepco Energy Services. Pursuant to Exelon’s March 2016 acquisition of PHI, Pepco Energy Services was transferred to Generation. The ultimate resolution of this matter is currently not expected to have any significant financial impact on Generation.

Anacostia River Tidal Reach. Contemporaneous with the regulation, CCR will continueBenning RI/FS being performed by Pepco and Pepco Energy Services, DOEE and certain federal agencies have been conducting a separate RI/FS focused on the entire tidal reach of the Anacostia River extending from just north of theMaryland-D.C. boundary line to be regulatedthe confluence of the Anacostia and Potomac Rivers. In March 2016, DOEE released a draft of the river-wide RI Report for public review and comment. The river-wide RI incorporated the results of the river sampling performed by most states subjectPepco and Pepco Energy Services 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 DOEE’s contractor. DOEE asked Pepco, along with parties responsible for other sites along the river, to participate in a “Consultative Working Group” to provide input into the process for future remedial actions addressing the entire tidal reach of the river and to ensure proper coordination with the other river cleanup efforts currently underway, including cleanup of the river segment adjacent to the Benning Road site resulting from the Benning Road RI/FS. Pepco responded that it will participate in the Consultative Working Group but its participation is not an acceptance of any financial responsibility beyond the work that will be performed at the Benning Road site described above. DOEE has advised the Consultative Working Group that the federal regulations.and DOEE authorities are conducting phase 2 of a remedial investigation. DOEE has targeted June 2018 as the date for remedy selection forclean-up of sediments in this section of the river. The Consultative Working Group and the other possible PRPs have provided input into the proposedclean-up process and schedule. At this time, it is not possible to predict the extent of Pepco’s participation in the river-wide RI/FS process, and Pepco cannot estimate the reasonably possible range of loss for response costs beyond those associated with the Benning RI/FS component of the river-wide initiative. It is possible, however, that resolution of this matter could have a material, unfavorable impact on Exelon’s and Pepco’s future results of operations and cash flows.

Conectiv Energy Wholesale Power Generation Sites. In July 2010, PHI sold the wholesale power generation business of Conectiv Energy Holdings, Inc. and substantially all of its subsidiaries (Conectiv Energy) to Calpine Corporation (Calpine). Under New Jersey’s Industrial Site Recovery Act (ISRA), the transfer of ownership triggered an obligation on the part of Conectiv Energy to remediate any environmental contamination at each of the nine Conectiv Energy generating facility sites located in New Jersey. Under the terms of the sale, Calpine has previously recorded reserves consistent with state regulationassumed responsibility for performing the ISRA-required remediation and for the payment of all related ISRA compliance costs up to $10 million. PHI is obligated to indemnify Calpine for any ISRA compliance remediation costs in excess of $10 million. According to PHI’s estimates, the costs of ISRA-required remediation activities at the nine generating facility sites located in New Jersey are in the range of approximately $7 million to $18 million, and PHI has established an appropriate accrual for its owned coal ash sites, and as such,share of the regulationestimatedclean-up costs, which is included in the table above. Pursuant to Exelon’s March 2016 acquisition of PHI, Conectiv Energy was transferred to Generation, however, the responsibility to indemnify Calpine remained at PHI. The ultimate resolution of this matter is currently not expected to have any significant financial impact Exelon’son PHI.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Rock Creek Mineral Oil Release.In late August 2015, a Pepco underground transmission line in the District of Columbia suffered a breach, resulting in the release ofnon-toxic mineral oil surrounding the transmission line into the surrounding soil, and Generation’sa small amount reached Rock Creek through a storm drain. Pepco notified regulatory authorities, and Pepco and its spill response contractors placed booms in Rock Creek, blocked the storm drain to prevent the release of mineral oil into the creek and commenced remediation of soil around the transmission line and the Rock Creek shoreline. Pepco estimates that approximately 6,100 gallons of mineral oil were released and that its remediation efforts recovered approximately 80% of the amount released. Pepco’s remediation efforts are ongoing under the direction of the DOEE, including the requirements of a February 29, 2016 compliance order which requires Pepco to prepare a full incident investigation report and prepare a removal action work plan to remove all impacted soils in the vicinity of the storm drain outfall, and in collaboration with the National Park Service, the Smithsonian Institution/National Zoo and EPA. Pepco’s investigation presently indicates that the damage to Pepco’s facilities occurred prior to the release of mineral oil when third-party excavators struck the Pepco underground transmission line while installing cable for another utility.

To the extent recovery is available against any party who contributed to this loss, PHI and Pepco will pursue such action. Exelon, PHI and Pepco continue to investigate the cause of the incident, the parties involved, and legal responsibility under District of Columbia law, but do not believe that the remediation costs to resolve this matter will have a material adverse effect on their respective financial results. Generationcondition, results of operations or cash flows.

Brandywine Fly Ash Disposal Site. In February 2013, Pepco received a letter from the MDE requesting that Pepco investigate the extent of waste on a Pepcoright-of-way that traverses the Brandywine fly ash disposal site in Brandywine, Prince George’s County, Maryland, owned by NRG Energy, Inc. (as successor to GenOn MD Ash Management, LLC) (NRG). In July 2013, while reserving its rights and related defenses under a 2000 agreement covering the sale of this site, Pepco indicated its willingness to investigate the extent of, and propose an appropriate closure plan to address, ash on theright-of-way. Pepco submitted a schedule for development of a closure plan to MDE on September 30, 2013 and, by letter dated October 18, 2013, MDE approved the schedule.

Exelon, PHI and Pepco have determined that a loss associated with this matter is evaluating what, if any, incrementalprobable and have estimated that the costs for implementation of a closure plan and cap on the site are in the range of approximately $3 million to $6 million, for which an appropriate reserve has been established and is included in the table above. Exelon, PHI and Pepco believe that the costs incurred in this matter will be incurred for coal ash disposal sites formerly owned by Generation that have not yet been closed by their current owners. At this time, however, Generation does not have sufficient information to reasonably assess the potential likelihood or magnitude of any remediation requirements that may be asserted for these former sitesrecoverable from NRG under the new federal regulations. For these reasons, Generation is unable to predict whether and to what extent they may ultimately be held responsible for remediation and other costs relating to formerly owned coal ash disposal sites under the new regulations, and as a result no new liability has been recorded as of December 31, 2014.2000 sale agreement.

Litigation and Regulatory Matters

Asbestos Personal Injury Claims (Exelon, Generation, ComEd, PECO and BGE).

Exelon and Generation. Generation maintains a reserve for claims associated with asbestos-related personal injury actions in certain facilities that are currently owned by Generation or were previously owned by ComEd and PECO. The reserve is recorded on an undiscounted basis and excludes the estimated legal costs associated with handling these matters, which could be material.

At December 31, 20142016 and 2013,2015, Generation had reserved approximately $100$83 million and $90$95 million, respectively, in total for asbestos-related bodily injury claims. As of December 31, 2014,2016, approximately $22 million of this amount related to 255230 open claims presented to Generation, while the

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

remaining $78$61 million of the reserve is for estimated future asbestos-related bodily injury claims anticipated to arise through 2050, based on actuarial assumptions and analyses, which are updated on an annual basis. On a quarterly basis, Generation monitors actual experience against the number of forecasted claims to be received and expected claim payments and evaluates whether an adjustment to the reserve is necessary. During the second quarter of 2014, Generation increased its reserve by approximately $15 million, primarily due to increased actual and projected number and severity of claims.

On November 22, 2013, the Supreme Court of Pennsylvania held that the Pennsylvania Workers Compensation Act does not apply to an employee’s disability or death resulting from occupational disease, such as diseases related to asbestos exposure, which manifests more than 300 weeks after the employee’s last employment-based exposure, and that therefore the exclusivity provision of the Act does not apply to preclude such employee from suing his or her employer in court. The Supreme Court’s ruling reverses previous rulings by the Pennsylvania Superior Court precluding current and former employees from suing their employers in court, despite the fact that the same employee was

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

not eligible for workers compensation benefits for diseases that manifest more than 300 weeks after the employee’s last employment-based exposure to asbestos. Currently,Since the Pennsylvania Supreme Court’s ruling in November 2013, Exelon, Generation, and PECO are unable to predict whether and to what extent they may experiencehave experienced an increase in asbestos-related personal injury claims brought by former PECO employees, all of which have been reserved against on a claim by claim basis. Those additional claims are taken into account in projecting estimated future asbestos-related bodily injury claims.

On November 4, 2015, the future asIllinois Supreme Court found that the provisions of the Illinois’ Workers’ Compensation Act and the Workers’ Occupational Diseases Act barred an employee from bringing a direct civil action against an employer for latent diseases, including asbestos-related diseases that fall outside the25-year limit of the statute of repose. The Illinois Supreme Court’s ruling reversed previous rulings by the Illinois Court of Appeals, which initially ruled that the Illinois Worker’s Compensation law should not apply in cases where the diagnosis of an asbestos related disease occurred after the25-year maximum time period for filing a Worker’s Compensation claim. As a result of this ruling; as such noruling, Exelon, Generation, and ComEd have not recorded an increase to the asbestos-related bodily injury liability has been recorded as of December 31, 2014. Increased2016.

There is a reasonable possibility that Exelon may have additional exposure to estimated future asbestos-related bodily injury claims activity resulting from this rulingin excess of the amount accrued and the increases could have a material adverse impacteffect on Exelon,Exelon’s, Generation’s and PECO’s future results of operations and cash flows.

BGE.Since 1993, BGE and certain Constellation (now Generation) subsidiaries have been involved in several actions concerning asbestos. The actions are based upon the theory of “premises liability,” alleging that BGE and Generation knew of and exposed individuals to an asbestos hazard. In addition to BGE and Generation, numerous other parties are defendants in these cases.

Approximately 486 individuals who were never employees of BGE or certain Constellation subsidiaries have pending claims each seeking several million dollars in compensatory and punitive damages. Cross-claims and third-party claims brought by other defendants may also be filed against BGE and certain Constellation subsidiaries in these actions. To date, most asbestos claims which have been resolved relating to BGE and certain Constellation subsidiaries have been dismissed or resolved without any payment by BGE or certain Constellation subsidiaries and a small minority of these cases has been resolved for amounts that were not material to BGE or Generation’s financial results.

Discovery begins in these Presently, there are an immaterial number of asbestos cases after they are placed on the trial docket. At present, only two of the pending cases are set for trial. Given the limited discovery in these cases,against BGE and Generation do not know the specific facts that are necessary to provide an estimate of the reasonably possible loss relating to these claims; as such, no accrual has been made and a range of loss is not estimable. The specific facts not known include:certain Constellation subsidiaries.

the identity of the facilities at which the plaintiffs allegedly worked as contractors;

the names of the plaintiffs’ employers;

the dates on which and the places where the exposure allegedly occurred; and

the facts and circumstances relating to the alleged exposure.

Insurance and hold harmless agreements from contractors who employed the plaintiffs may cover a portion of any awards in the actions.

Federal Energy Regulatory Commission Investigation (Exelon and Generation).

On January 30, 2012, FERC published a notice on its website regarding a non-public investigation of certain of Constellation’s power trading activities in and around the ISO-NY from September 2007 through December 2008. Prior to the Constellation merger, Constellation announced on March 9, 2012, that it had resolved the FERC investigation. Under the settlement, Constellation agreed to pay, and has paid, a $135 million civil penalty and $110 million in disgorgement.

During the year ended December 31, 2012, Generation recorded expense of $195 million in Operating and maintenance expense within its Statement of Operations and Comprehensive Income with the remaining $50 million recorded as a Constellation pre-acquisition contingency within its Consolidated Balance Sheets. See Note 4—Mergers, Acquisitions, and Dispositions for additional information on the Constellation merger.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Continuous Power Interruption (ComEd)(Exelon and ComEd)

Section 16-125 of the Illinois Public Utilities Act provides that in the event an electric utility, such as ComEd, experiences a continuous power interruption of four hours or more that affects (in ComEd’s

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

case) more than 30,000 customers, the utility may be liable for actual damages suffered by customers as a result of the interruption and may be responsible for reimbursement of local governmental emergency and contingency expenses incurred in connection with the interruption. Recovery of consequential damages is barred. The affected utility may seek from the ICC a waiver of these liabilities when the utility can show that the cause of the interruption was unpreventable damage due to weather events or conditions, customer tampering, or certain other causes enumerated in the law.

On August 18, 2011, ComEd sought from the ICC a determination that ComEd is not liable for damage compensation to customers in connection with the July 11, 2011 storm system that produced multiple power interruptions that in the aggregate affected more than 900,000 customers in ComEd’s service territory, as well as for five other storm systems that affected ComEd’s customers during June and July 2011 (Summer 2011 Storm Docket). In addition, on September 29, 2011, ComEd sought from the ICC a determination that it was not liable for damage compensation related to the February 1, 2011 blizzard (February 2011 Blizzard Docket).

On June 5, 2013, the ICC approved a complete waiver of liability for five of the six summer storms and the February 2011 blizzard. The ICC held that for the July 11, 2011 storm, 34,559 interruptions were preventable and therefore no waiver should apply. As required by the ICC’s Order, ComEd notified relevant customers that they may be entitled to seek reimbursement of incurred costs in accordance with a claims procedure established under ICC rules and regulations. In addition, the ICC found that ComEd did not systematically fail in its duty to provide adequate, reliable and safe service. As a result, the ICC rejected the Illinois Attorney General’s request for the ICC to open an investigation into ComEd’s infrastructure and storm hardening investments.

Following the ICC’s June 26, 2013 denial of ComEd’s request for rehearing, on June 27, 2013 ComEd filed an appeal of both the summer and winter storm dockets with the Illinois Appellate Court regarding the ICC’s interpretation of Section 16-125 of the Illinois Public Utilities Act. On July 31, 2014, the Illinois Appellate Court reaffirmed the ICC’s decision in the appeal of the Summer 2011 Storm Docket and dismissed the appeal of the February 2011 Blizzard Docket. The Illinois Appellate Court’s opinion has no accounting impact as ComEd previously established a liability in connection with the June 5, 2013 ICC ruling discussed below. ComEd has asked the Illinois Supreme Court to hear the matter. There is no set time in which the Court must decide whether it will take the case.

As a result of the ICC’s June 5, 2013 ruling, ComEd established a liability, which was not material, for potential reimbursements for actual damages incurred by the 34,559 customers covered by the ICC’s June 5, 2013 Order. The liability recorded represents the low end of a range of potential losses given that no amount within the range represents a better estimate. ComEd’s ultimate liability will be based on actual claims eligible for reimbursement as well as the outcome of the appeal. Although reimbursements for actual damages will differ from the estimated accrual recorded, at this time ComEd does not expect the difference to be material to ComEd’s results of operations or cash flows.

ComEd has not recorded an accrual for reimbursement of local governmental emergency and contingency expenses as a range of loss, if any, cannot be reasonably estimated at this time, but may be material to ComEd’s results of operations and cash flows.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Telephone Consumer Protection Act Lawsuit (ComEd)

On November 19, 2013, a class action complaint was filed in the Northern District of Illinois on behalf of a single individual and a presumptive class that would include all customers that ComEd enrolled in its Outage Alert text message program. The complaint alleges that ComEd violated the Telephone Consumer Protection Act (“TCPA”) by sending approximately 1.2 million text messages to customers without first obtaining their consent to receive such messages. The complaint seeks certification of a class along with statutory damages, attorneys’ fees, and an order prohibiting ComEd from sending additional text messages. Such statutory damages could range from $ 500 to $ 1,500 per text. ComEd intends to contest the allegations of this suit. In February 2014, ComEd filed a motion to dismiss this class action complaint, which was denied in June 2014. As of December 31, 2014,2016 and 2015, ComEd has a reserve, which isdid not have any material representing its best estimate of probable loss associated with this class action complaint. As ComEd is unable to predict the ultimate outcome of this proceeding, actual damages may differ from the estimated amountliabilities recorded which may be material to ComEd’s results of operations, cash flows, and financial position.for these storm events.

Fund Transfer Restrictions (Exelon, Generation, ComEd, PECO, BGE, PEPCO, DPL and BGE)ACE)

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.

The Federal Power Act declares it to be unlawful for any officer or director of any public utility “to participate in the making or paying of any dividends of such public utility from any funds properly included in capital account.” What constitutes “funds properly included in capital account” is undefined in the Federal Power Act or the related regulations; however, FERC has consistently interpreted the provision to allow dividends to be paid as long as: (1) the source of the dividends is clearly disclosed; (2) the dividend is not excessive; and (3) there is no self-dealing on the part of corporate officials. While these restrictions may limit the absolute amount of dividends that a particular subsidiary may pay, Exelon does not believe these limitations are materially limiting because, under these limitations, the subsidiaries are allowed to pay dividends sufficient to meet Exelon’s actual cash needs.

Under Illinois law, ComEd may not pay any dividend on its stock unless, among other things, “[its] earnings and earned surplus are sufficient to declare and pay same after provision is made for reasonable and proper reserves,” or unless it has specific authorization from the ICC. ComEd has also 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.

PECO’s Articles of Incorporation prohibit payment of any dividend on, or other distribution to the holders of, common stock if, after giving effect thereto, the capital of PECO represented by its common stock together with its retained earnings is, in the aggregate, less than the involuntary liquidating value of its then outstanding preferred securities. On May 1, 2013, PECO redeemed all outstanding preferred securities. As a result, the above ratio calculation is no longer applicable. Additionally, PECO may 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

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

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.

BGE pays dividends on its common stock after its board of directors declares them. However, BGE is subject to certain dividend restrictions established by the MDPSC. First, BGE iswas prohibited from paying a dividend on its common shares through the end of 2014. Second, BGE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, BGE’s equity

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade. Finally, BGE must notify the MDPSC that it intends to declare a dividend on its common shares at least 30 days before such a dividend is paid. There are no other limitations on BGE paying common stock dividends unless: (1)unless BGE elects to defer interest payments on the 6.20% Deferrable Interest Subordinated Debentures due 2043, and any deferred interest remains unpaid;unpaid.

PEPCO is subject to certain dividend restrictions established by settlements approved in Maryland and the District of Columbia. PEPCO is prohibited from paying a dividend on its common shares if (a) after the dividend payment, PEPCO’s equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the commissions and the Board or (2) any dividends (and any redemption payments) due(b) Pepco’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade.

DPL is subject to certain dividend restrictions established by settlements approved in Delaware and Maryland. DPL is prohibited from paying a dividend on BGE’s preference stock have not been paid.its common shares if (a) after the dividend payment, DPL’s equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the commissions and the Board or (b) DPL’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade.

ACE is subject to certain dividend restrictions established by settlements approved in New Jersey. ACE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, ACE’s equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the commissions and the Board or (b) ACE’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade.

Baltimore City Franchise Taxes (BGE)

The City of Baltimore claims that BGE has maintained electric facilities in the City’s publicright-of-ways for over one hundred years without the proper franchise rights from the City. BGE is currently reviewinghas reviewed the merits of this claim.City’s claim and believes that it lacks merit. BGE has not recorded an accrual for payment of franchise fees for past periods as a range of loss, if any, cannot be reasonably estimated at this time. Franchise fees assessed in future periods may be material to BGE’s results of operations and cash flows.

Conduit Lease with City of Baltimore (Exelon and BGE)

On September 23, 2015, the Baltimore City Board of Estimates approved an increase in annual rental fees for access to the Baltimore City underground conduit system effective November 1, 2015, from $12 million to $42 million, subject to an annual increase thereafter based on the Consumer Price Index. BGE subsequently entered into litigation with the City regarding the amount of and basis for establishing the conduit fee. On November 30, 2016, the Baltimore City Board of Estimates approved a settlement agreement entered into between BGE and the City to resolve the disputes and pending litigation related to BGE’s use of and payment for the underground conduit system. As a result of the settlement, the parties have entered into asix-year lease that reduces the annual expense to $25 million in the first three years and caps the annual expense in the last three years to not more than $29 million. BGE recorded a credit to Operating and maintenance expense in the fourth quarter of approximately $28 million for the reversal of the previously higher fees accrued in the current year as well as the settlement of prior year disputed feetrue-up amounts.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Deere Wind Energy Assets (Exelon and Generation)

In 2013, Deere & Company (“Deere”) filed a lawsuit against Generation in the Delaware Superior Court relating to Generation’s acquisition of the Deere wind energy assets. Under the purchase agreement, Deere was entitled to receiveearn-out payments if certain specific wind projects already under development in Michigan met certain development and construction milestones following the sale. In the complaint, Deere seeks to recover a $14 millionearn-out payment associated with one such project, which was never completed. Generation has filed counterclaims against Deere for breach of contract, with a right of recoupment and set off. On June 2, 2016, the Delaware Superior Court entered summary judgment in favor of Deere. On January 17, 2017, Generation filed an appeal with the Supreme Court of Delaware. Generation has accrued an amount to cover its potential liability.

General (Exelon, Generation, ComEd, PECO and BGE).(All Registrants)

The Registrants are involved in various other litigation matters that are being defended and handled in the ordinary course of business. The assessment of whether a loss is probable or a reasonable possibility, 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.

Income Taxes

(Exelon, Generation, ComEd, PECO and BGE)

See Note 14—15—Income Taxes for information regarding the Registrants’ income tax refund claims and certain tax positions, including the 1999 sale of fossil generating assets.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

23.25. Supplemental Financial Information (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Supplemental Statement of Operations Information

The following tables provide additional information about the Registrants’ Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2014, 20132016, 2015 and 2012.2014.

 

For the year ended December 31, 2014

  Exelon   Generation   ComEd   PECO   BGE 
                 Successor    Predecessor 
                 March 24,
2016 to
December 31,
2016
    January 1,
2016 to
March 23,
2016
 

For the year ended
December 31, 2016

 Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI    PHI 

Taxes other than income

                      

Utility (a)

  $456    $89    $238    $128    $86   $753   $122   $242   $136   $85   $312   $18   $—     $253     $78  

Property

   396     240     25     15     114   483   246   27   13   123   53   31   3   73     18  

Payroll

   200     118     28     14     18   226   117   28   15   17   8   5   3   23     8  

Other

   102     18     2     2     3   114   21   (4  —     4   4   1   1   5     1  
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

    

 

 

Total taxes other than income

  $1,154    $465     293    $159    $221   $1,576   $506   $293   $164   $229   $377   $55   $7   $354     $105  
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

    

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

For the year ended December 31, 2013

  Exelon   Generation   ComEd   PECO   BGE 
           Predecessor       

For the year ended December 31, 2015

 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE 

Taxes other than income

                   

Utility (a)

  $449    $79    $241    $129    $82   $474   $105   $236   $133   $85   $326   $308   $18   $—    

Property

   302     205     24     14     112   407   250   27   11   119   94   57   28   3  

Payroll

   159     89     27     13     15   201   118   28   14   16   27   6   4   2  

Other

   185     16     7     2     4   118   16   5   2   4   8   5   1   2  
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total taxes other than income

  $1,095    $389    $299    $158    $213   $1,200   $489   $296   $160   $224   $455   $376   $51   $7  
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

For the year ended December 31, 2012

  Exelon   Generation   ComEd   PECO BGE 
           Predecessor       

For the year ended December 31, 2014

 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE 

Taxes other than income

                  

Utility (a)

  $463    $82    $239    $141   $75   $456   $89   $238   $128   $86   $324   $307   $17   $—    

Property

   227     189     22     13    111   396   240   25   15   114   85   51   24   3  

Payroll

   131     78     26     12    18   200   118   28   14   18   23   6   4   2  

Other

   198     20     8     (4  4   102   18   2   2   3   5   5   1   (1
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total taxes other than income

  $1,019    $369    $295    $162   $208   $1,154   $465   $293   $159   $221   $437   $369   $46   $4  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)Generation’s utility tax represents gross receipts tax related to its retail operations and ComEd’s, PECO’s, BGE’s, Pepco’s, DPL’s and BGE’sACE’s utility taxes represent municipal and state utility taxes and gross receipts taxes related to their operating revenues, respectively.revenues. The offsetting collection of utility taxes from customers is recorded in revenues on the Registrants’ Consolidated Statements of Operations and Comprehensive Income.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

For the year ended December 31, 2014

  Exelon  Generation  ComEd   PECO  BGE 

Other, Net

       

Decommissioning-related activities:

       

Net realized income on decommissioning trust funds (a)

       

Regulatory agreement units

  $216   $216   $—      $—     $—    

Non-regulatory agreement units

   159    159    —       —      —    

Net unrealized gains on decommissioning trust funds—

       

Regulatory agreement units

   180    180    —       —      —    

Non-regulatory agreement units

   134    134    —       —      —    

Net unrealized gains on pledged assets—

       

Zion Station decommissioning

   29    29    —       —      —    

Regulatory offset to decommissioning trust fund-related activities(b)

   (358  (358  —       —      —    
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Total decommissioning-related activities

   360    360    —       —      —    
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Investment income

   1    1    —       (1  7(c) 

Long-term lease income

   24    —      —       —      —    

Interest income related to uncertain income tax positions

   40    54    —       —      —    

AFUDC—Equity

   21    —      3     6    12  

Other

   9    (9  14     2    (1
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Other, net

  $455   $406   $17    $7   $18  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

For the year ended December 31, 2013

  Exelon Generation ComEd   PECO BGE 
                 Successor    Predecessor 
                 March 24,
2016 to
December 31,
2016
    January 1,
2016 to
March 23,
2016
 

For the year ended
December 31, 2016

 Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI    PHI 

Other, Net

                   

Decommissioning-related activities:

                   

Net realized income on decommissioning trust funds (a)

       

Net realized income on decommissioning

trust funds (a)

            

Regulatory agreement units

  $256   $256   $—      $—     $—     $237   $237   $—     $—     $—     $—     $—     $—     $—       $—    

Non-regulatory agreement units

   77    77    —       —      —     126   126    —      —      —      —      —      —      —        —    

Net unrealized gains on decommissioning trust funds—

       

Net unrealized gains on decommissioning

trust funds

            

Regulatory agreement units

   406    406    —       —      —     216   216    —      —      —      —      —      —      —        —    

Non-regulatory agreement units

   146    146    —       —      —     194   194    —      —      —      —      —      —      —        —    

Net unrealized gains on pledged assets—

       

Net unrealized losses on pledged assets

            

Zion Station decommissioning

   7    7    —       —      —     (1 (1  —      —      —      —      —      —      —        —    

Regulatory offset to decommissioning trust fund-related activities(b)

   (546  (546  —       —      —     (372 (372  —      —      —      —      —      —      —        —    
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

    

 

 

Total decommissioning-related activities

   346    346    —       —      —     400   400    —      —      —      —      —      —      —        —    
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

��

 

  

 

  

 

  

 

  

 

    

 

 

Investment income

   8    (1  —       (1  9(c) 

Investment income (loss)

 17   8    —     (1  2(f)  1    —     1   1      —    

Long-term lease income

   28    —      —       —      —     4    —      —      —      —      —      —      —      —        —    

Interest income related to uncertain income tax positions

   24    4    —       —      —     13    —      —      —      —     1    —      —     (1    —    

Penalty related to uncertain income tax positions (c)

 (106  —     (86  —      —      —      —      —      —        —    

AFUDC—Equity

   22    —      11     4    7   64    —     14   8   19   19   5   6   23     7  

Loss on debt extinguishment

 (3 (2  —      —      —      —      —      —      —        —    

Other

   32    6    15     3    1   24   (5 7   1    —     15   8   2   21     (11
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

    

 

 

Other, net

  $460   $355   $26    $6   $17   $413   $401   $(65 $8   $21   $36   $13   $9   $44     $(4
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

    

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

For the year ended December 31, 2012

  Exelon Generation ComEd   PECO   BGE 
           Predecessor       

For the year ended December 31, 2015

 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE 

Other, Net

                 

Decommissioning-related activities:

                 

Net realized income on decommissioning trust funds (a)

        

Net realized income on decommissioning trust

funds(a)

         

Regulatory agreement units

  $189   $189   $—      $—      $—     $232   $232   $—     $—     $—     $—     $—     $—     $—    

Non-regulatory agreement units

   102    102    —       —       —     156   156    —      —      —      —      —      —      —    

Net unrealized losses on decommissioning trust funds—

                 

Regulatory agreement units

   386    386    —       —       —     (282 (282  —      —      —      —      —      —      —    

Non-regulatory agreement units

   105    105    —       —       —     (197 (197  —      —      —      —      —      —      —    

Net unrealized gains on pledged assets—

        

Net unrealized gains on pledged assets

         

Zion Station decommissioning

   73    73    —       —       —     7   7    —      —      —      —      —      —      —    

Regulatory offset to decommissioning trust fund-related activities (b)

   (530  (530  —       —       —     21   21    —      —      —      —      —      —      —    
  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total decommissioning-related activities

   325    325    —       —       —     (63 (63  —      —      —      —      —      —      —    
  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Investment income

   20    3    1     2     11(c) 

Investment income (loss)

 8   3    —     (2  4(f)   —      —      —      —    

Long-term lease income

   29    —      —       —       —     15    —      —      —      —      —      —      —      —    

Interest income related to uncertain income tax positions

   15    2    20     —       —     1   1    —      —      —     34   5    —      —    

AFUDC—Equity

   17    —      6     4     10   24    —     5   5   14   14   12   1   1  

Credit Facility termination fees

   (85  (85  —       —       —    

Terminated interest rate swaps(d)

 (26  —      —      —      —      —      —      —      —    

PHI merger related debt exchange(e)

 (22  —      —      —      —      —      —      —      —    

Other

   32    1    12     2     2   17   (1 16   2    —     40   11   9   2  
  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other, net

  $353   $246   $39    $8    $23   $(46 $(60 $21   $5   $18   $88   $28   $10   $3  
  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

                 Predecessor          

For the year ended December 31, 2014

 Exelon  Generation  ComEd  PECO  BGE  PHI  Pepco  DPL  ACE 

Other, Net

         

Decommissioning-related activities:

         

Net realized income on decommissioning trust funds (a)

         

Regulatory agreement units

 $216   $216   $—     $—     $—     $—     $—     $—     $—    

Non-regulatory agreement units

  159    159    —      —      —      —      —      —      —    

Net unrealized gains on decommissioning trust funds

         

Regulatory agreement units

  180    180    —      —      —        

Non-regulatory agreement units

  134    134    —      —      —      —      —      —      —    

Net unrealized gains on pledged assets

         

Zion Station decommissioning

  29    29    —      —      —      —       

Regulatory offset to decommissioning trust fund-related activities (b)

  (358  (358  —       —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total decommissioning-related activities

  360    360    —      —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Investment income (loss)

  1    1    —      (1  7(f)   1    —      —      —    

Long-term lease income

  24    —      —      —      —      —      —      —      —    

Interest income related to uncertain income tax positions

  40    54    —      —      —      —      1    —      1  

AFUDC—Equity

  21    —      3    6    12    13    10    2    1  

Other

  9    (9  14    2    (1  30    19    8    1  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other, net

 $455   $406   $17   $7   $18   $44   $30   $10   $3  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(a)Includes investment income and realized gains and losses on sales of investments ofwithin the nuclear decommissioning trust funds.
(b)Includes the elimination of NDT fund activity for the Regulatory Agreement Units, including the elimination of net income taxes related to all NDT fund activity for those units. See Note 15—16—Asset Retirement Obligations for additional information regarding the accounting for nuclear decommissioning.
(c)See Note 15—Income Taxes for discussion of the penalty related to the Tax Court’s decision on Exelon’s like-kind exchange tax position.
(d)In January 2015, in connection with Generation’s $750 million issuance of five-year Senior Unsecured Notes, Exelon terminated certainfloating-to-fixed interest rate swaps. As the original forecasted transactions were a series of future interest payments over a ten year period, a portion of the anticipated interest payments are probable not to occur. As a result, $26 million of anticipated payments were reclassified from AOCI to Other, net in Exelon’s Consolidated Statements of Operations and Comprehensive Income.
(e)See Note 14—Debt and Credit Agreements and Note 4—Mergers, Acquisitions, and Dispositions for additional information on the PHI merger related debt exchange.
(f)Relates to the cash return on BGE’s rate stabilization deferral. See Note 3—Regulatory Matters for additional information regarding the rate stabilization deferral.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Supplemental Cash Flow Information

The following tables provide additional information regarding the Registrants’ Consolidated Statements of Cash Flows for the years ended December 31, 2014, 20132016, 2015 and 2012.2014.

 

For the year ended December 31, 2014

  Exelon   Generation   ComEd   PECO   BGE 

Depreciation, amortization, accretion and depletion

          

Property, plant and equipment

  $2,080    $922    $588    $227    $288  

Regulatory assets

   191     —       99     9     83  

Amortization of intangible assets, net

   44     44     —       —       —    

Amortization of energy contract assets and liabilities (a)

   135     135     —       —       —    

Nuclear fuel (b)

   1,073     1,073     —       —       —    

ARO accretion (c)

   345     345     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total depreciation, amortization, accretion and depletion

  $3,868    $2,519    $687    $236    $371  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

                          Successor     Predecessor 
                          March 24,
2016 to
December 31,
2016
     January 1,
2016 to
March 23,
2016
 

For the year ended December 31,
2016

 Exelon  Generation  ComEd  PECO  BGE  Pepco  DPL  ACE  PHI     PHI 

Depreciation, amortization and accretion

            

Property, plant and equipment

 $3,477   $1,835   $708   $244   $299   $175   $110   $82   $325     $94  

Regulatory assets

  407    —      67    26    124    120    47    83    190      58  

Amortization of intangible assets, net

  52    44    —      —      —      —      —      —      —        —    

Amortization of energy contract assets and liabilities (a)

  35    35    —      —      —      —      —      —      —        —    

Nuclear fuel (b)

  1,159    1,159    —      —      —      —      —      —      —        —    

ARO accretion (c)

  446    446    —      —      —      —      —      —      —        —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

 

Total depreciation, amortization and accretion

 $5,576   $3,519   $775   $270   $423   $295   $157   $165   $515     $152  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

 

 

For the year ended December 31, 2013

  Exelon   Generation   ComEd   PECO   BGE 

Depreciation, amortization, accretion and depletion

          
                 Predecessor 

For the year ended December 31, 2015

 Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI 

Depreciation, amortization and accretion

         

Property, plant and equipment

  $1,893    $813    $545    $219    $264   $2,227   $1,007   $635   $240   $289   $164   $103   $76   $392  

Regulatory assets

   212     —       119     9     84   170    —     72   20   77   92   45   99   232  

Amortization of intangible assets, net

   48     43     5     —       —     54   47    —      —      —      —      —      —      —    

Amortization of energy contract assets and liabilities (a)

   430     507     —       —       —     22   22    —      —      —      —      —      —      —    

Nuclear fuel (b)

   921     921     —       —       —     1,116   1,116    —      —      —      —      —      —      —    

ARO accretion (c)

   275     275     —       —       —     398   397    —      —      —      —      —      —      —    
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total depreciation, amortization, accretion and depletion

  $3,779    $2,559    $669    $228    $348  

Total depreciation, amortization and

accretion

 $3,987   $2,589   $707   $260   $366   $256   $148   $175   $624  
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

For the year ended December 31, 2012

  Exelon   Generation   ComEd   PECO   BGE 

Depreciation, amortization, accretion and depletion

          
                 Predecessor 

For the year ended December 31, 2014

 Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI 

Depreciation, amortization and accretion

         

Property, plant and equipment

  $1,712    $733    $525    $207    $245   $2,080   $922   $588   $227   $288   $155   $94   $72   $363  

Regulatory assets

   129     —       80     10     53   191    —     99   9   83   57   28   83   163  

Amortization of intangible assets, net

   40     35     5     —       —     44   44    —      —      —      —      —      —      —    

Amortization of energy contract assets and liabilities (a)

   1,110     1,110     —       —       —     135   135    —      —      —      —      —      —      —    

Nuclear fuel (b)

   848     848     —       —       —     1,073   1,073    —      —      —      —      —      —      —    

ARO accretion (c)

   240     240     —       —       —     345   345    —      —      —      —      —      —      —    
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total depreciation, amortization and accretion

  $4,079    $2,966    $610    $217    $298   $3,868   $2,519   $687   $236   $371   $212   $122   $155   $526  
  

 

 �� 

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)Included in Operating revenues or Purchased power and fuel on the Registrants’ Consolidated Statements of Operations and Comprehensive Income.
(b)Included in Purchased power and fuel expense on the Registrants’ Consolidated Statements of Operations and Comprehensive Income.
(c)Included in Operating and maintenance expense on the Registrants’ Consolidated Statements of Operations and Comprehensive Income.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

For the year ended December 31, 2014

  Exelon Generation ComEd PECO BGE 
                 Successor    Predecessor 
                 March 24,
2016 to
December 31,
2016
    January 1,
2016 to
March 23,
2016
 

For the year ended December 31,
2016

 Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI    PHI 

Cash paid (refunded) during the year:

                  

Interest (net of amount capitalized)

  $940   $322   $292   $94   $111   $1,340   $339   $298   $104   $92   $118   $47   $62   $209     $43  

Income taxes (net of refunds)

  $314    227    (6  85    (21 (441 435   (444 64   31   216   115   200   258     11  
 

Other non-cash operating activities:

                  

Pension and non-pension postretirement benefit costs

  $560   $249    162   $36   $64   $619   $218   $166   $33   $67   $31   $18   $15   $86     $23  

Loss from equity method investments

   22    20    —      —      —     24   25    —      —      —      —      —      —      —        —    

Provision for uncollectible accounts

   156    14    26    52    64   155   19   41   30   1   29   23   32   65     16  

Provision for excess and obsolete inventory

   5    5    —      —      —     12   6   4    —      —     3   1   1   1     1  

Stock-based compensation costs

   91    —      —      —      —     111    —      —      —      —      —      —      —      —       3  

Other decommissioning-related activity (a)

   (132  (132  —      —      —     (384 (384  —      —      —      —      —      —      —        —    

Energy-related options (b)

   122    122    —      —      —     (11 (11  —      —      —      —      —      —      —        —    

Amortization of regulatory asset related to debt costs

   11    —      8    3    —     9    —     4   1    —     2   1   1   3     1  

Amortization of rate stabilization deferral

   65    —      —      —      65   76    —      —      —     81   (12 2    —     (5   5  

Amortization of debt fair value adjustment

   (23  (23  —      —      —     (11 (11  —      —      —      —      —      —      —        —    

Merger-related commitments

   44    44    —      —      —    

Merger-related commitments(c)(d)

 558   53    —      —      —     125   82   110   317      —    

Severance costs

 99   22    —      —      —      —      —      —     56      —    

Asset retirement costs

 2    —      —      —      —      —     1   2   2      —    

Amortization of debt costs

   53    12    4    2    2   35   17   4   3   1    —      —      —     1      —    

Discrete impacts from EIMA (c)

   53    —      53    —      —    

Discrete impacts from EIMA (e)

 8    —     8    —      —      —      —      —      —        —    

Lower of cost or market inventory adjustment

   29    29    —      —      —     37   36    —     1    —      —      —      —      —        —    

Baltimore City Conduit Lease Settlement

 (28  —      —      —     (28  —      —      —      —        —    

Cash Working Capital Order

 (13  —      —      —     (13  —      —      —      —        —    

Other

   (2  6    2    (1  (15 35   25   (12 (3 (21 5   (14 (6 (12   (3
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

    

 

 

Total other non-cash operating activities

  $1,054   $346   $255   $92   $180   $1,333   $15   $215   $65   $88   $183   $114   $155   $514     $46  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

    

 

 

Changes in other assets and liabilities:

      

Under/over-recovered energy and transmission costs

  $47   $—     $36   $—     $11  

Other regulatory assets and liabilities

   (167  —      (13  (16  (121

Cash deposits(d)

   (241  (241  —      —      —    

Other current assets

   7    81    (10  (2  (44

Other noncurrent assets and liabilities

   (204  (89  32    1    (9
  

 

  

 

  

 

  

 

  

 

 

Total changes in other assets and liabilities

  $(558 $(249 $45   $(17 $(163
  

 

  

 

  

 

  

 

  

 

 

Non-cash investing and financing activities:

                  

Change in ARC

  $72   $72   $—     $—     $—    

Change in capital expenditures not paid

   220    (61)(e)   78    —      25   $(128 $50   $(91 $(11 $(86 $27   $(12 $11   $21     $11  

Fair value of net assets recorded upon CENG consolidation(f)

   (3,400  (3,400  —      —      —    

Issuance of equity units(g)

   131    —      —      —      —    

Nuclear fuel procurement(h)

   70    70    —      —      —    

Fair value of net assets contributed to Generation in connection with the PHI Merger, net of cash

  —     119    —      —      —      —      —      —      —        —    

Fair value of net assets distributed to Exelon in connection with the PHI Merger, net of cash(c)(f)

  —      —      —      —      —      —      —      —     127      —    

Fair value of pension obligation transferred in connection with the PHI Merger(c)(f)

  —      —      —      —      —      —      —      —     53      —    

Assumption of member purchase liability

  —      —      —      —      —      —      —      —     29      —    

Assumption of merger commitment liability

  —      —      —      —      —     33    —      —     33      —    

Change in PPE related to ARO update

 191   191    —      —      —      —      —      —      —        —    

Non-cash financing of capital projects

  95    95    —      —      —      —      —      —      —        —    

Indemnification of like-kind exchange position(i)(h)

   —      —      5    —      —      —      —     158    —      —      —      —      —      —        —    

Sale of Upstream assets (c)

 37   37    —      —      —      —      —      —      —        —    

Pending FitzPatrick Acquisition (i)

 (54 (54  —      —      —      —      —      —      —        —    

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

(a)Includes the elimination of NDT fund activity for the Regulatory Agreement Units, including the elimination of operating revenues, ARO accretion, ARC amortization, investment income and income taxes related to all NDT fund activity for these units. See Note 16—Asset Retirement Obligations for additional information regarding the accounting for nuclear decommissioning.
(b)Includes option premiums reclassified to realized at the settlement of the underlying contracts and recorded to results of operations.
(c)See Note 4—Mergers, Acquisitions, and Dispositions for more information.
(d)Excludes $5 million of forgiveness of Accounts receivable related to merger commitments recorded in connection with the PHI Merger, the balance is included within Provision for uncollectible accounts.
(e)Reflects the change in distribution rates pursuant to EIMA, which allows for the recovery of costs by a utility through apre-established performance-based formula rate. See Note 3—Regulatory Matters for more information.
(f)Immediately following closing of the PHI Merger, the net assets associated with PHI’s unregulated business interests were distributed by PHI to Exelon. Exelon contributed a portion of such net assets to Generation.
(g)Relates to the nuclear fuel procurement contract for the purchase of fixed quantities of converted uranium, which was delivered to Generation in 2015. Generation is required to make payments starting September 28, 2018, with the final payment being due no later than September 30, 2020.
(h)See Note 15—Income Taxes for discussion of the like-kind exchange tax position.
(i)Reflects the transfer of nuclear fuel to Entergy under the cost reimbursement provisions of the FitzPatrick acquisition agreements. See Note 4—Mergers, Acquisitions, and Dispositions for more information.

                          Predecessor 

For the year ended December 31, 2015

 Exelon  Generation  ComEd  PECO  BGE  Pepco  DPL  ACE  PHI 

Cash paid (refunded) during the year:

         

Interest (net of amount capitalized)

 $930   $348   $308   $94   $120   $116   $47   $63   $268  

Income taxes (net of refunds)

  342    476    (265  64    73    (6  (5  —      (13

Othernon-cash operating activities:

         

Pension andnon-pension postretirement benefit costs

 $637   $269   $206   $39   $65   $30   $15   $15   $97  

Loss from equity method investments

  7    8    —      —      —      —      —      —      —    

Provision for uncollectible accounts

  120    22    53    30    15    21    20    20    61  

Stock-based compensation costs

  97    —      —      —      —      —      —      —      13  

Other decommissioning-related activity (a)

  (82  (82  —      —      —      —      —      —      —    

Energy-related options (b)

  21    21    —      —      —      —      —      —      —    

Amortization of regulatory asset related to debt costs

  7    —      5    2    —      2    1    1    5  

Amortization of rate stabilization deferral

  73    —      —      —      73    1    (3  —      (2

Amortization of debt fair value adjustment

  (17  (17  —      —      —      —      —      —      —    

Discrete impacts from EIMA (c)

  144    —      144    —      —      —      —      —      —    

Amortization of debt costs

  58    15    4    2    2    —      —      —      2  

Provision for excess and obsolete inventory

  10    9    1    —      —      —      —      —      1  

Lower of cost or market inventory adjustment

  23    23    —      —      —      —      —      —      —    

Other

  11    —      3    (3  (18  —      —      1    (10
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total othernon-cash operating activities

 $1,109   $268   $416   $70   $137   $54   $33   $37   $167  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-cash investing and financing activities:

         

Change in capital expenditures not paid

 $96   $82   $34   $(13 $(9 $(1 $3   $3   $6  

Nuclear fuel procurement (d)

  57    57    —      —      —      —      —      —      —    

Change in PPE related to ARO update

  885    885    —      —      —      —      —      —      —    

Indemnification of like-kind exchange position (e)

  —      —      7    —      —      —      —      —      —    

Non-cash financing of capital projects

  77    77    —      —      —      —      —      —      —    

Long-term software licensing agreement (f)

  95    —      —      —      —      —      —      —      —    

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

(a)Includes the elimination of NDT fund activity for the Regulatory Agreement Units, including the elimination of operating revenues, ARO accretion, ARC amortization, investment income and income taxes related to all NDT fund activity for these units. See Note 16—Asset Retirement Obligations for additional information regarding the accounting for nuclear decommissioning.
(b)Includes option premiums reclassified to realized at the settlement of the underlying contracts and recorded to results of operations.
(c)Reflects the change in distribution rates pursuant to EIMA, which allows for the recovery of costs by a utility through apre-established performance-based formula rate tariff.rate. See Note 3—Regulatory Matters for more information.
(d)Relates primarily to cash deposits made to ISO’s/RTO’s.
(e)Includes $170 million of changes in capital expenditures not paid between December 31, 2014 and 2013 related to Antelope Valley.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

(f)See Note 5—Investment in Constellation Energy Nuclear Group, LLC for additional information.
(g)Relates to the present value of the contract payments for the equity units issued by Exelon. See Note 19—Common Stock for additional information.
(h)Relates to the nuclear fuel procurement contractscontract for the purchase of fixed quantities of converted uranium, which was delivered to Generation on June 30, 2014 and September 24, 2014.in 2015. Generation is required to make payments starting June 30, 2016,September 28, 2018, with the final payment being due no later than JuneSeptember 30, 2018.2020.
(i)(e)See Note 14—15—Income Taxes for discussion of the like-kind exchange tax position.
(f)Relates to a long-term software license agreement entered into on May 30, 2015. Exelon is required to make payments starting August of 2015 through May of 2024. See Note 14—Debt and Credit Agreements for additional information.

 

For the year ended December 31, 2013

  Exelon Generation ComEd PECO BGE 
                 Predecessor 

For the year ended December 31, 2014

 Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI 

Cash paid (refunded) during the year:

               

Interest (net of amount capitalized)

  $866   $291   $283   $95   $130   $940   $322   $292   $94   $111   $111   $45   $61   $257  

Income taxes (net of refunds)

   112    (18  33    70    42   314   227   (6 85   (21 (58 (43 (3 (2

Other non-cash operating activities:

               

Pension and non-pension postretirement benefit costs

  $825   $345   $308   $43   $56   $560   $249   $162   $36   $64   $22   $7   $13   $58  

Gain from equity method investments

   (10  (10  —      —      —    

Loss from equity method investments

 22   20    —      —      —      —      —      —      —    

Provision for uncollectible accounts

   101    10    (15  61    44   156   14   26   52   64   17   14   13   49  

Provision for excess and obsolete inventory

   9    9    —      —      —     5   5    —      —      —      —      —      —      —    

Stock-based compensation costs

   120    —      —      —      —     91    —      —      —      —      —      —      —     18  

Other decommissioning-related activity (a)

   (169  (169  —      —      —     (132 (132  —      —      —      —      —      —      —    

Energy-related options (b)

   104    104    —      —      —     122   122    —      —      —      —      —      —      —    

Amortization of regulatory asset related to debt costs

   12    —      9    3    —     11    —     8   3    —     3   2    —     5  

Amortization of rate stabilization deferral

   66    —      —      —      66   65    —      —      —     65   3   (1  —     2  

Amortization of debt fair value adjustment

   (34  (34  —      —      —     (23 (23  —      —      —      —      —      —      —    

Merger-related commitments

 44   44    —      —      —      —      —      —      —    

Discrete impacts from EIMA (c)

   (271  —      (271  —      —     53    —     53    —      —      —      —      —      —    

Amortization of debt costs

   18    10    1    2    2   53   12   4   2   2    —      —      —     1  

Lower of cost or market inventory adjustment

 29   29    —      —      —      —      —      — ��    —    

Other

   (53  5    (4  (1  (15 (2 6   2   (1 (15 (8  —      —     (6
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total other non-cash operating activities

  $718   $270   $28   $108   $153   $1,054   $346   $255   $92   $180   $37   $22   $26   $127  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Changes in other assets and liabilities:

      

Under/over-recovered energy and transmission costs

  $12   $—     $(35 $9   $38  

Other regulatory assets and liabilities

   (64  —      (43  (16  (71

Other current assets

   (165  (151  51    13    (8

Other noncurrent assets and liabilities

   322    15    268  (d)   (12  (23
  

 

  

 

  

 

  

 

  

 

 

Total changes in other assets and liabilities

  $105   $(136 $241   $(6 $(64
  

 

  

 

  

 

  

 

  

 

 

Non-cash investing and financing activities:

               

Change in ARC

  $(128 $(128 $—     $—     $4  

Change in PPE related to ARO update

 $72   $72   $—     $—     $—     $—     $—     $—     $—    

Change in capital expenditures not paid

   (38  (107)  (e)   (8  13    (48 220    (61)(d)  78    —     25   10   8   9   28  

Consolidated VIE dividend to noncontrolling interest

   63    63    —      —      —    

Indemnification of like-kind exchange position(f)

   —      —      176    —      —    

Fair value of net assets recorded upon CENG consolidation (e)

 3,400   3,400    —      —      —      —      —      —      —    

Issuance of equity units (f)

 131    —      —      —      —      —      —      —      —    

Nuclear fuel procurement (g)

 70   70    —      —      —      —      —      —      —    

Indemnification of like-kind exchange position (h)

  —      —     5    —      —      —      —      —      —    

 

(a)Includes the elimination of NDT fund activity for the Regulatory Agreement Units, including the elimination of operating revenues, ARO accretion, ARC amortization, investment income and income taxes related to all NDT fund activity for these units. See Note 15—16—Asset Retirement Obligations for additional information regarding the accounting for nuclear decommissioning.
(b)Includes option premiums reclassified to realized at the settlement of the underlying contracts and recorded to results of operations.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

(c)Reflects the change in distribution rates pursuant to EIMA, which allows for the recovery of costs by a utility through apre-established performance-based formula rate tariff.rate. See Note 3—Regulatory Matters for more information.
(d)Relates primarily to interest payableIncludes $170 million of changes in capital expenditures not paid between December 31, 2014 and 2013 related to like-kind exchange tax position. Antelope Valley.
(e)See Note 14—5—Investment in Constellation Energy Nuclear Group, LLC for additional information.
(f)Relates to the present value of the contract payments for the equity units issued by Exelon. See Note 21—Stock-Based Compensation Plans for additional information.
(g)Relates to the nuclear fuel procurement contracts for the purchase of fixed quantities of uranium, which was delivered to Generation in 2014. Generation is required to make payments starting June 30, 2016, with the final payment being due no later than June 30, 2018.
(h)See Note 15—Income Taxes for discussion of the like-kind exchange tax position.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

(e)Includes $55 million of changes in capital expenditures not paid between December 31, 2013 and 2012 related to Antelope Valley.
(f)See Note 14—Income Taxes for discussion of the like-kind exchanged tax position.

For the year ended December 31, 2012

  Exelon  Generation  ComEd  PECO  BGE 

Cash paid (refunded) during the year:

      

Interest (net of amount capitalized)

  $761   $286   $288   $113   $136  

Income taxes (net of refunds)

   (171  175    (42  (64  (112

Other non-cash operating activities:

      

Pension and non-pension postretirement benefit costs

  $820   $341   $282   $50   $57  

Earnings from equity method investments

   91    91    —      —      —    

Provision for uncollectible accounts

   164    22    42    60    44  

Provision for excess and obsolete inventory

   6    6    1    —      —    

Stock-based compensation costs

   94    —      —      —      —    

Other decommissioning-related activity (a)

   (145  (145  —      —      —    

Energy-related options (b)

   160    160    —      —      —    

Amortization of regulatory asset related to debt costs

   18    —      13    3    2  

Amortization of rate stabilization deferral

   57    —      —      —      67  

Amortization of debt fair value adjustment

   (34  (34  —      —      —    

Merger-related commitments(c)

   141    32    —      —      27  

Severance costs

   99    34    —      —      —    

Discrete impacts from EIMA (d)

   (96  —      (96  —      —    

Amortization of debt costs

   19    11    5    3    2  

Other

   (30  —      5    9    (6
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other non-cash operating activities

  $1,364   $518   $252   $125   $193  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Changes in other assets and liabilities:

      

Under/over-recovered energy and transmission costs

  $71   $—     $28   $20   $26  

Other regulatory assets and liabilities

   (404 $—      (68  18    (112

Other current assets

   213    (30  33    (12  (7

Other noncurrent assets and liabilities

   (248  (98  (95  (10  8  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total changes in other assets and liabilities

  $(368 $(128 $(102 $16   $(85
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-cash investing and financing activities:

      

Change in ARC

  $781   $781   $2   $—     $—    

Change in capital expenditures not paid

   160    103(e)   15    26    (4

Consolidated VIE dividend to noncontrolling interest

   7,365    5,264    —      —      —    

(a)Includes the elimination of NDT fund activity for the Regulatory Agreement Units, including the elimination of operating revenues, ARO accretion, ARC amortization, investment income and income taxes related to all NDT fund activity for these units. See Note 15—Asset Retirement Obligations for additional information regarding the accounting for nuclear decommissioning.
(b)Includes option premiums reclassified to realized at the settlement of the underlying contracts and recorded to results of operations.
(c)Relates to the integration costs to achieve distribution synergies related to the Constellation merger transaction. See Note 4—Mergers, Acquisitions, and Dispositions for more information on Constellation merger-related commitments.
(d)Reflects the change in distribution rates pursuant to EIMA, which allows for the recovery of costs by a utility through pre-established performance-based formula rate tariff. See Note 3—Regulatory Matters.
(e)Includes $127 million of changes in capital expenditures not paid between December 31, 2012 and 2011 related to Antelope Valley.

DOE Smart Grid Investment Grant (Exelon, PECO and BGE).. For the year ended December 31, 2014, PECO has included in the capital expenditures line item under investing activities of the cash flow statement capital expenditures of $2 million and reimbursements of $5 million related to PECO’s DOE SGIG programs.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

For the yearyears ended December 31, 2013, Exelon,2016 and 2015, PECO and BGE have included in thehad no capital expenditures line item under investing activities ofor reimbursements, as the cash flow statement capital expenditures of $74 million, $27 million and $47 million, and reimbursements of $95 million, $37 million and $58 million, related to PECO’s and BGE’s DOE SGIG programs.program was completed during 2014. See Note 3—Regulatory Matters for additional information regarding the DOE SGIG.

Supplemental Balance Sheet Information

The following tables provide additional information about assets and liabilities of the Registrants at December 31, 20142016 and 2013.2015.

 

December 31, 2014

  Exelon   Generation   ComEd   PECO   BGE 
                      Successor             

December 31, 2016

  Exelon   Generation   ComEd   PECO   BGE   PHI   Pepco   DPL   ACE 

Investments

                            

Equity method investments:

                            

Financing trusts (a)

  $22    $—      $6    $8    $8    $22    $—      $6    $8    $8    $—      $—      $—      $—    

Bloom Energy

   13     13     —       —       —    

Bloom

   216     216     —       —       —       —       —       —       —    

Net Power

   9     9     —       —       —       57     57     —       —       —       —       —       —       —    

Sunnyside

   5     5     —       —       —    

Other equity method investments

   1     1     —       —       —       16     15     —       —       —       —       —       —       —    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total equity method investments

   50     28     6     8     8     311     288     6     8     8     —       —       —       —    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Other investments:

                            

Net investment in leases

   367     7     —       —       —    

Employee benefit trusts and investments (b)

   85     27     —       23     4  

Other investments(c)

   42     42     —       —       —    

Employee benefit trusts and investments (c)

   232     44     —       17     4     133     102     —       —    

Other cost method investments

   52     52     —       —       —       —       —       —       —    

Other available for sale investments

   34     34     —       —       —       —       —       —       —    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total investments

  $544    $104    $6    $31    $12    $629    $418    $6    $25    $12    $133    $102    $—      $—    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

December 31, 2013

  Exelon   Generation   ComEd   PECO   BGE 

Investments

          

Equity method investments:

          

Financing trusts (a)

  $22    $—      $6    $8    $8  

Keystone Fuels, LLC

   32     32     —       —       —    

Conemaugh Fuels, LLC

   21     21     —       —       —    

CENG

   1,925     1,925     —       —       —    

Safe Harbor

   285     285     —       —       —    

Malacha

   8     8     —       —       —    

Other equity method investments

   2     2     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity method investments

   2,295     2,273     6     8     8  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other investments:

          

Net investment in leases

   705     7     —       —       —    

Employee benefit trusts and investments (b)

   90     23     5     23     5  

Other investments(c)

   22     22     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investments

  $3,112    $2,325    $11    $31    $13  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                 Predecessor          

December 31, 2015

 Exelon  Generation  ComEd  PECO  BGE  PHI  Pepco  DPL  ACE 

Investments

         

Equity method investments:

         

Financing trusts (a)

 $22   $—     $6   $8   $8   $—     $—     $—     $—    

Bloom

  63    63    —      —      —      —      —      —      —    

Net Power

  23    23    —      —      —      —      —      —      —    

Other equity method investments

  4    3    —      —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total equity method investments

  112    89    6    8    8    —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other investments:

         

Net investment in leases (b)

  358    6    —      —      —      —      —      —      —    

Employee benefit trusts and investments(c)

  85    31    —      20    4    80    68    —      —    

Other cost method investments

  55    55    —      —      —      —      —      —      —    

Other available for sale investments

  29    29    —      —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total investments

 $639   $210   $6   $28   $12   $80   $68   $—     $—    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(a)Includes investments in affiliated financing trusts, which were not consolidated within the financial statements of Exelon and are shown as investments on the Consolidated Balance Sheets. See Note 1—Significant Accounting Policies for additional information.
(b)Represents direct financing lease investments. See Note 8—Impairment of Long-Lived Assets for additional information.
(c)The Registrants’ investments in these marketable securities are recorded at fair market value.
(c)Includes cost method and available-for-sale investments.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

The following tables provide additional information about liabilities of the Registrants at December 31, 20142016 and 2013.2015.

 

December 31, 2014

  Exelon Generation ComEd   PECO   BGE 
           Successor       

December 31, 2016

 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE 

Accrued expenses

Accrued expenses

  

              

Compensation-related accruals (a)

  $832   $447   $153    $50    $58   $1,199   $557   $199   $67   $64   $112   $30   $17   $11  

Taxes accrued

   305    248    59     3     42   723   239   330   4   78   65   48   4   9  

Interest accrued

   240    66    102     33     29   1,234   82   609   30   31   49   21   8   12  

Severance accrued

   49    33    2     1     2   44   15   2    —      —     19    —      —      —    

Other accrued expenses

   113(b)   92(b)   15     4     0   260   96   110   3   2   27   14   7   6  
  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total accrued expenses

  $1,539   $886   $331    $91    $131   $3,460   $989   $1,250   $104   $175   $272   $113   $36   $38  
  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

December 31, 2013

  Exelon Generation ComEd   PECO   BGE 
           Predecessor       

December 31, 2015

 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE 

Accrued expenses

                 

Compensation-related accruals (a)

  $683   $337   $135    $47    $55   $1,014   $547   $183   $66   $57   $88   $26   $14   $8  

Taxes accrued

   315    212    62     24     16   293   186   63   4   23   77   56   3   23  

Interest accrued

   234    72    95     32     29   915   77   443   35   27   54   23   8   13  

Severance accrued

   66    31    3     1     4   21   11   3    —     1    —      —      —      —    

Other accrued expenses

   335(b)   324(b)   12     2     7   133   114   14   4   2   47   14   6   26  
  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total accrued expenses

  $1,633   $976   $307    $106    $111   $2,376   $935   $706   $109   $110   $266   $119   $31   $70  
  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)Primarily includes accrued payroll, bonuses and other incentives, vacation and benefits.
(b)Includes $19 million and $228 million for amounts accrued related to Antelope Valley as of December 31, 2014 and December 31, 2013, respectively.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

24.26. Segment Information (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Operating segments for each of the Registrants are determined based on information used by the chief operating decision maker(s) (CODM) in deciding how to evaluate performance and allocate resources at each of the Registrants.

In the first quarter of 2016, following the consummation of the PHI Merger, three new reportable segments were added: Pepco, DPL and ACE. As a result, Exelon has ninetwelve reportable segments, which include ComEd, PECO, BGE, and Generation’s six power marketingPHI’s three reportable segments consisting of Pepco, DPL, and ACE, and Generation’s six reportable segments consisting of theMid-Atlantic, Midwest, New England, New York, ERCOT and all other power regions not considered individually significant referred to collectively as “Other Power Regions”; including, which includes activities in the South, West and Canada. ComEd, PECO, BGE, Pepco, DPL and BGEACE each represent a single reportable segment;segment, and as such, no separate segment information is provided for these Registrants. Exelon’sExelon, ComEd, PECO, BGE, Pepco, DPL and ACE’s CODMs evaluate the performance of and allocate resources to ComEd, PECO, BGE, Pepco, DPL and ACE based on net income and return on equity.

Effective with the consummation of the PHI Merger, PHI’s reportable segments have changed based on the information used by the CODM to evaluate performance and allocate resources. PHI’s reportable segments consist of Pepco, DPL and ACE. PHI’s Predecessor periods’ segment information has been recast to conform to the current presentation. The reclassification of the segment information did not impact PHI’s reported consolidated revenues or net income. PHI’s CODM evaluates the performance of and allocates resources to ComEd, PECOPepco, DPL and BGEACE based on net income and return on equity.

The CODMsbasis for ComEd, PECO, and BGE evaluate performance and allocate resources for their respective companies based on net income and return on equity for ComEd, PECO, and BGE each as single integrated businesses.

The foundation of Generation’s six reportable segments is based on the geographic locationintegrated management of its assets,electricity business that is located in different geographic regions, and is largely representative of the footprints of an ISO / ISO/RTO and/or NERC region.regions, which utilize multiple supply sources to provide electricity through various distribution channels (wholesale and retail). Generation’s hedging strategies and risk metrics are also aligned to these same geographic regions. Descriptions of each of Generation’s six reportable segments are as follows:

 

  

Mid-Atlantic represents operations in the eastern half of PJM, which includes Pennsylvania, New Jersey, Maryland, Virginia, West Virginia, Delaware, the District of Columbia and parts of Pennsylvania and North Carolina.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

  

Midwest represents operations in the western half of PJM, which includes portions of Illinois, Pennsylvania, Indiana, Ohio, Michigan, Kentucky and Tennessee, and the United States footprint of MISO, excluding MISO’s Southern Region, which covers all or most of North Dakota, South Dakota, Nebraska, Minnesota, Iowa, Wisconsin, the remaining parts of Illinois, Indiana, Michigan and Ohio not covered by PJM, and parts of Montana, Missouri and Kentucky.

 

  

New England represents the operations withinISO-NE covering the states of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont.

 

  

New York represents operations withinISO-NY, which covers the state of New York in its entirety.

 

  

ERCOT represents operations within Electric Reliability Council of Texas, covering most of the state of Texas.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Other Power Regions:

 

  

Other Regions not considered individually significant:

South represents operations in the FRCC, MISO’s Southern Region, and the remaining portions of the SERC not included within MISO or PJM, which includes all or most of Florida, Arkansas, Louisiana, Mississippi, Alabama, Georgia, Tennessee, North Carolina, South Carolina and parts of Missouri, Kentucky and Texas. Generation’s South region also includes operations in the SPP, covering Kansas, Oklahoma, most of Nebraska and parts of New Mexico, Texas, Louisiana, Missouri, Mississippi and Arkansas.

 

  

West represents operations in the WECC, which includes California ISO, and covers the states of California, Oregon, Washington, Arizona, Nevada, Utah, Idaho, Colorado and parts of New Mexico, Wyoming and South Dakota.

 

  

Canada represents operations across the entire country of Canada and includes the AESO, OIESO and the Canadian portion of MISO.

The CODMs for Exelon and Generation evaluate the performance of Generation’s power marketingelectric business activities and allocate resources based on revenue net of purchased power and fuel expense. Generation believes that revenuerevenues net of purchased power and fuel expense (RNF). Generation believes that RNF is a useful measurement of operational performance. Revenue net of purchased power and fuel expenseRNF is not a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report. Generation’s operating revenues include all sales to third parties and affiliated sales to its affiliates, ComEd, PECO and BGE.the Utility Registrants. Purchased power costs include all costs associated with the procurement and supply of electricity including capacity, energy and ancillary services. Fuel expense includes the fuel costs for Generation’s ownowned generation and fuel costs associated with tolling agreements. The results of Generation’s other business activities including retail and wholesale gas, investments in gas and oil exploration and production activities, proprietary trading, distributed generation, heating, cooling, and cogeneration facilities, and home improvements, sales of electric and gas appliances, servicing of heating, air conditioning, plumbing, electrical, and indoor quality systems, and investments in energy-related proprietary technology are not allocatedregularly reviewed by the CODM and are therefore not classified as operating segments or included in the regional reportable segment amounts. These activities include natural gas, as well as other miscellaneous business activities that are not significant to regions.Generation’s overall operating revenues or results of operations. Further, Generation’s compensation under the reliability-must-run rate schedule, results of operations from the Brandon Shores, Wagner,unrealizedmark-to-market gains and C.P. Crane Maryland generating stations, and other miscellaneous revenues, unrealized mark-to-market impact oflosses on economic hedging activities and its amortization of certain intangible assets and liabilities relating to commodity contracts recorded at fair value from mergers and acquisitions are also not allocated to a region.excluded from the regional reportable segment amounts. Exelon and Generation do not use a measure of total assets in making decisions regarding allocating resources to or assessing the performance of these reportable segments.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

An analysis and reconciliation of the Registrants’ reportable segment information to the respective information in the consolidated financial statements for the years ended December 31, 2014, 2013,2016, 2015, and 20122014 is as follows:

 

  Generation (a)  ComEd  PECO  BGE(b)  Other(c)  Intersegment
Eliminations
  Exelon 

Operating revenues (d):

       

2014

 $17,393   $4,564   $3,094   $3,165   $1,285   $(2,072 $27,429  

2013

  15,630    4,464    3,100    3,065    1,241    (2,612  24,888  

2012

  14,437    5,443    3,186    2,091    1,396    (3,064  23,489  

Intersegment revenues (e):

       

2014

 $762   $4   $2   $25   $1,280   $(2,067 $6  

2013

  1,367    3    1    13    1,237    (2,607  14  

2012

  1,660    2    3    9    1,381    (3,049  6  

Depreciation and amortization

  

      

2014

 $967   $687   $236   $371   $53   $—     $2,314  

2013

  856    669    228    348    52    —      2,153  

2012

  768    610    217    238    48    —      1,881  

Operating expenses(d):

  

      

2014

 $16,923   $3,586   $2,522   $2,726   $1,353   $(2,071 $25,039  

2013

  13,976    3,510    2,434    2,616    1,324    (2,618  21,242  

2012

  13,226    4,557    2,563    2,053    1,662    (3,043  21,018  

Equity in earnings (losses) of
unconsolidated affiliates

   

    

2014

 $(20 $—     $—     $—     $—     $—     $(20

2013

  10    —      —      —      —      —      10  

2012

  (91  —      —      —      —      —      (91

Interest expense, net:

       

2014

 $356   $321   $113   $106   $169   $—     $1,065  

2013

  357    579    115    122    183    —      1,356  

2012

  301    307    123    111    86    —      928  

Income (loss) before income
taxes:

   

     

2014

 $1,226   $676   $466   $351   $(227 $(6 $2,486  

2013

  1,675    401    557    344    (191  (13  2,773  

2012

  1,058    618    508    (54  (325  (7  1,798  

Income taxes:

       

2014

 $207   $268   $114   $140   $(63 $—     $666  

2013

  615    152    162    134    (20  1    1,044  

2012

  500    239    127    (23  (215  (1  627  

Net income (loss):

       

2014

 $1,019   $408   $352   $211   $(164 $(6 $1,820  

2013

  1,060    249    395    210    (171  (14  1,729  

2012

  558    379    381    (31  (110  (6  1,171  

Capital expenditures:

       

2014

 $3,012   $1,689   $661   $620   $95   $—     $6,077  

2013

  2,752    1,433    537    587    86    —      5,395  

2012

  3,554    1,246    422    500    67    —      5,789  

Total assets:

       

2014

 $45,348   $25,392   $9,943   $8,078   $9,794   $(11,741 $86,814  

2013

  41,232    24,118    9,617    7,861    8,317    (11,221  79,924  
                Successor           
  

Generation (a)

  ComEd  PECO   BGE   PHI (e)   Other (b)  Intersegment
Eliminations
  Exelon 

Operating revenues (c):

           

2016

           

Competitive businesses electric revenues

 $15,390   $—     $—      $—      $—      $—     $(1,430 $13,960  

Competitive businesses natural gas revenues

  2,146    —      —       —       —       —      —      2,146  

Competitive businesses other revenues

  215    —      —       —       —       —      (4  211  

Rate-regulated electric revenues

  —      5,254    2,531     2,609     3,506     —      (31  13,869  

Rate-regulated natural gas revenues

  —      —      463     624     92     —      (13  1,166  

Shared service and other revenues

  —      —      —       —       45     1,648    (1,686  7  

2015

           

Competitive businesses electric revenues

 $15,944   $—     $—      $—      $—      $—     $(744 $15,200  

Competitive businesses natural gas revenues

  2,433    —      —       —       —       —      —      2,433  

Competitive businesses other revenues

  758    —      —       —       —       —      (1  757  

Rate-regulated electric revenues

  —      4,905    2,486     2,490     —       —      (5  9,876  

Rate-regulated natural gas revenues

  —      —      546     645     —       —      (15  1,176  

Shared service and other revenues

  —      —      —       —       —       1,372    (1,367  5  

2014

           

Competitive businesses electric revenues

 $14,533   $—     $—      $—      $—      $—     $(760 $13,773  

Competitive businesses natural gas revenues

  2,705    —      —       —       —       —      (1  2,704  

Competitive businesses other revenues

  155    —      —       —       —       —      (1  154  

Rate-regulated electric revenues

  —      4,564    2,448     2,460     —       —      (5  9,467  

Rate-regulated natural gas revenues

  —      —      646     705     —       —      (26  1,325  

Shared service and other revenues

  —      —      —       —       —       1,285    (1,279  6  

Intersegment revenues (d):

           

2016

 $1,428   $15   $8    $21    $45    $1,647   $(3,159 $5  

2015

  745    4    2     14     —       1,367    (2,127  5  

2014

  762    4    2     25     —       1,280    (2,067  6  

Depreciation and amortization:

           

2016

 $1,879   $775   $270    $423    $515    $74   $—     $3,936  

2015

  1,054    707    260     366     —       63    —      2,450  

2014

  967    687    236     371     —       53    —      2,314  

Operating expenses(c):

           

2016

 $16,856   $4,056   $2,292    $2,683    $3,549    $1,928   $(3,164 $28,200  

2015

  16,872    3,889    2,404     2,578     —       1,444    (2,131  25,056  

2014

  16,923    3,586    2,522     2,726     —       1,353    (2,071  25,039  

Equity in earnings (losses) of unconsolidated affiliates:

           

2016

 $(25 $—     $—      $—      $—      $1   $—     $(24

2015

  (8  —      —       —       —       1    —      (7

2014

  (20  —      —       —       —       —      —      (20

Interest expense, net:

           

2016

 $364   $461   $123    $103    $195    $290   $—     $1,536  

2015

  365    332    114     99     —       123    —      1,033  

2014

  356    321    113     106     —       169    —      1,065  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

                Successor          
  

Generation (a)

  ComEd  PECO   BGE   PHI (e)  Other (b)  Intersegment
Eliminations
  Exelon 

Income (loss) before income taxes:

          

2016

 $873   $679   $587    $468    $(58 $(555 $(5 $1,989  

2015

  1,850    706    521     477     —      (219  (5  3,330  

2014

  1,226    676    466     351     —      (227  (6  2,486  

Income taxes:

          

2016

 $290   $301   $149    $174    $3   $(156 $—     $761  

2015

  502    280    143     189     —      (41  —      1,073  

2014

  207    268    114     140     —      (63  —      666  

Net income (loss):

          

2016

 $558   $378   $438    $294    $(61 $(398 $(5 $1,204  

2015

  1,340    426    378     288     —      (177  (5  2,250  

2014

  1,019    408    352     211     —      (164  (6  1,820  

Capital expenditures:

          

2016

 $3,078   $2,734   $686    $934    $1,008   $113   $—     $8,553  

2015

  3,841    2,398    601     719     —      65    —      7,624  

2014

  3,012    1,689    661     620     —      95    —      6,077  

Total assets:

          

2016

 $46,974   $28,335   $10,831    $8,704    $21,025   $10,369   $(11,334 $114,904  

2015

  46,529    26,532    10,367     8,295     —      15,389    (11,728  95,384  

 

(a)Generation includes the six power marketing reportable segments shown below:Mid-Atlantic, Midwest, New England, New York, ERCOT and Other Power Regions. For the year ended December 31, 2016, intersegment revenues for Generation include revenue from sales to PECO of $290 million, sales to BGE of $608 million, sales to Pepco of $295 million, sales to DPL of $154 million and sales to ACE of $37 million in theMid-Atlantic region, and sales to ComEd of $47 million in the Midwest region, which eliminate upon consolidation. For the year ended December 31, 2015, intersegment revenues for Generation include revenue from sales to PECO of $224 million and sales to BGE of $502 million in theMid-Atlantic region, and sales to ComEd of $18 million in the Midwest region, which eliminate upon consolidation. For the year ended December 31, 2014, intersegment revenues for Generation include revenue from sales to PECO of $198 million and sales to BGE of $387 million in theMid-Atlantic region, and sales to ComEd of $176 million in the Midwest region, which eliminate upon consolidation. For the year ended December 31, 2013, intersegment revenues for Generation include revenue from sales to PECO of $405 million and sales to BGE of $455 million in the Mid-Atlantic region, and sales to ComEd of $506 million in the Midwest region, net of $7 million related to the unrealizedmark-to-market losses related to the ComEd swap, which eliminate upon consolidation. For the year ended December 31, 2012, intersegment revenues for Generation include revenue from sales to PECO of $543 million and sales to BGE of $322 million in the Mid-Atlantic region, and sales to ComEd of $795 million in the Midwest region, net of $7 million related to the unrealized mark-to-market losses related to the ComEd swap, which eliminate upon consolidation.
(b)Amounts represent activity recorded at BGE from March 12, 2012, the closing date of the merger, through December 31, 2014.
(c)Other primarily includes Exelon’s corporate operations, shared service entities and other financing and investment activities.
(d)(c)For the years ended December 31, 2014, 20132016, 2015 and 2012,2014, utility taxes of $89$122 million, $79$105 million and $82$89 million, respectively, are included in revenues and expenses for Generation. For the years ended December 31, 2014, 20132016, 2015 and 2012,2014, utility taxes of $238$242 million, $241$236 million and $239$238 million, respectively, are included in revenues and expenses for ComEd. For the years ended December 31, 2014, 20132016, 2015 and 2012,2014, utility taxes of $128$136 million, $129$133 million and $141$128 million, respectively, are included in revenues and expenses for PECO. For the years ended December 31, 2014, December 31, 20132016, 2015 and for the period of March 12, 2012 through December 31, 2012,2014, utility taxes of $86$85 million, $82$85 million and $59$86 million are included in revenues and expenses for BGE, respectively.
(e)(d)Intersegment revenues exclude sales to unconsolidated affiliates. The intersegment profit associated with Generation’s sale of certain products and services by and between Exelon’s segments is not eliminated in consolidation due to the recognition of intersegment profit in accordance with regulatory accounting guidance. For Exelon, these amounts are included in operating revenues in the Consolidated Statements of Operations and Comprehensive Income.

(e)Amounts included represent activity for PHI’s successor period, March 24, 2016 through December 31, 2016. PHI includes the three reportable segments: Pepco, DPL and ACE. See tables below for PHI’s predecessor periods, including Pepco, DPL and ACE, for January 1, 2016 to March 23, 2016 and for the years ended December 31, 2015 and December 31, 2014.

Generation total revenues:

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

As of April 1, 2014, Generation total revenuesSuccessor and Generation total revenues net of purchased power and fuel expense includes 100% of the activity from CENG.Predecessor PHI:

 

  2014  2013  2012 
  Revenues
from
external
customers (a)
  Intersegment
revenues
  Total
Revenues
  Revenues
from
external
customers (a)
  Intersegment
revenues
  Total
Revenues
  Revenues
from
external
customers (a)
  Intersegment
revenues
  Total
Revenues
 

Mid-Atlantic

 $5,265   $(6 $5,259   $5,182   $22   $5,204   $5,082   $(44 $5,038  

Midwest

  4,467    8    4,475    4,280    (10  4,270    4,824    24    4,848  

New England

  1,417    5    1,422    1,245    (8  1,237    1,048    45    1,093  

New York

  843    —      843    735    (21  714    582    (25  557  

ERCOT

  938    (3  935    1,222    (6  1,216    1,365    2    1,367  

Other Regions (b)

  1,319    (10  1,309    946    22    968    755    78    833  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Revenues for Reportable Segments

 $14,249   $(6 $14,243   $13,610   $(1 $13,609   $13,656   $80   $13,736  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other (c)

  3,144    6    3,150    2,020    1    2,021    781    (80  701  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Generation Consolidated Operating Revenues

 $17,393   $—     $17,393   $15,630   $—     $15,630   $14,437   $—     $14,437  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  Pepco  DPL  ACE  Other (b)  Intersegment
Eliminations
  PHI 

Operating revenues (a):

      

March 24, 2016 to December 31, 2016—Successor

      

Rate-regulated electric revenues

 $1,675   $850   $989   $5   $(13 $3,506  

Rate-regulated natural gas revenues

  —      92    —      —      —      92  

Shared service and other revenues

  —      —      —      45    —      45  

January 1, 2016 to March 23, 2016—Predecessor

      

Rate-regulated electric revenues

 $511   $279   $268   $42   $(4 $1,096  

Rate-regulated natural gas revenues

  —      56    —      1    —      57  

Shared service and other revenues

  —      —      —      —      —      —    

December 31, 2015—Predecessor

      

Rate-regulated electric revenues

 $2,129   $1,138   $1,295   $210   $(2 $4,770  

Rate-regulated natural gas revenues

  —      164    —      1    —      165  

Shared service and other revenues

  —      —      —      —      —      —    

December 31, 2014—Predecessor

      

Rate-regulated electric revenues

 $2,055   $1,088   $1,210   $264   $(3 $4,614  

Rate-regulated natural gas revenues

  —      194    —      —      —      194  

Shared service and other revenues

  —      —      —      —      —      —    

Intersegment revenues:

      

March 24, 2016 to December 31, 2016—Successor

 $4   $5   $2   $47   $(13 $45  

January 1, 2016 to March 23, 2016—Predecessor

  1    2    1    —      (4  —    

December 31, 2015—Predecessor

  5    6    4    —      (15  —    

December 31, 2014—Predecessor

  5    7    4    —      (16  —    

Depreciation and amortization:

      

March 24, 2016 to December 31, 2016—Successor

 $224   $120   $128   $43   $—     $515  

January 1, 2016 to March 23, 2016—Predecessor

  71    37    37    11    (4  152  

December 31, 2015—Predecessor

  256    148   ��175    45    —      624  

December 31, 2014—Predecessor

  212    122    155    38    (1  526  

Operating expenses:

      

March 24, 2016 to December 31, 2016—Successor

 $1,577   $952   $1,000   $33   $(13 $3,549  

January 1, 2016 to March 23, 2016—Predecessor

  443    284    251    73    (3  1,048  

December 31, 2015—Predecessor

  1,790    1,137    1,161    220    —      4,308  

December 31, 2014—Predecessor

  1,706    1,075    1,073    350    (1  4,203  

Interest expense, net:

      

March 24, 2016 to December 31, 2016—Successor

 $98   $38   $47   $12   $—     $195  

January 1, 2016 to March 23, 2016—Predecessor

  29    12    15    11    (2  65  

December 31, 2015—Predecessor

  124    50    64    43    (1  280  

December 31, 2014—Predecessor

  115    48    64    42    —      269  

Income (loss) before income taxes:

      

March 24, 2016 to December 31, 2016—Successor

 $36   $(30 $(51 $(84 $71   $(58

January 1, 2016 to March 23, 2016—Predecessor

  47    43    5    59    (118  36  

December 31, 2015—Predecessor

  289    125    73    23    (29  481  

December 31, 2014—Predecessor

  264    169    76    306    (435  380  

Income taxes:

      

March 24, 2016 to December 31, 2016—Successor

 $26   $5   $(5 $(23 $—     $3  

January 1, 2016 to March 23, 2016—Predecessor

  15    17    1    (16  —      17  

December 31, 2015—Predecessor

  102    49    33    (48  27    163  

December 31, 2014—Predecessor

  93    65    30    (228  178    138  

Net income (loss):

      

March 24, 2016 to December 31, 2016—Successor

 $10   $(35 $(47 $(34 $45   $(61

January 1, 2016 to March 23, 2016—Predecessor

  32    26    5    (44  —      19  

December 31, 2015—Predecessor

  187    76    40    25    (1  327  

December 31, 2014—Predecessor

  171    104    46    (78  (1  242  

Capital Expenditures:

      

March 24, 2016 to December 31, 2016—Successor

 $489   $277   $218   $24   $—     $1,008  

January 1, 2016 to March 23, 2016—Predecessor

  97    72    93    11    —      273  

December 31, 2015—Predecessor

  544    352    300    34    —      1,230  

December 31, 2014—Predecessor

  567    352    225    79    —      1,223  

Total assets:

      

December 31, 2016—Successor

 $7,335   $4,153   $3,457   $10,804   $(4,724 $21,025  

December 31, 2015—Predecessor

  6,908    3,969    3,387    7,162    (5,238  16,188  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

(a)Includes gross utility tax receipts from customers. The offsetting remittance of utility taxes to the governing bodies is recorded in expenses on the Registrants’ Consolidated Statements of Operations and Comprehensive Income. See Note 25—Supplemental Financial Information for total utility taxes for the year ended December 31, 2016 and 2015
(b)Other primarily includes PHI’s corporate operations, shared service entities and other financing and investment activities. For the predecessor periods presented, Other includes the activity of PHI’s unregulated businesses which were distributed to Exelon and Generation as a result of the PHI Merger.

Generation total revenues:

  2016  2015  2014 
  Revenues
from
external
customers (b)
  Intersegment
revenues
  Total
revenues
  Revenues
from
external
customers (b)
  Intersegment
revenues
  Total
revenues
  Revenues
from
external
customers (b)(d)
  Intersegment
revenues (d)
  Total
revenues
 

Mid-Atlantic(a)

 $6,212   $(33 $6,179   $5,974   $(74 $5,900   $5,414   $(155 $5,259  

Midwest

  4,402    10    4,412    4,712    (2  4,710    4,488    (13  4,475  

New England

  1,778    (9  1,769    2,217    (5  2,212    1,468    (46  1,422  

New York(a)

  1,198    (42  1,156    996    (11  985    846    (3  843  

ERCOT

  831    6    837    863    (6  857    938    (3  935  

Other Power Regions

  969    (62  907    1,182    (80  1,102    1,379    (70  1,309  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Revenues for Reportable Segments

 $15,390   $(130 $15,260   $15,944   $(178 $15,766   $14,533   $(290 $14,243  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other (c)

  2,361    130    2,491    3,191    178    3,369    2,860    290    3,150  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Generation Consolidated Operating Revenues

 $17,751   $—     $17,751   $19,135   $—     $19,135   $17,393   $—     $17,393  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(a)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, beginning on April 1, 2014, CENG’s revenues are included on a fully consolidated basis.
(b)Includes all wholesale and retail electric sales to third parties and affiliated sales to ComEd, PECO and BGE.
(b)Other regions include the South, West and Canada, which are not considered individually significant.Utility Registrants.
(c)Other represents activities not allocated to a region. See text above for a description of included activities. Also includes a $52 million decrease to revenues, a $7 million increase to revenues, and a $289 million decrease to revenues for the amortization of intangible assets related to commodity contracts recorded at fair value for the years ended December 31, 2016, 2015, and 2014, respectively, unrealizedmark-to-market losses of $289$500 million, $767gains of $203 million, and $1,505losses of $174 million for the years ended December 31, 2014, 2013,2016, 2015, and 2012,2014, respectively, and elimination of intersegment revenues.
(d)Exelon corrected an error in the December 31, 2014 balances within Intersegment revenues and Revenues from external customers for an overstatement of Intersegment revenues for Reportable Segments of $284 million for the year ended December 31, 2014, an understatement of Revenues from external customers for Reportable Segments of $284 million for the year ended December 31, 2014, an understatement of Intersegment revenues for Other of $284 million for the year ended December 31, 2014, and an overstatement of Revenues from external customers for Other of $284 million for the year ended December 31, 2014. The error is not considered material to any prior period, and there is no net impact to Total Revenues.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Generation total revenues net of purchased power and fuel expense:

 

 2014 2013 2012  2016 2015 2014 
 RNF from
external
customers (a)
 Intersegment
RNF
 Total
RNF
 RNF from
external
customers (a)
 Intersegment
RNF
 Total
RNF
 RNF from
external
customers (a)
 Intersegment
RNF
 Total
RNF
  RNF from
external
customers (b)
 Intersegment
RNF
 Total
RNF
 RNF from
external
customers (b)
 Intersegment
RNF
 Total
RNF
 RNF from
external
customers (b)(d)
 Intersegment
RNF (d)
 Total
RNF
 

Mid-Atlantic(a)

 $3,466   $(49 $3,417   $3,273   $(3 $3,270   $3,477   $(44 $3,433   $3,282   $35   $3,317   $3,556   $15   $3,571   $3,544   $(113 $3,431  

Midwest

  2,580    14    2,594    2,585    1    2,586    2,974    24    2,998   2,969   2   2,971   2,912   (20 2,892   2,607   (8 2,599  

New England

  432    (81  351    217    (32  185    151    45    196   467   (29 438   519   (58 461   450   (99 351  

New York(a)

  457    26    483    14    (18  (4  101    (25  76   761   (19 742   584   50   634   439   44   483  

ERCOT

  573    (256  317    604    (168  436    403    2    405   412   (131 281   425   (132 293   573   (256 317  

Other Regions (b)

  611    (284  327    334    (133  201    53    78    131  

Other Power Regions

 483   (147 336   440   (190 250   517   (190 327  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total Revenues net of purchased power and fuel expense for Reportable Segments

 $8,119   $(630 $7,489   $7,027   $(353 $6,674   $7,159   $80   $7,239   $8,374   $(289 $8,085   $8,436   $(335 $8,101   $8,130   $(622 $7,508  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other(c)

  (651  630    (21  406    353    759    217    (80  137   547   289   836   678   335   1,013   (662 622   (40
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total Generation Revenues net of purchased power and fuel expense

 $7,468   $—     $7,468   $7,433   $—     $7,433   $7,376   $—     $7,376   $8,921   $—     $8,921   $9,114   $—     $9,114   $7,468   $—     $7,468  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, beginning on April 1, 2014, CENG’s revenues net of purchased power and fuel expense are included on a fully consolidated basis.
(b)Includes purchases and sales from third parties and affiliated sales to ComEd, PECO and BGE.
(b)Other regions include the South, West and Canada, which are not considered individually significant.Utility Registrants.
(c)Other represents activities not allocated to a region. See text above for a description of included activities. Also includes a $57 million decrease in RNF, a $8 million increase in RNF, and a $124 million decrease in RNF for the amortization of intangible assets related to commodity contracts recorded at fair value for the years ended December 31, 2016, 2015, and 2014, respectively, unrealizedmark-to-market losses of $124$41 million, $488gains of $257 million, and $1,098losses of $591 million for the years ended December 31, 2016, 2015, and 2014, 2013,respectively, accelerated nuclear fuel amortization associated with the initial early retirement decision for Clinton and 2012, respectively,Quad Cities as discussed in Note 9—Early Nuclear Plant Retirements of $60 million for the year ended December 31, 2016, and the elimination of intersegment revenuerevenues net of purchased power and fuel expense.
(d)Exelon corrected an error in the December 31, 2014 balances within Intersegment RNF and RNF from external customers for an understatement of $8 million of Intersegment RNF for Reportable Segments for the year ended December 31, 2014, an understatement of RNF from external customers for Reportable Segments of $11 million for the year ended December 31, 2014, an overstatement of $8 million of Intersegment RNF for Other for the year ended December 31, 2014, and an overstatement of RNF from external customers for Other of $11 million for the year ended December 31, 2014. This also included an understatement of total RNF for Reportable Segments and an overstatement of total RNF for Other of $19 million for the year ended December 31, 2014. The error is not considered material to any prior period, and there is no net impact to Generation Total RNF for 2014.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

25.27. Related Party Transactions (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Exelon

The financial statements of Exelon include related party transactions as presented in the tables below:

 

  For the Years Ended
December 31,
   For the Years Ended
December 31,
 
  2014 2013   2012   2016 2015 2014 

Operating revenues from affiliates:

         

PECO(a)

  $1   $10    $6    $1   $1   $1  

CENG(b)

   17    56     42     —      —     17  

BGE(a)

   5    4     —       4   4   5  

Other

   5   4    —    
  

 

  

 

   

 

   

 

  

 

  

 

 

Total operating revenues from affiliates

  $23   $70    $48    $10   $9   $23  
  

 

  

 

   

 

   

 

  

 

  

 

 

Purchase power and fuel from affiliates:

         

CENG (c)

  $282   $992    $793    $—     $—     $282  

Keystone Fuels, LLC(d)

   138    144     119     —      —     138  

Conemaugh Fuels, LLC(d)

   99    98     101     —      —     99  

Safe Harbor Water Power Corp(d)

   12    22     23     —      —     12  
  

 

  

 

   

 

   

 

  

 

  

 

 

Total purchase power and fuel from affiliates

  $531   $1,256    $1,036    $—     $—     $531  
  

 

  

 

   

 

   

 

  

 

  

 

 

Interest expense to affiliates, net:

         

ComEd Financing III

  $13   $13    $13    $13   $13   $13  

PECO Trust III

   6    6     6     6   6   6  

PECO Trust IV

   6    6     6     6   6   6  

BGE Capital Trust II(f)

   16    16     12  

BGE Capital Trust II

   16   16   16  
  

 

  

 

   

 

   

 

  

 

  

 

 

Total interest expense to affiliates, net

  $41   $41    $37    $41   $41   $41  
  

 

  

 

   

 

   

 

  

 

  

 

 

Earnings (losses) in equity method investments:

         

CENG(e)

  $(19 $9    $(99  $—     $—     $(19

Qualifying facilities and domestic power projects

   (1  1     8     (25 (8 (1

Other

   1   1    —    
  

 

  

 

   

 

   

 

  

 

  

 

 

Total earnings (losses) in equity method investments

  $(20 $10    $(91

Total losses in equity method investments

  $(24 $(7 $(20
  

 

  

 

   

 

   

 

  

 

  

 

 

 

  December 31,   December 31, 
  2014   2013   2016   2015 

Receivables from affiliates (current):

    

CENG(b)

  $—      $3  

Payables to affiliates (current):

        

CENG(c)

  $—      $85  

ComEd Financing III

   4     4    $4    $4  

PECO Trust III

   1     1     1     1  

BGE Capital Trust II

   3     4     3     3  

Keystone Fuels, LLC(d)

   —       12  

Conemaugh Fuels, LLC(d)

   —       9  

Other

   —       1  
  

 

   

 

   

 

   

 

 

Total payables to affiliates (current)

  $8    $116    $8    $8  
  

 

   

 

   

 

   

 

 

Long-term debt due to financing trusts:

        

ComEd Financing III

  $206    $206    $205    $205  

PECO Trust III

   81     81     81     81  

PECO Trust IV

   103     103     103     103  

BGE Capital Trust II

   258     258     252     252  
  

 

   

 

   

 

   

 

 

Total long-term debt due to financing trusts

  $648    $648    $641    $641  
  

 

   

 

   

 

   

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

 

(a)The intersegment profit associated with the sale of certain products and services by and between Exelon’s segments is not eliminated in consolidation due to the recognition of intersegment profit in accordance with regulatory accounting guidance. For Exelon, these amounts are included in operating revenues in the Consolidated StatementStatements of Operations. See Note 3—Regulatory Matters for additional information.
(b)Beginning in 2012, Generation entered into a power services agency agreement (PSAA) with the CENG plants, which as of April 1, 2014, was amended and extended until the permanent cessation of power generation by the CENG generation plants. The PSAA is an agreement under which Generation provides scheduling, asset management and billing services to the CENG plants for a specified monthly fee. The charges for services reflect the cost of the services. On April 1, 2014, Generation and CENG entered into a Nuclear Operating Services Agreement (NOSA) pursuant to which Generation will operate the CENG nuclear generation fleet owned by CENG subsidiaries and provide corporate and administrative services for the remaining life of the CENG nuclear plants as if they were part of the Generation nuclear fleet. For further information regarding the Investment in CENG, see Note 5—Investment in Constellation Energy Nuclear Group, LLC.
(c)CENG owns 100% of four nuclear units in Maryland and New York and 82% of Nine Mile Point Unit 2 in New York. Beginning in 2012, Generation had a PPA under which it purchased 85% of the nuclear plant output owned by CENG that was not sold to third parties underpre-existing unit-contingent PPAs through 2014. Beginning on January 1, 2015 and continuing to the end of the life of the respective plants, Generation will purchase on a unit-contingent basis 50.01% of the nuclear plant output owned by CENG and a subsidiary of EDF will purchase on a unit-contingent basis 49.99% of the nuclear plant output owned by CENG (EDF PPA). not sold to third parties. Beginning April 1, 2014, sales to Generation are eliminated in consolidation. For further information regarding the Investment in CENG, see Note 5—Investment in Constellation Energy Nuclear Group, LLC.
(d)During 2014, Generation closed the sale of Safe Harbor Water Power Corporation, Keystone Fuels, LLC, and Conemaugh Fuels LLC. Generation recorded purchase power and fuel costs from affiliates related to these generating assets during the time these assets were still partially owned by Generation. See Note 4—Mergers, Acquisitions, and Dispositions for more information.
(e)Prior to April 1, 2014, Generation’s total gain (loss) in equity method investments includes equity investment income (loss) and amortization of the basis difference established as a result of purchase accounting applied upon Constellation merger in 2012. CENG was fully consolidated on April 1, 2014. For further information regarding the Investment in CENG, see Note 5—Investment in Constellation Energy Nuclear Group, LLC.
(f)The BGE Capital Trust II portion of Exelon’s interest expense to affiliates, net, for December 31, 2012 excludes $4 million of expense incurred in 2012 prior to the closing of Exelon’s merger with Constellation on March 12, 2012.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Transactions involving Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and BGEACE are further described in the tables below.

Generation

The financial statements of Generation include related party transactions as presented in the tables below:

 

  For the Years Ended
December 31,
   For the Years Ended
December 31,
 
  2014 2013   2012   2016 2015 2014 

Operating revenues from affiliates:

         

ComEd(a)

  $176   $506    $795    $47   $18   $176  

PECO(b)

   198    405     543     290   224   198  

BGE(c)

   387    455     322     608   502   387  

CENG(d)

   17    56     42  

Pepco(d)

   295    —      —    

DPL(e)

   154    —      —    

ACE (f)

   37    —      —    

CENG(g)

   —      —     17  

BSC

   1    1     —       2   1   1  

Other

   6   4    —    
  

 

  

 

   

 

   

 

  

 

  

 

 

Total operating revenues from affiliates

  $779   $1,423    $1,702    $1,439   $749   $779  
  

 

  

 

   

 

   

 

  

 

  

 

 

Purchase power and fuel from affiliates:

         

ComEd

  $1   $1    $—      $—     $—     $1  

BGE

   25    13     8     12   14   25  

CENG(e)

   282    992     793  

Keystone Fuels, LLC(i)

   138    144     119  

Conemaugh Fuels, LLC(i)

   99    98     101  

Safe Harbor Water Power Corporation (i)

   12    22     23  

CENG(h)

   —      —     282  

Keystone Fuels, LLC(l)

   —      —     138  

Conemaugh Fuels, LLC(l)

   —      —     99  

Safe Harbor Water Power Corporation (l)

   —      —     12  
  

 

  

 

   

 

   

 

  

 

  

 

 

Total purchase power and fuel from affiliates

  $557   $1,270    $1,044    $12   $14   $557  
  

 

  

 

   

 

   

 

  

 

  

 

 

Operating and maintenance from affiliates:

         

ComEd (f)

  $3   $2    $2  

PECO (f)

   2    1     3  

BSC (g)

   618    571     625  

ComEd(i)

  $7   $4   $3  

PECO(i)

   3   2   2  

BGE(i)

   1    —      —    

PHI

   1    —      —    

Pepco

   1    —      —    

BSC(j)

   650   614   618  
  

 

  

 

   

 

   

 

  

 

  

 

 

Total operating and maintenance from affiliates

  $623   $574    $630    $663   $620   $623  
  

 

  

 

   

 

   

 

  

 

  

 

 

Interest expense to affiliates, net:

         

Exelon Corporate

  $53   $59    $75  

Exelon Corporate(m)

  $39   $43   $53  

Earnings (losses) in equity method investments

         

CENG (h)

  $(19 $9    $(99

CENG (k)

  $—     $—     $(19

Qualifying facilities and domestic power projects

   (1  1     8     (25 (8 (1
  

 

  

 

   

 

   

 

  

 

  

 

 

Total earnings (losses) in equity method investments

  $(20 $10    $(91

Total losses in equity method investments

  $(25 $(8 $(20
  

 

  

 

   

 

   

 

  

 

  

 

 

Capitalized costs

         

BSC

  $91   $93    $80  

BSC(j)

  $98   $76   $91  

Cash distribution paid to member

  $645   $625    $1,626    $922   $2,474   $645  

Contribution from member

  $53   $26    $48    $142   $47   $53  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

  December 31,   December 31, 
  2014   2013   2016   2015 

Receivables from affiliates (current):

        

CENG(d)

  $—      $3  

ComEd(a)

   43     38    $14    $15  

PECO(b)

   29     38     33     36  

BGE(c)

   40     27     26     31  

Pepco(d)

   44     —    

DPL(e)

   16     —    

ACE(f)

   9     —    

PHISCO(j)

   5     —    

PCI

   8     —    

Other

   1     2     1     1  
  

 

   

 

   

 

   

 

 

Total receivables from affiliates (current)

  $113    $108    $156    $83  
  

 

   

 

   

 

   

 

 

Long-term debt due to affiliates (current):

    

Exelon Corporate(l)

   556     —    

Intercompany money pool (current):

    

Exelon Corporate

  $—      $1,252  

PCI

   55     —    
  

 

   

 

 

Total intercompany money pool (current)

  $55    $1,252  
  

 

   

 

 

Payables to affiliates (current):

        

CENG(e)

  $—      $85  

Exelon Corporate(j)

   12     7  

BSC(g)

   83     66  

Exelon Corporate(m)

  $22    $16  

BSC(j)

   99     78  

ComEd

   12     —       9     9  

Keystone Fuels, LLC(i)

   —       12  

Conemaugh Fuels, LLC(i)

   —       9  

Other

   —       2     7     1  
  

 

   

 

   

 

   

 

 

Total payables to affiliates (current)

  $107    $181    $137    $104  
  

 

   

 

   

 

   

 

 

Long-term debt due to affiliates (noncurrent):

        

Exelon Corporate(l)

   943     1,523  

Exelon Corporate(o)

  $922    $933  

Payables to affiliates (noncurrent):

        

BSC(g)

  $1    $—      $1    $—    

ComEd(k)

   2,389     2,293  

PECO(k)

   490     447  

ComEd(n)

   2,169     2,172  

PECO(n)

   438     405  
  

 

   

 

   

 

   

 

 

Total payables to affiliates (noncurrent)

  $2,880    $2,740    $2,608    $2,577  
  

 

   

 

   

 

   

 

 

 

(a)Generation has anICC-approved RFP contract with ComEd to provide a portion of ComEd’s electricity supply requirements. Generation also sells RECs to ComEd. In addition, Generation had revenue from ComEd associated with the settled portion of the financial swap contract established as part of the Illinois Settlement. See Note 3—Regulatory Matters for additional information.
(b)Generation provides electric supply to PECO under contracts executed through PECO’s competitive procurement process. In addition, Generation has five-year and aten-year agreements agreement with PECO to sell non-solar and solar AECs, respectively.AECs. See Note 3—Regulatory Matters for additional information.
(c)Generation provides a portion of BGE’s energy requirements under its MDPSC-approved market-based SOS and gas commodity programs. See Note 3—Regulatory Matters for additional information.
(d)Generation provides electric supply to Pepco under contracts executed through Pepco’s competitive procurement process approved by the MDPSC and DCPSC. See Note 3—Regulatory Matters for additional information.
(e)Generation provides a portion of DPL’s energy requirements under its MDPSC and DPSC approved market based SOS and gas commodity programs. See Note 3—Regulatory Matters for additional information.
(f)Generation provides electric supply to ACE under contracts executed through ACE’s competitive procurement process. See Note 3—Regulatory Matters for additional information.
(g)

Beginning in 2012, Generation entered into a power services agency agreement (PSAA) with the CENG plants, which as of April 1, 2014, was amended and extended until the permanent cessation of power generation by the CENG generation plants. The PSAA is an agreement under which Generation provides scheduling, asset management and billing services to

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

the CENG plants for a specified monthly fee. The charges for services reflect the cost of the services. On April 1, 2014, Generation and CENG entered into a Nuclear Operating Services Agreement (NOSA) pursuant to which Generation will operate the CENG nuclear generation fleet owned by CENG subsidiaries and provide corporate and administrative services for the remaining life of the CENG nuclear plants as if they were part of the Generation nuclear fleet. For further information regarding the Investment in CENG, see Note 5—Investment in Constellation Energy Nuclear Group, LLC.

(e)(h)CENG owns 100% of four nuclear units in Maryland and New York and 82% of Nine Mile Point Unit 2 in New York. Beginning in 2012, Generation had a PPA under which it purchased 85% of the nuclear plant output owned by CENG that was not sold to third parties underpre-existing unit-contingent PPAs through 2014. Beginning on January 1, 2015 and continuing to the end of the life of the respective plants, Generation will purchase on a unit-contingent basis 50.01% of the nuclear plant output owned by CENG and a subsidiary of EDF will purchase on a unit-contingent basis 49.99% of the nuclear plant output owned by CENG (EDF PPA). not sold to third parties. Beginning April 1, 2014, sales to Generation are eliminated in consolidation. For further information regarding the Investment in CENG, see Note 5—Investment in Constellation Energy Nuclear Group, LLC.
(f)(i)Generation requires electricity for its own use at its generating stations. Generation purchases electricity and distribution and transmission services from PECO and BGE and only distribution and transmission services from ComEd for the delivery of electricity to its generating stations.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

(g)(j)Generation receives a variety of corporate support services from BSC and PHISCO, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.
(h)(k)Prior to April 1, 2014, Generation’s total gain (loss) in equity method investments includes equity income (loss) and amortization of the basis difference established as a result of purchase accounting applied upon Constellation merger in 2012. CENG was fully consolidated on April 1, 2014. For further information regarding the Investment in CENG, see Note 5—Investment in Constellation Energy Nuclear Group, LLC.
(i)(l)During 2014, Generation closed the sale of Safe Harbor Water Power Corporation, Keystone Fuels, LLC, and Conemaugh Fuels LLC. Generation recorded purchase power and fuel costs from affiliates related to these generating assets during the time these assets were still partially owned by Generation. See Note 4—Mergers, Acquisitions, and Dispositions for more information.
(j)(m)The balance consists of interest owed to Exelon Corporation related to the senior unsecured notes, as well as, expense related to certain invoices Exelon Corporation processed on behalf of Generation.
(k)(n)Generation has long-term payables to ComEd and PECO as a result of the nuclear decommissioning contractual construct whereby, to the extent NDT funds are greater than the underlying ARO at the end of decommissioning, such amounts are due back to ComEd and PECO, as applicable, for payment to their respective customers. See Note 15—16—Asset Retirement Obligations.
(l)(o)In connection with the debt obligations assumed by Exelon as part of the Constellation merger, Exelon and subsidiaries of Generation (former Constellation subsidiaries) assumed intercompany loan agreements that mirror the terms and amounts of the third-party debt obligations of Exelon, resulting in intercompany notes payable included in Long-term Debt to affiliate on Generation’s Consolidated Balance Sheets and intercompany notes receivable at Exelon Corporate, which are eliminated in consolidation on Exelon’s Consolidated Balance Sheets.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

ComEd

The financial statements of ComEd include related party transactions as presented in the tables below:

 

  For the Years Ended
December 31,
   For the Years Ended
December 31,
 
  2014   2013   2012   2016   2015   2014 

Operating revenues from affiliates

            

Generation

  $4    $3    $2    $7    $4    $4  

BSC

   6     —       —    

PECO

   1     —       —    

BGE

   1     —       —    
  

 

   

 

   

 

 

Total operating revenues from affiliates

  $15    $4    $4  
  

 

   

 

   

 

 

Purchased power from affiliate

            

Generation (a)

  $176    $512    $789    $47    $18    $176  

Operating and maintenance from affiliate

      

Operating and maintenance from affiliates

      

BSC (b)

  $166    $157    $163    $225    $195    $166  

PECO

   1     —       —    

BGE

   1     —       —    
  

 

   

 

   

 

 

Total operating and maintenance from affiliates

   227     195     166  
  

 

   

 

   

 

 

Interest expense to affiliates, net:

            

ComEd Financing III

  $13    $13    $13    $13    $13    $13  

Capitalized costs

            

BSC (b)

  $77    $69    $92    $112    $103    $77  

Cash dividends paid to parent

  $307    $220    $105    $369    $299    $307  

Contribution from parent

  $273    $—      $11    $315    $202    $273  

 

  December 31,   December 31, 
  2014   2013   2016   2015 

Prepaid voluntary employee beneficiary association trust (c)

  $13    $13    $5    $11  

Receivable from affiliates (current):

        

Voluntary employee beneficiary association trust

  $2    $3    $2    $2  

Generation

   12     —       9     9  

Exelon Corporate(e)

   345     188  
  

 

   

 

   

 

   

 

 

Total receivable from affiliates (current)

  $14    $3    $356    $199  
  

 

   

 

   

 

   

 

 

Receivable from affiliates (noncurrent):

        

Generation (d)

  $2,389    $2,293    $2,169    $2,172  

Exelon Corporate (e)

   182     176  

Other

   1     —    
  

 

   

 

   

 

   

 

 

Total receivable from affiliates (noncurrent)

  $2,571    $2,469    $2,170    $2,172  
  

 

   

 

   

 

   

 

 

Payables to affiliates (current):

        

Generation(a)

  $43    $38    $14    $15  

BSC(b)

   32     30     42     39  

ComEd Financing III

   4     4     4     4  

PECO

   2     —       2     2  

Exelon Corporate

   3     9     3     2  

Other

   —       2  
  

 

   

 

   

 

   

 

 

Total payables to affiliates (current)

  $84    $83    $65    $62  
  

 

   

 

   

 

   

 

 

Long-term debt to ComEd financing trust

        

ComEd Financing III

  $206    $206    $205    $205  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

(a)ComEd procures a portion of its electricity supply requirements from Generation under anICC-approved RFP contract. ComEd also purchases RECs from Generation. In addition, purchased power expense includes the settled portion of the financial swap contract with Generation, which expired in 2013. See Note 3—Regulatory Matters and Note 12—13—Derivative Financial Instruments for additional information.
(b)ComEd 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. A portion of such services is capitalized.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

(c)The voluntary employee benefit association trusts covering active employees are included in corporate operations and are funded by the Registrants. A prepayment to the active welfare plans has accumulated due to actuarially determined contribution rates, which are the basis for ComEd’s contributions to the plans, being higher than actual claim expense incurred by the plans over time. The prepayment is included in other current assets.
(d)ComEd has a long-term receivable from Generation as a result of the nuclear decommissioning contractual construct for generating facilities previously owned by ComEd. To the extent the assets associated with decommissioning are greater than the applicable ARO at the end of decommissioning, such amounts are due back to ComEd for payment to ComEd’s customers.
(e)Represents indemnification from Exelon Corporate related to the like-kind exchange transaction.exchange.

PECO

The financial statements of PECO include related party transactions as presented in the tables below:

 

  For the Years Ended
December 31,
   For the Years Ended
December 31,
 
  2014   2013   2012   2016   2015   2014 

Operating revenues from affiliates:

            

Generation(a)

  $2    $1    $3    $3    $2    $2  

BSC

   3     —       —    

ComEd

   1     —       —    

BGE

   1     —       —    
  

 

   

 

   

 

 

Total operating revenues from affiliates

  $8    $2    $2  
  

 

   

 

   

 

 

Purchased power from affiliate

            

Generation (b)

  $194    $392    $533    $287    $220    $194  

Operating and maintenance from affiliates:

            

BSC(c)

  $96    $98    $107    $142    $107    $96  

Generation

   3     3     4     2     3     3  

ComEd

   1     —       —    

BGE

   1     —       —    
  

 

   

 

   

 

   

 

   

 

   

 

 

Total operating and maintenance from affiliates

  $99    $101    $111    $146    $110    $99  
  

 

   

 

   

 

   

 

   

 

   

 

 

Interest expense to affiliates, net:

            

PECO Trust III

  $6    $6    $6    $6    $6    $6  

PECO Trust IV

   6     6     6     6     6     6  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total interest expense to affiliates, net

  $12    $12    $12    $12    $12    $12  
  

 

   

 

   

 

   

 

   

 

   

 

 

Capitalized costs

            

BSC (c)

  $39    $46    $54    $57    $40    $39  

Cash dividends paid to parent

  $320    $332    $343    $277    $279    $320  

Contribution from parent

  $24    $27    $9    $18    $16    $24  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

  December 31,   December 31, 
  2014   2013   2016   2015 

Prepaid voluntary employee beneficiary association trust (d)

  $3    $3    $1    $2  

Receivable from affiliate (current):

        

ComEd

  $2    $—      $2    $2  

BGE

   1     3     2     —    
  

 

   

 

   

 

   

 

 

Total receivable from affiliates (current)

  $3    $3    $4    $2  
  

 

   

 

   

 

   

 

 

Receivable from affiliate (noncurrent):

        

Generation(e)

  $490    $447    $438    $405  

Payables to affiliates (current):

        

Generation (b)

  $29    $38    $33    $36  

BSC (c)

   20     17     28     17  

Exelon Corporate

   2     2     1     1  

PECO Trust III

   1     1     1     1  
  

 

   

 

   

 

   

 

 

Total payables to affiliates (current)

  $52    $58    $63    $55  
  

 

   

 

   

 

   

 

 

Long-term debt to financing trusts:

        

PECO Trust III

  $81    $81    $81    $81  

PECO Trust IV

   103     103     103     103  
  

 

   

 

   

 

   

 

 

Total long-term debt to financing trusts

  $184    $184    $184    $184  
  

 

   

 

   

 

   

 

 

 

(a)PECO provides energy to Generation for Generation’s own use.
(b)PECO purchases electric supply from Generation under contracts executed through its competitive procurement process. In addition, PECO has five-year andten-year agreements with Generation to purchasenon-solar and solar AECs, respectively. See Note 3—Regulatory Matters for additional information on AECs.
(c)PECO 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. A portion of such services is capitalized.
(d)The voluntary employee beneficiary association trusts covering active employees are included in corporate operations and are funded by the Registrants. A prepayment to the active welfare plans has accumulated due to actuarially determined contribution rates, which are the basis for PECO’s contributions to the plans, being higher than actual claim expense incurred by the plans over time.
(e)PECO has a long-term receivable from Generation as a result of the nuclear decommissioning contractual construct, whereby, to the extent the assets associated with decommissioning are greater than the applicable ARO at the end of decommissioning, such amounts are due back to PECO for payment to PECO’s customers.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

BGE

The financial statements of BGE include related party transactions as presented in the tables below:

 

  For the Years Ended
December 31,
   For the Years Ended
December 31,
 
  2014   2013   2012   2016   2015   2014 

Operating revenues from affiliates:

            

Generation (a)

  $25    $13    $10    $13    $14    $25  

BSC

   6     —       —    

ComEd

   1     —       —    

PECO

   1     —       —    
  

 

   

 

   

 

 

Total operating revenues from affiliates

  $21    $14    $25  
  

 

   

 

   

 

 

Purchased power from affiliate

            

Generation (b)

  $382    $452    $396    $604    $498    $382  

Operating and maintenance from affiliates:

            

BSC (c)

  $103    $83    $106    $130    $118    $103  

ComEd

   1     —       —    

PECO

   1     —       —    
  

 

   

 

   

 

 

Total operating and maintenance from affiliates

  $132    $118    $103  
  

 

   

 

   

 

 

Interest expense to affiliates, net:

            

BGE Capital Trust II

  $16    $16    $16    $16    $16    $16  

Capitalized costs

            

BSC (c)

  $19    $15    $21    $36    $28    $19  

Cash dividends paid to parent

  $179    $158    $—    

Contribution from parent

  $—      $—      $66    $61    $7    $—    

 

  December 31,   December 31, 
  2014   2013   2016   2015 

Prepaid voluntary employee beneficiary association trust (d)

  $1    $1  

Payables to affiliates (current):

        

Generation(b)

  $40    $27    $26    $31  

BSC(c)

   17     20     22     17  

Exelon Corporate

   5     1     1     1  

PECO

   1     3     2     —    

BGE Capital Trust II

   3     4     3     3  

Other

   1     —    
  

 

   

 

   

 

   

 

 

Total payables to affiliates (current)

  $66    $55    $55    $52  
  

 

   

 

   

 

   

 

 

Long-term debt to BGE financing trust

        

BGE Capital Trust II

  $258    $258    $252    $252  

 

(a)BGE provides energy to Generation for Generation’s own use.
(b)BGE procures a portion of its electricity and gas supply requirements from Generation under its MDPSC-approved market-based SOS and gas commodity programs. See Note 3—Regulatory Matters for additional information.
(c)BGE 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. A portion of such services is capitalized.
(d)The voluntary employee benefit association trusts covering active employees are included in corporate operations and are funded by the Registrants. A prepayment to the active welfare plans has accumulated due to actuarially determined contribution rates, which are the basis for BGE’s contributions to the plans, being higher than actual claim expense incurred by the plans over time. The prepayment is included in other current assets.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

PHI

The financial statements of PHI include related party transactions as presented in the tables below:

   Successor 
   March 24, 2016 to
December 31, 2016
 

Operating revenues from affiliates:

  

BSC

  $44  

Generation

   1  
  

 

 

 

Total operating revenues from affiliates

  $45  
  

 

 

 

Purchased power from affiliate

  

Generation

  $486  

Operating and maintenance from affiliates:

  

BSC

  $86  

PCI

   3  
  

 

 

 

Total operating and maintenance from affiliates

  $89  
  

 

 

 

Cash dividends paid to parent

  $273  

Contribution from member

  $1,251  

   December 31,
2016
 
   Successor 

Payables to affiliates (current):

  

Generation

  $74  

BSC

   10  

Exelon Corporate

   6  

PHI Corporate

   4  
  

 

 

 

Total payables to affiliates (current)

  $94  
  

 

 

 

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

Pepco

The financial statements of Pepco include related party transactions as presented in the tables below:

   For the Years Ended
December 31,
 
   2016   2015   2014 

Operating revenues from affiliates:

      

Generation(a)

  $1    $—      $—    

PHISCO

   4     5     5  
  

 

 

   

 

 

   

 

 

 

Total operating revenues from affiliates

  $5    $5    $5  
  

 

 

   

 

 

   

 

 

 

Purchased power from affiliate

      

Generation(b)

  $295    $—      $—    

Operating and maintenance:

      

PHISCO(c)

  $263    $240    $220  

PES(d)

   39     26     30  
  

 

 

   

 

 

   

 

 

 

Total operating and maintenance

  $302    $266    $250  
  

 

 

   

 

 

   

 

 

 

Operating and maintenance from affiliates:

      

BSC(c)

  $31    $—      $—    

PHISCO(c)

   4     4     4  
  

 

 

   

 

 

   

 

 

 

Total operating and maintenance from affiliates

  $35    $4    $4  
  

 

 

   

 

 

   

 

 

 

Cash dividends paid to parent

  $136    $146    $86  

Contribution from parent

  $187    $112    $80  

   December 31, 
   2016   2015 

Payables to affiliates (current):

    

Generation(b)

  $44    $—    

BSC(c)

   4     —    

DPL

   1     —    

PHISCO(c)

   25     25  

PES(e)

   —       4  

Other

   —       1  
  

 

 

   

 

 

 

Total payables to affiliates (current)

  $74    $30  
  

 

 

   

 

 

 

(a)Pepco provides energy to Generation for Generation’s own use.
(b)Pepco procures a portion of its electricity and gas supply requirements from Generation under its MDPSC and DPSC approved market based SOS and gas commodity programs. See Note 3—Regulatory Matters for additional information.
(c)Pepco receives a variety of corporate support services from BSC and PHISCO, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.
(d)PES performs underground transmission, distribution construction and maintenance services, including services that are treated as capital costs, for Pepco.
(e)Pepco bills customers on behalf of PES where PES has performed work for certain government agencies under a General Services Administration area-wide agreement on behalf of Pepco.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

DPL

The financial statements of DPL include related party transactions as presented in the tables below:

   For the Years Ended
December 31,
 
   2016   2015   2014 

Operating revenues from affiliates:

      

PHISCO

  $5    $5    $6  

Other

   2     1     1  
  

 

 

   

 

 

   

 

 

 

Total operating revenues from affiliates

  $7    $6    $7  
  

 

 

   

 

 

   

 

 

 

Purchased power from affiliate

      

Generation(a)

  $154    $—      $—    

Operating and maintenance:

      

PHISCO(b)

  $194    $179    $163  

PES(c)

   8     3     —    
  

 

 

   

 

 

   

 

 

 

Total operating and maintenance

  $202    $182    $163  
  

 

 

   

 

 

   

 

 

 

Operating and maintenance from affiliates:

      

BSC(b)

  $18    $—      $—    

Other

   1     1     1  
  

 

 

   

 

 

   

 

 

 

Total operating and maintenance from affiliates

  $19    $1    $1  
  

 

 

   

 

 

   

 

 

 

Cash dividends paid to parent

  $54    $92    $100  

Contribution from parent

  $152    $75    $130  

   December 31, 
   2016   2015 

Receivables from affiliates (current):

    

Pepco

  $1    $—    

ACE

   2     —    
  

 

 

   

 

 

 

Total receivable from affiliates (current)

  $3    $—    
  

 

 

   

 

 

 

Payables to affiliates (current):

    

Generation(a)

  $16    $—    

BSC(b)

   3     —    

PHISCO(b)

   19     19  

Other

   —       1  
  

 

 

   

 

 

 

Total payables to affiliates (current)

  $38    $20  
  

 

 

   

 

 

 

(a)DPL procures a portion of its electricity and gas supply requirements from Generation under its MDPSC and DPSC approved market based SOS and gas commodity programs. See Note 3—Regulatory Matters for additional information.
(b)DPL receives a variety of corporate support services from BSC and PHISCO, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.
(c)PES performs underground transmission construction services, including services that are treated as capital costs, for DPL.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

ACE

The financial statements of ACE include related party transactions as presented in the tables below:

   For the Years Ended
December 31,
 
   2016   2015   2014 

Operating revenues from affiliates:

      

PHISCO

  $2    $2    $1  

Other

   1     2     3  
  

 

 

   

 

 

   

 

 

 

Total operating revenues from affiliates

  $3    $4    $4  
  

 

 

   

 

 

   

 

 

 

Purchased power from affiliate

      

Generation(a)

  $37    $—      $—    

Operating and maintenance:

      

PHISCO(b)

  $155    $143    $124  

Operating and maintenance from affiliates:

      

BSC(b)

  $15    $—      $—    

Other

   3     3     3  
  

 

 

   

 

 

   

 

 

 

Total operating and maintenance from affiliates

  $18    $3    $3  
  

 

 

   

 

 

   

 

 

 

Cash dividends paid to parent

  $63    $12    $26  

Contribution from parent

  $139    $95    $—    

   December 31, 
   2016   2015 

Payables to affiliates (current):

    

Generation(a)

  $9    $—    

BSC(b)

   2     —    

DPL

   2     —    

PHISCO(b)

   16     15  

Other

   —       1  
  

 

 

   

 

 

 

Total payables to affiliates (current)

  $29    $16  
  

 

 

   

 

 

 

(a)ACE purchases electric supply from Generation under contracts executed through its competitive procurement process. See Note 3—Regulatory Matters for additional information.
(b)ACE receives a variety of corporate support services from BSC and PHISCO, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

26.28. Quarterly Data (Unaudited) (Exelon, Generation, ComEd, PECO and BGE)(All Registrants)

Exelon

The data shown below, which may not equal the total for the year due to the effects of rounding and dilution, includes all adjustments that Exelon considers necessary for a fair presentation of such amounts:

 

  Operating Revenues   Operating Income Net (Loss) Income
on Common
Stock
   Operating Revenues   Operating Income   Net Income
Attributable to
Common Shareholders
 
      2014           2013           2014         2013         2014         2013           2016           2015       2016   2015       2016           2015     

Quarter ended:

                     

March 31

  $7,237    $6,082    $168(a)  $513(b)  $90   $(4)(c)   $7,573    $8,830    $483    $1,366    $173    $693  

June 30

   6,024     6,141     842(a)   1,005    522    490     6,910     6,514     647     1,134     267     638  

September 30

   6,912     6,502     1,739(a)   1,262(b)   993    738     9,002     7,401     1,267     1,200     490     629  

December 31

   7,255     6,163     348    889    18(d)   495     7,875     6,702     714     707     204     309  

 

(a)In the first, second, and third quarter of 2014, Exelon reclassified $5 million, $13 million, and $339 million, respectively, to Operating income for presentation purposes in Exelon’s Consolidated Statements of Operations and Comprehensive Income. The reclassifications did not affect Exelon’s Net (Loss) Income on Common Stock.
(b)In the first and third quarter of 2013, Exelon reclassified $5 million and $8 million, respectively, to Operating income for presentation purposes in Exelon’s Consolidated Statements of Operations and Comprehensive Income. The reclassifications did not affect Exelon’s Net (Loss) Income on Common Stock.
(c)Includes $265 million of interest expense related to the remeasurement of Exelon’s like-kind exchange tax position in the first quarter of 2013. See Note 14—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.
(d)Includes charges to earnings related to the impairments of certain generating assets which were held for sale and certain Upstream exploration assets. See Note 8—Impairment of Long-Lived Assets of the Combined Notes to Consolidated Financial Statements for additional information.
   Average Basic Shares
Outstanding
(in millions)
   Net Income
per Basic Share
 
       2016           2015       2016   2015 

Quarter ended:

    

March 31

   923     862    $0.19    $0.80  

June 30

   924     863     0.29     0.74  

September 30

   925     913     0.53     0.69  

December 31

   925     921     0.22     0.34  

 

   Average Basic Shares
Outstanding
(in millions)
   Net (Loss) Income
per Basic Share
 
       2014           2013           2014           2013     

Quarter ended:

        

March 31

   858     855    $0.10    $(0.01

June 30

   860     856     0.61     0.57  

September 30

   861     857     1.15     0.86  

December 31

   861     856     0.02     0.60  
   Average Diluted Shares
Outstanding
(in millions)
   Net (Loss) Income
per Diluted Share
 
   2014   2013   2014   2013 

Quarter ended:

        

March 31

   861     855    $0.10    $(0.01

June 30

   864     860     0.60     0.57  

September 30

   863     860     1.15     0.86  

December 31

   868     860     0.02     0.59  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

   Average Diluted Shares
Outstanding
(in millions)
   Net Income
per Diluted Share
 
       2016           2015           2016           2015     

Quarter ended:

        

March 31

   925     867    $0.19    $0.80  

June 30

   926     866     0.29     0.74  

September 30

   927     915     0.53     0.69  

December 31

   928     924     0.22     0.33  

The following table presents the New York Stock Exchange—Composite Common Stock Prices and dividends by quarter on a per share basis:

 

  2014   2013   2016   2015 
  Fourth
Quarter
   Third
Quarter
   Second
Quarter
   First
Quarter
   Fourth
Quarter
   Third
Quarter
   Second
Quarter
   First
Quarter
   Fourth
Quarter
   Third
Quarter
   Second
Quarter
   First
Quarter
   Fourth
Quarter
   Third
Quarter
   Second
Quarter
   First
Quarter
 

High price

  $38.93    $36.26    $37.73    $33.94    $30.59    $32.42    $37.80    $34.56    $36.36    $37.70    $36.37    $35.95    $31.37    $34.44    $34.98    $38.25  

Low price

   33.07     30.66     33.11     26.45     26.64     29.42     29.84     29.10     29.82     32.86     33.18     26.26     25.09     28.41     31.28     31.71  

Close

   37.08     34.09     36.48     33.56     27.39     29.64     30.88     34.48     35.49     33.29     36.36     35.86     27.77     29.70     31.42     33.61  

Dividends

   0.310     0.310     0.310     0.310     0.310     0.310     0.310     0.525     0.318     0.318     0.318     0.310     0.310     0.310     0.310     0.310  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

Generation

The data shown below includes all adjustments that Generation considers necessary for a fair presentation of such amounts:

 

  Operating Revenues   Operating (Loss) Income Net (Loss) Income
on Membership
Interest
   Operating Revenues   Operating (Loss) Income   Net (Loss) Income
Attributable to
Membership Interest
 
      2014           2013           2014(a)          2013         2014         2013           2016           2015           2016         2015           2016         2015     

Quarter ended:

                   

March 31

  $4,390    $3,533    $(384)(a)  $(59)(b)  $(185 $(18  $4,739    $5,840    $415   $719    $310   $443  

June 30

   3,789     4,070     441(a)   603    340    330     3,589     4,232     (13 703     (8 398  

September 30

   4,412     4,255     1,225(a)   729(b)   771    490     5,035     4,768     342   622     236   377  

December 31

   4,802     3,772     (105  405    (91  269     4,388     4,294     94   230     (41 154  

(a)In the first, second, and third quarter of 2014, Generation reclassified $5 million, $12 million, and $338 million, respectively, to Operating (loss) income for presentation purposes in Generation’s Consolidated Statements of Operations and Comprehensive Income. The reclassifications did not affect Generation’s Net (Loss) Income on Membership Interest.
(b)In the first and third quarter of 2013, Generation reclassified $5 million and $8 million, respectively, to Operating (loss) income for presentation purposes in Generation’s Consolidated Statements of Operations and Comprehensive Income. The reclassifications did not affect Generation’s Net (Loss) Income on Membership Interest.

ComEd

The data shown below includes all adjustments that ComEd considers necessary for a fair presentation of such amounts:

 

  Operating Revenues   Operating Income   Net (Loss) Income   Operating Revenues   Operating Income   Net Income 
      2014           2013           2014         2013           2014           2013           2016           2015           2016           2015           2016           2015     

Quarter ended:

                       

March 31

  $1,134    $1,160    $238   $209    $98    $(81  $1,249    $1,185    $274    $230    $115    $90  

June 30

   1,128     1,080     259(a)   232     111     96     1,286     1,148     324     243     145     99  

September 30

   1,222     1,156     288(a)   278     126     126     1,497     1,376     389     327     37     149  

December 31

   1,079     1,068     196    236     73     109     1,223     1,196     217     217     80     87  

(a)In both the second and third quarter of 2014, ComEd reclassified $1 million to Operating income for presentation purposes in ComEd’s Consolidated Statements of Operations and Comprehensive Income. The reclassifications did not affect ComEd’s Net (Loss) Income.

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

PECO

The data shown below includes all adjustments that PECO considers necessary for a fair presentation of such amounts:

 

  Operating Revenues   Operating Income   Net Income
on Common
Stock
   Operating Revenues   Operating Income   Net Income
Attributable to
Common Shareholders
 
    2014       2013       2014       2013       2014       2013         2016           2015           2016           2015           2016           2015     

Quarter ended:

                        

March 31

  $993    $895    $149    $203    $89    $121    $841    $985    $196    $223    $124    $139  

June 30

   656     672     134     138     84     72     664     661     152     124     100     70  

September 30

   693     728     133     155     81     92     788     740     204     154     122     90  

December 31

   750     805     156     168     98     102     701     645     150     128     92     79  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

 

BGE

The data shown below includes all adjustments that BGE considers necessary for a fair presentation of such amounts:

 

  Operating Revenues   Operating Income   Net Income
attributable to
Common Shareholders
   Operating Revenues   Operating Income   Net Income
Attributable to
Common Shareholders
 
      2014           2013         2014       2013     2014   2013       2016           2015           2016           2015           2016           2015     

Quarter ended:

                        

March 31

  $1,054    $880    $169    $163    $85    $77    $929    $1,036    $187    $204    $98    $106  

June 30

   653     653     55     69     16     22     680     628     59     99     31     44  

September 30

   697     737     102     114     46     50     812     725     115     110     54     51  

December 31

   761     794     113     101     52     47     812     746     190     144     103     74  

PHI

The data shown below includes all adjustments that PHI considers necessary for a fair presentation of such amounts:

   Successor      Predecessor   Successor      Predecessor   Successor      Predecessor 
   Operating Revenues   Operating (Loss) Income   Net (Loss) Income
Attributable to

Membership Interest
 
   2016      2015   2016      2015   2016      2015 

Quarter ended:

                  

March 31

  $105 (a)     $1,354    $(411) (a)    $142    $(309) (a)     $53  

June 30

   1,066       1,119     136      139     52       53  

September 30

   1,394       1,336     279      184     166       91  

December 31

   1,078       1,126     90      208     30       130  

   Predecessor 
   Operating Revenues   Operating Income   Net Income
Attributable to
Membership Interest
 

January 1, 2016—March 23, 2016

   1,153     105     19  

(a)Amounts for March 31, 2016 reflect the PHI Successor activity for the period March 24, 2016 to March 31, 2016.

Pepco

The data shown below includes all adjustments that Pepco considers necessary for a fair presentation of such amounts:

   Operating Revenues   Operating
(Loss) Income
   Net (Loss) Income
Attributable to

Common Shareholders
 
       2016           2015       2016  2015       2016          2015     

Quarter ended:

          

March 31

  $551    $545    $(105 $63    $(108 $26  

June 30

   509     504     97    83     49    42  

September 30

   635     592     132    115     79    60  

December 31

   491     488     51    123     23    59  

Combined Notes to Consolidated Financial Statements—(Continued)

(Dollars in millions, except per share data unless otherwise noted)

DPL

The data shown below includes all adjustments that DPL considers necessary for a fair presentation of such amounts:

   Operating Revenues   Operating
(Loss) Income
   Net (Loss) Income
Attributable to
Common Shareholders
 
       2016           2015       2016  2015       2016          2015     

Quarter ended:

          

March 31

  $362    $421    $(72 $63    $(72 $32  

June 30

   281     271     30    24     12    8  

September 30

   331     314     72    32     44    15  

December 31

   303     296     20    46     7    21  

ACE

The data shown below includes all adjustments that ACE considers necessary for a fair presentation of such amounts:

   Operating Revenues   Operating
(Loss) Income
   Net (Loss) Income
Attributable to
Common Shareholders
 
       2016           2015       2016  2015       2016          2015     

Quarter ended:

          

March 31

  $291    $334    $(121 $29    $(100 $9  

June 30

   270     285     19    25     3    6  

September 30

   421     386     83    51     47    22  

December 31

   275     291     26    29     8    3  

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Exelon, Generation, ComEd, PECO and BGE

All Registrants

None.

 

ITEM 9A.CONTROLS AND PROCEDURES

Exelon, Generation, ComEd, PECO and BGE—All Registrants—Disclosure Controls and Procedures

During the fourth quarter of 2014,2016, each registrant’s management, including its principal executive officer and principal financial officer, evaluated the effectiveness of that registrant’s disclosure controls and procedures related to the recording, processing, summarizing and reporting of information in that registrant’s periodic reports that it files with the SEC. These disclosure controls and procedures have been designed by each registrant to ensure that (a) information relating to that registrant, including its consolidated subsidiaries, that is required to be included in filings under the Securities Exchange Act of 1934, 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.

Consistent with guidance issued by the Securities and Exchange Commission that an assessment of internal controls over financial reporting of a recently acquired business may be omitted from management’s evaluation of disclosure controls and procedures, management is excluding an assessment of such internal controls of Integrys, which we acquired on November 1, 2014, from its evaluation of the effectiveness of Exelon’s and Generation’s disclosure controls and procedures. The total assets related to Integrys are approximately 0.74% and 1.42%, respectively, and total revenues related to Integrys are 1.41% and 2.22%, respectively, of Exelon’s and Generation’s related consolidated financial statement amounts as of and for the year ended December 31, 2014.

Accordingly, as of December 31, 2014,2016, the principal executive officer and principal financial officer of each registrant concluded that such registrant’s disclosure controls and procedures were effective to accomplish their objectives.

Exelon, Generation, ComEd, PECO and BGE—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 have been no changes in internal control over financial reporting that occurred during the fourth quarter of 20142016 that have materially affected, or are reasonably likely to materially affect, any of Exelon’s, Generation’s, ComEd’s, PECO’s and BGE’sthe registrant’s internal control over financial reporting.

Consistent with guidance issued by the SEC that an assessment of internal control over financial reporting of a recently acquired business may be omitted from management’s evaluation of disclosure controls and procedures, management is excluding an assessment of such internal controls of ConEdison Solutions, which was acquired on September 1, 2016, from its evaluation of the effectiveness of Exelon’s and Generation’s disclosure controls and procedures. The total assets related to ConEdison Solutions are approximately less than 1% and total operating revenues related to ConEdison Solutions are 1% and 2%, respectively, of Exelon’s and Generation’s related consolidated financial statement amounts as of and for the year ended December 31, 2016.

Exelon, Generation, ComEd, PECO and BGE—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 of December 31, 2014.2016. As a result of that assessment, management determined that there were no material weaknesses as of December 31, 20142016 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

Exelon,Generation andComEd

None.

PECO andBGE

All Registrants

None.

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 PECO EnergyAtlantic City Electric Company meet the conditions set forth in General Instruction I(1)(a) and (b) of Form10-K for a reduced disclosure format. Accordingly, all items in this section relating to Generation, PECO, BGE, PHI, Pepco, DPL and PECOACE 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 at February 13, 2015.2017.

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 RegulationS-K), the director nomination process (Item 407(c)(3)), the audit committee (Item 407(d)(4) and (d)(5)) and the beneficial reporting compliance (Sec. 16(a)) is incorporated herein by reference to information to be contained in Exelon’s definitive 20152017 proxy statement (2015(2017 Exelon Proxy Statement) and the ComEd information statement (2015(2017 ComEd Information Statement) to be filed with the SEC before April 30, 201529, 2017 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 Exelon’s and ComEd’s Chief Executive Officer, Chief Financial Officer, Corporate Controller, and other finance organization employees. The Code of Business Conduct is filed as Exhibit 14 to this report and is available on Exelon’s website atwww.exeloncorp.com. The Code of Business Conduct will be made available, without charge, in print to any shareholder who requests such document from Bruce G. Wilson, Senior Vice President, Deputy General Counsel, and Corporate Secretary, Exelon Corporation, 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 Form8-K.

ITEM 11.EXECUTIVE COMPENSATION

The information required by this item will be set forth underExecutive Compensation Data andReport of the Compensation Committee in the 2015 Exelon Proxy Statement for the 2017 Annual Meeting of Shareholders or the ComEd 20152017 Information Statement, andwhich are incorporated herein by reference.

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 underOwnership of Exelon Stock in the 2015 Exelon Proxy Statement for the 2017 Annual Meeting of Shareholders or the ComEd 20152017 Information Statement, andwhich are incorporated herein by reference.

Securities Authorized for Issuance under Exelon Equity Compensation Plans

 

[A]  [B]   [C]   [D]   [B]   [C]   [D] 

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 [B]) (Note 3)
   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 [B]) (Note 3)
 

Equity compensation plans approved by security holders

   31,538,000    $36.67     32,278,000     28,108,200    $32.47     26,042,500  

 

(1)Balance includes stock options, unvested performance shares, and unvested restricted shares that were granted under the Exelon LTIP or predecessor company plans and shares awarded under those plans and deferred into the stock deferral plan, as well as deferred stock units granted to directors as part of their compensation. For performance shares and performance share transition awards granted in 20132014, 2015 and 2014,2016, the total includes the maximum number of shares that could be granted, if performance, total shareholder return modifier, and individual performance multipliers were all at maximum, a total of 7,138,0009,800,400 shares. At target, the number of securities to be issued for such awards is 3,753,000.4,900,200. The deferred stock units granted to directors includes 284,000357,700 shares to be issued upon the conversion of deferred stock units awarded to members of the Exelon board of directors, and 98,000105,500 shares to be issued upon the conversion of stock units held by members of the Exelon board of directors that were earned under a legacy Constellation Energy Group plan. Conversion of stock units to shares will occur after the director terminates service to the Exelon board or the board of any of its subsidiary companies. See Note 19—21—Common Stock of the Combined Notes to Consolidated Financial Statements for additional information about the material features of the plans.
(2)Includes outstanding restricted stock units and performance shares that can be exercised for no consideration. Without such instruments, the weighted-average price of outstanding options, warrants and rights shown in column [C] would be $46.81.$46.23.
(3)Includes 23,460,00021,055,700 shares available for issuance from the company’s employee stock purchase plan.

No ComEd securities are authorized for issuance under equity compensation plans.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The additional information required by this item will be set forth underRelated Persons Transactions andDirector Independence in the 2015 Exelon Proxy Statement for the 2017 Annual Meeting of Shareholders or the ComEd 20152017 Information Statement, andwhich are incorporated herein by reference.

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item will be set forth underThe Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Accountant for 20152017 in the 2015Exelon Proxy Statement for the 2017 Annual Meeting of Shareholders and the 2015 ComEd 2017 Information Statement, andwhich are incorporated herein by reference.

PART IV

 

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(a)The following documents are filed as a part of this report:

     

Exelon

 

1.

  

Financial Statements:

  

Report of Independent Registered Public Accounting Firm dated February 13, 20152017 of PricewaterhouseCoopers LLP

  

Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2014, 20132016, 2015 and 20122014

  

Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 20132016, 2015 and 20122014

  

Consolidated Balance Sheets at December 31, 20142016 and 20132015

  

Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2014, 20132016, 2015 and 20122014

  

Notes to Consolidated Financial Statements

2.

  

Financial Statement Schedules:

  

Schedule I—Condensed Financial Information of Parent (Exelon Corporate) at December 31, 20142016 and 20132015 and for the Years Ended December 31, 2014, 20132016, 2015 and 20122014

  

Schedule II—Valuation and Qualifying Accounts

  

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.

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)

  2014  2013  2012 

Operating expenses

    

Operating and maintenance

  $9   $9   $201  

Operating and maintenance from affiliates

   38    34    72  

Other

   3    12    6  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   50    55    279  

Operating loss

   (50  (55  (279
  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

    

Interest expense, net

   (237  (116  (153

Equity in earnings of investments

   1,779    1,903    1,278  

Interest income from affiliates, net

   53    36    75  

Other, net

   (2  (78  7  
  

 

 

  

 

 

  

 

 

 

Total other income

   1,593    1,745    1,207  
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   1,543    1,690    928  

Income taxes (benefit)

   (80  (29  (232
  

 

 

  

 

 

  

 

 

 

Net income

  $1,623   $1,719   $1,160  
  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss)

    

Pension and non-pension postretirement benefit plans:

    

Prior service cost (benefit) reclassified to periodic costs

  $(30 $—     $1  

Actuarial loss reclassified to periodic cost

   147    208    168  

Transition obligation reclassified to periodic cost

   —      —      2  

Pension and non-pension postretirement benefit plan valuation adjustment

   (497  669    (371

Unrealized loss on cash flow hedges

   (148  (248  (120

Unrealized gain on marketable securities

   1    2    2  

Unrealized gain on equity investments

   8    106    1  

Unrealized loss on foreign currency translation

   (9  (10  —    

Reversal of CENG equity method AOCI

   (116  —      —    
  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss)

   (644  727    (317
  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $979   $2,446   $843  
  

 

 

  

 

 

  

 

 

 

   For the Years Ended
December 31,
 

(In millions)

  2016  2015  2014 

Operating expenses

    

Operating and maintenance

  $221   $—     $9  

Operating and maintenance from affiliates

   51    43    38  

Other

   4    4    3  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   276    47    50  

Operating loss

   (276  (47  (50
  

 

 

  

 

 

  

 

 

 

Other income and (deductions)

    

Interest expense, net

   (312  (168  (237

Equity in earnings of investments

   1,521    2,461    1,779  

Interest income from affiliates, net

   39    43    53  

Other, net

   7    (43  (2
  

 

 

  

 

 

  

 

 

 

Total other income

   1,255    2,293    1,593  
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   979    2,246    1,543  

Income taxes

   (155  (23  (80
  

 

 

  

 

 

  

 

 

 

Net income

  $1,134   $2,269   $1,623  
  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss)

    

Pension andnon-pension postretirement benefit plans:

    

Prior service benefit reclassified to periodic costs

  $(48 $(46 $(30

Actuarial loss reclassified to periodic cost

   184    220    147  

Pension andnon-pension postretirement benefit plan valuation adjustment

   (181  (99  (497

Unrealized gain (loss) on cash flow hedges

   2    9    (148

Unrealized gain on marketable securities

   1    —      1  

Unrealized (loss) gain on equity investments

   (4  (3  8  

Unrealized gain (loss) on foreign currency translation

   10    (21  (9

Reversal of CENG equity method AOCI

   —      —      (116
  

 

 

  

 

 

  

 

 

 

Other comprehensive (loss) income

   (36  60    (644
  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $1,098   $2,329   $979  
  

 

 

  

 

 

  

 

 

 

See Notes to Financial Statements

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)

  2014  2013  2012 

Net cash flows provided by operating activities

  $806   $1,053   $2,131  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

    

Return on investment of direct financing lease termination

   335    —      —    

Changes in Exelon intercompany money pool

   (83  (60  —    

Note receivable from affiliates

   —      484    —    

Capital expenditures

   1    —      (30

Cash and restricted cash acquired from Constellation

   —      —      679  

Change in restricted cash

   —      38    (38

Investment in affiliates

   (70  (38  (67

Other investing activities

   (126  15    —    
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by (used in) investing activities

   57    439    544  
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

    

Cash receipts from intercompany money pool

   —      —      (703

Changes in short-term borrowings

   —      10    (161

Issuance of long-term debt

   1,150    —      —    

Retirement of long-term debt

   (23  (450  (77

Dividends paid on common stock

   (1,065  (1,249  (1,716

Proceeds from employee stock plans

   35    47    73  

Other financing activities

   (84  (6  30  
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by (used in) financing activities

   13    (1,648  (2,554
  

 

 

  

 

 

  

 

 

 

Increase (decrease) in cash and cash equivalents

   876    (156  121  

Cash and cash equivalents at beginning of period

   3    159    38  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $879   $3   $159  
  

 

 

  

 

 

  

 

 

 

   For the Years Ended
December 31,
 

(In millions)

  2016  2015  2014 

Net cash flows provided by operating activities

  $1,029   $3,071   $806  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

    

Return on investment of direct financing lease termination

   —      —      335  

Changes in Exelon intercompany money pool

   1,390    (1,217  (83

Note receivable from affiliates

   —      550    —    

Capital expenditures

   —      —      1  

Investment in affiliates

   (1,757  (212  (70

Acquisition of business

   (6,962  —      —    

Other investing activities

   5    (55  (126
  

 

 

  

 

 

  

 

 

 

Net cash flows (used in) provided by investing activities

   (7,324  (934  57  
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

    

Issuance of long-term debt

   1,800    4,200    1,150  

Retirement of long-term debt

   (46  (2,263  (23

Issuance of common stock

   —      1,868    —    

Dividends paid on common stock

   (1,166  (1,105  (1,065

Proceeds from employee stock plans

   55    32    35  

Other financing activities

   (20  (58  (84
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by financing activities

   623    2,674    13  
  

 

 

  

 

 

  

 

 

 

(Decrease) Increase in cash and cash equivalents

   (5,672  4,811    876  

Cash and cash equivalents at beginning of period

   5,690    879    3  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $18   $5,690   $879  
  

 

 

  

 

 

  

 

 

 

See Notes to Financial Statements

Exelon Corporation and Subsidiary Companies

Schedule I – Condensed Financial Information of Parent (Exelon Corporate)

Condensed Balance Sheets

 

   December 31, 

(In millions)

  2014   2013 
ASSETS    

Current assets

    

Cash and cash equivalents

  $879    $3  

Accounts receivable, net

    

Other accounts receivable

   209     72  

Accounts receivable from affiliates

   24     22  

Deferred income taxes

   20     27  

Notes receivable from affiliates

   818     179  

Regulatory assets

   254     233  

Other

   22     1  
  

 

 

   

 

 

 

Total current assets

   2,226     537  
  

 

 

   

 

 

 

Property, plant and equipment, net

   54     57  

Deferred debits and other assets

    

Regulatory assets

   3,186     3,005  

Investments in affiliates

   26,670     26,390  

Deferred income taxes

   2,187     1,890  

Notes receivable from affiliates

   943     1,522  

Other

   172     17  
  

 

 

   

 

 

 

Total deferred debits and other assets

   33,158     32,824  
  

 

 

   

 

 

 

Total assets

  $35,438    $33,418  
  

 

 

   

 

 

 

   December 31, 

(In millions)

  2016   2015 
ASSETS    

Current assets

    

Cash and cash equivalents

  $18    $5,690  

Deposit with IRS

   1,250     —    

Accounts receivable, net

    

Other accounts receivable

   73     272  

Accounts receivable from affiliates

   48     20  

Notes receivable from affiliates

   88     1,478  

Regulatory assets

   263     241  

Other

   —       5  
  

 

 

   

 

 

 

Total current assets

   1,740     7,706  
  

 

 

   

 

 

 

Property, plant and equipment, net

   51     53  

Deferred debits and other assets

    

Regulatory assets

   4,033     3,072  

Investments in affiliates

   34,869     26,119  

Deferred income taxes

   2,107     2,036  

Non-pension postretirement benefit asset

   —       108  

Notes receivable from affiliates

   922     933  

Other

   256     404  
  

 

 

   

 

 

 

Total deferred debits and other assets

   42,187     32,672  
  

 

 

   

 

 

 

Total assets

  $43,978    $40,431  
  

 

 

   

 

 

 

See Notes to Financial Statements

Exelon Corporation and Subsidiary Companies

Schedule I – Condensed Financial Information of Parent (Exelon Corporate)

Condensed Balance Sheets

 

   December 31, 

(In millions)

  2014  2013 
LIABILITIES AND SHAREHOLDERS’ EQUITY   

Current liabilities

   

Long-term debt due within one year

  $1,409   $10  

Accounts payable

   2    43  

Unamortized energy contract liabilities

   —      12  

Accrued expenses

   25    106  

Deferred income taxes

   60    26  

Regulatory liabilities

   51    2  

Other

   75    54  
  

 

 

  

 

 

 

Total current liabilities

   1,622    253  
  

 

 

  

 

 

 

Long-term debt

   2,841    3,033  

Long-term debt to affiliate

   182    176  

Deferred credits and other liabilities

   

Regulatory liabilities

   37    43  

Pension obligations

   7,638    6,444  

Non-pension postretirement benefit obligations

   16    393  

Deferred income taxes

   93    70  

Other

   398    271  
  

 

 

  

 

 

 

Total deferred credits and other liabilities

   8,182    7,221  
  

 

 

  

 

 

 

Total liabilities

   12,827    10,683  
  

 

 

  

 

 

 

Commitments and contingencies

   

Shareholders’ equity

   

Common stock (No par value, 2,000 shares authorized, 860 and 857 shares outstanding at December 31, 2014 and 2013, respectively)

   16,709    16,741  

Treasury stock, at cost (35 shares held at December 31, 2014 and 2013, respectively)

   (2,327  (2,327

Retained earnings

   10,910    10,358  

Accumulated other comprehensive loss, net

   (2,684  (2,040
  

 

 

  

 

 

 

Total shareholders’ equity

   22,608    22,732  
  

 

 

  

 

 

 

BGE preference stock not subject to mandatory redemption

   3    3  
  

 

 

  

 

 

 

Total liabilities and shareholders’ equity

  $35,438   $33,418  
  

 

 

  

 

 

 

   December 31, 

(In millions)

  2016  2015 
LIABILITIES AND SHAREHOLDERS’ EQUITY   

Current liabilities

   

Short-term borrowings

  $—     $188  

Long-term debt due within one year

   570    60  

Accounts payable

   2    5  

Accrued expenses

   489    440  

Payables to affiliates

   706    —    

Regulatory liabilities

   16    63  

Pension obligations

   58    52  

Other

   50    1  
  

 

 

  

 

 

 

Total current liabilities

   1,891    809  
  

 

 

  

 

 

 

Long-term debt

   7,193    6,017  

Deferred credits and other liabilities

   

Regulatory liabilities

   31    31  

Pension obligations

   8,608    7,520  

Non-pension postretirement benefit obligations

   7    —    

Deferred income taxes

   226    134  

Other

   182    122  
  

 

 

  

 

 

 

Total deferred credits and other liabilities

   9,054    7,807  
  

 

 

  

 

 

 

Total liabilities

   18,138    14,633  
  

 

 

  

 

 

 

Commitments and contingencies

   

Shareholders’ equity

   

Common stock (No par value, 2000 shares authorized, 924 shares and 920 shares outstanding at December 31, 2016 and 2015, respectively)

   18,797    18,678  

Treasury stock, at cost (35 shares at December 31, 2016 and 2015, respectively)

   (2,327  (2,327

Retained earnings

   12,030    12,068  

Accumulated other comprehensive loss, net

   (2,660  (2,624
  

 

 

  

 

 

 

Total shareholders’ equity

   25,840    25,795  
  

 

 

  

 

 

 

BGE preference stock not subject to mandatory redemption

   —      3  
  

 

 

  

 

 

 

Total liabilities and shareholders’ equity

  $43,978   $40,431  
  

 

 

  

 

 

 

See Notes to Financial Statements

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 Rule12-04, Schedule I of RegulationS-X. These statements should be read in conjunction with the consolidated financial statements and notes thereto of Exelon Corporation.

Exelon Corporate owns 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%, and BGE, of which Exelon owns 100% of the common stock but none of BGE’s preferred stock. Exelon owned noneBGE redeemed all of PECO’s preference securities, which PECO redeemedits outstanding preferred stock in 2013.2016.

2. Mergers

On April 29, 2014,March 23, 2016, Exelon completed the merger contemplated by the Merger Agreement among Exelon, Purple Acquisition Corp., a wholly owned subsidiary of Exelon (Merger Sub) and Pepco Holdings, Inc. (PHI) signed an agreement and plan. As a result of that merger, (as subsequently amended and restatedMerger Sub was merged into PHI (the PHI Merger) with PHI surviving as a wholly owned subsidiary of July 18, 2014, the Merger Agreement) to combine the two companies in an all cash transaction. The resulting company will retain the Exelon name and be headquartered in Chicago. Exelon and PHI continue to expect to complete the mergerExelon Energy Delivery Company, LLC (EEDC), a wholly owned subsidiary of Exelon which also owns Exelon’s interests in ComEd, PECO and BGE (through a special purpose subsidiary in the second or third quartercase of 2015.BGE). See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on the Merger Agreement with PHI.

On March 12, 2012, Exelon Corporation completed the merger contemplated by the Merger Agreement, among Exelon, Bolt Acquisition Corporation, a wholly owned subsidiary of Exelon (Merger Sub), and Constellation. As a result of that merger, Merger Sub was merged into Constellation (the Initial Merger) and Constellation became a wholly owned subsidiary of Exelon. Following the completion of the Initial Merger, Exelon and Constellation completed a series of internal corporate organizational restructuring transactions. Constellation merged with and into Exelon, with Exelon continuing as the surviving corporation (the Upstream Merger). Simultaneously with the Upstream Merger, Constellation’s interest in RF HoldCo LLC, which holds Constellation’s interest in BGE, was transferred to Exelon Energy Delivery Company, LLC, a wholly owned subsidiary of Exelon that also owns Exelon’s interests in ComEd and PECO. Following the Upstream Merger and the transfer of RF HoldCo LLC, Exelon contributed to Generation certain subsidiaries, including the customer supply and generation businesses that were acquired from Constellation as a result of the Initial Merger and the UpstreamPHI Merger.

For BGE’s debt, fuel supply contracts and regulatory assets not earning a return, the difference between fair value and book value of BGE’s assets acquired and liabilities assumed is recorded as a regulatory asset at Exelon Corporate as Exelon did not apply push-down accounting to BGE. See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on the merger with Constellation. Also see Note 1—Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information on BGE’s push-down accounting treatment.

Exelon Corporation and Subsidiary Companies

Schedule I – Condensed Financial Information of Parent (Exelon Corporate)

Notes to Financial Statements

3. 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 commercial paper borrowings at both December 31, 20142016 and December 31, 2013.2015.

Credit Agreements

On May 30, 2014, Exelon Corporate amended and extended its unsecured syndicated revolving credit facility with aggregate bank commitments of $500$600 million through May 2019. As of December 31, 2014,2016, Exelon Corporation had available capacity under those commitments of $494$571 million. See Note 13—14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for further information regarding Exelon Corporation’s credit agreement.

Exelon Corporation and Subsidiary Companies

Schedule I – Condensed Financial Information of Parent (Exelon Corporate)

Notes to Financial Statements

 

Long-Term Debt

The following tables present the outstanding long-term debt for Exelon Corporate as of December 31, 20142016 and December 31, 2013:2015:

 

      Maturity
Date
   December 31,       Maturity
Date
   December 31, 
  Rates   2014 2013   Rates   2016 2015 

Long-term debt

              

Junior subordinated notes

   6.5%     2017    $1,150   $—       6.5 2024    $1,150   $1,150  

Contract payment—junior subordinated notes

   2.5 2017     19   64  

Senior unsecured notes(a)

   4.9% – 7.6%     2015-2035     2,658    2,658     1.6 7.6 2017-2046     6,439   4,639  
      

 

  

 

       

 

  

 

 

Total long-term debt

       3,808    2,658         7,608   5,853  

Unamortized debt discount and premium, net

       1    2         (8 (4

Fair value adjustment

       441    383  

Unamortized debt issuance costs

       (57 (47

Fair value adjustment of consolidated subsidiary

       220   275  

Long-term debt due within one year

       (1,409  (10       (570 (60
      

 

  

 

       

 

  

 

 

Long-term debt

      $2,841   $3,033        $7,193   $6,017  
      

 

  

 

       

 

  

 

 

 

(a)Senior unsecured notes include mirror debt that is held on both Generation and Exelon Corporation’s balance sheets.

The debt maturities for Exelon Corporate for the periods 2015, 2016, 2017, 2018, 2019, 2020, 2021 and thereafter are as follows:

 

2015

  $1,350  

2016

   —    

2017

   1,150  

2018

   —    

2019

   —    

Remaining years

   1,308  
  

 

 

 

Total long-term debt

  $3,808  
  

 

 

 

2017

  $570  

2018

   —    

2019

   —    

2020

   1,450  

2021

   300  

Remaining years

   5,288  
  

 

 

 

Total long-term debt

  $7,608  
  

 

 

 

Exelon Corporation and Subsidiary Companies

Schedule I – Condensed Financial Information of Parent (Exelon Corporate)

Notes to Financial Statements

4. Commitments and Contingencies

See Note 22—24—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for Exelon Corporate’s commitments and contingencies related to environmental matters and fund transfer restrictions.

Exelon Corporation and Subsidiary Companies

Schedule I – Condensed Financial Information of Parent (Exelon Corporate)

Notes to Financial Statements

 

5. Related Party Transactions

The financial statements of Exelon Corporate include related party transactions as presented in the tables below:

 

  For the Years Ended
December  31,
   For the Years Ended
December 31,
 

(In millions)

  2014 2013 2012   2016 2015 2014 

Operating and maintenance from affiliates:

        

Business Services Company, LLC (a)

  $38   $34   $72  

BSC(a)

  $51   $43   $38  

Interest income from affiliates, net:

        

Exelon Generation Consolidated

  $53   $36   $75  

Equity in earnings of investments:

    

Generation

  $39   $43   $53  

Equity in earnings (losses) of investments:

    

Exelon Energy Delivery Company, LLC(b)

  $958   $834   $713    $1,041   $1,079   $958  

PCI

   6    —      —    

BSC

   1    —      —    

Exelon Ventures Company, LLC(c)

   926    1,076    564     —      —     926  

UII, LLC

   (6  (2  25     (9 20   (6

Exelon Transmission Company, LLC

   (7  (5  (3   (13 (8 (7

Exelon Enterprise

   (1  —      —       (1 (1 (1

Exelon Generation Consolidated

   (91  —      —    

Exelon Consolidations (d)

   —      —      (21

Generation

   496   1,371   (91
  

 

  

 

  

 

   

 

  

 

  

 

 

Total equity in earnings of investments

  $1,779   $1,903   $1,278    $1,521   $2,461   $1,779  
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash contributions received from affiliates

  $1,370   $1,175   $2,074    $1,912   $3,209   $1,370  

Exelon Corporation and Subsidiary Companies

Schedule I – Condensed Financial Information of Parent (Exelon Corporate)

Notes to Financial Statements

 

  December 31,   December 31, 

(in millions)

  2014   2013   2016 2015 

Accounts receivable from affiliates (current):

       

Business Services Company, LLC(a)

  $2    $3  

BSC(a)

  $15   $—    

Generation

   12     7     22   16  

ComEd

   3     9     3   2  

PECO

   2     2     1   1  

BGE

   5     1     1   1  

PHISCO

   6    —    
  

 

   

 

   

 

  

 

 

Total accounts receivable from affiliates (current)

  $24    $22    $48   $20  
  

 

   

 

   

 

  

 

 

Notes receivable from affiliates (current):

       

Business Services Company, LLC (a)

  $262    $179  

Exelon Generation Consolidated(e)

  $556    $—    

BSC(a)

  $88   $226  

Generation(d)

   —     1,252  
  

 

   

 

   

 

  

 

 

Total receivable from affiliates (current):

  $818    $179  

Total notes receivable from affiliates (current):

  $88   $1,478  
  

 

   

 

   

 

  

 

 

Investments in affiliates:

       

Business Services Company, LLC (a)

  $193    $201  

BSC(a)

  $194   $191  

Exelon Energy Delivery Company, LLC (b)

   13,590     12,956     23,003   14,163  

Exelon Ventures Company, LLC (c)

   —       12,750  

PCI

   77    —    

UII, LLC

   130     470     92   102  

Exelon Transmission Company, LLC

   1     3     5   3  

VEBA

   9     10  

Voluntary Employee Beneficiary Association trust

   (5 7  

Exelon Enterprises

   23     —       21   22  

Exelon Generation Consolidated

   12,720     —    

Exelon Consolidations

   4     —    

Generation

   11,488   11,637  

Other

   (6 (6
  

 

   

 

   

 

  

 

 

Total investments in affiliates

  $26,670    $26,390    $34,869   $26,119  
  

 

   

 

   

 

  

 

 

Notes receivable from affiliates (non-current):

       

Generation(e)

  $943    $1,522  

Long-term debt to affiliates (non-current):

    

Generation(d)

  $922   $933  

Notes payable to affiliates (current):

   

ComEd

  $182    $176    $—     $188  

Accounts payable to affiliates (current):

   

ComEd

  $345   $—    

UII, LLC

   361    —    
  

 

  

 

 

Total accounts payable to affiliates (current)

  $706   $—    
  

 

  

 

 

 

(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)Exelon Energy Delivery Company, LLC consists of ComEd, PECO, BGE, PHI, Pepco, DPL and BGE.ACE.
(c)Exelon Ventures Company, LLC primarily consisted of Generation and was fully dissolved as of December 31, 2014. Exelon Enterprises, Exelon Generation Consolidated,Company, LLC, and Exelon Consolidations are now directly owned Exelon Corporate investments as of December 31, 2014.
(d)Equity in earnings of investments for Exelon Consolidations represents the intercompany income component that offsets the corresponding intercompany expense at Generation for upgrades in transmission assets owned by ComEd, which are reflected as assets at Exelon Corporate.
(e)In connection with the debt obligations assumed by Exelon as part of the Constellation merger, Exelon and subsidiaries of Generation (former Constellation subsidiaries) assumed intercompany loan agreements that mirror the terms and amounts of the third-party debt obligations of Exelon, resulting in intercompany notes payable included in Long-Term Debt to affiliate on Generation’s Consolidated Balance Sheets and intercompany notes receivable at Exelon Corporate, which are eliminated in consolidation on Exelon’s Consolidated Balance Sheets.

Exelon Corporation and Subsidiary Companies

Schedule II – Valuation and Qualifying Accounts

 

Column A

  Column B   Column C Column D Column E   Column B   Column C Column D Column E 
      Additions and adjustments           Additions and adjustments     

Description

  Balance at
Beginning
of Period
   Charged to
Costs and
Expenses
   Charged
to Other
Accounts
 Deductions Balance at
End
of Period
   Balance at
Beginning
of Period
   Charged to
Costs and
Expenses
   Charged
to Other
Accounts
 Deductions Balance at
End
of Period
 
  (in millions)   (in millions) 

For the year ended December 31, 2016

        

Allowance for uncollectible accounts (a)

  $284    $162    $99(b) (c)  $211(d)  $334  

Deferred tax valuation allowance

   13     —       10(b)  3   20  

Reserve for obsolete materials

   105     12     1(b)  5   113  

For the year ended December 31, 2015

        

Allowance for uncollectible accounts (a)

  $311    $113    $27(c)  $167(d)  $284  

Deferred tax valuation allowance

   50     —       (27 10   13  

Reserve for obsolete materials

   95     10     2   2   105  

For the year ended December 31, 2014

                

Allowance for uncollectible accounts (a)

  $272    $175    $69(c)  $205(d)  $311    $272    $175    $69(c)  $205(d)  $311  

Deferred tax valuation allowance

   13     —       37    —      50     13     —       37    —     50  

Reserve for obsolete materials

   58     5     34    2    95     58     5     34   2   95  

For the year ended December 31, 2013

        

Allowance for uncollectible accounts (a)

  $293    $121    $37(c)  $179(d)  $272  

Deferred tax valuation allowance

   36     1     —      24    13  

Reserve for obsolete materials

   53     17     —      12    58  

For the year ended December 31, 2012

        

Allowance for uncollectible accounts (a)

  $199    $144    $136(b)(c)  $186(d)  $293  

Deferred tax valuation allowance

   10     18     18(b)   10    36  

Reserve for obsolete materials

   60     2     2(b)   11    53  

 

(a)Excludes thenon-current allowance for uncollectible accounts related to PECO’s installment plan receivables of $8$23 million, $9$8 million, and $8 million for the years ended December 31, 2014, 2013,2016, 2015, and 2012,2014, respectively.
(b)Primarily represents the addition of Constellation’s and BGE’sPHI’s results as of March 12, 2012,23, 2016, the date of the merger.merger
(c)Includes charges for late payments andnon-service receivables.
(d)Write-off of individual accounts receivable.

Exelon Generation Company, LLC and Subsidiary Companies

Schedule II – Valuation and Qualifying Accounts

Generation

 

1.

  

Financial Statements:

  

Report of Independent Registered Public Accounting Firm dated February 13, 20152017 of PricewaterhouseCoopers LLP

  

Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2014, 20132016, 2015 and 20122014

  

Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 20132016, 2015 and 20122014

  

Consolidated Balance Sheets at December 31, 20142016 and 20132015

  

Consolidated Statements of Changes in Member’s Equity for the Years Ended December 31, 2014, 20132016, 2015 and 20122014

Notes to Consolidated Financial Statements

2.

Financial Statement Schedules:

Schedule II—Valuation and Qualifying Accounts

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

Exelon Generation Company, LLC 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, 2016

        

Allowance for uncollectible accounts

  $77    $19    $3   $8   $91  

Deferred tax valuation allowance

   11     —       —      2    9  

Reserve for obsolete materials

   102     6     —      2    106  

For the year ended December 31, 2015

        

Allowance for uncollectible accounts

  $60    $22    $—     $5   $77  

Deferred tax valuation allowance

   48     —       (27  10    11  

Reserve for obsolete materials

   93     9     —      —      102  

For the year ended December 31, 2014

        

Allowance for uncollectible accounts

  $57    $14    $8   $19   $60  

Deferred tax valuation allowance

   11     —       37    —      48  

Reserve for obsolete materials

   55     5     32    (1  93  

Commonwealth Edison Company and Subsidiary Companies

ComEd

1.

Financial Statements:

Report of Independent Registered Public Accounting Firm dated February 13, 2017 of PricewaterhouseCoopers LLP

Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2016, 2015 and 2014

Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014

Consolidated Balance Sheets at December 31, 2016 and 2015

Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2016, 2015 and 2014

  

Notes to Consolidated Financial Statements

2.

  

Financial Statement Schedules:

  

Schedule II – Valuation and Qualifying Accounts

  

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

Exelon GenerationCommonwealth Edison Company LLC and Subsidiary Companies

Schedule II – Valuation and Qualifying Accounts

 

Column A

  Column B   Column C Column D Column E   Column B   Column C Column D Column E 
      Additions and adjustments           Additions and adjustments     

Description

  Balance at
Beginning
of Period
   Charged to
Costs and
Expenses
 Charged
to Other
Accounts
 Deductions Balance at
End
of Period
   Balance at
Beginning
of Period
   Charged to
Costs and
Expenses
   Charged
to Other
Accounts
 Deductions Balance at
End
of Period
 
  (in millions)   (in millions) 

For the year ended December 31, 2016

        

Allowance for uncollectible accounts

  $75    $45    $23(a)  $73(b)  $70  

Reserve for obsolete materials

   3     4     1   4   4  

For the year ended December 31, 2015

        

Allowance for uncollectible accounts

  $84    $39    $18(a)  $66(b)  $75  

Reserve for obsolete materials

   2     1     2   2   3  

For the year ended December 31, 2014

               

Allowance for uncollectible accounts

  $57    $14   $8   $19   $60    $62    $45    $33(a)  $56(b)  $84  

Deferred tax valuation allowance

   11     —      37    —      48  

Reserve for obsolete materials

   55     5    32    (1  93     2     —       2   2   2  

For the year ended December 31, 2013

       

Allowance for uncollectible accounts

  $84    $(16 $—     $11   $57  

Deferred tax valuation allowance

   35     1    —      25    11  

Reserve for obsolete materials

   50     16    —      11    55  

For the year ended December 31, 2012

       

Allowance for uncollectible accounts

  $29    $—     $66(a)  $11   $84  

Deferred tax valuation allowance

   —       17    18(a)   —      35  

Reserve for obsolete materials

   59     —      2(a)   11    50  

 

(a)Represents the additionPrimarily charges for late payments andnon-service receivables.
(b)Write-off of Constellation’s results as of March 12, 2012, the date of the merger.individual accounts receivable.

Commonwealth EdisonPECO Energy Company and Subsidiary Companies

Schedule II – Valuation and Qualifying Accounts

ComEdPECO

1.

  

Financial Statements:

  

Report of Independent Registered Public Accounting Firm dated February 13, 20152017 of PricewaterhouseCoopers LLP

  

Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2014, 20132016, 2015 and 20122014

  

Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 20132016, 2015 and 20122014

  

Consolidated Balance Sheets at December 31, 20142016 and 20132015

  

Consolidated Statements of Changes in Shareholders’Shareholder’s Equity for the Years Ended December 31, 2014, 20132016, 2015 and 20122014

  

Notes to Consolidated Financial Statements

2.

  

Financial Statement Schedules:

  

Schedule II – Valuation and Qualifying Accounts

  

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

Commonwealth EdisonPECO Energy Company and Subsidiary Companies

Schedule II – Valuation and Qualifying Accounts

 

Column A

  Column B   Column C Column D Column E   Column B   Column C Column D Column E 
      Additions and adjustments           Additions and adjustments     

Description

  Balance at
Beginning
of Period
   Charged to
Costs and
Expenses
   Charged
to Other
Accounts
 Deductions Balance at
End
of Period
   Balance at
Beginning
of Period
   Charged to
Costs and
Expenses
   Charged
to Other
Accounts
 Deductions Balance at
End
of Period
 
  (in millions)   (in millions) 

For the year ended December 31, 2014

        

For the year ended December 31, 2016

        

Allowance for uncollectible accounts

  $62    $45    $33(a)  $56(b)  $84  

Allowance for uncollectible accounts(a)

  $83    $32    $7(b)  $61(c)  $61  

Reserve for obsolete materials

   2     —       2    2    2     1     1     —      —     2  

For the year ended December 31, 2013

        

For the year ended December 31, 2015

        

Allowance for uncollectible accounts

  $70    $33    $29(a)  $70(b)  $62  

Allowance for uncollectible accounts(a)

  $100    $37    $9(b)  $63(c)  $83  

Reserve for obsolete materials

   2     1     —      1    2     1     —       —      —     1  

For the year ended December 31, 2012

        

For the year ended December 31, 2014

        

Allowance for uncollectible accounts

  $78    $42    $26(a)  $76(b)  $70  

Allowance for uncollectible accounts(a)

  $107    $52    $11(b)  $70(c)  $100  

Reserve for obsolete materials

   1     1     —      —      2     1     —       —      —     1  

 

(a)Excludes thenon-current allowance for uncollectible accounts related to PECO’s installment plan receivables of $23 million, $8 million, and $8 million for the years ended December 31, 2016, 2015, and 2014, respectively.
(b)Primarily charges for late payments and non-service receivables.payments.
(b)(c)Write-off of individual accounts receivable.

PECO EnergyBaltimore Gas and Electric Company and Subsidiary Companies

Schedule II – Valuation and Qualifying Accounts

PECOBGE

1.

  

Financial Statements:

  

Report of Independent Registered Public Accounting Firm dated February 13, 20152017 of PricewaterhouseCoopers LLP

  

Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2014, 20132016, 2015 and 20122014

  

Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 20132016, 2015 and 20122014

  

Consolidated Balance Sheets at December 31, 20142016 and 20132015

  

Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2014, 20132016, 2015 and 20122014

  

Notes to Consolidated Financial Statements

2.

  

Financial Statement Schedules:

  

Schedule II – Valuation and Qualifying Accounts

  

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

PECO EnergyBaltimore Gas and Electric Company and Subsidiary Companies

Schedule II – Valuation and Qualifying Accounts

 

Column A

  Column B   Column C Column D Column E   Column B   Column C Column D Column E 
      Additions and adjustments           Additions and adjustments     

Description

  Balance at
Beginning
of Period
   Charged to
Costs and
Expenses
   Charged
to Other
Accounts
 Deductions Balance at
End
of Period
   Balance at
Beginning
of Period
   Charged to
Costs and
Expenses
   Charged
to Other
Accounts
 Deductions Balance at
End
of Period
 
  (in millions)   (in millions) 

For the year ended December 31, 2014

        

For the year ended December 31, 2016

        

Allowance for uncollectible accounts (a)

  $107    $52    $11(b)  $70(c)  $100  

Allowance for uncollectible accounts

  $49    $1    $9(b)  $27(a)  $32  

Deferred tax valuation allowance

   1     —       —      —     1  

Reserve for obsolete materials

   1     —       —      —      1     —       —       —      —      —    

For the year ended December 31, 2013

        

For the year ended December 31, 2015

        

Allowance for uncollectible accounts (a)

  $99    $61    $7(b)  $60(c)  $107  

Allowance for uncollectible accounts

  $67    $15    $—  (b)  $33(a)  $49  

Deferred tax valuation allowance

   1     —       —      —     1  

Reserve for obsolete materials

   1     —       —      —      1     —       —       —      —      —    

For the year ended December 31, 2012

        

For the year ended December 31, 2014

        

Allowance for uncollectible accounts (a)

  $92    $60    $8(b)  $61(c)  $99  

Allowance for uncollectible accounts

  $46    $64    $17(b)  $60(a)  $67  

Deferred tax valuation allowance

   1     —       —      —     1  

Reserve for obsolete materials

   1     —       —      —      1     1     —       —     1    —    

 

(a)Excludes the non-current allowance for uncollectibleWrite-off of individual accounts related to PECO’s installment plan receivables of $8 million, $9 million, and $8 million for the years ended December 31, 2014, 2013, and 2012, respectively.receivable.
(b)Primarily charges for late payments.
(c)Write-off of individual accounts receivable.

Baltimore Gas and Electric CompanyPepco Holdings LLC and Subsidiary Companies

Schedule II – Valuation and Qualifying Accounts

BGEPHI

1.

  

Successor Company Financial Statements:

  

Report of Independent Registered Public Accounting Firm dated February 13, 20152017 of PricewaterhouseCoopers LLP

Consolidated Statement of Operations and Comprehensive Income for the Periods March 24, 2016 to December 31, 2016

Consolidated Statement of Cash Flows for the Periods March 24, 2016 to December 31, 2016

Consolidated Balance Sheet at December 31, 2016

Consolidated Statement of Changes in Equity for the Periods March 24, 2016 to December 31, 2016

Notes to Consolidated Financial Statements

Predecessor Company Financial Statements:

Report of Independent Registered Public Accounting Firm date February 13, 2017 of PricewaterhouseCoopers LLP

  

Consolidated Statements of Operations and Comprehensive Income for the Period January 1, 2016 to March 23, 2016 and the Years Ended December 31, 2014, 20132015 and 20122014

  

Consolidated Statements of Cash Flows for the Period January 1, 2016 to March 23, 2016 and for the Years Ended December 31, 2015 and 2014 2013 and 2012(Predecessor)

  

Consolidated Balance SheetsSheet at December 31, 2014 and 20132015

  

Consolidated Statements of Changes in Shareholders’Equity for the Period January 1, 2016 to March 23, 2016 and for the Years Ended December 31, 2015 and 2014

Notes to Consolidated Financial Statements

2.

Successor Financial Statement Schedules:

Schedule II – Valuation and Qualifying Accounts—For the Period March 24, 2016 to December 31, 2016

Predecessor Financial Statement Schedules:

Schedule II – Valuation and Qualifying Accounts—For the Period January 1, 2016 to March 23, 2016 and For the Years Ended December 31, 2015 and 2014

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

Pepco Holdings LLC 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) 

March 24, 2016 to December 31, 2016(Successor)

     

Allowance for uncollectible accounts

 $52   $65   $5(a)  $42(b)  $80  

Deferred tax valuation allowance

  63    —      (53  —      10  

Reserve for obsolete materials

  —      1    —      (1  2  

January 1, 2016 to March 23, 2016 (Predecessor)

     

Allowance for uncollectible accounts

 $56   $16   $2(a)  $22(b)  $52  

Deferred tax valuation allowance

  63    —      —      —      63  

Reserve for obsolete materials

  —      —      —      —      —    

For the Year Ended December 31, 2015(Predecessor)

     

Allowance for uncollectible accounts

 $40   $59   $5(a)  $48(b)  $56  

Deferred tax valuation allowance

  61    —      2    —      63  

Reserve for obsolete materials

  —      —      —      —      —    

For the Year Ended December 31, 2014(Predecessor)

     

Allowance for uncollectible accounts

 $38   $46   $9(a)  $53(b)  $40  

Deferred tax valuation allowance

  21    —      40    —      61  

Reserve for obsolete materials

  —      —      —      —      —    

(a)Primarily charges for late payments.
(b)Write-off of individual accounts receivable.

Potomac Electric Power Company

Pepco

1.Financial Statements:

Report of Independent Registered Public Accounting Firm dated February 13, 2017 of PricewaterhouseCoopers LLP

Statements of Operations and Comprehensive Income for the Years Ended December 31, 2016, 2015 and 2014

Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014

Balance Sheets at December 31, 2016 and 2015

Statements of Changes in Shareholder’s Equity for the Years Ended December 31, 2014, 20132016, 2015 and 20122014

Notes to Consolidated Financial Statements

2.

Financial Statement Schedules:

Schedule II – Valuation and Qualifying Accounts

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

Potomac Electric Power Company

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, 2016

        

Allowance for uncollectible accounts

  $17    $29    $3(a)  $20(b)  $29  

Deferred tax valuation allowance

   —       —       —      —      —    

Reserve for obsolete materials

   —       3     —      2    1  

For the year ended December 31, 2015

        

Allowance for uncollectible accounts

  $16    $20    $1(a)  $20(b)  $17  

Deferred tax valuation allowance

   —       —       —      —      —    

Reserve for obsolete materials

   —       —       —      —      —    

For the year ended December 31, 2014

        

Allowance for uncollectible accounts

  $16    $17    $2(a)  $19(b)  $16  

Deferred tax valuation allowance

   —       —       —      —      —    

Reserve for obsolete materials

   —       —       —      —      —    

(a)Primarily charges for late payments.
(b)Write-off of individual accounts receivable.

Delmarva Power & Light Company

DPL

1.

Financial Statements:

Report of Independent Registered Public Accounting Firm dated February 13, 2017 of PricewaterhouseCoopers LLP

Statements of Operations and Comprehensive Income for the Years Ended December 31, 2016, 2015 and 2014

Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014

Balance Sheets at December 31, 2016 and 2015

Statements of Changes in Shareholder’s Equity for the Years Ended December 31, 2016, 2015 and 2014

  

Notes to Consolidated Financial Statements

2.

  

Financial Statement Schedules:

  

Schedule II – Valuation and Qualifying Accounts

  

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

Baltimore Gas and ElectricDelmarva Power & Light Company and Subsidiary Companies

Schedule II – Valuation and Qualifying Accounts

 

Column A

  Column B   Column C Column D Column E   Column B   Column C Column D Column E 
      Additions and adjustments           Additions and adjustments     

Description

  Balance at
Beginning
of Period
   Charged to
Costs and
Expenses
   Charged
to Other
Accounts
 Deductions Balance at
End
of Period
   Balance at
Beginning
of Period
   Charged to
Costs and
Expenses
   Charged
to Other
Accounts
 Deductions Balance at
End
of Period
 
  (in millions)   (in millions) 

For the year ended December 31, 2016

        

Allowance for uncollectible accounts

  $17    $23    $2(a)  $18(b)  $24  

Deferred tax valuation allowance

   —       —       —      —      —    

Reserve for obsolete materials

   —       1     —     1    —    

For the year ended December 31, 2015

        

Allowance for uncollectible accounts

  $11    $20    $2(a)  $16(b)  $17  

Deferred tax valuation allowance

   —       —       —      —      —    

Reserve for obsolete materials

   —       —       —      —      —    

For the year ended December 31, 2014

                

Allowance for uncollectible accounts

  $46    $64    $17(b)  $60(a)  $67    $12    $13    $4(a)  $18(b)  $11  

Deferred tax valuation allowance

   1     —       —      —      1     —       —       —      —      —    

Reserve for obsolete materials

   1     —       —      1    —       —       —       —      —      —    

For the year ended December 31, 2013

        

Allowance for uncollectible accounts

  $40    $43    $1   $38(a)  $46  

Deferred tax valuation allowance

   1     —       —      —      1  

Reserve for obsolete materials

   1     —       —      —      1  

For the year ended December 31, 2012

        

Allowance for uncollectible accounts

  $38    $45    $—     $43(a)  $40  

Deferred tax valuation allowance

   —       1     —      —      1  

Reserve for obsolete materials

   —       1     —      —      1  

 

(a)Write-off of individual accounts receivable.
(b)Primarily charges for late payments.
(b)Write-off of individual accounts receivable.

Atlantic City Electric Company and Subsidiary Company

ACE

1.

Financial Statements:

Report of Independent Registered Public Accounting Firm dated February 13, 2017 of PricewaterhouseCoopers LLP

Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2016, 2015 and 2014

Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014

Consolidated Balance Sheets at December 31, 2016 and 2015

Consolidated Statements of Changes in Shareholder’s Equity for the Years Ended December 31, 2016, 2015 and 2014

Notes to Consolidated Financial Statements

2.

Financial Statement Schedules:

Schedule II – Valuation and Qualifying Accounts

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

Atlantic City Electric Company and Subsidiary Company

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, 2016

        

Allowance for uncollectible accounts

  $17    $32    $2(a)  $24(b)  $27  

Deferred tax valuation allowance

   —       —       —      —      —    

Reserve for obsolete materials

   —       1     —      —      1  

For the year ended December 31, 2015

        

Allowance for uncollectible accounts

  $9    $18    $2(a)  $12(b)  $17  

Deferred tax valuation allowance

   —       —       —      —      —    

Reserve for obsolete materials

   —       —       —      —      —    

For the year ended December 31, 2014

        

Allowance for uncollectible accounts

  $10    $12    $3(a)  $16(b)  $9  

Deferred tax valuation allowance

   —       —       —      —      —    

Reserve for obsolete materials

   —       —       —      —      —    

(a)Primarily charges for late payments.
(b)Write-off of individual accounts receivable.

Exhibits required by Item 601 of RegulationS-K:

Certain of the following exhibits are incorporated herein by reference under Rule12b-32 of the Securities and Exchange Act of 1934, as amended. Certain other instruments which would otherwise be required to be listed below have not been so listed because such instruments do not authorize securities in an amount which exceeds 10% of the total assets of the applicable registrant and its subsidiaries on a consolidated basis and the relevant registrant agrees to furnish a copy of any such instrument to the Commission upon request.

 

Exhibit No.

  

Description

2-1  Agreement and Plan of Merger dated as of April 28, 2011 by and among Exelon Corporation, Bolt Acquisition Corporation and Constellation Energy Group, Inc. (FileNo. 001-16169, Form8-K dated April 28, 2011, ExhibitNo. 2-1).
2-2  Distribution and Assignment Agreement, dated as of March 12, 2012, by and among Exelon Corporation, Constellation Energy Group, Inc. and RF HoldCo LLC (FileNo. 001-16169, Form8-K dated March 14, 2012, ExhibitNo. 2-3).
2-3  Contribution and Assignment Agreement, dated as of March 12, 2012, by and among Exelon Corporation, Exelon Energy Delivery Company, LLC and RF HoldCo LLC (FileNo. 001-16169, Form8-K dated March 14, 2012, ExhibitNo. 2-4).
2-4  Contribution Agreement, dated as of March 12, 2012, by and among Exelon Corporation, Exelon Ventures Company, LLC and Exelon Generation Company, LLC (FileNo. 001-16169, Form8-K dated March 14, 2012, ExhibitNo. 2-5).
2-5  Purchase Agreement dated as of August 8, 2012 by and between Constellation Power Source Generation, Inc. and Raven Power Holdings, LLC. (FileNo. 333-85496,Form 10-Q for the quarter ended September 30, 2012, Exhibit2-1).
2-6  Master Agreement, dated as of October 26, 2010, by and between Electricite de France, S.A. and Constellation Energy Group, Inc. (Designated as Exhibit No. 2.1 to the Current Report on Form8-K dated November 1, 2010, filed by Constellation Energy Group, Inc., FileNo. 1-12869).
2-7  Put Termination Agreement dated as of November 3, 2010, by and among EDF Inc. (formerly known as EDF Development, Inc.), E.D.F. International S.A., Constellation Nuclear, LLC, and Constellation Energy Nuclear Group, LLC. (Designated as Exhibit No. 2.1 to the Current Report on Form8-K dated November 8, 2010, filed by Constellation Energy Group, Inc., FileNo. 1-12869).
2-8  Contribution Agreement, dated as of February 4, 2010, by and among Constellation Energy Group, Inc., Baltimore Gas and Electric Company and RF HoldCo LLC. (Designated as Exhibit No. 99.2 to the Current Report on Form8-K dated February 4, 2010, filed by Constellation Energy Group, Inc., File Nos.1-12869 and1-1910).
2-9  Purchase Agreement, dated as of February 4, 2010, by and between RF HoldCo LLC and GSS Holdings (Baltimore Gas and Electric Company Utility), Inc. (Designated as Exhibit No. 99.3 to the Current Report on Form8-K dated February 4, 2010, filed by Constellation Energy Group, Inc., File Nos.1-12869 and1-1910).
2-10-1  Agreement and Plan of Merger, dated as of April 29, 2014, by and among Exelon Corporation, Pepco Holdings, Inc. and Purple Acquisition Corp. (FileNo. 001-16169, Form8-K dated April 30, 2014, Exhibit 2.1).

Exhibit No.

Description

2-10-2  Amended and Restated Agreement and Plan of Merger, dated as of July 18, 2014, among Pepco Holdings, Inc., Exelon Corporation and Purple Acquisition Corp. (FileNo. 001-16169, Form8-K dated July 21, 2014, Exhibit 2.1).

Exhibit No.

Description

2-10-3  Subscription Agreement for Series A Non-Voting Non-ConvertibleNon-VotingNon-Convertible Preferred Stock, dated as of April 29, 2014, by and between Pepco Holdings, Inc. and Exelon Corporation (FileNo. 001-16169, Form8-K dated April 30, 2014, Exhibit 2.2).
2-10-4Letter Agreement, dated March 7, 2016, among Pepco Holdings, Inc., Exelon Corporation and Purple Acquisition Corp. (FileNo. 001-31403, Form8-K dated March 7, 2016, Exhibit 2)
3-1  Amended and Restated Articles of Incorporation of Exelon Corporation, as amended May 8, 2007 (FileNo. 001-16169, Form10-Q for the quarter ended September 30, 2008, Exhibit3-1-2).
3-2  Exelon Corporation Amended and Restated Bylaws, effective as of March 12, 2012amended on April 26, 2016 (FileNo. 001-16169, Form8-K dated March 14, 2012,April 29, 2016, Exhibit 3-1)4.1).
3-3  Certificate of Formation of Exelon Generation Company, LLC (Registration StatementNo. 333-85496, FormS-4,Exhibit 3-1).
3-4  First Amended and Restated Operating Agreement of Exelon Generation Company, LLC executed as of January 1, 2001 (FileNo. 333-85496, 2003 Form10-K, Exhibit3-8).
3-5  Restated Articles of Incorporation of Commonwealth Edison Company Effective February 20, 1985, including Statements of Resolution Establishing Series, relating to the establishment of three new series of Commonwealth Edison Company preference stock known as the “$9.00 Cumulative Preference Stock,” the “$6.875 Cumulative Preference Stock” and the “$2.425 Cumulative Preference Stock” (FileNo. 1-1839, 1994 Form10-K, Exhibit3-2).
3-6  Commonwealth Edison Company Amended and RestatedBy-Laws, Effective January 23, 2006 As Further Amended January 28, 2008 and July 27, 2009. (FileNo. 001-1839, Form8-K dated July 27, 2009, Exhibit 3.1).
3-7  Amended and Restated Articles of Incorporation of PECO Energy Company (FileNo. 1-01401, 2000 Form10-K, Exhibit3-3).
3-8  PECO Energy Company Amended Bylaws (File000-16844, Form8-K dated May 6, 2009, Exhibit 99.1).
3-9  Articles of Amendment to the Charter of Baltimore Gas and Electric Company as of February 2, 2010. (Designated as Exhibit No. 3.1 to the Current Report on Form8-K dated February 4, 2010, filed by Baltimore Gas and Electric Company, FileNo. 1-1910).
3-10  Articles of Restatement to the Charter of Baltimore Gas and Electric Company, restated as of August 16, 1996. (Designated as Exhibit No. 3 to the Quarterly Report onForm 10-Q for the quarter ended September 30, 1996, filed by Baltimore Gas and Electric Company, FileNo. 1-1910).
3-11  Bylaws of Baltimore Gas and Electric Company, as amended and restated as of May 10, 2012. (FileNo. 1-16169, 2013 Form10-K, Exhibit3-11).
3-12  Operating Agreement, dated as of February 4, 2010, by and among RF HoldCo LLC, Constellation Energy Group, Inc. and GSS Holdings (BGE Utility), Inc. (Designated as Exhibit No. 99.1 to the Current Report on Form8-K dated February 4, 2010, filed by Baltimore Gas and Electric Company, File Nos.1-12869 and1-1910).
3-13Certificate of Conversion of Pepco Holdings LLC, dated March 23, 2016 (FileNo. 001-31403, Form8-K dated March 24, 2016, Exhibit 3.1)
3-14Certificate of Formation of Pepco Holdings LLC, dated March 23, 2016 (FileNo. 001-31403, Form8-K dated March 24, 2016, Exhibit 3.2)

Exhibit No.

Description

3-15Limited Liability Company Agreement of Pepco Holdings LLC, dated March 23, 2016 (FileNo. 001-31403, Form8-K dated March 24, 2016, Exhibit 3.3)
3-16Potomac Electric Power Company Restated Articles of Incorporation and 1-1910).Articles of Restatement of (as filed in the District of Columbia) (FileNo. 001-31403, Form10-Q dated May 5, 2006, Exhibit 3.1)
3-17Potomac Electric Power Company Restated Articles of Incorporation and Articles of Restatement of (as filed in Virginia) (FileNo. 001-01072, Form10-Q dated November 4, 2011, Exhibit 3.3)
3-18Delmarva Power & Light Company Articles of Restatement of Certificate and Articles of Incorporation (filed in Delaware and Virginia 02/22/07) (FileNo. 001-01405, Form10-K dated March 1, 2007, Exhibit 3.3)
3-19Atlantic City Electric Company Restated Certificate of Incorporation (filed in New Jersey on August 9, 2002) (FileNo. 001-03559, Amendment No. 1 to Form U5B dated February 13, 2003, Exhibit B.8.1)
3-20Bylaws of Potomac Electric Power Company (FileNo. 001-01072, Form10-Q dated May 5, 2006, Exhibit 3.2)
3-21Bylaws of Delmarva Power & Light Company (FileNo. 001-01405, Form10-Q dated May 9, 2005, Exhibit 3.2.1)
3-22Bylaws of Atlantic City Electric Company (FileNo. 001-03559, Form10-Q dated May 9, 2005, Exhibit 3.2.2)
4-1  First and Refunding Mortgage dated May 1, 1923 between The Counties Gas and Electric Company (predecessor to PECO Energy Company) and Fidelity Trust Company, Trustee (U.S. Bank National Association, as current successor trustee), (RegistrationNo. 2-2281,Exhibit B-1).

Exhibit No.

Description

4-1-2  

Reserved.

4-1-3  

Supplemental Indentures to PECO Energy Company’s First and Refunding Mortgage:

  

Dated as of

  

File Reference

  

Exhibit No.

  

May 1, 1927

2-2881B-1(c)
March 1, 19372-2881B-1(g)
December 1, 19412-4863B-1(h)
November 1, 19442-5472B-1(i)
December 1, 19462-68217-1(j)
September 1, 19572-135622(b)-17
May 1, 19582-140202(b)-18
March 1, 19682-340512(b)-24
March 1, 19812-728024-46
March 1, 19812-728024-47
December 1, 19841-01401, 1984 Form10-K4-2(b)
March 1, 19931-01401, 1992 Form10-K4(e)-86
May 1, 19931-01401, March 31, 1993 Form10-Q4(e)-88
May 1, 19931-01401, March 31, 1993 Form10-Q4(e)-89

Dated as of

  

2-2881File Reference

  

B-1(c)Exhibit No.

  

March 1, 1937

April 15, 2004
  

2-2881

0-6844, September 30, 2004 Form10-Q
  

B-1(g)

4-1-1
  

December 1, 1941

September 15, 2006
  

2-4863

000-16844, Form8-K dated September 25, 2006
  

B-1(h)

4.1
  

NovemberMarch 1, 1944

2007
  

2-5472

000-16844,Form 8-K dated March 19, 2007
  

B-1(i)

4.1
  

December 1, 1946

March 15, 2009
  

2-6821

000-16844, Form8-K dated March 26, 2009
  

7-1(j)

4.1
  

September 1, 1957

2012
  

2-13562

000-16844, Form8-K dated September 17, 2012
  

2(b)-17

4.1
  

May 1, 1958

September 15, 2013
  

2-14020

000-16844, Form8-K dated September 23, 2013
  

2(b)-18

4.1
  

March 1, 1968

September 15, 2013
  

2-34051

000-16844,Form 8-K dated September 23, 2013
  

2(b)-24

4.1
  

MarchSeptember 1, 1981

2014
  

2-72802

000-16169, Form8-K dated September 15, 2014
  

4-46

4.1
  

March 1, 1981

September 15, 2015
  

2-72802

000-16844, Form8-K dated October 5, 2015
  

4-47

4.1
  

DecemberSeptember 1, 1984

1-01401, 1984 Form 10-K

4-2(b)

March 1, 1993

1-01401, 1992 Form 10-K

4(e)-86

May 1, 1993

1-01401, March 31, 1993 Form 10-Q2016  
000-16844,

4(e)-88

Form8-K dated September 21, 2016  

May 1, 1993

1-01401, March 31, 1993 Form 10-Q

4(e)-89

April 15, 2004

0-6844, September 30, 2004 Form 10-Q


4-1-1

September 15, 2006

000-16844, Form 8-K dated September 25, 2006

4.1

March 1, 2007

000-16844, Form 8-K dated March 19, 2007

4.1

March 15, 2009

000-16844, Form 8-K dated March 26, 2009

4.1

September 1, 2012

000-16844, Form 8-K dated September 17, 2012

4.1

September 15, 2013

000-16844, Form 8-K dated September 23, 2013

4.1

September 15, 2013

000-16844, Form 8-K dated September 23, 2013

4.1

September 1, 2014

000-16169, Form 8-K dated September 15, 2014

4.1

4-2  Exelon Corporation Direct Stock Purchase Plan (Registration StatementNo. 333-183751,333-206474, FormS-3, Prospectus).

Exhibit No.

Description

4-3  Mortgage of Commonwealth Edison Company to Illinois Merchants Trust Company, Trustee (BNY Mellon Trust Company of Illinois, as current successor Trustee), dated July 1, 1923, as supplemented and amended by Supplemental Indenture thereto dated August 1, 1944. (RegistrationNo. 2-60201, FormS-7, Exhibit2-1).
4-3-1  

Supplemental Indentures to Commonwealth Edison Company Mortgage.

  

Dated as of

  

File Reference

  

Exhibit No.

  

August 1, 1946

  

2-60201, FormS-7

  

2-1

  

April 1, 1953

  

2-60201, FormS-7

  

2-1

  

March 31, 1967

  

2-60201, FormS-7

  

2-1

  

April 1, 1967

  

2-60201, FormS-7

  

2-1

  

February 28, 1969

  

2-60201, FormS-7

  

2-1

  

May 29, 1970

  

2-60201, FormS-7

  

2-1

  

June 1, 1971

  

2-60201, FormS-7

  

2-1

  

April 1, 1972

  

2-60201, FormS-7

  

2-1

  

May 31, 1972

  

2-60201, FormS-7

  

2-1

  

June 15, 1973

  

2-60201, FormS-7

  

2-1

  

May 31, 1974

  

2-60201, FormS-7

  

2-1

  

June 13, 1975

  

2-60201, FormS-7

  

2-1

  

May 28, 1976

  

2-60201, FormS-7

  

2-1

Dated as of

File Reference

Exhibit No.

  

June 3, 1977

  

2-60201, FormS-7

  

2-1

  

May 17, 1978

  

2-99665, FormS-3

  

4-3

  

August 31, 1978

  

2-99665, FormS-3

  

4-3

  

June 18, 1979

  

2-99665, FormS-3

  

4-3

  

June 20, 1980

  

2-99665, FormS-3

  

4-3

  

April 16, 1981

  

2-99665, FormS-3

  

4-3

  

April 30, 1982

  

2-99665, FormS-3

  

4-3

  

April 15, 1983

  

2-99665, FormS-3

  

4-3

  

April 13, 1984

  

2-99665, FormS-3

  

4-3

  

April 15, 1985

  

2-99665, FormS-3

  

4-3

  

April 15, 1986

  

33-6879, FormS-3

  

4-9

  January 13, 2003

001-01839, Form8-K dated

January 15, 199422, 2003

  

1-1839, 1993 Form 10-K

4-15

4-4
  

January 13, 2003

1-1839, Form 8-K dated

JanuaryFebruary 22, 2003

2006
  
001-01839,

4-4

Form8-K dated March 6, 2006
4.1
  

March 14, 2003

1-1839, Form 8-K dated

April 7, 2003

August 1, 2006
  
001-01839,

4-4

Form8-K dated August 28, 2006
4.1
  

February 22, 2006

1-1839, Form 8-K dated March 6,September 15, 2006  
001-01839,

Form8-K dated October 2, 2006

4.1

  

AugustMarch 1, 2006

1-1839, Form 8-K dated August 28, 20062007  
001-01839,Form 8-K

4.1

Exhibit No.

dated March 23, 2007
  

Description

Dated as of

File Reference

Exhibit No.

4.1

September 15, 2006

1-1839, Form 8-K dated October 2, 2006August 30, 2007  
001-01839,

Form8-K dated September 10, 2007

4.1

March 1, 2007

1-1839, Form 8-K dated March 23,December 20, 2007  
001-01839,

Form8-K dated January 16, 2008

4.1

August 30, 2007

1-1839, Form 8-K dated SeptemberMarch 10, 20072008  
001-01839,

Form8-K dated March 27, 2008

4.1

December 20, 2007

1-1839, Form 8-K dated January 16, 2008July 12, 2010  
001-01839,

Form8-K dated August 2, 2010

4.1

March 10, 2008

1-1839, Form 8-K dated March 27, 2008August 22, 2011  
001-01839,

Form8-K dated September 7, 2011

4.1

July 12, 2010

001-01839, Form 8-K dated August 2, 2010September 17, 2012  
001-01839,

Form8-K dated October 1, 2012

4.1

January 4, 2011

001-01839, Form 8-K dated January 18, 2011August 1, 2013  
001-01839,

Form8-K dated August 19, 2013

4.1

August 22, 2011

001-01839, Form 8-K dated September 7, 2011January 2, 2014  
001-01839,

Form8-K dated January 10, 2014

4.1

September 17, 2012

001-01839, Form 8-K dated October 1, 201228, 2014  
001-01839,

Form8-K dated November 10, 2014

4.1

August 1, 2013

001-01839, Form 8-K dated August 19, 2013February 18, 2015  
001-01839,

Form8-K dated March 2, 2015

4.1

January 2, 2014

001-01839, Form 8-K dated January 10, 2014November 4, 2015  
001-01839,

Form8-K dated November 19, 2015

4.1

October 28, 2014

001-1839, Form 8-K dated November 10, 2014June 15, 2016  
001-01839,

Form8-K dated June 27, 2016

4.1

4-3-2

Exhibit No.

  

Description

4-3-2  Instrument of Resignation, Appointment and Acceptance dated as of February 20, 2002, under the provisions of the Mortgage of Commonwealth Edison Company dated July 1, 1923, and Indentures Supplemental thereto, regarding corporate trustee (FileNo. 1-1839, 2001 Form10-K, Exhibit4-4-2).
4-3-3  Instrument dated as of January 31, 1996, under the provisions of the Mortgage of Commonwealth Edison Company dated July 1, 1923 and Indentures Supplemental thereto, regarding individual trustee (FileNo. 1-1839, 1995 Form10-K, Exhibit4-29).
4-4  Indenture dated as of September 1, 1987 between Commonwealth Edison Company and Citibank, N.A. (U.S. Bank National Association, as current successor trustee), Trustee relating to Notes (RegistrationNo. 33-20619, FormS-3, Exhibit4-13).
4-5  Indenture dated December 19, 2003 between Exelon Generation Company, LLC and U.S. Bank National Association (FileNo. 333-85496, 2003 Form10-K, Exhibit4-6).
4-6  Indenture to Subordinated Debt Securities dated as of June 24, 2003 between PECO Energy Company, as Issuer, and U.S. Bank National Association, as Trustee (FileNo. 0-16844, June 30, 2003 Form10-Q, Exhibit 4.1).
4-7  Form of 4.25% Senior Note due 2022 issued by Exelon Generation Company, LLC. (File333-85496, Form8-K dated June 18, 2012, Exhibit 4.1).
4-8  Form of 5.60% Senior Note due 2042 issued by Exelon Generation Company, LLC. (File333-85496, Form8-K dated June 18, 2012, Exhibit 4.2).

Exhibit No.

Description

4-9  Form of 2.80% Senior Note due 2022 issued by Baltimore Gas and Electric Company. (File1-1910, Form8-K dated August 17, 2012, Exhibit 4.1).
4-10  Form of 3.35% Senior Note due 2023 Baltimore Gas and Electric Company. (File1-1910, Form8-K dated June 17, 2013, Exhibit 4.1).
4-11  Form of 6.000% Senior Secured Notes due 2033 issued by Exelon Generation Company, LLC (FileNo. 333-85496, Form8-K dated September 30, 2013, Exhibit No. 4.2).
4-12  Preferred Securities Guarantee Agreement between PECO Energy Company, as Guarantor, and U.S. Bank National Association, as Trustee, dated as of June 24, 2003 (FileNo. 0-16844, June 30, 2003 Form10-Q, Exhibit 4.2).
4-13  PECO Energy Capital Trust IV Amended and Restated Declaration of Trust among PECO Energy Company, as Sponsor, U.S. Bank Trust National Association, as Delaware Trustee and Property Trustee, and J. Barry Mitchell, George R. Shicora and Charles S. Walls as Administrative Trustees dated as of June 24, 2003 (FileNo. 0-16844, June 30, 2003 Form10-Q, Exhibit 4.3).
4-14  Indenture dated May 1, 2001 between Exelon Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee (FileNo. 1-16169, June 30, 2005 Form10-Q,Exhibit 4-10).
4-15Form of $800,000,000 4.90% senior notes due 2015 dated June 9, 2005 issued by Exelon Corporation (File No. 1-16169, Form 8-K dated June 9, 2005, Exhibit 99.2).
4-16  Form of $500,000,000 5.625% senior notes due 2035 dated June 9, 2005 issued by Exelon Corporation (FileNo. 1-16169, Form8-K dated June 9, 2005, Exhibit 99.3).
4-174-16  Indenture dated as of September 28, 2007 from Exelon Generation Company, LLC to U.S. Bank National Association, as trustee (File333-85496, Form8-K dated September 28, 2007, Exhibit 4.1).
4-184-17  Form of 5.20% Exelon Generation Company, LLC Senior Note due 2019 (File333-85496, Form8-K dated September 23, 2009, Exhibit 4.1).
4-194-18  

Form of 6.25% Exelon Generation Company, LLC Senior Note due 2039 (File

333-85496, Form8-K dated September 23, 2009, Exhibit 4.2).

4-20

Exhibit No.

  

Description

4-19Form of 4.00% Exelon Generation Company, LLC Senior Note due 2020 (FileNo.

333-85496, Form8-K dated September 30, 2010, Exhibit 4.1).

4-214-20  

Form of 5.75% Exelon Generation Company, LLC Senior Note due 2041 (FileNo.

333-85496, Form8-K dated September 30, 2010, Exhibit 4.2).

4-224-21  Indenture between Constellation Energy Group, Inc. and the Bank of New York, Trustee dated as of March 24, 1999. (Designated as Exhibit No. 4(a) to the Registration Statement on FormS-3 dated March 29, 1999, filed by Constellation Energy Group, Inc., FileNo. 333-75217.)
4-234-22  First Supplemental Indenture between Constellation Energy Group, Inc. and the Bank of New York, Trustee dated as of January 24, 2003. (Designated as Exhibit No. 4(b) to the Registration Statement on FormS-3 dated January 24, 2003, filed by Constellation Energy Group, Inc., FileNo. 333-102723).
4-244-23  Indenture dated as of July 24, 2006 between Constellation Energy Group, Inc. and Deutsche Bank Trust Company Americas, as trustee. (Designated as Exhibit No. 4(a) to the Registration Statement on FormS-3 filed July 24, 2006, filed by Constellation Energy Group, Inc., FileNo. 333-135991).

Exhibit No.

Description

4-254-24  First Supplemental Indenture between Constellation Energy Group, Inc. and Deutsche Bank Trust Company Americas, as trustee, dated as of June 27, 2008. (Designated as Exhibit 4(a) to the Current Report on Form8-K dated June 30, 2008, filed by Constellation Energy Group, Inc., FileNo. 1-12869).
4-264-25  Indenture dated June 19, 2008 between Constellation Energy Group, Inc. and Deutsche Bank Trust Company Americas, as trustee. (Designated as Exhibit No. 4(a) to the Quarterly Report on Form10-Q for the quarter ended June 30, 2008, filed by Constellation Energy Group, Inc., File Nos.1-12869 and1-1910).
4-274-26  Indenture, dated as of September 30, 2013, among Continental Wind, LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee (FileNo. 333-85496, Form8-K dated September 30, 2013, Exhibit No. 4.1).
4-284-27  

Indenture dated July 1, 1985, between Baltimore Gas and Electric Company and The Bank of New York (Successor to Mercantile-Safe Deposit and Trust Company), Trustee. (Designated as Exhibit 4(a) to the Registration Statement on FormS-3, FileNo.

2-98443); as supplemented by Supplemental Indentures dated as of October 1, 1987 (Designated as Exhibit 4(a) to the Current Report on Form8-K, dated November 13, 1987, FileNo. 1-1910) and as of January 26, 1993 (Designated as Exhibit 4(b) to the Current Report on Form8-K, dated January 29, 1993, filed by Baltimore Gas and Electric Company, FileNo. 1-1910).

4-294-28  Indenture and Security Agreement dated as of July 9, 2009, between Baltimore Gas and Electric Company and Deutsche Bank Trust Company Americas, as trustee (including form of Baltimore Gas and Electric Company Officer’s Certificate and form of Senior Secured Bond) (Designated as Exhibit Nos. 4(u) and 4(u)(1) to Post-Effective Amendment No. 1 to the Registration Statement on FormS-3 dated July 9, 2009, filed by Constellation Energy Group, Inc., File Nos.333-157637 and333-157637-01).
4-304-29  Indenture dated as of July 24, 2006 between Baltimore Gas and Electric Company and Deutsche Bank Trust Company Americas, as trustee. (Designated as Exhibit 4(b) to the Registration Statement on FormS-3 filed July 24, 2006, filed by Constellation Energy Group, Inc., FileNo. 333-135991).

4-31

Exhibit No.

  

Description

4-30Supplemental Indenture No. 1, dated as of October 1, 2009, to the Indenture and Security Agreement dated as of July 9, 2009, between Baltimore Gas and Electric Company and Deutsche Bank Trust Company Americas, as trustee. (Designated as Exhibit No. 4(c) to the Quarterly Report on Form10-Q for the quarter ended September 30, 2009, filed by Constellation Energy Group, Inc., File Nos.1-12869 and

1-1910).

4-324-31  Baltimore Gas and Electric Company Deed of Easement andRight-of-Way Grant dated as of July 9, 2009 (Designated as Exhibit No. 4(u)(2) to Post-Effective Amendment No. 1 to the Registration Statement on FormS-3 dated July 9, 2009, filed by Constellation Energy Group, Inc., File Nos.333-157637 and333-157637-01).
4-334-32  Indenture dated as of June 29, 2007, by and between RSB BondCo LLC and Deutsche Bank Trust Company Americas, as Trustee and Securities Intermediary. (Designated as Exhibit 4.1 to the Current Report on Form8-K dated July 5, 2007, filed by Baltimore Gas and Electric Company, FileNo. 1-1910).
4-344-33  Series Supplement to Indenture dated as of June 29, 2007 by and between RSB BondCo LLC and Deutsche Bank Trust Company Americas, as Trustee and Securities Intermediary (Designated as Exhibit No. 4(b) to the Quarterly Report on Form10-Q for the quarter ended September 30, 2009, filed by Baltimore Gas and Electric Company, File No. 1 1910).

Exhibit No.

Description

4-354-34  Replacement Capital Covenant dated June 27, 2008. (Designated as Exhibit No. 4(b) to the Current Report on Form8-K dated June 30, 2008, filed by Constellation Energy Group, Inc., FileNo. 1-12869).
4-364-35  Amendment to Replacement Capital Covenant, dated as of March 12, 2012, amending the Replacement Capital Covenant, dated as of June 27, 2008 (FileNo. 001-16169, Form8-K dated March 14, 2012, Exhibit No. 99.4).
4-374-36  Officers’ Certificate, dated December 14, 2010, establishing the 5.15% Notes due December 1, 2020 of Constellation Energy Group, Inc., with the form of Notes attached thereto. (Designated as Exhibit No. 4(b)4 (b) to the Current Report on Form8-K dated December 14, 2010, filed by Constellation Energy Group, Inc., FileNo. 1-12869).
4-384-37  

Officers’ Certificate, November 16, 2011, establishing the 3.50% Notes due November 15, 2021 of Baltimore Gas and Electric Company, with the form of Notes attached thereto. (Designated as Exhibit No. 4(b) to the Current Report on Form8-K dated November 16, 2011, filed by Baltimore Gas and Electric Company, FileNo.

1-1910).

4-39-14-38  Indenture, dated as of June 17, 2014, between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee. (FileNo. 001-16169, Form8-K dated June 23, 2014, Exhibit 4.1).
4-39-24-38-1  

First Supplemental Indenture, dated as of June 17, 2014, between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee.(FileNo.

001-16169, Form8-K dated June 23, 2014, Exhibit 4.2).

4-39-34-38-2  Form of 2.50% Notes due 2024 (FileNo. 001-16169, Form8-K dated June 23, 2014, Exhibit 4.1).
4-39-44-38-3  

Purchase Contract and Pledge Agreement, between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary. (FileNo. 001-16169, Form8-K dated

June 23, 2014, Exhibit 4.4).

4-39-5

Exhibit No.

Description

4-38-4  Form of Remarketing Agreement (FileNo. 001-16169, Form8-K dated June 23, 2014, Exhibit 4.5).
4-39-64-38-5  Form of Corporate Unit (FileNo. 001-16169, Form8-K dated June 23, 2014, Exhibit 4.6).
4-39-74-38-6  Form of Treasury Unit (FileNo. 001-16169, Form8-K dated June 23, 2014, Exhibit 4.7).
4-39Indenture, dated as of June 11, 2015, among Exelon Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to Exelon Corporation’s Current Report on Form8-K, filed on June 11, 2015).
4-39-1First Supplemental Indenture, dated as of June 11, 2015, among Exelon Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to Exelon Corporation’s Current Report on Form8-K, filed on June 11, 2015).
4-39-2Second Supplemental Indenture, dated as of December 2, 2015, among Exelon Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to Exelon Corporation’s Current Report on Form8-K, filed on December 2, 2015).
4-39-3Registration Rights Agreement, dated as of December 2, 2015, among Exelon Corporation, Barclays Capital Inc. and Goldman, Sachs & Co. (incorporated herein by reference to Exhibit 1.1 to Exelon Corporation’s Current Report on Form8-K, filed on December 2, 2015).
4-40Form of Conversion Supplemental Indenture, dated March 23, 2016 (FileNo. 001-31403, Form8-K dated March 24, 2016, Exhibit 4.1)
4-41Third Supplemental Indenture, dated as of April 7, 2016, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (FileNo. 001-16169, Form8-K dated April 7, 2016, Exhibit 4.2)
4-42Mortgage and Deed of Trust, dated July 1, 1936, of Potomac Electric Power Company to The Bank of New York Mellon as successor trustee, securing First Mortgage Bonds of Potomac Electric Power Company, and Supplemental Indenture dated July 1, 1936 (FileNo. 2-2232, Registration Statement dated June 19, 1936, ExhibitB-4)
4-42-1Supplemental Indentures to Potomac Electric Power Company Mortgage.

Dated as of

File Reference

Exhibit No.

December 10, 1939Form8-K, 1/3/40B
July 15, 19422-5032, Amendment No 2. To Registration Statement, 8/24/42B-1
October 15, 1947Form8-K , 12/8/47A
December 31, 1948Form10-K, 4/13/49A-2
December 31, 1949Form8-K, 2/8/50(a)-1
February 15, 1951Form8-K, 3/9/51(a)
February 16, 1953Form8-K, 3/5/53(a)-1
March 15, 1954 and March 15, 19552-11627, Registration Statement, 5/2/554-B
March 15, 1956Form10-K, 4/4/56C

Dated as of

File Reference

Exhibit No.

April 1, 19572-13884, Registration Statement, 2/5/584-B
May 1, 19582-14518, Registration Statement, 11/10/582-B
May 1, 19592-15027, Amendment No. 1 to Registration Statement, 5/13/594-B
May 2, 19602-17286, Registration Statement, 11/9/602-B
April 3, 1961Form10-K, 4/24/61A-1
May 1, 19622-21037, Registration Statement, 1/25/632-B
May 1, 19632-21961, Registration Statement, 12/19/634-B
April 23, 19642-22344, Registration Statement, 4/24/642-B
May 3, 19652-24655, Registration Statement, 3/16/662-B
June 1, 1966Form10-K, 4/11/671
April 28, 19672-26356, Post-Effective Amendment No. 1 to Registration Statement, 5/3/672-B
July 3, 19672-28080, Registration Statement, 1/25/682-B
May 1, 19682-31896, Registration Statement, 2/28/692-B
June 16, 19692-36094, Registration Statement, 1/27/702-B
May 15, 19702-38038, Registration Statement, 7/27/702-B
September 1, 19712-45591, Registration Statement, 9/1/722-C
June 17, 1981Amendment No. 1 to Form8-A, 6/18/812
November 1, 1985Form8-A, 11/1/852B
September 16, 198733-18229, Registration Statement, 10/30/874-B
May 1, 198933-29382, Registration Statement, 6/16/894-C
May 21, 1991Form10-K, 3/27/924
May 7, 1992Form10-K, 3/26/934

Dated as of

File Reference

Exhibit No.

September 1, 1992Form10-K, 3/26/934
November 1, 1992Form10-K, 3/26/934
July 1, 199333-49973, Registration Statement, 8/11/934.4
February 10, 1994Form10-K, 3/25/944
February 11, 1994Form10-K, 3/25/944
October 2, 1997001-01072, Form10-K, 3/26/984
November 17, 2003001-01072, Form10-K, 3/11/044.1
March 16, 2004001-01072,Form 8-K, 3/23/044.3
May 24, 2005001-01072, Form8-K, 5/26/054.2
April 1, 2006001-01072, Form8-K, 4/17/064.1
November 13, 2007001-01072, Form8-K, 11/15/074.2
March 24, 2008001-01072, Form8-K, 3/28/084.1
December 3, 2008001-01072, Form8-K, 12/8/084.2
March 28, 2012001-01072, Form8-K, 3/29/124.2
March 11, 2013001-01072, Form8-K, 3/12/134.2
November 14, 2013001-01072, Form8-K, 11/15/134.2
March 11, 2014001-01072, Form8-K, 3/12/144.2
March 9, 2015001-01072, Form8-K, 3/10/154.3

Exhibit No.

Description

4-43Indenture, dated as of July 28, 1989, between Potomac Electric Power Company and The Bank of New York Mellon, Trustee, with respect to Medium-Term Note Program (FileNo. 001-01072, Form8-K dated June 21, 1990, Exhibit 4)
4-44Senior Note Indenture, dated November 17, 2003 between Potomac Electric Power Company and The Bank of New York Mellon (FileNo. 001-01072, Form8-K dated November 21, 2003, Exhibit 4.2)
4-44-1Supplemental Indenture, dated March 3, 2008, to Senior Note Indenture between Potomac Electric Power Company and The Bank of New York Mellon (FileNo. 001-01072, Form8-K dated March 2, 2009, Exhibit 4.3)

Exhibit No.

Description

4-45Mortgage and Deed of Trust of Delaware Power & Light Company to The Bank of New York Mellon (ultimate successor to the New York Trust Company), as trustee, dated as of October 1, 1943, and copies of the First through Sixty-Eighth Supplemental Indentures thereto (FileNo. 33-1763, Registration Statement dated November 27, 1985, Exhibit4-A)
4-45-1Supplemental Indentures to Delmarva Power & Light Company Mortgage.

Dated as of

File Reference

Exhibit No.

January 1, 1986

33-39756, Registration Statement, 4/03/91

4-B

June 1, 1986

33-24955, Registration Statement, 10/13/88

4-B

January 1, 1987

33-24955, Registration Statement, 10/13/88

4-B

September 1, 1987

33-24955, Registration Statement, 10/13/88

4-B

October 1, 1987

33-24955, Registration Statement, 10/13/88

4-B

January 1, 1988

33-24955, Registration Statement, 10/13/88

4-B

December 1, 1988

33-39756, Registration Statement, 4/03/91

4-D

January 1, 1989

33-39756, Registration Statement, 4/03/91

4-E

March 1, 1990

33-39756, Registration Statement, 4/03/91

4-F

January 1, 1991

33-46892, Registration Statement, 4/1/92

4-E

July 1, 1991

33-46892, Registration Statement, 4/1/92

4-F

February 1, 1992

33-49750, Registration Statement, 7/17/92

4

May 1, 1992

33-57652, Registration Statement, 1/29/93

4-G

October 1, 1992

33-63582, Registration Statement, 5/28/93

4-H

January 1, 1993

33-50453, Registration Statement, 10/1/93

99

June 1, 1993

33-53855, Registration Statement, 1/30/95

4-J

July 1, 1993

33-53855, Registration Statement, 1/30/95

4-K

October 1, 1993

33-53855, Registration Statement, 1/30/95

4-L

January 1, 1994

33-53855, Registration Statement, 1/30/95

4-M

Dated as of

File Reference

Exhibit No.

October 1, 1994

33-53855, Registration Statement, 1/30/95

4-N

January 1, 1995

333-00505, Registration Statement, 1/29/96

4-K

June 1, 1995

333-00505, Registration Statement, 1/29/96

4-L

January 1, 1996

333-24059, Registration Statement, 3/27/97

4-L

January 1, 1997

001-01405, Form10-K, 2/24/12

4.4

January 1, 1998

001-01405, Form10-K, 2/24/12

4.4

January 1, 1999

001-01405, Form10-K, 2/24/12

4.4

January 1, 2000

333-145691-02, Post Effective Amendment No. 1 to Registration Statement, 11/18/08

4.24(k)

January 1, 2001

001-01405, Form10-K, 2/24/12

4.4

January 1, 2002

001-01405, Form10-K, 2/24/12

4.4

January 1, 2003

001-01405, Form10-K, 2/24/12

4.4

January 1, 2004

001-01405, Form10-K, 2/24/12

4.4

January 1, 2005

001-01405, Form10-K, 2/24/12

4.4

January 1, 2006

001-01405, Form10-K, 2/24/12

4.4

January 1, 2007

001-01405, Form10-K, 2/24/12

4.4

January 1, 2008

001-01405, Form10-K, 2/24/12

4.4

January 1, 2009

001-01405, Form10-K, 2/24/12

4.4

September 22, 2009

001-01405, Form8-K, 10/1/09

4.4

January 1, 2010

001-01405, Form10-K, 2/25/11

4.4

January 1, 2011

001-01405, Form10-Q, 8/3/11

4.2

Dated as of

File Reference

Exhibit No.

May 2, 2011

001-01405, Form8-K, 6/3/11

4.2

January 1, 2012

001-01405, Form10-Q, 8/7/12

4.3

June 19, 2012

001-01405, Form8-K, 6/20/12

4.2

January 1, 2013

001-01405, Form10-Q, 8/7/13

4.1

November 7, 2013

001-01405, Form8-K, 11/8/13

4.2

January 1, 2014

001-01405, Form10-K, 2/27/15

4.4

June 2, 2014

001-01405, Form8-K, 6/3/14

4.3

January 1, 2015

001-01405, Form10-K, 2/19/16

4.4

May 4, 2015

001-01405, Form8-K, 5/5/15

4.2

January 1, 2016

Filed herewith.

December 5, 2016

001-01405, Form8-K, 12/12/16

4.2

Exhibit No.

Description

4-46Indenture between Delmarva Power & Light Company and The Bank of New York Mellon Trust Company, N.A. (ultimate successor to Manufacturers Hanover Trust Company), as trustee, dated as of November 1, 1988 (FileNo. 33-46892, Registration Statement dated April 1, 1992, Exhibit4-G)
4-47Mortgage and Deed of Trust, dated January 15, 1937, between Atlantic City Electric Company and The Bank of New York Mellon (formerly Irving Trust Company), as trustee (FileNo. 2-66280, Registration Statement dated December 21, 1979, Exhibit 2(a))
4-47-1Supplemental Indentures to Atlantic City Electric Company Mortgage.
Dated as ofFile ReferenceExhibit No.

June 1, 1949

2-66280, Registration Statement, 12/21/79

2(b)

July 1, 1950

2-66280, Registration Statement, 12/21/79

2(b)

November 1, 1950

2-66280, Registration Statement, 12/21/79

2(b)

March 1, 1952

2-66280, Registration Statement, 12/21/79

2(b)

January 1, 1953

2-66280, Registration Statement, 12/21/79

2(b)

March 1, 1954

2-66280, Registration Statement, 12/21/79

2(b)

Dated as ofFile ReferenceExhibit No.

March 1, 1955

2-66280, Registration Statement, 12/21/79

2(b)

January 1, 1957

2-66280, Registration Statement, 12/21/79

2(b)

April 1, 1958

2-66280, Registration Statement, 12/21/79

2(b)

April 1, 1959

2-66280, Registration Statement, 12/21/79

2(b)

March 1, 1961

2-66280, Registration Statement, 12/21/79

2(b)

July 1, 1962

2-66280, Registration Statement, 12/21/79

2(b)

March 1, 1963

2-66280, Registration Statement, 12/21/79

2(b)

February 1, 1966

2-66280, Registration Statement, 12/21/79

2(b)

April 1, 1970

2-66280, Registration Statement, 12/21/79

2(b)

September 1, 1970

2-66280, Registration Statement, 12/21/79

2(b)

May 1, 1971

2-66280, Registration Statement, 12/21/79

2(b)

April 1, 1972

2-66280, Registration Statement, 12/21/79

2(b)

June 1, 1973

2-66280, Registration Statement, 12/21/79

2(b)

January 1, 1975

2-66280, Registration Statement, 12/21/79

2(b)

May 1, 1975

2-66280, Registration Statement, 12/21/79

2(b)

December 1, 1976

2-66280, Registration Statement, 12/21/79

2(b)

January 1, 1980

Form10-K, 3/25/81

4(e)

May 1, 1981

Form10-Q, 8/10/81

4(a)

November 1, 1983

Form10-K, 3/30/84

4(d)

April 15, 1984

Form10-Q, 5/14/84

4(a)

July 15, 1984

Form10-Q, 8/13/84

4(a)

October 1, 1985

Form10-Q, 11/12/85

4

May 1, 1986

Form10-Q, 5/12/86

4

July 15, 1987

Form10-K, 3/28/88

4(d)

October 1, 1989

Form10-Q for quarter ended 9/30/89

4(a)

Dated as ofFile ReferenceExhibit No.

March 1, 1991

Form10-K, 3/28/91

4(d)(1)

May 1, 1992

33-49279, Registration Statement, 1/6/93

4(b)

January 1, 1993

333-108861, Registration Statement, 9/17/03

4.05(hh)

August 1, 1993

Form10-Q, 11/12/93

4(a)

September 1, 1993

Form10-Q, 11/12/93

4(b)

November 1, 1993

Form10-K, 3/29/94

4(c)(1)

June 1, 1994

Form10-Q, 8/14/94

4(a)

October 1, 1994

Form10-Q, 11/14/94

4(a)

November 1, 1994

Form10-K, 3/21/95

4(c)(1)

March 1, 1997

001-03559, Form8-K, 3/24/97

4(b)

April 1, 2004

001-03559, Form8-K, 4/6/04

4.3

August 10, 2004

001-03559,Form 10-Q, 11/8/04

4

March 8, 2006

001-03559, Form 8-K,

3/17/06

4

November 6, 2008

001-03559, Form8-K, 11/10/08

4.2

March 29, 2011

001-03559, Form8-K, 4/1/11

4.2

August 18, 2014

001-03559, Form8-K, 8/19/14

4.2

December 1, 2015

001-03559, Form8-K, 12/2/15

4.2

Exhibit No.

Description

4-48Indenture, dated as of March 1, 1997, between Atlantic City Electric Company and The Bank of New York Mellon, as trustee (FileNo. 001-03559, Form8-K dated March 24, 1997, Exhibit 4.2)
4-49Senior Note Indenture, dated as of April 1, 2004, between Atlantic City Electric Company and The Bank of New York Mellon, as trustee (FileNo. 001-03559, Form8-K dated April 6, 2004, Exhibit 4.2)
4-50Indenture, dated as of December 19, 2002 between Atlantic City Electric Transition Funding LLC and The Bank of New York Mellon, as trustee (FileNo. 333-59558, Form8-K dated December 23, 2002, Exhibit 4.1)
4-512002-1 Series Supplement, dated as of December 19, 2002 between Atlantic City Electric Transition Funding LLC and The Bank of New York Mellon, as trustee (FileNo. 333-59558, Form8-K dated December 23, 2002, Exhibit 4.2)
4-522003-1 Series Supplement, dated as of December 23, 2003 between Atlantic City Electric Transition Funding LLC and The Bank of New York Mellon, as trustee (FileNo. 333-59558, Form8-K dated December 23, 2003, Exhibit 4.2)

Exhibit No.

Description

4-53Indenture, dated September 6, 2002, between Pepco Holdings, Inc. and The Bank of New York Mellon, as trustee (FileNo. 333-100478, Registration Statement on FormS-3 dated October 10, 2002, Exhibit 4.03)
4-54Corporate Commercial Paper Master Note (FileNo. 001-31403, Form10-K dated February 24, 2012, Exhibit 4.13)
4-55Pepco Holdings, Inc. Certificate of Series ANon-VotingNon-Convertible Preferred Stock (FileNo. 001-31403, Form8-k dated April 30, 2014, Exhibit 4.1)
4-56Form of 2.400% notes due 2026 (FileNo. 001-01910, Form8-K dated August 18, 2016, Exhibit 4.1)
4-57Form of 3.500% notes due 2046 (FileNo. 001-01910, Form8-K dated August 18, 2016, Exhibit 4.2)
10-1  Facility Credit Agreement, dated as of February 6, 2014, among ExGen Renewables I Holding, LLC and Barclays Bank PLC (FileNo. 333-85496, Form8-K dated February 12, 2014, Exhibit 10.1).
10-1-1  Credit Agreement, dated as of September 18, 2014, among ExGen Texas Power, LLC, ExGen Texas Power Holdings, LLC, Wolf Hollow I Power, LLC, Colorado Bend I Power, LLC, Laporte Power, LLC, Handley Power, LLC and Mountain Creek Power, LLC, the lenders party thereto from time to time, Bank of America, N.A., as administrative agent and collateral agent, and Wilmington Trust, National Association, as depositary agent. (FileNo. 1-16169, Form8-K dated September 18, 2014, Exhibit 10.1).
10-2  Exelon CorporationNon-Employee Directors’ Deferred Stock Unit Plan (As Amended and Restated Effective January 1, 2011). * (FileNo. 001-16169, 2010Form 10-K, Exhibit 10.1).
10-3  Form of Exelon Corporation Unfunded Deferred Compensation Plan for Directors (as amended and restated Effective March 12, 2012). * (File No. 1-16169, 2015 Form 10-K, Exhibit 10-3)
10-4  Reserved.

Exhibit No.

Description

10-5  Form of Restricted Stock Award Agreement under the Exelon Corporation Long-Term Incentive Plan* (FileNo. 1-16169, 2001 Form10-K, Exhibit10-6-1).
10-6  Forms of Transferable Stock Option Award Agreement under the Exelon Corporation Long-Term Incentive Plan* (FileNo. 1-16169, 2001 Form10-K, Exhibit10-6-2).
10-7  Forms of Stock Option Award Agreement under the Exelon Corporation Long-Term Incentive Plan* (FileNo. 1-16169, 2001 Form10-K, Exhibit10-6-3).
10-8  Unicom Corporation Deferred Compensation Unit Plan, as amended *(File Nos.1-11375 and1-1839, 1995 Form10-K, Exhibit10-12).
10-9  Amendment Number One to the Unicom Corporation Deferred Compensation Unit Plan, as amended January 1, 2008 * (FileNo. 001-16169, 2008 Form10-K, Exhibit 10.16).
10-10  Unicom Corporation Retirement Plan for Directors, as amended *(Registration StatementNo. 333-49780, FormS-8, Exhibit4-12).
10-11  Commonwealth Edison Company Retirement Plan for Directors, as amended *(Registration StatementNo. 333-49780, FormS-8, Exhibit4-13).
10-12  Exelon Corporation Supplemental Management Retirement Plan (As Amended and Restated Effective January 1, 2009) * (FileNo. 001-16169, 2008 Form10-K, Exhibit 10.19).
10-13  PECO Energy Company Supplemental Pension Benefit Plan (As Amended and Restated Effective January 1, 2009) (FileNo. 000-16844, 2008 Form10-K, Exhibit 10.20).

Exhibit No.

Description

10-14  Exelon Corporation Annual Incentive Plan for Senior Executives (As Amended Effective January 1, 2014 * (FileNo. 1-16169, Exelon Proxy Statement dated April 1, 2014, Appendix A).
10-15  

Form of change in control employment agreement for senior executives effective

January 1, 2009 * (FileNo. 001-16169. 2008 Form10-K, Exhibit 10.23).

10-16  Form of change in control employment agreement (amended and restated as of January 1, 2009) * (FileNo. 001-16169, 2008 Form10-K, Exhibit 10.24).
10-17  Exelon Corporation Employee Stock Purchase Plan, as amended and restated effective July 1, 2013. (FileNo. 1-16169, Schedule 14A dated March 14, 2013 Appendix A).
10-18  

Exelon Corporation 2006 Long-Term Incentive Plan (Registration StatementNo.

333-122704, FormS-4, Joint Proxy Statement-Prospectus pursuant to Rule 424(b)(3) filed June 3, 2005, Annex H).

10-19  Form of Stock Option Grant Instrument under the Exelon Corporation 2006 Long-Term Incentive Plan (FileNo. 1-16169, Form8-K filed January 27, 2006, Exhibit 99.2).
10-20  Exelon Corporation Employee Stock Purchase Plan for Unincorporated Subsidiaries (Registration StatementNo. 333-122704, FormS-4, Joint Proxy Statement-Prospectus pursuant to Rule 424(b)(3) filed June 3, 2005, Annex I).
10-21  Exelon Corporation Senior Management Severance Plan (As Amended and Restated Effective April 1, 2013).* (FileNo. 001-16169, 2013 Form10-K, Exhibit 10.21).
10-21-1Exelon Corporation Senior Management Severance Plan (As Amended and Restated Effective November 1, 2015) * (File No. 1-16169, 2015 Form 10-K, Exhibit 10.21).10-21-1)
10-22  

Form of Separation Agreement under Exelon Corporation Senior Management Severance Plan (As Amended and Restated Effective JanuaryNovember 1, 2009)2015) * (File No.

001-16169, 2008 Form 10-K, Exhibit 10.30).

Filed herewith.
10-23  Facility Credit Agreement, dated as of November 4, 2010, among Exelon Generation Company, LLC and UBS AG, Stamford Branch (FileNo. 333-85496, Form8-K dated February 22, 2011, ExhibitNo. 10-1).

Exhibit No.

Description

10-24  Exelon Corporation Executive Death Benefits Plan dated as of January 1, 2003 * (FileNo. 1-16169, 2006 Form10-K, Exhibit10-52).
10-25  First Amendment to Exelon Corporation Executive Death Benefits Plan, Effective January 1, 2006 * (FileNo. 1-16169, 2006 Form10-K, Exhibit10-53).
10-26  Amendment Number One to the Exelon Corporation 2006 Long-Term Incentive Plan, Effective December 4, 2006 (FileNo. 1-16169, 2006 Form10-K, Exhibit10-54).
10-27  Amendment Number Two to the Exelon Corporation 2006 Long-Term Incentive Plan (As Amended and Restated Effective January 28, 2002), Effective December 4, 2006 (FileNo. 1-16169, 2006 Form10-K, Exhibit10-55).
10-28  Exelon Corporation Deferred Compensation Plan (As Amended and Restated Effective January 1, 2005) (FileNo. 1-16169, 2006 Form10-K, Exhibit10-56).
10-29  Exelon Corporation Stock Deferral Plan (As Amended and Restated Effective January 1, 2005) (FileNo. 1-16169, 2006 Form10-K, Exhibit10-57).
10-30  Commonwealth Edison Company Long-Term Incentive Plan, Effective January 1, 2007 (FileNo. 1-16169, March 31, 2007 Form10-Q, Exhibit10-1).
10-31  Amendment Number One to the Exelon Corporation Stock Deferral Plan (As Amended and Restated Effective January 1, 2005) (FileNo. 1-16169, June 30, 2007 Form10-Q, Exhibit10-3).

Exhibit No.

Description

10-32  Restricted stock unit award agreement (File1-16169, Form8-K dated August 31, 2007, Exhibit 99.1).
10-33  Reserved.
10-34  Form of Exelon Corporation 2011 Long-Term Incentive Plan, as amended effective December 18, 2014. * (File No. 1-16169, 2015 Form 10-K, Exhibit 10-34)
10-34-1  Form of Exelon Corporation Long-Term Incentive Program, as amended and restated as of January 1, 2014. * (File No. 1-16169, 2015 Form 10-K, Exhibit 10-34-1)
10-34-2Form of Exelon Corporation Long-Term Incentive Program, as amended and restated as of January 1, 2015. * (File No. 1-16169, 2015 Form 10-K, Exhibit 10-34-2)
10-34-3Amendment Number Two to the Exelon Corporation 2011 Long-Term Incentive Plan (As Amended and Restated Effective January 21, 2014), Effective October 26, 2015. * (File No. 1-16169, 2015 Form 10-K, Exhibit 10-34-3)
10-35  Form of Change in Control Employment Agreement Effective February 10, 2011. * (File1-16169, 2011Form 10-K,Exhibit 10-44).
10-36  Credit Agreement for $500,000,000 dated as of March 23, 2011 between Exelon Corporation and Various Financial Institutions (FileNo. 001-16169, Form8-K dated March 23, 2011, ExhibitNo. 10-2).
10-37  Credit Agreement for $5,300,000,000 dated as of March 23, 2011 between Exelon Generation Company, LLC and Various Financial Institutions (FileNo. 333-85496,Form 8-K dated March 23, 2011, ExhibitNo. 10-3).
10-38  Credit Agreement for $600,000,000 dated as of March 23, 2011 between PECO Energy Company and Various Financial Institutions (FileNo. 000-16844, Form8-K dated March 23, 2011, ExhibitNo. 10-4).
10-39  Credit Agreement dated as of March 28, 2012 among Commonwealth Edison Company, Various Financial Institutions, as Lenders, and JP Morgan Chase Bank, N.A., as Administrative Agent (FileNo. 001-01839, Form8-K dated March 28, 2012,Exhibit No. 99-1).
10-40  

Amendment No. 3 to Credit Agreement dated as of March 23, 2011 among Exelon Corporation, as Borrower, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (FileNo. 001-16169,Form

8-K dated August 10, 2013, ExhibitNo. 99-1).

Exhibit No.

Description

10-41  Amendment No. 1 to Credit Agreement dated as of March 28, 2012 among Commonwealth Edison Company, as Borrower, the various financial institutions named therein, as Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (FileNo. 001-1839, Form8-K dated August 10, 2013, ExhibitNo. 99-2).
10-42  Amendment No. 1 to Credit Agreement, dated as of December 21, 2011, to the Credit Agreement dated as of March 23, 2011, among Exelon Generation Company, LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (FileNo. 001-16169, Form8-K dated March 14, 2012, ExhibitNo. 4-6).
10-43  Constellation Energy Group, Inc. Nonqualified Deferred Compensation Plan, as amended and restated. * (Designated as Exhibit No. 10(b) to the Constellation Annual Report on Form10-K for the year ended December 31, 2008, filed by Constellation Energy Group, Inc., File Nos.1-12869 and1-1910).
10-44  Constellation Energy Group, Inc. Deferred Compensation Plan forNon-Employee Directors, as amended and restated. * (Designated as Exhibit No. 10(c) to the Constellation Annual Report on Form10-K for the year ended December 31, 2008, filed by Constellation Energy Group, Inc., File Nos.1-12869 and1-1910).

Exhibit No.

Description

10-45  Constellation Energy Group, Inc. Benefits Restoration Plan, amended and restated effective June 1, 2010. * (Designated as Exhibit No. 10(b) to the Constellation Quarterly Report on Form10-Q for the quarter ended June 30, 2010, filed by Constellation Energy Group, Inc., File Nos.1-12869 and1-1910).
10-46  Constellation Energy Group, Inc. Supplemental Pension Plan, as amended and restated. * (Designated as Exhibit No. 10(e) to the Constellation Annual Report on Form10-K for the year ended December 31, 2008, filed by Constellation Energy Group, Inc., FileNos. 1-12869 and1-1910).
10-47  Constellation Energy Group, Inc. Senior Executive Supplemental Plan, as amended and restated. * (Designated as Exhibit No. 10(f) to the Constellation Annual Report onForm 10-K for the year ended December 31, 2008, filed by Constellation Energy Group, Inc., File Nos.1-12869 and1-1910).
10-48  Executive Annual Incentive Plan of Constellation Energy Group, Inc., as amended and restated. * (Designated as Exhibit No. 10(d) to the Quarterly Report onForm 10-Q for the quarter ended September 30, 2008, filed by Constellation Energy Group, Inc., FileNos. 1-12869 and1-1910).
10-49  Constellation Energy Group, Inc. Executive Supplemental Benefits Plan, as amended and restated. * (Designated as Exhibit No. 10(a) to the Constellation Quarterly Report on Form10-Q for the quarter ended June 30, 2008, filed by Constellation Energy Group, Inc., File Nos.1-12869 and1-1910).
10-50  Constellation Energy Group, Inc. 1995 Long-Term Incentive Plan, as amended and restated. * (Designated as Exhibit No. 10(b) to the Constellation Quarterly Report on Form10-Q for the quarter ended September 30, 2004, filed by Constellation Energy Group, Inc., File Nos.1-12869 and1-1910).
10-51  Constellation Energy Group, Inc. Executive Long-Term Incentive Plan, as amended and restated. * (Designated as Exhibit 10(b) to the Constellation Quarterly Report onForm 10-Q for the quarter ended June 30, 2011, filed by Constellation Energy Group, Inc., File Nos.1-12869 and1-1910).
10-52  Constellation Energy Group, Inc. 2002 Senior Management Long-Term Incentive Plan, as amended and restated. * (Designated as Exhibit 10(a) to the Constellation Quarterly Report on Form10-Q for the quarter ended June 30, 2011, filed by Constellation Energy Group, Inc., File Nos.1-12869 and1-1910).

Exhibit No.

Description

10-53  Constellation Energy Group, Inc. Management Long-Term Incentive Plan, as amended and restated. * (Designated as Exhibit 10(d) to the Constellation Quarterly Report on Form10-Q for the quarter ended September 30, 2006, filed by Constellation Energy Group, Inc., File Nos.1-12869 and1-1910).
10-54  Constellation Energy Group, Inc. Amended and Restated 2007 Long-Term Incentive Plan. * (Designated as Exhibit No. 10.1 to the Current Report onForm 8-K dated June 4, 2010, filed by Constellation Energy Group, Inc., FileNo. 1-12869).
10-55  Form of Grant Agreement for Stock Units with Sales Restriction. * (Designated as Exhibit No. 10(x) to the Annual Report on Form10-K for the year ended December 31, 2010, filed by Constellation Energy Group, Inc., File Nos.1-12869 and1-1910).
10-56  Rate Stabilization Property Servicing Agreement dated as of June 29, 2007 by and between RSB BondCo LLC and Baltimore Gas and Electric Company, as servicer (Designated as Exhibit 10.2 to the Current Report on Form8-K dated July 5, 2007, filed by Baltimore Gas and Electric Company, FileNo. 1-1910).

Exhibit No.

Description

10-57  Administration Agreement dated as of June 29, 2007 by and between RSB BondCo LLC and Baltimore Gas and Electric Company, as administrator (Designated as Exhibit 10.3 to the Current Report on Form8-K dated July 5, 2007, filed by Baltimore Gas and Electric Company, FileNo. 1-1910).
10-58  Second Amended and Restated Operating Agreement, dated as of November 6, 2009, by and among Constellation Energy Nuclear Group, LLC, Constellation Nuclear, LLC, CE Nuclear, LLC, EDF Development Inc., and for certain limited purposes, E.D.F. International S.A. and Constellation Energy Group, Inc. (Designated as Exhibit No. 10.1 to the Current Report on Form8-K dated November 12, 2009, filed by Constellation Energy Group, Inc., FileNo. 1-12869).
10-59  Amendment No. 1 to the Second Amended and Restated Operating Agreement of Constellation Energy Nuclear Group, LLC, by and among Constellation Nuclear, LLC, CE Nuclear, LLC, EDF Inc. (formerly known as EDF Development, Inc.), and E.D.F. International S.A. (Designated as Exhibit No. 10(s) to the Annual Report on Form10-K for the year ended December 31, 2010, filed by Constellation Energy Group, Inc., File Nos.1-12869 and1-1910).
10-60  Amendment No. 2 to the Second Amended and Restated Operating Agreement of Constellation Energy Nuclear Group, LLC, by and among Constellation Nuclear, LLC, CE Nuclear, LLC, EDF Inc. (formerly known as EDF Development, Inc.), and E.D.F. International S.A. (Designated as Exhibit No. 10(t) to the Annual Report on Form10-K for the year ended December 31, 2010, filed by Constellation Energy Group, Inc., FileNos. 1-12869 and1-1910).
10-61  Amendment No. 3 to the Second Amended and Restated Operating Agreement of Constellation Energy Nuclear Group, LLC, by and among Constellation Nuclear, LLC, CE Nuclear, LLC, EDF Inc. (formerly known as EDF Development, Inc.), and E.D.F. International S.A. (Designated as Exhibit No. 10.1 to the Current Report on Form8-K dated November 3, 2010, filed by Constellation Energy Group, Inc., FileNo. 1-12869).
10-62  Termination Agreement dated as of November 3, 2010, by and among EDF Inc. (formerly known as EDF Development, Inc.), E.D.F. International S.A., and Constellation Energy Group, Inc. (Designated as Exhibit No. 10.2 to the Current Report on Form8-K dated November 3, 2010, filed by Constellation Energy Group, Inc., FileNo. 1-12869).

Exhibit No.

Description

10-63  Settlement Agreement between EDF Inc., Exelon Corporation, Exelon Energy Delivery Company, LLC, Constellation Energy Group, Inc. and Baltimore Gas and Electric Company dated January 16, 2012. (Designated as Exhibit No. 10.1 to the Current Report on Form8-K dated January 19, 2012, File Nos.1-12869 and1-1910).
10-64 - 10-70

10-70

  

Reserved.
10-71-110-71  Commitment Letter for $7.221 Billion Senior Unsecured Bridge Facility, dated April 29, 2014 (FileNo. 001-16169, Form8-K dated April 30, 2014, Exhibit No. 10.1).
10-71-210-71-1  364-Day Bridge Term Loan Agreement, dated as of May 30, 2014, among Exelon Corporation, as Borrower, the various financial institutions named therein, as Lenders, and Barclays Bank PLC, as Administrative Agent (FileNo. 001-16169, Form8-K dated April 30, 2014, Exhibit No. 10.1).
10-71-310-71-2  Amendment No. 4 to Credit Agreement, dated May 30, 2014, among Exelon Corporation, as Borrower, the financial institutions signatory therein, as Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent. (FileNo. 001-16169, Form8-K dated June 4, 2014, Exhibit 10.2).

10-71-4

Exhibit No.

Description

10-71-3  Amendment No. 4 to Credit Agreement, dated May 30, 2014, among Exelon Generation Company, LLC, as Borrower, the financial institutions signatory therein, as Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent. (FileNo. 001-16169, Form8-K dated June 4, 2014, Exhibit 10.3).
10-71-510-71-4  Amendment No. 3 to Credit Agreement, dated May 30, 2014, among PECO Energy Company, as Borrower, the financial institutions signatory therein, as Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent. (FileNo. 001-16169, Form8-K dated June 4, 2014, Exhibit 10.4).
10-71-610-71-5  Amendment No. 2 to Credit Agreement, dated as of May 30, 2014, among Baltimore Gas and Electric Company, as Borrower, the financial institutions signatory therein, as Lenders and The Royal Bank of Scotland plc, as Administrative Agent. (FileNo. 001-16169, Form8-K dated June 4, 2014, Exhibit 10.6).
10-72-1  Confirmation of Base Issuer Forward Transaction, dated June 11, 2014, between Exelon Corporation and Barclays Capital, Inc., acting as Agent for Barclays Bank PLC (FileNo. 001-16169, Form8-K dated June 17, 2014, Exhibit 10.1).
10-72-2  Confirmation of Base Issuer Forward Transaction, dated June 11, 2014, between Exelon Corporation and Goldman Sachs & Co. (FileNo. 001-16169, Form8-K dated June 17, 2014, Exhibit 10.2).
10-72-3  Confirmation of Additional Issuer Forward Transaction, dated June 13, 2014, between Exelon Corporation and Barclays Capital, Inc., acting as Agent for Barclays Bank PLC (FileNo. 001-16169, Form8-K dated June 17, 2014, Exhibit 10.3).
10-72-4  Confirmation of Additional Issuer Forward Transaction, dated June 13, 2014, between Exelon Corporation and Goldman Sachs & Co. (FileNo. 001-16169, Form8-K dated June 17, 2014, Exhibit 10.4).
10-73Bondable Transition Property Sale Agreement, dated as of December 19, 2002, between ACE Funding and ACE (FileNo. 333-59558, Form8-K dated December 23, 2002, Exhibit 10.1)
10-74Bondable Transition Property Servicing Agreement, dated as of December 19, 2002, between ACE Funding and ACE (FileNo. 333-59558, Form8-K dated December 23, 2002, Exhibit 10.2)
10-75Purchase Agreement, dated as of April 20, 2010, by and among Pepco Holdings, Inc., Conectiv, LLC, Conectiv Energy Holding Company, LLC and New Development Holdings, LLC (FileNo. 001-31403, Form8-K dated July 8, 2010, Exhibit 2.1)
10-76Purchase Agreement, dated March 9, 2015, among Potomac Electric Power Company and BNY Mellon Capital Markets, LLC, Morgan Stanley & Co. LLC, and RBS Securities Inc., as representatives of the several underwriters named therein (FileNo. 001-01072, Form8-K dated March 10, 2015, Exhibit 1.1)
10-77Purchase Agreement, May 4, 2015, among Delmarva Power & Light Company and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein (FileNo. 001-01405, Form8-K dated May 5, 2015, Exhibit 1.1)
10-78Bond Purchase Agreement, dated December 1, 2015, among Atlantic City Electric Company and the purchasers signatory thereto (FileNo. 001-035559, Form8-K dated December 2, 2015, Exhibit 1.1)
10-79$300,000,000 Term Loan Agreement by and among PHI, The Bank of Nova Scotia, as Administrative Agent, and the lenders party thereto, dated July 30, 2015 (FileNo. 001-31403, Form8-K dated July 30, 2015, Exhibit 10)

Exhibit No.

Description

10-80First Amendment to Term Loan Agreement, dated as of October 29, 2015, by and among PHI, The Bank of Nova Scotia, as Administrative Agent, and the lenders party thereto (FileNo. 001-31403, Form8-K dated October 29, 2015, Exhibit 10.2)
10-81$500,000,000 Term Loan Agreement by and among PHI, The Bank of Nova Scotia, as Administrative Agent, and the lenders party thereto, dated January 13, 2016 (FileNo. 001-31403, Form8-K dated January 14, 2016, Exhibit 10)
10-82Second Amended and Restated Credit Agreement, dated as of August 1, 2011, by and among Pepco Holdings, Inc., Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company, the lenders party thereto, Wells Fargo Bank, National Association, as agent, issuer and swingline lender, Bank of America, N.A., as syndication agent and issuer, The Royal Bank of Scotland plc and Citicorp USA, Inc., asco-documentation agents, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner and Smith Incorporated, as active joint lead arrangers and joint book runners, and Citigroup Global Markets Inc. and RBS Securities, Inc. as passive joint lead arrangers and joint book runners (FileNo. 001-31403, Form10-Q dated August 3, 2011, Exhibit 10.1)
10-82-1First Amendment, dated as of August 2, 2012, to Second Amended and Restated Credit Agreement, dated as of August 1, 2011, by and among Pepco Holdings, Inc., Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company, the various financial institutions party thereto, Wells Fargo Bank, National Association, as agent, issuer of letters of credit and swingline lender, Bank of America, N.A., as syndication agent and issuer of letters of credit, and The Royal Bank of Scotland plc and Citibank, N.A., asco-documentation agents (FileNo. 001-31403, Form10-K dated March 1, 2013, Exhibit 10.25.1)
10-82-2Amendment and Consent to Second Amended and Restated Credit Agreement, dated as of May 20, 2014, by and among Pepco Holdings, Inc., Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company, the various financial institutions from time to time party thereto, Bank of America, N.A. and Wells Fargo Bank, National Association (FileNo. 001-31403, Form8-K dated May 20, 2014, Exhibit 10.1)
10-82-3Third Amendment to Second Amended and Restated Credit Agreement, dated as of May 1, 2015, by and among Pepco Holdings, Inc., Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company, the various financial institutions from time to time party thereto, Bank of America, N.A. and Wells Fargo Bank, National Association (FileNo. 001-31403, Form8-K dated May 1, 2015, Exhibit 10.1)
10-82-4Consent, dated as of October 29, 2015, by and among Pepco Holdings, Inc., Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company, the various financial institutions from time to time party thereto, Bank of America, N.A. and Wells Fargo Bank, National Association (FileNo. 001-31403, Form8-K dated October 29, 2015, Exhibit 10.1)
10-83Asset Purchase and Sale Agreement for Generating Plants and Related Assets, dated as of June 7, 2000, by and between Pepco and Southern Energy, Inc. (FileNo. 001-01072, Form8-K dated June 13, 2000, Exhibit 10)
10-83-1Amendment No. 1 to the Asset Purchase and Sale Agreement for Generating Plants and Related Assets, dated September 18, 2000, by and between Potomac Electric Power Company and Southern Energy, Inc. (FileNo. 001-01072, Form8-K dated December 9, 2000, Exhibit 10.1)

Exhibit No.

Description

10-83-2Amendment No. 1 to the Asset Purchase and Sale Agreement for Generating Plants and Related Assets, dated December 19, 2000, by and between Potomac Electric Power Company and Southern Energy, Inc. (FileNo. 001-01072, Form8-K dated December 9, 2000, Exhibit 10.2)
10-84First Amendment to Loan Agreement, by and between Pepco Holdings LLC and The Bank of Nova Scotia, as administrative agent and lender, dated March 28, 2016 (FileNo. 001-31403,Form 8-K dated March 28, 2016, Exhibit 2)
10-85Amendment No. 7 to Credit Agreement, dated as of March 23, 2011, among Exelon Corporation, as Borrower, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (FileNo. 001-16169, Form8-K dated May 27, 2016, Exhibit 99.1)
10-86Amendment No. 7 to Credit Agreement, dated as of March 23, 2011, among Exelon Generation Company, LLC, as Borrower, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (FileNo. 333-85496, Form8-K dated May 27, 2016, Exhibit 99.2)
10-87Amendment No. 7 to Credit Agreement, dated as of March 23, 2011, among Exelon Generation Company, LLC, as Borrower, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (FileNo. 333-85496, Form8-K dated May 27, 2016, Exhibit 99.2)
10-88Amendment No. 6 to Credit Agreement, dated as of March 23, 2011, among PECO Energy Company, as Borrower, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (FileNo. 000-16844, Form8-K dated May 27, 2016, Exhibit 99.4)
10-89Amendment No. 5 to Credit Agreement, dated as of March 23, 2011, among Baltimore Gas and Electric Company, as Borrower, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (FileNo. 001-01910, Form8-K dated May 27, 2016, Exhibit 99.5)
10-90Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of August 1, 2011, among Pepco Holdings LLC, Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company, as Borrowers, the various financial institutions named therein, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent (FileNo. 001-31403, Form8-K dated May 27, 2016, Exhibit 99.6)
10-912016 Form of Exelon Corporation Change in Control Agreement (FileNo. 001-16169, Form10-Q dated October 26, 2016, Exhibit 10.1)
10-92ExecutionVersion-ZEC Standard Contract by and between the NYSERDA and Nine Mile Point Nuclear Station, LLC dated Nov. 18, 2016 (FileNo. 001-16169, Form8-K dated November 18, 2016, Exhibit 10.1)
10-93ExecutionVersion-ZEC Standard Contract by and between the NYSERDA and R. E. Ginna Nuclear Power Plant, LLC dated Nov. 18, 2016 (FileNo. 001-16169, Form8-K dated November 18, 2016, Exhibit 10.2)
12-1  Exelon Corporation Computation of Ratio of Earnings to Fixed Charges.Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
12-2  Exelon Generation Company, LLC Computation of Ratio of Earnings to Fixed Charges.
12-3  Commonwealth Edison Company Computation of Ratio of Earnings to Fixed Charges.

Exhibit No.

Description

12-4  PECO Energy Company Computation of Ratio of Earnings to Fixed Charges.Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
12-5  Baltimore Gas and Electric Company Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preference Stock Dividends.

Exhibit No.

12-6
  

Description

Pepco Holdings LLC Computation of Ratio of Earnings to Fixed Charges.
12-7  Potomac Electric Power Company Computation of Ratio of Earnings.
12-8  Delmarva Power & Light Company Computation of Ratio of Earnings to Fixed Charges.
12-9Atlantic City Electric Company Computation of Ratio of Earnings to Fixed Charges.
14  Exelon Code of Conduct, as amended March 12, 2012 (FileNo. 1-16169, Form8-K dated March 14, 2012, ExhibitNo. 14-1).
  Subsidiaries
21-1  Exelon Corporation
21-2  Exelon Generation Company, LLC
21-3  Commonwealth Edison Company
21-4  PECO Energy Company
21-5  Baltimore Gas and Electric Company
21-6  

Pepco Holdings LLC

21-7Potomac Electric Power Company
21-8Delmarva Power & Light Company
21-9

Atlantic City Electric Company

Consent of Independent Registered Public Accountants
23-1  Exelon Corporation
23-2  Exelon Generation Company, LLC
23-3  Commonwealth Edison Company
23-4  PECO Energy Company
23-5  Baltimore Gas and Electric Company
23-6  Potomac Electric Power Company
23-7Delmarva Power & Light Company

Power of Attorney (Exelon Corporation)

24-1  Anthony K. Anderson
24-2  Ann C. Berzin
24-3  John A. Canning, Jr.
24-4Christopher M. Crane
24-524-4  Yves C. de Balmann
24-624-5  Nicholas DeBenedictis
24-6Nancy L. Gioia
24-7  Paul L. JoskowLinda P. Jojo
24-8  Reserved.

Paul Joskow

24-9  Robert J. Lawless
24-10  Richard W. Mies
24-11  William C. RichardsonReserved.

Exhibit No.

Description

24-12  John W. Rogers, Jr.
24-13  Mayo A. Shattuck III
24-14  Stephen D. Steinour
  Power of Attorney (Commonwealth Edison Company)
24-15  James W. Compton
24-16  Christopher M. Crane
24-17  A. Steven Crown
24-18  Nicholas DeBenedictis
24-19  Peter V. Fazio, Jr.
24-20  

Michael H. Moskow

24-21  Denis P. O’Brien
24-22  Anne R. Pramaggiore
24-23  Reserved.Jesse H. Ruiz

Exhibit No.

24-24
  

Description

Reserved.
  Power of Attorney (PECO Energy Company)

24-24

24-25
  Craig L. Adams

24-25

24-26
  Christopher M. Crane

24-26

24-27
  M. Walter D’Alessio

24-27

24-28
  Nicholas DeBenedictis

24-28

24-29
  Reserved.Nelson A. Diaz

24-29

24-30
  Reserved.Rosemarie B. Greco

24-30

24-31
Charisse R. Lillie
24-32  Denis P. O’Brien

24-31

24-33
  Ronald Rubin
  Power of Attorney (Baltimore Gas and Electric Company)

24-32

24-34
  

Ann C. Berzin

24-35

24-33Calvin G. Butler, Jr.

24-36

Christopher M. Crane

24-37

Michael E. Cryor

24-38

James R. Curtiss

24-39

Joseph Haskins, Jr.

24-40

Denis P. O’Brien

24-41

Michael D. Sullivan

24-42

Maria Harris Tildon

Power of Attorney (Pepco Holdings LLC)
24-43  Christopher M. Crane

24-34

24-44
Linda Cropp
24-45  Michael E. Cryor
24-46Ernest Dianastasis

24-35

Exhibit No.

  James R. Curtiss

Description

24-47Debra DiLorenzo

24-36

Calvin G. Butler, Jr.

24-37

Joseph Haskins, Jr.

24-38

Carla D. Hayden

24-39

24-48
  Denis P. O’Brien

24-40

24-49
  Michael D. SullivanDavid M. Velazquez
Power of Attorney (Potomac Electric Power Company)
24-50J. Tyler Anthony
24-51Christopher M. Crane
24-52Donna J. Kinzel
24-53Kevin M. McGowan
24-54Denis P. O’Brien
24-55Kenneth J. Parker
24-56David M. Velazquez
Power of Attorney (Delmarva Power & Light Company)
24-57Denis P. O’Brien
24-58David M. Velazquez
  Certifications Pursuant to Rule13a-14(a) and15d-14(a) of the Securities and Exchange Act of 1934 as to the Annual Report on Form10-K for the year ended December 31, 20132016 filed by the following officers for the following registrants:

31-1

  Filed by Christopher M. Crane for Exelon Corporation

31-2

  Filed by Jonathan W. Thayer for Exelon Corporation

31-3

  Filed by Kenneth W. Cornew for Exelon Generation Company, LLC

31-4

  Filed by Bryan P. Wright for Exelon Generation Company, LLC

31-5

  Filed by Anne R. Pramaggiore for Commonwealth Edison Company

31-6

  Filed by Joseph R. Trpik, Jr. for Commonwealth Edison Company

31-7

  Filed by Craig L. Adams for PECO Energy Company

31-8

  Filed by Phillip S. Barnett for PECO Energy Company

31-9

  Filed by Calvin G. Butler, Jr. for Baltimore Gas and Electric Company

31-10

  Filed by David M. Vahos for Baltimore Gas and Electric Company
31-11Filed by David M. Velazquez for Pepco Holdings LLC
31-12Filed by Donna J. Kinzel for Pepco Holdings LLC
31-13Filed by David M. Velazquez for Potomac Electric Power Company
31-14Filed by Donna J. Kinzel for Potomac Electric Power Company
31-15

Filed by David M. Velazquez for Delmarva Power & Light Company

31-16

Filed by Donna J. Kinzel for Delmarva Power & Light Company

31-17

Filed by David M. Velazquez for Atlantic City Electric Company

31-18

Filed by Donna J. Kinzel for Atlantic City Electric Company

  Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code as to the Annual Report on Form10-K for the year ended December 31, 20132016 filed by the following officers for the following registrants:

32-1

  Filed by Christopher M. Crane for Exelon Corporation

32-2

  Filed by Jonathan W. Thayer for Exelon Corporation

Exhibit No.

Description

32-3

  Filed by Kenneth W. Cornew for Exelon Generation Company, LLC

32-4

  Filed by Bryan P. Wright for Exelon Generation Company, LLC

Exhibit No.

Description

32-5

  Filed by Anne R. Pramaggiore for Commonwealth Edison Company

32-6

  Filed by Joseph R. Trpik, Jr. for Commonwealth Edison Company

32-7

  Filed by Craig L. Adams for PECO Energy Company

32-8

  Filed by Phillip S. Barnett for PECO Energy Company

32-9

  Filed by Calvin G. Butler, Jr. for Baltimore Gas and Electric Company

32-10

  Filed by David M. Vahos for Baltimore Gas and Electric Company

101.INS

32-11
  XBRL InstanceFiled by David M. Velazquez for Pepco Holdings LLC

101.SCH

32-12
  XBRL Taxonomy Extension SchemaFiled by Donna J. Kinzel for Pepco Holdings LLC

101.CAL

32-13
  XBRL Taxonomy Extension CalculationFiled by David M. Velazquez for Potomac Electric Power Company

101.DEF

32-14
  XBRL Taxonomy Extension Definition

Filed by Donna J. Kinzel for Potomac Electric Power Company

101.LAB

32-15
  XBRL Taxonomy Extension Labels

Filed by David M. Velazquez for Delmarva Power & Light Company

101.PRE

32-16
  

Filed by Donna J. Kinzel for Delmarva Power & Light Company

32-17

Filed by David M. Velazquez for Atlantic City Electric Company

32-18

Filed by Donna J. Kinzel for Atlantic City Electric Company

101.INS

XBRL Instance

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation

101.DEF

XBRL Taxonomy Extension Definition

101.LAB

XBRL Taxonomy Extension Labels

101.PRE

XBRL Taxonomy Extension Presentation

 

*Compensatory plan or arrangements in which directors or officers of the applicable registrant participate and which are not available to all employees.

ITEM 16.FORM10-K SUMMARY

All Registrants

Registrants may voluntarily include a summary of information required by Form10-K under this Item 16. The Registrants have elected not to include such summary information.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 13th day of February, 2014.2017.

 

EXELON CORPORATION

By:

 

/S/    CHRISTOPHER M. CRANE        

Name: Christopher M. Crane
Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 13th day of February, 2015.2017.

 

Signature

  

Title

/S/    CHRISTOPHER M. CRANE        

Christopher M. Crane

  

President and Chief Executive Officer (Principal Executive Officer) and Director

/S/    JONATHAN W. THAYER        

Jonathan W. Thayer

  

Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/S/    DUANE M. DESPARTE        

Duane M. DesParte

  

Senior Vice President and Corporate Controller (Principal Accounting Officer)

This annual report has also been signed below by Darryl M. Bradford, Thomas S. O’Neil,Attorney-in-Fact, on behalf of the following Directors on the date indicated:

 

Anthony K. Anderson

Ann C. Berzin

John A. Canning, Jr.Christopher M. Crane

Yves C. de Balmann

Nicholas DeBenedictis

Nancy L. Gioia

Linda P. Jojo

  

Paul L. Joskow

Robert J. Lawless

Richard W. Mies

William C. Richardson

John W. Rogers, Jr.

Mayo A. Shattuck III

Stephen D. Steinour

 

By:  

/S/    DTARRYLHOMAS M. BS. O’NRADFORDEILL        

 February 13, 20152017
Name:  Darryl M. BradfordThomas S. O’Neill 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 13th day of February, 2015.2017.

 

EXELON GENERATION COMPANY, LLC
By: 

/S/    KENNETH W. CORNEW        

Name: Kenneth W. Cornew
Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 13th day of February, 2015.2017.

 

Signature

  

Title

/S/    KENNETH W. CORNEW        

Kenneth W. Cornew

  

President and Chief Executive Officer (Principal Executive Officer)

/S/    BRYAN P. WRIGHT        

Bryan P. Wright

  

Senior Vice President and Chief Financial Officer (Principal Financial Officer)

/S/    RMOBERTATTHEW M. AN. BIKENAUER        

Robert M. AikenMatthew N. Bauer

  

Chief Accounting OfficerVice President and Controller (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 13th day of February, 2015.2017.

 

COMMONWEALTH EDISON COMPANY

By:

 

/S/    ANNE R. PRAMAGGIORE        

Name: Anne R. Pramaggiore
Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 13th day of February, 2015.2017.

 

Signature

  

Title

/S/    ANNE R. PRAMAGGIORE        

Anne R. Pramaggiore

  

President and Chief Executive Officer (Principal Executive Officer) and Director

/S/    JOSEPH R. TRPIK, JR.        

Joseph R. Trpik, Jr.

  

Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

/S/    GERALD J. KOZEL        

Gerald J. Kozel

  

Vice President and Controller (Principal Accounting Officer)

/S/    CHRISTOPHER M. CRANE        

Christopher M. Crane

  

Chairman and Director

This annual report has also been signed below by Anne R. Pramaggiore,Attorney-in-Fact, on behalf of the following Directors on the date indicated:

 

James W. Compton

Christopher M. Crane

A. Steven Crown

Nicholas DeBenedictis

Peter V. Fazio, Jr.

Michael H. Moskow

Denis P. O’Brien

Jesse H. Ruiz

 

By:  

/S/    ANNE R. PRAMAGGIORE        

 February 13, 20152017
Name:  Anne R. Pramaggiore 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 13th day of February, 2015.2017.

 

PECO ENERGY COMPANY

By:

 

/S/    CRAIG L. ADAMS        

Name: Craig L. Adams
Title: President and Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 13th day of February, 2015.2017.

 

Signature

  

Title

/S/    CRAIG L. ADAMS        

Craig L. Adams

  

President and Chief Executive Officer and President (Principal Executive Officer) and Director

/S/    PHILLIP S. BARNETT        

Phillip S. Barnett

  

Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

/S/    SCOTT A. BAILEY        

Scott A. Bailey

  

Vice President and Controller (Principal Accounting Officer)

/S/    CHRISTOPHER M. CRANE        

Christopher M. Crane

  

Chairman and Director

This annual report has also been signed below by Craig L. Adams,Attorney-in-Fact, on behalf of the following Directors on the date indicated:

 

Christopher M. CraneRosemarie B. Greco
M. Walter D’Alessio  Charisse R. Lillie
Nicholas DeBenedictisDenis P. O’Brien
Nicholas DeBenedictisNelson A. Diaz  Ronald Rubin

 

By:

  

/S/    CRAIG L. ADAMS        

  February 13, 20152017
Name:  Craig L. Adams  

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 13th day of February, 2015.2017.

 

BALTIMORE GAS AND ELECTRIC COMPANY

By:

 

/S/    CALVIN G. BUTLER, JR.        

Name: Calvin G. Butler, Jr.
Title: Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 13th day of February, 2015.2017.

 

Signature

  

Title

/S/    CALVIN G. BUTLER, JR.        

Calvin G. Butler, Jr.

  

Chief Executive Officer (Principal Executive Officer)

/S/    DAVID M. VAHOS        

David M. Vahos

  

Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

/S/    MAATTHEWNDREW N. BW. HAUER��OLMES        

Matthew N. BauerAndrew W. Holmes

  

Vice President and Controller (Principal Accounting Officer)

/S/    CHRISTOPHER M. CRANE        

Christopher M. Crane

  

Chairman and Director

This annual report has also been signed below by Calvin G. Butler, Jr.,Attorney-in-Fact, on behalf of the following Directors on the date indicated:

 

Ann C. Berzin  Joseph Haskins, Jr.
Christopher M. CraneDenis P. O’Brien
Michael E. Cryor  CarlaMichael D. HaydenSullivan
James R. Curtiss  Denis O’Brien
Michael D. SullivanMaria Harris Tildon

 

By:

  

/S/    CALVIN G. BUTLER, JR.        

  February 13, 20152017
Name:  Calvin G. Butler, Jr.  

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 13th day of February, 2017.

PEPCO HOLDINGS LLC

By:

/S/    DAVID M. VELAZQUEZ        

Name:David M. Velazquez
Title:President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 13th day of February, 2017.

Signature

Title

/S/    DAVID M. VELAZQUEZ        

David M. Velazquez

President and Chief Executive Officer (Principal Executive Officer)

/S/    DONNA J. KINZEL        

Donna J. Kinzel

Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

/S/    ROBERT M. AIKEN        

Robert M. Aiken

Vice President and Controller (Principal Accounting Officer)

/S/    CHRISTOPHER M. CRANE        

Christopher M. Crane

Chairman and Director

This annual report has also been signed below by David M. Velazquez,Attorney-in-Fact, on behalf of the following Directors on the date indicated:

Christopher M. CraneErnest Dianastasis
Linda CroppDebra P. DiLorenzo
Michael E. CryorDenis P. O’Brien

By:

/S/    DAVID M. VELAZQUEZ        

February 13, 2017
Name:David M. Velazquez

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 13th day of February, 2017.

POTOMAC ELECTRIC POWER COMPANY

By:

/S/    DAVID M. VELAZQUEZ        

Name:David M. Velazquez
Title:President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 13th day of February, 2017.

Signature

Title

/S/    DAVID M. VELAZQUEZ        

David M. Velazquez

President and Chief Executive Officer (Principal Executive Officer)

/S/    DONNA J. KINZEL        

Donna J. Kinzel

Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

/S/    ROBERT M. AIKEN        

Robert M. Aiken

Vice President and Controller (Principal Accounting Officer)

/S/    CHRISTOPHER M. CRANE        

Christopher M. Crane

Chairman

This annual report has also been signed below by David M. Velazquez,Attorney-in-Fact, on behalf of the following Directors on the date indicated:

J. Tyler AnthonyKevin M. McGowan
Christopher M. CraneDenis P. O’Brien
Donna J. KinzelKenneth J. Parker

By:

/S/    DAVID M. VELAZQUEZ        

February 13, 2017
Name:David M. Velazquez

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 13th day of February, 2017.

DELMARVA POWER & LIGHT COMPANY

By:

/S/    DAVID M. VELAZQUEZ        

Name:David M. Velazquez
Title:President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 13th day of February, 2017.

Signature

Title

/S/    DAVID M. VELAZQUEZ        

David M. Velazquez

President and Chief Executive Officer (Principal Executive Officer)

/S/    DONNA J. KINZEL        

Donna J. Kinzel

Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

/S/    ROBERT M. AIKEN        

Robert M. Aiken

Vice President and Controller (Principal Accounting Officer)

/S/    CHRISTOPHER M. CRANE        

Christopher M. Crane

Chairman

This annual report has also been signed below by David M. Velazquez,Attorney-in-Fact, on behalf of the following Directors on the date indicated:

Denis P. O’Brien

By:

/S/    DAVID M. VELAZQUEZ        

February 13, 2017
Name:David M. Velazquez

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 13th day of February, 2017.

ATLANTIC CITY ELECTRIC COMPANY

By:

/S/    DAVID M. VELAZQUEZ        

Name:David M. Velazquez
Title:President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 13th day of February, 2017.

Signature

Title

/S/    DAVID M. VELAZQUEZ        

David M. Velazquez

President and Chief Executive Officer (Principal Executive Officer)

/S/    DONNA J. KINZEL        

Donna J. Kinzel

Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

/S/    ROBERT M. AIKEN        

Robert M. Aiken

Vice President and Controller (Principal Accounting Officer)

/S/    CHRISTOPHER M. CRANE        

Christopher M. Crane

Chairman

 

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