(Exelon, Generation, ComEd, PECO and BGE)

Exelon

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



	For the Years Ended December 31,
	2015			2014			2013
Operating revenues from affiliates:
PECO ^(a)	$	1		$	1		$	10
CENG ^(b)	—			17			56
BGE ^(a)	4			5			4
Other	4			—			—
Total operating revenues from affiliates	$	9		$	23		$	70
Purchase power and fuel from affiliates:
CENG^(c)	$	—		$	282		$	992
Keystone Fuels, LLC ^(d)	—			138			144
Conemaugh Fuels, LLC ^(d)	—			99			98
Safe Harbor Water Power Corp ^(d)	—			12			22
Total purchase power and fuel from affiliates	$	—		$	531		$	1,256
Interest expense to affiliates, net:
ComEd Financing III	$	13		$	13		$	13
PECO Trust III	6			6			6
PECO Trust IV	6			6			6
BGE Capital Trust II	16			16			16
Total interest expense to affiliates, net	$	41		$	41		$	41
Earnings (losses) in equity method investments:
CENG ^(e)	$	—		$	(19	)	$	9
Qualifying facilities and domestic power projects	(8		)	(1		)	1
Other	$	1		$	—		$	—
Total earnings (losses) in equity method investments	$	(7	)	$	(20	)	$	10



	December 31,
	2015		2014
Payables to affiliates (current):
ComEd Financing III	$	4	$	4
PECO Trust III	1		1
BGE Capital Trust II	3		3
Total payables to affiliates (current)	$	8	$	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		252
Total long-term debt due to financing trusts	$	641	$	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 Statement of Operations. See Note 3—Regulatory Matters for additional information.

(b)

Beginning in 2012, Generation entered into a power services agency agreement (PSAA) with the CENG plants, which as of April 1, 2014, was amended and extended until the permanent cessation of power generation by the CENG generation plants. The PSAA is an agreement under which Generation provides scheduling, asset management and billing services to the CENG plants for a specified monthly fee. The charges for services reflect the cost of the services. On April 1, 2014, Generation and CENG entered into a Nuclear Operating Services Agreement (NOSA) pursuant to which Generation will operate the CENG nuclear generation fleet owned by CENG subsidiaries and provide corporate and administrative services for the remaining life of the CENG nuclear plants as if they were part of the Generation nuclear fleet. For further information regarding the Investment in CENG, see Note 5—Investment in Constellation Energy Nuclear Group, LLC.

(c)

CENG owns 100% of four nuclear units in Maryland and New York and 82% of Nine Mile Point Unit 2 in New York. Beginning in 2012, Generation had a PPA under which it purchased 85% of the nuclear plant output owned by CENG that was not sold to third parties under pre-existing unit-contingent PPAs through 2014. Beginning on January 1, 2015 and continuing to the end of the life of the respective plants, Generation will purchase on a unit-contingent basis 50.01% of the nuclear plant output owned by CENG and a subsidiary of EDF will purchase on a unit-contingent basis 49.99% of the nuclear plant output owned by CENG (EDF PPA) not sold to third parties. Beginning April 1, 2014, sales to Generation are eliminated in consolidation. For further information regarding the Investment in CENG, see Note 5—Investment in Constellation Energy Nuclear Group, LLC.


(d)	During 2014, Generation closed the sale of Safe Harbor Water Power Corporation, Keystone Fuels, LLC, and Conemaugh Fuels LLC. Generation recorded purchase power and fuel costs from affiliates related to these generating assets during the time these assets were still partially owned by Generation. See Note 4—Mergers, Acquisitions, and Dispositions for more information.

(e)

Prior to April 1, 2014, Generation’s total gain (loss) in equity method investments includes equity investment income (loss) and amortization of the basis difference established as a result of purchase accounting applied upon Constellation merger in 2012. CENG was fully consolidated on April 1, 2014. For further information regarding the Investment in CENG, see Note 5—Investment in Constellation Energy Nuclear Group, LLC.

Transactions involving Generation, ComEd, PECO and BGE 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,
	2015			2014			2013
Operating revenues from affiliates:
ComEd ^(a)	$	18		$	176		$	506
PECO ^(b)	224			198			405
BGE ^(c)	502			387			455
CENG ^(d)	—			17			56
BSC	1			1			1
Other	4			—			—
Total operating revenues from affiliates	$	749		$	779		$	1,423
Purchase power and fuel from affiliates:
ComEd	$	—		$	1		$	1
BGE	14			25			13
CENG ^(e)	—			282			992
Keystone Fuels, LLC ⁽ⁱ⁾	—			138			144
Conemaugh Fuels, LLC ⁽ⁱ⁾	—			99			98
Safe Harbor Water Power Corporation⁽ⁱ⁾	—			12			22
Total purchase power and fuel from affiliates	$	14		$	557		$	1,270
Operating and maintenance from affiliates:
ComEd ^(f)	$	4		$	3		$	2
PECO ^(f)	2			2			1
BSC ^(g)	614			618			571
Total operating and maintenance from affiliates	$	620		$	623		$	574
Interest expense to affiliates, net:
Exelon Corporate ^(j)	$	43		$	53		$	59
Earnings (losses) in equity method investments
CENG^(h)	$	—		$	(19	)	$	9
Qualifying facilities and domestic power projects	(8		)	(1		)	1
Total earnings (losses) in equity method investments	$	(8	)	$	(20	)	$	10
Capitalized costs
BSC ^(g)	$	76		$	91		$	93
Cash distribution paid to member	$	2,474		$	645		$	625
Contribution from member	$	47		$	53		$	26



	December 31,
	2015		2014
Receivables from affiliates (current):
ComEd ^(a)	$	15	$	43
PECO ^(b)	36		29
BGE ^(c)	31		40
Other	1		1
Total receivables from affiliates (current)	$	83	$	113
Intercompany money pool (current):
Exelon Corporate	$	1,252	$	—
Long-term debt due to affiliates (current):
Exelon Corporate ^(l)	$	—	$	556
Payables to affiliates (current):
Exelon Corporate ^(j)	$	16	$	12
BSC ^(g)	78		83
ComEd	9		12
Other	1		—
Total payables to affiliates (current)	$	104	$	107
Long-term debt due to affiliates (noncurrent):
Exelon Corporate ^(l)	$	933	$	943
Payables to affiliates (noncurrent):
BSC ^(g)	$	—	$	1
ComEd ^(k)	2,172		2,389
PECO ^(k)	405		490
Total payables to affiliates (noncurrent)	$	2,577	$	2,880

_______________________


(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 five-year and ten-year agreements with PECO to sell non-solar and solar AECs, respectively. 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)

(e)


(f)	Generation requires electricity for its own use at its generating stations. Generation purchases electricity and distribution and transmission services from PECO and only distribution and transmission services from ComEd for the delivery of electricity to its generating stations.


(g)	Generation 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.

(h)

Prior to April 1, 2014, Generation’s total gain (loss) in equity method investments includes equity income (loss) and amortization of the basis difference established as a result of purchase accounting applied upon Constellation merger in 2012. CENG was fully consolidated on April 1, 2014. For further information regarding the Investment in CENG, see Note 5—Investment in Constellation Energy Nuclear Group, LLC.


(i)	During 2014, Generation closed the sale of Safe Harbor Water Power Corporation, Keystone Fuels, LLC, and Conemaugh Fuels LLC. Generation recorded purchase power and fuel costs from affiliates related to these generating assets during the time these assets were still partially owned by Generation. See Note 4—Mergers, Acquisitions, and Dispositions for more information.


(j)	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.


(k)	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 16—Asset Retirement Obligations.

(l)

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,
	2015		2014		2013
Operating revenues from affiliates
Generation	$	4	$	4	$	3
Purchased power from affiliate
Generation ^(a)	$	18	$	176	$	512
Operating and maintenance from affiliate
BSC ^(b)	$	195	$	166	$	157
Interest expense to affiliates, net:
ComEd Financing III	$	13	$	13	$	13
Capitalized costs
BSC ^(b)	$	103	$	77	$	69
Cash dividends paid to parent	$	299	$	307	$	220
Contribution from parent	$	202	$	273	$	—



	December 31,
	2015		2014
Prepaid voluntary employee beneficiary association trust ^(c)	$	11	$	13
Receivable from affiliates (current):
Voluntary employee beneficiary association trust	$	2	$	2
Generation	9		12
Exelon Corporate ^(e)	188		—
Total receivable from affiliates (current)	$	199	$	14
Receivable from affiliates (noncurrent):
Generation ^(d)	$	2,172	$	2,389
Exelon Corporate ^(e)	—		182
Total receivable from affiliates (noncurrent)	$	2,172	$	2,571
Payables to affiliates (current):
Generation ^(a)	$	15	$	43
BSC ^(b)	39		32
ComEd Financing III	4		4
PECO	2		2
Exelon Corporate	2		3
Total payables to affiliates (current)	$	62	$	84
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 13—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)	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.


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

PECO

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



	For the Years Ended December 31,
	2015		2014		2013
Operating revenues from affiliates:
Generation ^(a)	$	2	$	2	$	1
Purchased power from affiliate
Generation^(b)	$	220	$	194	$	392
Operating and maintenance from affiliates:
BSC ^(c)	$	107	$	96	$	98
Generation	3		3		3
Total operating and maintenance from affiliates	$	110	$	99	$	101
Interest expense to affiliates, net:
PECO Trust III	$	6	$	6	$	6
PECO Trust IV	6		6		6
Total interest expense to affiliates, net	$	12	$	12	$	12
Capitalized costs
BSC ^(c)	$	40	$	39	$	46
Cash dividends paid to parent	$	279	$	320	$	332
Contribution from parent	$	16	$	24	$	27



	December 31,
	2015		2014
Prepaid voluntary employee beneficiary association trust ^(d)	$	2	$	3
Receivable from affiliate (current):
ComEd	$	2	$	2
BGE	—		1
Total receivable from affiliates (current)	$	2	$	3
Receivable from affiliate (noncurrent):
Generation ^(e)	$	405	$	490
Payables to affiliates (current):
Generation^(b)	$	36	$	29
BSC^(c)	17		20
Exelon Corporate	1		2
PECO Trust III	1		1
Total payables to affiliates (current)	$	55	$	52
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,
	2015		2014		2013
Operating revenues from affiliates:
Generation ^(a)	$	14	$	25	$	13
Purchased power from affiliate
Generation ^(b)	$	498	$	382	$	452
Operating and maintenance from affiliates:
BSC ^(c)	$	118	$	103	$	83
Interest expense to affiliates, net:
BGE Capital Trust II	$	16	$	16	$	16
Capitalized costs
BSC ^(c)	$	28	$	19	$	15
Cash dividends paid to parent	$	158	$	—	$	—
Contribution from parent	$	7	$	—	$	—



	December 31,
	2015		2014
Prepaid voluntary employee beneficiary association trust ^(d)	$	—	$	1
Payables to affiliates (current):
Generation ^(b)	$	31	$	40
BSC ^(c)	17		17
Exelon Corporate	1		5
PECO	—		1
BGE Capital Trust II	3		3
Total payables to affiliates (current)	$	52	$	66
Long-term debt to BGE financing trust
BGE Capital Trust II	$	252	$	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.

(d)

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 BGE’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.