Under the applicable authoritative guidance, 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 impact the entity's economic performance.

As of December 31, 2012, the Registrant's consolidated five VIEs or VIE groups for which the Registrants were the primary beneficiary, and the Registrants had significant interests in nine other VIEs for which the Registrants do not have the power to direct the entities' activities and, accordingly, were not the primary beneficiary.

The carrying amounts and classification of the consolidated VIEs' assets and liabilities included in the Registrants' consolidated financial statements at December 31, 2012 and 2011 are as follows:

		December 31, 2012						December 31, 2011
		Exelon (a)		Generation		BGE (b)		Exelon		Generation		BGE (b)
Current assets		$	550	$	519	$	30	$	15	$	15	$	30
Noncurrent assets			1,802		1,762		-		784		784		-
	Total assets	$	2,352	$	2,281	$	30	$	799	$	799	$	30

Current liabilities		$	685	$	613	$	71	$	181	$	181	$	69
Noncurrent liabilities			837		532		265		77		77		332
	Total liabilities	$	1,522	$	1,145	$	336	$	258	$	258	$	401

Except as specifically noted below, the assets in the table above are restricted for settlement of the VIE obligations and the liabilities in the preceding table can only be settled using VIE resources.

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 receive non-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 determined that BondCo is a VIE for which it is the primary beneficiary. As a result, BGE consolidated BondCo.

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 2012, 2011, and 2010, BGE remitted $85 million, $92 million, and $90 million, respectively, to BondCo.

BGE did not provide any additional financial support to BondCo during 2012 or 2011. 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.

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.

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.

Retail Power Supply Entity. Generation also consolidates a retail power supply VIE for which Constellation became the primary beneficiary in 2008 as a result of a modification to its contractual arrangements that changed the allocation of the economic risks and rewards of the VIE among the variable interest holders. This entity now sits under Generation Consolidated and the consolidation of this VIE did not have a material impact on Generation's financial results or financial condition.

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), a 230-MW solar PV project in northern Los Angeles County, California, from First Solar Inc. 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 capital funding to these solar VIE entities for ongoing construction of the solar power facilities. In addition, these solar VIE entities have an aggregate amount of debt with third parties of $220 million for which the creditors have recourse to Generation.

Wind Project Entity Group. Generation owns and operates a number of wind project limited liability entities, the majority of which were acquired on December 9, 2010 when Generation completed 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 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 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 power facilities. While Generation owns 100% of the majority of the wind project entities, 10 of the projects have noncontrolling equity interests held by third parties, that currently range between 1% and 6%. Of these 10 projects, Generation's current economic interests in nine of the projects are significantly greater than its stated contractual governance rights and all of these projects have reversionary interest provisions that provide the non-controlling interest holder with a purchase option, certain of which are considered bargain purchase prices, which, if exercised, transfers ownership of the projects to the non-controlling 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 economic interests in the projects that currently range between 94% and 99%. However, no additional support to these projects beyond what was contractually required has been provided during 2012. As of December 31, 2012, 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 relate to the wind generating assets, PPA intangible assets and working capital amounts.

Exelon's and Generation's variable interests in unconsolidated VIEs generally include three transaction types: (1) equity method investments, (2) energy purchase and sale contracts, and (3) fuel purchase commitments. For the equity method investments, the carrying amount of the investments is reflected on their Consolidated Balance Sheets in investments in affiliates. 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 or guaranteed the debt or equity support, or provided liquidity arrangements, performance guarantees or other commitments associated with these commercial agreements.

As of December 31, 2012, Exelon and Generation did have significant variable interests in and exposure to loss associated with nine VIEs for which they were not the primary beneficiary; including certain equity method investments and certain commercial agreements. As of December 31, 2011, Exelon and Generation had a significant variable interest in and exposure to loss associated with one VIE for which they were not the primary beneficiary. The following tables present summary information about the significant unconsolidated VIE entities for which Exelon and Generation have exposure to loss:

				Equity
		Commercial		Method
		Agreement		Investment
December 31, 2012		VIEs		VIEs		Total
Total assets (a)		$	386	$	354	$	740
Total liabilities (a)			219		114		333
Registrants' ownership interest (a)			0		97		97
Other ownership interests (a)			167		143		310
Registrants' maximum exposure to loss:
	Letters of credit		5		0		5
	Carrying amount of equity method investments		0		77		77
	Contract intangible asset		8		0		8
	Debt and payment guarantees		0		5		5
	Net assets pledged for Zion Station decommissioning (b)		50		0		50

				Equity
		Commercial		Method
		Agreement		Investment
December 31, 2011		VIEs		VIEs		Total
Registrants' maximum exposure to loss:
	Net assets pledged for Zion Station decommissioning (b)		43		0		43