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

12 Months Ended

Dec. 31, 2014

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)	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

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

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

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

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. Exelon owned none of PECO’s preference securities, which PECO redeemed in 2013.

Mergers

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, 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 merger in the second or third quarter of 2015. 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 Upstream 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.

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, 2014 and December 31, 2013.

Credit Agreements

On May 30, 2014, Exelon Corporate amended and extended its unsecured syndicated revolving credit facility with aggregate bank commitments of $500 million through May 2019. As of December 31, 2014, Exelon Corporation had available capacity under those commitments of $494 million. See Note 13—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, 2014 and December 31, 2013:

						Maturity Date	December 31,
	Rates						2014			2013
Long-term debt
Junior subordinated notes				6.5	%	2017	$	1,150		$	—
Senior unsecured notes (a)	4.9	%	-	7.6	%	2015-2035	2,658			2,658
Total long-term debt							3,808			2,658
Unamortized debt discount and premium, net							1			2
Fair value adjustment							441			383
Long-term debt due within one year							(1,409		)	(10		)
Long-term debt							$	2,841		$	3,033

___________

(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 and thereafter are as follows:

2015	$	1,350
2016	—
2017	1,150
2018	—
2019	—
Remaining years	1,308
Total long-term debt	$	3,808

Commitments and Contingencies

See Note 22—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)	2014			2013			2012
Operating and maintenance from affiliates:
Business Services Company, LLC(a)	$	38		$	34		$	72
Interest income from affiliates, net:
Exelon Generation Consolidated	$	53		$	36		$	75
Equity in earnings of investments:
Exelon Energy Delivery Company, LLC (b)	$	958		$	834		$	713
Exelon Ventures Company, LLC (c)	926			1,076			564
UII, LLC	(6		)	(2		)	25
Exelon Transmission Company, LLC	(7		)	(5		)	(3		)
Exelon Enterprise	(1		)	—			—
Exelon Generation Consolidated	(91		)	—			—
Exelon Consolidations (d)	—			—			(21		)
Total equity in earnings of investments	$	1,779		$	1,903		$	1,278
Cash contributions received from affiliates	$	1,370		$	1,175		$	2,074

	December 31,
(in millions)	2014		2013
Accounts receivable from affiliates (current):
Business Services Company, LLC (a)	$	2	$	3
Generation	12		7
ComEd	3		9
PECO	2		2
BGE	5		1
Total accounts receivable from affiliates (current)	$	24	$	22
Notes receivable from affiliates (current):
Business Services Company, LLC(a)	$	262	$	179
Exelon Generation Consolidated (e)	$	556	$	—
Total receivable from affiliates (current):	$	818	$	179
Investments in affiliates:
Business Services Company, LLC(a)	$	193	$	201
Exelon Energy Delivery Company, LLC(b)	13,590		12,956
Exelon Ventures Company, LLC(c)	—		12,750
UII, LLC	130		470
Exelon Transmission Company, LLC	1		3
VEBA	9		10
Exelon Enterprises	23		—
Exelon Generation Consolidated	12,720		—
Exelon Consolidations	4		—
Total investments in affiliates	$	26,670	$	26,390
Notes receivable from affiliates (non-current):
Generation (e)	$	943	$	1,522
Long-term debt to affiliates (non-current):
ComEd	$	182	$	176

_____________________

(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 and BGE.

(c) Exelon Ventures Company, LLC primarily consisted of Generation and was fully dissolved as of December 31, 2014. Exelon Enterprises, Exelon Generation Consolidated, 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.