Schedule I - Condensed Financial Information of Parent (Exelon Corporate)

12 Months Ended

Dec. 31, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Schedule I - Condensed Financial Information of Parent (Exelon Corporate)

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)	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 and non-pension postretirement benefit plans:
Prior service benefit reclassified to periodic costs	$	(48	)	$	(46	)	$	(30	)
Actuarial loss reclassified to periodic cost	184			220			147
Pension and non-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)	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)	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)	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

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 Rule 12-04, Schedule I of Regulation S-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. BGE redeemed all of its outstanding preferred stock in 2016.

Mergers

On 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). See Note 4—Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on the PHI Merger.

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, 2016 and December 31, 2015.

Credit Agreements

On May 30, 2014, Exelon Corporate amended and extended its unsecured syndicated revolving credit facility with aggregate bank commitments of $600 million through May 2019. As of December 31, 2016, Exelon Corporation had available capacity under those commitments of $571 million. See Note 14—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for further information regarding Exelon Corporation’s credit agreement.

Long-Term Debt

The following tables present the outstanding long-term debt for Exelon Corporate as of December 31, 2016 and December 31, 2015:

					Maturity Date	December 31,
	Rates					2016			2015
Long-term debt
Junior subordinated notes			6.5	%	2024	$	1,150		$	1,150
Contract payment - junior subordinated notes			2.5	%	2017	19			64
Senior unsecured notes (a)	1.6	%	7.6	%	2017 - 2046	6,439			4,639
Total long-term debt						7,608			5,853
Unamortized debt discount and premium, net						(8		)	(4		)
Unamortized debt issuance costs						(57		)	(47		)
Fair value adjustment of consolidated subsidiary						220			275
Long-term debt due within one year						(570		)	(60		)
Long-term debt						$	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 2017,2018, 2019, 2020, 2021 and thereafter are as follows:

2017	$	570
2018	—
2019	—
2020	1,450
2021	300
Remaining years	5,288
Total long-term debt	$	7,608

Commitments and Contingencies

See Note 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.

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,
(In millions)	2016			2015			2014
Operating and maintenance from affiliates:
BSC(a)	$	51		$	43		$	38
Interest income from affiliates, net:
Generation	$	39		$	43		$	53
Equity in earnings (losses) of investments:
Exelon Energy Delivery Company, LLC (b)	$	1,041		$	1,079		$	958
PCI	6			—			—
BSC	1			—			—
Exelon Ventures Company, LLC (c)	—			—			926
UII, LLC	(9		)	20			(6		)
Exelon Transmission Company, LLC	(13		)	(8		)	(7		)
Exelon Enterprise	(1		)	(1		)	(1		)
Generation	496			1,371			(91		)
Total equity in earnings of investments	$	1,521		$	2,461		$	1,779
Cash contributions received from affiliates	$	1,912		$	3,209		$	1,370

	December 31,
(in millions)	2016			2015
Accounts receivable from affiliates (current):
BSC (a)	$	15		$	—
Generation	22			16
ComEd	3			2
PECO	1			1
BGE	1			1
PHISCO	6			—
Total accounts receivable from affiliates (current)	$	48		$	20
Notes receivable from affiliates (current):
BSC (a)	$	88		$	226
Generation (d)	—			1,252
Total notes receivable from affiliates (current):	$	88		$	1,478
Investments in affiliates:
BSC (a)	$	194		$	191
Exelon Energy Delivery Company, LLC (b)	23,003			14,163
PCI	77			—
UII, LLC	92			102
Exelon Transmission Company, LLC	5			3
Voluntary Employee Beneficiary Association trust	(5		)	7
Exelon Enterprises	21			22
Generation	11,488			11,637
Other	(6		)	(6		)
Total investments in affiliates	$	34,869		$	26,119
Notes receivable from affiliates (non-current):
Generation (d)	$	922		$	933
Notes payable to affiliates (current):
ComEd	$	—		$	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 ACE.

(c) Exelon Ventures Company, LLC primarily consisted of Generation and was fully dissolved as of December 31, 2014. Exelon Enterprises, Exelon Generation Company, LLC, and Exelon Consolidations are now directly owned Exelon Corporate investments as of December 31, 2014.

(d) 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.