3. Variable Interest Entities (All Registrants)

A 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 September 30, 2016, Exelon, Generation, BGE, PHI and ACE collectively consolidated nine VIEs or VIE groups 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 collectively had one consolidated VIE (see Consolidated Variable Interest Entities below). As of September 30, 2016 and December 31, 2015, Exelon and Generation collectively had significant interests in nine and eight other VIEs, respectively, for which the applicable Registrant does not have the power to direct the entities' activities and, accordingly, was not the primary beneficiary (see Unconsolidated Variable Interest Entities below).

Consolidated Variable Interest Entities

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 December 2016 in proportion to their ownership interests, which equates up to approximately $172 million for the tax equity investor and up to $78 million for Generation (see Note 18 — 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. However, pursuant to the new consolidation guidance effective as of January 1, 2016 for the Registrants, 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 have kick out rights with respect to the general partner. (For additional details related to the new consolidation guidance, see Note 2—New Accounting Pronouncements.) Under VIE guidance, Generation is the primary beneficiary; therefore, the entity continues to be consolidated.

Exelon's, Generation's, BGE's, PHI's and ACE's consolidated VIEs consist of:


•	A retail gas group formed by Generation to enter into a collateralized gas supply agreement with a third-party gas supplier,


•	a group of solar project limited liability companies formed by Generation to build, own and operate solar power facilities,


•	several wind project companies designed by Generation to develop, construct and operate wind generation facilities,


•	a group of companies formed by Generation to build, own and operate other generating facilities,


•	certain retail power and gas companies for which Generation is the sole supplier of energy,


•	CENG,


•	2015 ESA Investco, LLC,


•	BondCo, a special purpose bankruptcy remote limited liability company formed by BGE to acquire, hold, issue and service bonds secured by rate stabilization property, and


•	ATF, 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.

As of September 30, 2016 and December 31, 2015, ComEd, PECO, Pepco and DPL did not have any material consolidated VIEs.

As of September 30, 2016 and December 31, 2015, Exelon, Generation, BGE, PHI and ACE provided the following support to their respective consolidated VIEs:


•	Generation provides operating and capital funding to the solar and wind entities for ongoing construction, operations and maintenance of the solar and wind power facilities and there is limited recourse to Generation related to certain solar and wind entities.


•	Generation and Exelon, where indicated, provide the following support to CENG (see Note 5—Investment in Constellation Energy Nuclear Group, LLC and Note 26—Related Party Transactions of the Exelon 2015 Form 10-K for additional information regarding Generation'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 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 or will purchase 50.01% of the available output generated by the CENG nuclear plants not subject to other contractual agreements from January 2015 through the end of the operating life of each respective 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 5 — Regulatory Matters for additional details),


•	Generation provided a $400 million loan to CENG. As of September 30, 2016, the remaining obligation is $312 million, including accrued interest, which reflects the principal payment made in January 2015,

•

Generation executed an Indemnity Agreement pursuant to which Generation agreed to indemnify EDF 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 Agreement. (See Note 18 — Commitments and Contingencies for more details),


•	in connection with CENG’s severance obligations, Generation has agreed to reimburse CENG for a total of approximately $6 million of the severance benefits paid or to be paid in 2014 through 2016. As of September 30, 2016, there was no remaining obligation,


•	Generation and EDF share in the $637 million of contingent payment obligations for the payment of contingent retrospective premium adjustments for the nuclear liability insurance,


•	Generation provides a guarantee of approximately $8 million associated with hazardous waste management facilities and underground storage tanks. In addition, EDF executed a reimbursement agreement that provides reimbursement to Exelon for 49.99% of any amounts paid by Generation under this guarantee,


•	Generation and EDF 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 Note 18 — Commitments and Contingencies for more details), and


•	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.


•	Generation provides approximately $16 million in credit support for the retail power and gas companies for which Generation is the sole supplier of energy.


•	Generation provides a $75 million parental guarantee to a third-party gas supplier and provides limited recourse to other third-party gas suppliers and customers in support of its retail gas group.


•	Generation provides operating and capital funding to the other generating facilities for ongoing construction, operations and maintenance and provides a parental guarantee of up to $275 million in support of the payment obligations related to the Engineering, Procurement and Construction contract in support of one of its other generating facilities.

•

In the case of BondCo, BGE is required to remit all payments it receives from all residential customers through non-bypassable, rate stabilization charges to BondCo. During the three and nine months ended September 30, 2016, BGE remitted $27 million and $64 million to BondCo, respectively. During the three and nine months ended September 30, 2015, BGE remitted $21 million and $63 million to BondCo, respectively.

•

In the case of ATF, 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 a non-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 and nine months ended September 30, 2016, ACE transferred $20 million and $47 million to ATF, respectively. During the three and nine months ended September 30, 2015, ACE transferred $18 million and $45 million to ATF, respectively.

For each of the consolidated VIEs, except as otherwise noted:


•	the assets of the VIEs are restricted and can only be used to settle obligations of the respective VIE;


•	Exelon, Generation, BGE, PHI and ACE did not provide any additional material financial support to the VIEs;


•	Exelon, Generation, BGE, PHI and ACE 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 ACE's general credit.

The carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the Registrants' consolidated financial statements at September 30, 2016 and December 31, 2015 are as follows:



	September 30, 2016										December 31, 2015
							Successor										Predecessor
	Exelon^(a)(b)		Generation		BGE		PHI^(b)		ACE		Exelon^(a)		Generation		BGE		PHI		ACE
Current assets	$	914	$	849	$	44	$	20	$	15	$	909	$	881	$	23	$	12	$	12
Noncurrent assets	8,235		8,201		3		31		19		8,009		8,004		3		18		18
Total assets	$	9,149	$	9,050	$	47	$	51	$	34	$	8,918	$	8,885	$	26	$	30	$	30
Current liabilities	$	569	$	439	$	84	45		$	40	$	473	$	387	$	81	$	48	$	48
Noncurrent liabilities	3,090		2,979		—		111		99		2,927		2,884		41		124		124
Total liabilities	$	3,659	$	3,418	$	84	$	156	$	139	$	3,400	$	3,271	$	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.

Assets and Liabilities of Consolidated VIEs

Included within the balances 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 September 30, 2016 and December 31, 2015, these assets and liabilities primarily consisted of the following:



	September 30, 2016										December 31, 2015
							Successor										Predecessor
	Exelon^(a)(b)		Generation		BGE		PHI^(b)		ACE		Exelon ^(a)		Generation		BGE		PHI		ACE
Cash and cash equivalents	$	160	$	160	$	—	$	—	$	—	$	164	$	164	$	—	$	—	$	—
Restricted cash	101		43		44		15		15		100		77		23		12		12
Accounts receivable, net
Customer	264		264		—		—		—		219		219		—		—		—
Other	42		42		—		—		—		43		43		—		—		—
Mark-to-market derivatives assets	49		49		—		—		—		140		140		—		—		—
Inventory
Materials and supplies	192		192		—		—		—		181		181		—		—		—
Other current assets	58		51		—		5		—		35		30		—		—		—
Total current assets	866		801		44		20		15		882		854		23		12		12
Property, plant and equipment, net	5,139		5,139		—		—		—		5,160		5,160		—		—		—
Nuclear decommissioning trust funds	2,173		2,173		—		—		—		2,036		2,036		—		—		—
Goodwill	47		47		—		—		—		47		47		—		—		—
Mark-to-market derivatives assets	32		32		—		—		—		53		53		—		—		—
Other noncurrent assets	257		223		3		31		19		90		85		3		18		18
Total noncurrent assets	7,648		7,614		3		31		19		7,386		7,381		3		18		18
Total assets	$	8,514	$	8,415	$	47	$	51	$	34	$	8,268	$	8,235	$	26	$	30	$	30
Long-term debt due within one year	$	191	$	64	$	81	$	43	$	38	$	111	$	27	$	79	$	46	$	46
Accounts payable	201		201		—		—		—		216		216		—		—		—
Accrued expenses	102		98		2		2		2		115		113		2		2		2
Mark-to-market derivative liabilities	24		24		—		—		—		5		5		—		—		—
Unamortized energy contract liabilities	14		14		—		—		—		12		12		—		—		—
Other current liabilities	34		34		—		—		—		13		13		—		—		—
Total current liabilities	566		435		83		45		40		472		386		81		48		48
Long-term debt	661		550		—		111		99		666		623		41		124		124
Asset retirement obligations	2,070		2,070		—		—		—		1,999		1,999		—		—		—
Pension obligation^(c)	9		9		—		—		—		9		9		—		—		—
Unamortized energy contract liabilities	26		26		—		—		—		39		39		—		—		—
Other noncurrent liabilities	106		106		—		—		—		79		79		—		—		—
Total noncurrent liabilities	2,872		2,761		—		111		99		2,792		2,749		41		124		124
Total liabilities	$	3,438	$	3,196	$	83	$	156	$	139	$	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.

(c) Includes the CNEG retail gas pension obligation, which is presented as a net asset balance within the Prepaid pension asset line item on Generation’s balance sheet. See Note 13 - 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 of the investments is reflected on Exelon’s and Generation’s Consolidated Balance Sheets in Investments. For the energy purchase and sale contracts (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.

The Registrants’ unconsolidated VIEs consist of:


•	Energy purchase and sale agreements with VIEs for which Generation has concluded that consolidation is not required.


•	Asset sale agreement with ZionSolutions, LLC and EnergySolutions, Inc. in which Generation has a variable interest but has concluded that consolidation is not required.


•	Equity investments in energy development companies, distributed energy companies, and energy generating facilities for which Generation has concluded that consolidation is not required.

As of September 30, 2016 and December 31, 2015, Exelon and Generation had significant unconsolidated variable interests in nine and eight VIEs, respectively for which Exelon or Generation, as applicable, was not the primary beneficiary; including certain equity investments and certain commercial agreements. Exelon and Generation only include unconsolidated VIEs that are individually material in the tables below. However, Generation has several individually immaterial VIEs that in aggregate represent a total investment of $20 million. These immaterial VIEs are equity and debt securities in energy development companies. The maximum exposure to loss related to these securities is limited to the $20 million included in Investments on Exelon’s and Generation’s Consolidated Balance Sheets. The risk of a loss was assessed to be remote and, accordingly, Exelon and Generation have not recognized a liability associated with any portion of the maximum exposure to loss.

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 $91 million and was paid incrementally over an approximate two year period (see Note 18 — 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 have kick out rights of the general partner. (For additional details related to the new consolidation guidance, see Note 2—New Accounting Pronouncements.) 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 a distributed energy company, which is an unconsolidated VIE. 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 from inception through December 2016 in proportion of their ownership interests, which equates up to approximately $172 million for the tax equity investor and up to $78 million for Generation (see Note 18 — 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, which is an unconsolidated VIE. 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.

The following tables present summary information about Exelon and Generation’s significant unconsolidated VIE entities:



September 30, 2016	Commercial Agreement VIEs		Equity Investment VIEs		Total
Total assets^(a)	$	586	$	531	$	1,117
Total liabilities^(a)	181		308		489
Exelon's ownership interest in VIE^(a)	—		193		193
Other ownership interests in VIE^(a)	405		34		439
Registrants’ maximum exposure to loss:
Carrying amount of equity method investments	—		225		225
Contract intangible asset	9		—		9
Debt and payment guarantees	—		3		3
Net assets pledged for Zion Station decommissioning^(b)	11		—		11



December 31, 2015	Commercial Agreement VIEs		Equity Investment VIEs		Total
Total assets^(a)	$	263	$	164	$	427
Total liabilities^(a)	22		125		147
Exelon's ownership interest in VIE^(a)	—		11		11
Other ownership interests in VIE^(a)	241		28		269
Registrants’ maximum exposure to loss:
Carrying amount of equity method investments	—		21		21
Contract intangible asset	9		—		9
Debt and payment guarantees	—		3		3
Net assets pledged for Zion Station decommissioning^(b)	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 $135 million and $206 million as of September 30, 2016 and December 31, 2015, respectively; offset by payables to ZionSolutions LLC of $124 million and $189 million as of September 30, 2016 and December 31, 2015, respectively. These items are included to provide information regarding the relative size of the ZionSolutions LLC unconsolidated VIE.

For each of the unconsolidated VIEs, Exelon and Generation has 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 material agreements with, or commitments by, third parties that would affect the fair value or risk of their variable interests in these VIEs.