Intangible Assets (Exelon, Generation, ComEd, PECO, PHI, Pepco, DPL and ACE)

Goodwill

Exelon’s, Generation's, ComEd’s, PHI's and DPL's gross amount of goodwill, accumulated impairment losses and carrying amount of goodwill for the years ended December 31, 2017 and 2016 were as follows:



	Balance at January 1, 2016		Goodwill from business combination		Impairment losses		Measurement period adjustments ^(b)			Balance at December 31, 2016		Impairment losses		Balance at December 31, 2017
Exelon
Gross amount	$	4,655	$	4,016	$	—	$	(11	)	$	8,660	$	—	$	8,660
Accumulated impairment loss	1,983		—		—		—			1,983		—		1,983
Carrying amount	2,672		4,016		—		(11		)	6,677		—		6,677
Generation
Gross amount	47		—		—		—			47		—		47
Carrying amount	47		—		—		—			47		—		47
ComEd^(a)
Gross amount	4,608		—		—		—			4,608		—		4,608
Accumulated impairment loss	1,983		—		—		—			1,983		—		1,983
Carrying amount	2,625		—		—		—			2,625		—		2,625
DPL
Gross amount	8		—		—		—			8		—		8
Carrying amount	8		—		—		—			8		—		8



For the Year Ended December 31, 2017	Beginning Balance		Goodwill from business combination		Impairment losses		Measurement period adjustments (b)			Ending Balance
PHI - Successor
Gross amount	$	4,005	$	—	$	—	$	—		$	4,005
Accumulated impairment loss	—		—		—		—			—
Carrying Amount	4,005		—		—		—			4,005

March 24, 2016 to December 31, 2016
PHI - Successor
Gross amount	—		4,016		—		(11		)	4,005
Accumulated impairment loss	—		—		—		—			—
Carrying amount	—		4,016		—		(11		)	4,005

January 1, 2016 to March 23, 2016
PHI - Predecessor
Gross amount	1,418		—		—		—			1,418
Accumulated impairment loss	12		—		—		—			12
Carrying amount	1,406		—		—		—			1,406

__________


(a)	Reflects goodwill recorded in 2000 from the PECO/Unicom (predecessor parent company of ComEd) merger net of amortization, resolution of tax matters and other non-impairment-related changes as allowed under previous authoritative guidance.


(b)	Represents various measurement period adjustments to the valuation of the fair value of the PHI assets acquired and liabilities assumed as a result of the merger.

Goodwill is not amortized, but is subject to an assessment for impairment at least annually, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the Exelon, Generation, ComEd, PHI and DPL reporting unit below its carrying amount. Under the authoritative guidance for goodwill, a reporting unit is an operating segment or one level below an operating segment (known as a component) and is the level at which goodwill is tested for impairment. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and its operating results are regularly reviewed by segment management. Generation's operating segments are Mid-Atlantic, Midwest, New England, New York, ERCOT and all other power regions referred to collectively as “Other Power Regions”, PHI's operating segments are Pepco, DPL and ACE, and ComEd and DPL have a single operating segment. See Note 25 — Segment Information for additional information. There is no level below these operating segments for which operating results are regularly reviewed by segment management. Therefore, the ComEd, Pepco, DPL and ACE operating segments are also considered reporting units for goodwill impairment testing purposes. Exelon's and ComEd's $2.6 billion of goodwill has been assigned entirely to the ComEd reporting unit, while Exelon's and PHI's $4 billion of goodwill has been assigned to the Pepco, DPL and ACE reporting units in the amounts of $1.7 billion, $1.1 billion and $1.2 billion, respectively. DPL's $8 million of goodwill is assigned entirely to the DPL reporting unit.

Entities assessing goodwill for impairment have the option of first performing a qualitative assessment to determine whether a quantitative assessment is necessary. In performing a qualitative assessment, entities should assess, among other things, macroeconomic conditions, industry and market considerations, overall financial performance, cost factors and entity-specific events. If an entity determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not greater than the carrying amount, no further testing is required.

If an entity bypasses the qualitative assessment or performs the qualitative assessment, but determines that it is more likely than not that its fair value is less than its carrying amount, a quantitative two-step, fair value-based test is performed. Exelon's, Generation's, ComEd's, PHI's and DPL's accounting policy is to perform a quantitative test of goodwill at least once every three years. The first step in the quantitative test compares the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step is performed. The second step requires an allocation of fair value to the individual assets and liabilities using purchase price allocation accounting guidance in order to determine the implied fair value of goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss is recorded as a reduction to goodwill and a charge to operating expense.

Application of the goodwill impairment test requires management judgment, including the identification of reporting units and determining the fair value of the reporting unit, which management estimates using a weighted combination of a discounted cash flow analysis and a market multiples analysis. Significant assumptions used in these fair value analyses include discount and growth rates, utility sector market performance and transactions, projected operating and capital cash flows for Generation's, ComEd's, Pepco's, DPL's and ACE's businesses and the fair value of debt. In applying the second step (if needed), management must estimate the fair value of specific assets and liabilities of the reporting unit.

2017 and 2016 Goodwill Impairment Assessment. Generation performed a quantitative test as of November 1, 2017, for its 2017 annual goodwill impairment assessment. The first step of the test comparing the estimated fair value of Generation's reporting unit with goodwill to its carrying value, including goodwill, indicated no impairments of goodwill; therefore, the second step was not required. Generation performed a qualitative test as of November 1, 2016, for its 2016 annual goodwill impairment assessment. Based on the qualitative factors assessed, Generation concluded that the fair value of its reporting units is more likely than not greater than the carrying amount, and no further testing was required.

As of November 1, 2017, ComEd, PHI and DPL each qualitatively determined that it was more likely than not that the fair value of its reporting units exceeded their carrying values and, therefore, did not perform a quantitative assessment. As part of their qualitative assessments, ComEd, PHI and DPL evaluated, among other things, management’s best estimate of projected operating and capital cash flows for their businesses, outcomes of recent regulatory proceedings, changes in certain market conditions, including the discount rate and regulated utility peer company EBITDA multiples, while also considering, the passing margin from their last quantitative assessments.

ComEd, PHI and DPL performed quantitative tests as of November 1, 2016, for their 2016 annual goodwill impairment assessments. The first step of the tests comparing the estimated fair values of the ComEd, Pepco, DPL and ACE reporting units to their carrying values, including goodwill, indicated no impairments of goodwill; therefore, no second steps were required.

While the annual assessments indicated no impairments, certain assumptions used to estimate reporting unit fair values are highly sensitive to changes. Adverse regulatory actions or changes in significant assumptions could potentially result in future impairments of ComEd's, PHI’s or DPL’s goodwill, which could be material. Based on the results of the annual goodwill test performed as of November 1, 2016, the estimated fair values of the ComEd, Pepco, DPL and ACE reporting units would have needed to decrease by more than 30%, 10%, 10% and 10%, respectively, for ComEd and PHI to fail the first step of their respective impairment tests. The $8 million of goodwill recorded at DPL is related to DPL’s 1995 acquisition of the Conowingo Power Company and the fair value of the DPL reporting unit would have needed to decrease by more than 50% for DPL to fail the first step of the impairment test.

Other Intangible Assets and Liabilities

Exelon’s, Generation’s, ComEd’s and PHI's other intangible assets and liabilities, included in Unamortized energy contract assets and liabilities and Other deferred debits and other assets in their Consolidated Balance Sheets, consisted of the following as of December 31, 2017 and 2016:



	December 31, 2017									December 31, 2016
	Gross			Accumulated Amortization			Net			Gross			Accumulated Amortization			Net
Exelon
Software License^(a)	$	95		$	(25	)	$	70		$	95		$	(15	)	$	80
Generation
Unamortized Energy Contracts^(b)	1,938			(1,574		)	364			1,926			(1,543		)	383
Customer Relationships	305			(133		)	172			299			(109		)	190
Trade Name	243			(148		)	95			243			(125		)	118
Service Contract Backlog	—			—			—			9			(7		)	2
ComEd
Chicago Settlement Agreements^(c)	162			(141		)	21			162			(133		)	29
PHI
Unamortized Energy Contracts^(b)	(1,515		)	766			(749		)	(1,515		)	430			(1,085		)
Pepco
DC Sponsorship Agreement^(d)	—			—			—			25			—			25
Total	$	1,228		$	(1,255	)	$	(27	)	$	1,244		$	(1,502	)	$	(258	)

__________


(a)	On May 31, 2015, Exelon entered into a long-term software license agreement. Exelon is required to make payments starting August 2015 through May 2024. The intangible asset recognized as a result of these payments is being amortized on a straight-line basis over the contract term.


(b)	Includes unamortized energy contract assets and liabilities on Exelon's, Generations and PHI's Consolidated Balance Sheets.


(c)	In March 1999 and February 2003, ComEd entered into separate agreements with the City of Chicago and Midwest Generation, LLC. Under the terms of the settlement, ComEd agreed to make payments to the City of Chicago. The intangible asset recognized as a result of the settlement agreement is being amortized ratably over the remaining term of the City of Chicago franchise agreement.


(d)	PHI entered into a sponsorship agreement with the District of Columbia for future sponsorship rights associated with public property within the District of Columbia. In December 2017, the asset was written off. See Note 7 - Impairment of Long-Lived Assets and Intangibles for additional information.

The following table summarizes the estimated future amortization expense related to intangible assets and liabilities as of December 31, 2017:



For the Years Ending December 31,	Exelon		Generation		ComEd		PHI
2018	$	10	$	62	$	7	$	(189	)
2019	10		57		7		(119		)
2020	10		68		7		(115		)
2021	10		77		—		(92		)
2022	10		54		—		(89		)

The following table summarizes the amortization expense related to intangible assets and liabilities for each of the years ended December 31, 2017, 2016 and 2015:



For the Years Ended December 31,	Exelon ^(a)		Generation ^(a)		ComEd
2017	$	92	$	83	$	7
2016	87		79		7
2015	76		69		7

__________

(a) At Exelon, amortization of unamortized energy contracts totaling $35 million, $35 million and $22 million for the years ended December 31, 2017, 2016 and 2015, respectively, was recorded in Operating revenues or Purchased power and fuel expense within Exelon’s Consolidated Statements of Operations and Comprehensive Income. At Generation, amortization of unamortized energy contracts totaling $35 million, $35 million and $22 million for the years ended December 31, 2017, 2016 and 2015, respectively, was recorded in Operating revenues or Purchased power and fuel expense within Generation’s Consolidated Statements of Operations and Comprehensive Income

Acquired Intangible Assets and Liabilities

Accounting guidance for business combinations requires the acquirer to separately recognize identifiable intangible assets in the application of purchase accounting.

Unamortized Energy Contracts. Unamortized energy contract assets and liabilities represent the remaining unamortized fair value of non-derivative energy contracts that Exelon and Generation have acquired. The valuation of unamortized energy contracts was estimated by applying either the market approach or the income approach depending on the nature of the underlying contract. The market approach was utilized when prices and other relevant information generated by market transactions involving comparable transactions were available. Otherwise, the income approach, which is based upon discounted projected future cash flows associated with the underlying contracts, was utilized. The fair value is based upon certain unobservable inputs, which are considered Level 3 inputs, pursuant to applicable accounting guidance. Key estimates and inputs include forecasted power and fuel prices and the discount rate. The Exelon Wind unamortized energy contracts are amortized on a straight-line basis over the period in which the associated contract revenues are recognized as a decrease in Operating revenues within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. In the case of Antelope Valley, Constellation, CENG, Integrys and ConEdison, the fair value amounts are amortized over the life of the contract in relation to the present value of the underlying cash flows as of the acquisition dates through either Operating revenues or Purchased power and fuel expense within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. At PHI, offsetting regulatory assets or liabilities were also recorded. The unamortized energy contract assets and liabilities and any corresponding regulatory assets or liabilities, respectively, are amortized over the life of the contract in relation to the expected realization of the underlying cash flows.

Customer Relationships. The customer relationship intangibles were determined based on a “multi-period excess method” of the income approach. Under this method, the intangible asset’s fair value is determined to be the estimated future cash flows that will be earned on the current customer base, taking into account expected contract renewals based on customer attrition rates and costs to retain those customers. The fair value is based upon certain unobservable inputs, which are considered Level 3 inputs, pursuant to applicable accounting guidance. Key assumptions include the customer attrition rate and the discount rate. The accounting guidance requires that customer-based intangibles be amortized over the period expected to be benefited using the pattern of economic benefit. The amortization of the customer relationships recorded in Depreciation and amortization expense within Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income.

Service Contract Backlog. The service contract backlog intangibles were determined based on a “multi-period excess method” of the income approach. Under this method, the intangible asset’s fair value is determined to be the estimated future cash flows that will be earned on the contracts. The fair value is based upon certain unobservable inputs, which are considered Level 3 inputs, pursuant to applicable accounting guidance. Key assumptions include estimated revenues and expenses to complete the contracts as well as the discount rate. The accounting guidance requires that customer-based intangibles be amortized over the period expected to be benefited using the pattern of economic benefit. The amortization of the service contract backlog is recorded in Depreciation and amortization expense within Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income.

Trade Name. The Constellation trade name intangible was determined based on the relief from royalty method of income approach whereby fair value is determined to be the present value of the license fees avoided by owning the assets. The fair value is based upon certain unobservable inputs, which are considered Level 3 inputs, pursuant to applicable accounting guidance. Key assumptions include the hypothetical royalty rate and the discount rate. The Constellation trade name intangible is amortized on a straight-line basis over a period of 10 years. The amortization of the trade name is recorded in Depreciation and amortization expense within Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income.

Renewable Energy Credits and Alternative Energy Credits (Exelon, Generation, PECO, PHI, DPL and ACE)

Exelon’s, Generation’s, ComEd’s, PECO's, PHI's, DPL's and ACE's other intangible assets, included in Other current assets and Other deferred debits and other assets on the Consolidated Balance Sheets, include RECs (Exelon, Generation, ComEd, PHI, DPL and ACE) and AECs (Exelon and PECO). Purchased RECs are recorded at cost on the date they are purchased. The cost of RECs purchased on a stand-alone basis is based on the transaction price, while the cost of RECs acquired through PPAs represents the difference between the total contract price and the market price of energy at contract inception. Generally, revenue for RECs that are part of a bundled power sale is recognized when the power is produced and delivered to the customer, otherwise, the revenue is recognized upon physical transfer of the REC.

The following table summarizes the current and noncurrent Renewable and Alternative Energy Credits for the years ended December 31, 2017 and 2016:



	As of December 31, 2017
							Successor
	Exelon		Generation		PECO		PHI		DPL		ACE
Current AEC's	$	1	$	—	$	1	$	—	$	—	$	—
Noncurrent AEC's	—		—		—		—		—		—
Current REC's	321		312		—		9		8		1
Noncurrent REC's	27		27		—		—		—		—
	As of December 31, 2016
							Successor
	Exelon		Generation		PECO		PHI		DPL		ACE
Current AEC's	$	1	$	—	$	1	$	—	$	—	$	—
Noncurrent AEC's	—		—		—		—		—		—
Current REC's	330		318		—		12		11		1
Noncurrent REC's	29		29		—		—		—		—