(All Registrants)

Exelon

The financial statements of Exelon include related party transactions as presented in the tables below:



	For the Years Ended December 31,
	2017			2016			2015
Operating revenues from affiliates:
PECO ^(a)	$	1		$	1		$	1
BGE ^(a)	4			4			4
Other	2			5			4
Total operating revenues from affiliates	$	7		$	10		$	9
Interest expense to affiliates, net:
ComEd Financing III	$	14		$	13		$	13
PECO Trust III	6			6			6
PECO Trust IV	6			6			6
BGE Capital Trust II	10			16			16
Total interest expense to affiliates, net	$	36		$	41		$	41
Earnings (losses) in equity method investments:
Qualifying facilities and domestic power projects	$	(33	)	$	(25	)	$	(8	)
Other	1			1			1
Total losses in equity method investments	$	(32	)	$	(24	)	$	(7	)



	December 31,
	2017		2016
Payables to affiliates (current):
ComEd Financing III	$	4	$	4
PECO Trust III	1		1
BGE Capital Trust II	—		3
Total payables to affiliates (current)	$	5	$	8
Long-term debt due to financing trusts:
ComEd Financing III	$	205	$	205
PECO Trust III	81		81
PECO Trust IV	103		103
BGE Capital Trust II	—		252
Total long-term debt due to financing trusts	$	389	$	641

__________

(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 Statements of Operations. See Note 3—Regulatory Matters for additional information.

Transactions involving Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE 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,
	2017			2016			2015
Operating revenues from affiliates:
ComEd ^(a)	$	121		$	47		$	18
PECO ^(b)	138			290			224
BGE ^(c)	388			608			502
Pepco ^(d)	255			295			—
DPL ^(e)	179			154			—
ACE^(f)	29			37			—
BSC	1			2			1
Other	4			6			4
Total operating revenues from affiliates	$	1,115		$	1,439		$	749
Purchased power and fuel from affiliates:
ComEd	$	13		$	—		$	—
BGE	9			12			14
Other	(3		)	—			—
Total purchased power and fuel from affiliates	$	19		$	12		$	14
Operating and maintenance from affiliates:
ComEd ^(g)	$	7		$	7		$	4
PECO ^(g)	1			3			2
BGE ^(g)	1			1			—
Pepco	—			1			—
PHISCO	1			1			—
BSC ^(h)	689			650			614
Other	$	(2	)	$	—		$	—
Total operating and maintenance from affiliates	$	697		$	663		$	620
Interest expense to affiliates, net:
Exelon Corporate ⁽ⁱ⁾	$	37		$	39		$	43
PCI	1			—			—
PECO	1			—			—
Total interest expense to affiliates, net:	39			39			43
Earnings (losses) in equity method investments
Qualifying facilities and domestic power projects	$	(33	)	$	(25	)	$	(8	)
Capitalized costs
BSC ^(h)	$	98		$	98		$	76
Cash distribution paid to member	$	659		$	922		$	2,474
Contribution from member	$	102		$	142		$	47



	December 31,
	2017		2016
Receivables from affiliates (current):
ComEd ^(a)	$	28	$	14
PECO ^(b)	26		33
BGE ^(c)	24		26
Pepco ^(d)	36		44
DPL ^(e)	12		16
ACE ^(f)	6		9
PHISCO ^(h)	1		5
PCI	—		8
Other	7		1
Total receivables from affiliates (current)	$	140	$	156
Intercompany money pool (current):
PCI	$	54	$	55
Payables to affiliates (current):
Exelon Corporate ⁽ⁱ⁾	$	21	$	22
BSC ^(h)	74		99
ComEd	12		9
PECO ^(b)	4		—
Other	12		7
Total payables to affiliates (current)	$	123	$	137
Long-term debt due to affiliates (noncurrent):
Exelon Corporate ^(k)	$	910	$	922
Payables to affiliates (noncurrent):
BSC ^(h)	$	—	$	1
ComEd ^(j)	2,528		2,169
PECO ^(j)	537		438
Total payables to affiliates (noncurrent)	$	3,065	$	2,608

__________


(a)	Generation has an ICC-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 a ten-year agreement with PECO to sell solar 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)	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.


(h)	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.


(i)	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.


(j)	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—Asset Retirement Obligations.

(k)

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.

ComEd

The financial statements of ComEd include related party transactions as presented in the tables below:



	For the Years Ended December 31,
	2017		2016		2015
Operating revenues from affiliates
Generation	$	9	$	7	$	4
BSC	6		6		—
PECO	—		1		—
BGE	—		1		—
Total operating revenues from affiliates	$	15	$	15	$	4
Purchased power from affiliate
Generation ^(a)	$	108	$	47	$	18
Operating and maintenance from affiliates
BSC ^(b)	$	270	$	225	$	195
PECO	—		1		—
BGE	—		1		—
Total operating and maintenance from affiliates	$	270	$	227	$	195
Interest expense to affiliates, net:
ComEd Financing III	$	13	$	13	$	13
Capitalized costs
BSC ^(b)	$	118	$	112	$	103
Cash dividends paid to parent	$	422	$	369	$	299
Contribution from parent	$	651	$	315	$	202



	December 31,
	2017		2016
Prepaid voluntary employee beneficiary association trust ^(c)	$	2	$	5
Receivable from affiliates (current):
Voluntary employee beneficiary association trust	$	1	$	2
Generation	12		9
Exelon Corporate ^(d)	—		345
Total receivable from affiliates (current)	$	13	$	356
Receivable from affiliates (noncurrent):
Generation ^(e)	$	2,528	$	2,169
Other	—		1
Total receivable from affiliates (noncurrent)	$	2,528	$	2,170
Payables to affiliates (current):
Generation ^(a)	$	28	$	14
BSC ^(b)	39		42
ComEd Financing III	4		4
PECO	—		2
Exelon Corporate	3		3
Total payables to affiliates (current)	$	74	$	65
Long-term debt to ComEd financing trust
ComEd Financing III	$	205	$	205

__________

(a)

ComEd procures a portion of its electricity supply requirements from Generation under an ICC-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—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.

(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)	Represents indemnification from Exelon Corporate related to the like-kind exchange.


(e)	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.

PECO

The financial statements of PECO include related party transactions as presented in the tables below:



	For the Years Ended December 31,
	2017			2016		2015
Operating revenues from affiliates:
Generation ^(a)	$	1		$	3	$	2
BSC	5			3		—
ComEd	—			1		—
BGE	1			1		—
Total operating revenues from affiliates	$	7		$	8	$	2
Purchased power from affiliate
Generation^(b)	$	135		$	287	$	220
Operating and maintenance from affiliates:
BSC ^(c)	$	146		$	142	$	107
Generation	2			2		3
ComEd	—			1		—
BGE	1			1		—
Total operating and maintenance from affiliates	$	149		$	146	$	110
Interest expense to affiliates, net:
PECO Trust III	$	6		$	6	$	6
PECO Trust IV	6			6		6
Generation	(1		)	—		—
Total interest expense to affiliates, net:	$	11		$	12	$	12
Capitalized costs
BSC ^(c)	$	59		$	57	$	40
Cash dividends paid to parent	$	288		$	277	$	279
Contribution from parent	$	16		$	18	$	16



	December 31,
	2017		2016
Prepaid voluntary employee beneficiary association trust ^(d)	$	—	$	1
Receivable from affiliate (current):
ComEd	$	—	$	2
BGE	—		2
Total receivable from affiliates (current)	$	—	$	4
Receivable from affiliate (noncurrent):
Generation ^(e)	$	537	$	438
Payables to affiliates (current):
Generation^(b)	$	22	$	33
BSC^(c)	29		28
Exelon Corporate	1		1
PECO Trust III	1		1
Total payables to affiliates (current)	$	53	$	63
Long-term debt to financing trusts:
PECO Trust III	$	81	$	81
PECO Trust IV	103		103
Total long-term debt to financing trusts	$	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 and ten-year agreements with Generation to purchase non-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.

BGE

The financial statements of BGE include related party transactions as presented in the tables below:



	For the Years Ended December 31,
	2017		2016		2015
Operating revenues from affiliates:
Generation ^(a)	$	10	$	13	$	14
BSC	5		6		—
ComEd	—		1		—
PECO	1		1		—
Total operating revenues from affiliates	$	16	$	21	$	14
Purchased power from affiliate
Generation ^(b)	$	384	$	604	$	498
Operating and maintenance from affiliates:
BSC ^(c)	$	152	$	130	$	118
ComEd	—		1		—
PECO	1		1		—
Total operating and maintenance from affiliates	$	153	$	132	$	118
Interest expense to affiliates, net:
BGE Capital Trust II	$	10	$	16	$	16
Capitalized costs
BSC ^(c)	$	54	$	36	$	28
Cash dividends paid to parent	$	198	$	179	$	158
Contribution from parent	$	184	$	61	$	7



	December 31,
	2017		2016
Receivable from affiliates (current):
Other	$	1	$	—
Payables to affiliates (current):
Generation ^(b)	$	24	$	26
BSC ^(c)	25		22
Exelon Corporate	1		1
PECO	—		2
BGE Capital Trust II	—		3
Other	2		1
Total payables to affiliates (current)	$	52	$	55
Long-term debt to BGE financing trust
BGE Capital Trust II	$	—	$	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.

PHI

The financial statements of PHI include related party transactions as presented in the tables below:



	Successor
	For the Year Ended December 31,		March 24, 2016 to December 31,
	2017		2016
Operating revenues from affiliates:
BSC	$	48	$	44
PHISCO	2		—
Generation	—		1
Total operating revenues from affiliates	$	50	$	45
Purchased power from affiliate
Generation	$	463	$	486
Operating and maintenance from affiliates:
BSC^(a)	$	145	$	86
Other	5		3
Total operating and maintenance from affiliates	$	150	$	89
Cash dividends paid to parent	$	311	$	273
Contribution from member	$	758	$	1,251



	Successor
	December 31,
	2017		2016
Payables to affiliates (current):
Generation	$	54	$	74
BGE	1		—
BSC^(a)	24		10
Exelon Corporate	6		6
Other	5		4
Total payables to affiliates (current)	$	90	$	94

__________


(a)	PHI 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.

Pepco

The financial statements of Pepco include related party transactions as presented in the tables below:



	For the Years Ended December 31,
	2017		2016		2015
Operating revenues from affiliates:
Generation ^(a)	$	—	$	1	$	—
PHISCO	6		4		5
Total operating revenues from affiliates	$	6	$	5	$	5
Purchased power from affiliate
Generation ^(b)	$	255	$	295	$	—
Operating and maintenance:
PHISCO ^(c)	$	219	$	263	$	240
PES ^(d)	29		39		26
Total operating and maintenance	$	248	$	302	$	266
Operating and maintenance from affiliates:
BSC ^(c)	$	53	$	31	$	—
PHISCO ^(c)	5		4		4
Total operating and maintenance from affiliates	$	58	$	35	$	4
Cash dividends paid to parent	$	133	$	136	$	146
Contribution from parent	$	161	$	187	$	112



	December 31,
	2017		2016
Payables to affiliates (current):
Generation ^(b)	$	36	$	44
BSC ^(c)	11		4
DPL	—		1
PHISCO ^(c)	27		25
Total payables to affiliates (current)	$	74	$	74

__________


(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.

DPL

The financial statements of DPL include related party transactions as presented in the tables below:



	For the Years Ended December 31,
	2017		2016		2015
Operating revenues from affiliates:
PHISCO	$	6	$	5	$	5
Other	2		2		1
Total operating revenues from affiliates	$	8	$	7	$	6
Purchased power from affiliate
Generation ^(a)	$	179	$	154	$	—
Operating and maintenance:
PHISCO ^(b)	$	165	$	194	$	179
PES ^(c)	9		8		3
Total operating and maintenance	$	174	$	202	$	182
Operating and maintenance from affiliates:
BSC ^(b)	$	31	$	18	$	—
Other	1		1		1
Total operating and maintenance from affiliates	$	32	$	19	$	1
Cash dividends paid to parent	$	112	$	54	$	92
Contribution from parent	$	—	$	152	$	75



	December 31,
	2017		2016
Receivables from affiliates (current):
Pepco	$	—	$	1
ACE	—		2
Total receivable from affiliates (current)	$	—	$	3
Payables to affiliates (current):
Generation ^(a)	$	12	$	16
BSC ^(b)	7		3
PHISCO ^(b)	27		19
Total payables to affiliates (current)	$	46	$	38

__________


(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.

ACE

The financial statements of ACE include related party transactions as presented in the tables below:



	For the Years Ended December 31,
	2017		2016		2015
Operating revenues from affiliates:
PHISCO	$	1	$	2	$	2
Other	1		1		2
Total operating revenues from affiliates	$	2	$	3	$	4
Purchased power from affiliate
Generation ^(a)	$	29	$	37	$	—
Operating and maintenance:
PHISCO ^(b)	$	135	$	155	$	143
Operating and maintenance from affiliates:
BSC ^(b)	$	25	$	15	$	—
Other	3		3		3
Total operating and maintenance from affiliates	$	28	$	18	$	3
Cash dividends paid to parent	$	68	$	63	$	12
Contribution from parent	$	—	$	139	$	95



	December 31,
	2017		2016
Payables to affiliates (current):
Generation ^(a)	$	6	$	9
BSC ^(b)	5		2
DPL	—		2
PHISCO ^(b)	18		16
Total payables to affiliates (current)	$	29	$	29

__________


(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.