Variable Interest Entities (All Registrants)

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 affect the entity’s economic performance.

At December 31, 2018 and 2017, Exelon, Generation, PHI and ACE collectively consolidated five VIEs or VIE groups for which the applicable Registrant was the primary beneficiary (see Consolidated Variable Interest Entities below). As of December 31, 2018 and 2017, Exelon and Generation collectively had significant interests in seven other VIEs for which the applicable Registrant does not have the power to direct the entities’ activities and, accordingly, was not the primary beneficiary (see Unconsolidated Variable Interest Entities below).

Consolidated Variable Interest Entities

The carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the Registrants' consolidated financial statements at December 31, 2018 and 2017 are as follows:



	December 31, 2018
	Exelon^(a)		Generation		PHI^(a)		ACE
Current assets	$	938	$	931	$	7	4
Noncurrent assets	9,071		9,045		26		19
Total assets	$	10,009	$	9,976	$	33	$	23
Current liabilities	$	274	$	252	$	22	19
Noncurrent liabilities	3,280		3,233		47		40
Total liabilities	$	3,554	$	3,485	$	69	$	59



	December 31, 2017
	Exelon^(a)		Generation		PHI^(a)		ACE
Current assets	$	662	$	652	$	10	$	6
Noncurrent assets	9,317		9,286		31		23
Total assets	$	9,979	$	9,938	$	41	$	29
Current liabilities	$	308	$	272	$	36	$	32
Noncurrent liabilities	3,316		3,250		66		58
Total liabilities	$	3,624	$	3,522	$	102	$	90

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(a)	Includes certain purchase accounting adjustments not pushed down to the ACE standalone entity.

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

As of December 31, 2018 and 2017, Exelon's and Generation's consolidated VIEs consist of:

Investments in Other Energy Related Companies

During 2015, Generation sold 69% of its equity interest in a company to a tax equity investor. The company holds an equity method investment in a distributed energy company that is an unconsolidated VIE (see unconsolidated VIE section for additional details). Generation and the tax equity investor contributed a total of $227 million of equity in proportion to their ownership interests to the company. The company meets the definition of a VIE because it has a similar structure to a limited partnership and the limited partners do not have kick-out rights with respect to the general partner. Generation is the primary beneficiary because Generation manages the day-to-day activities of the entity.

During the fourth quarter of 2017 Generation acquired a controlling financial interest in an energy development company. The company is in the development stage and requires additional subordinated financial support from the equity holders to fund activities. Generation is the majority owner with a 62% equity interest and has the power to direct the activities that most significantly affect the economic performance of the company.

Renewable Energy Project Companies

In July 2017, Generation sold a 49% interest in EGRP to an outside investor for $400 million of cash plus immaterial working capital and other customary post-closing adjustments. EGRP meets the definition of a VIE because the EGRP has a similar structure to a limited partnership and the limited partners do not have kick out rights with respect to the general partner. Generation is the primary beneficiary because Generation manages the day-to-day activities of the entity; therefore, Generation will continue to consolidate EGRP. EGRP is a collection of wind and solar project entities and some of these project entities are VIEs that are consolidated by EGRP. The details relating to these VIEs are discussed below.

Generation owns a number of limited liability companies that build, own, and operate solar and wind power facilities some of which are owned by EGRP. While Generation or EGRP owns 100% of the solar entities and 100% of the majority of the wind entities, it has been determined that certain of the solar and wind 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 these solar and wind entities that qualify as VIEs because Generation controls the design, construction, and operation of the facilities. Generation provides operating and capital funding to the solar and wind entities for ongoing construction, operations and maintenance and there is limited recourse related to Generation related to certain solar and wind entities.

While Generation or EGRP owns 100% of the majority of the wind entities, four of the projects have noncontrolling equity interests of 1% held by third parties and one of the projects has noncontrolling equity interests related to its Class B Membership Interest (see additional details below). The entities with noncontrolling equity interests of 1% held by third parties meet the definition of a VIE because the entities have noncontrolling equity interest holders that absorb variability from the wind projects. Generation’s or the EGRP's current economic interests in three of these projects is significantly greater than its stated contractual governance rights and all of these projects have reversionary interest provisions that provide the noncontrolling interest holder with a purchase option, certain of which are considered bargain purchase prices, which, if exercised, transfers ownership of the projects to the noncontrolling 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 or EGRP are to provide financial support to the projects in proportion to its current 99% economic interests in the projects. Generation provides operating and capital funding to the wind project entities for ongoing construction, operations and maintenance and there is limited recourse to Generation related to certain wind project entities. However, no additional support to these projects beyond what was contractually required has been provided. Generation is the primary beneficiary of these wind entities because Generation controls the design, construction, and operation of the facilities.

In December 2016, Generation sold 100% of the Class B Membership Interests to a tax equity investor and retained 100% of the Class A Membership Interests of its equity interest in one of its wind entities that was previously consolidated under the voting interest model and was subsequently contributed to EGRP in 2017. The wind entity meets the definition of a VIE because the company has a similar structure to a limited partnership and the limited partners do not have kick-out rights with respect to the general partner. While Generation is the minority interest holder, Generation is the primary beneficiary, because Generation manages the day-to-day activities of the entity. Therefore, the entity continues to be consolidated by Generation.

In 2017, Generation’s interests in EGRP were contributed to and are pledged for the ExGen Renewables IV non-recourse debt project financing structure. Refer to Note 13 — Debt and Credit Agreements for additional information on ExGen Renewables IV and ITEM 2. PROPERTIES for additional details on the specific projects included within EGRP.

Retail Power and Gas Companies

In March 2014, Generation began consolidating retail power and gas VIEs for which Generation is the primary beneficiary as a result of energy supply contracts that give Generation the power to direct the activities that most significantly affect the economic performance of the entities. Generation does not have an equity ownership interest in these entities, but provides approximately $34 million in credit support for the retail power and gas companies for which Generation is the sole supplier of energy. These entities are included in Generation’s consolidated financial statements, and the consolidation of the VIEs do not have a material impact on Generation’s financial results or financial condition.

CENG

CENG is a joint venture between Generation and EDF. On April 1, 2014, Generation, CENG, and subsidiaries of CENG executed the Nuclear Operating Services Agreement (NOSA) pursuant to which Generation now conducts all activities associated with the operations of the CENG fleet and provides corporate and administrative services to CENG and the CENG fleet for the remaining life of the CENG nuclear plants as if they were a part of the Generation nuclear fleet, subject to the CENG member rights of EDF. As a result of executing the NOSA, CENG qualifies as a VIE due to the disproportionate relationship between Generation’s 50.01% equity ownership interest and its role in conducting the operational activities of CENG and the CENG fleet conveyed through the NOSA. Further, since Generation is conducting the operational activities of CENG and the CENG fleet, Generation qualifies as the primary beneficiary of CENG and, therefore, is required to consolidate the results of operations and financial position of CENG.

Exelon and Generation, where indicated, provide the following support to CENG:

•

under power purchase agreements with CENG, Generation purchased or will purchase 50.01% of the available output generated by the CENG nuclear plants not subject to other contractual agreements from January 2015 through the end of the operating life of each respective plant. However, pursuant to amendments dated March 31, 2015, the energy obligations under the Ginna Nuclear Power Plant (Ginna) PPAs were suspended during the term of the RSSA, through the end of March 31, 2017. With the expiration of the RSSA, the PPA was reinstated beginning April 1, 2017. (see Note 4 — Regulatory Matters for additional details),


•	Generation provided a $400 million loan to CENG. As of December 31, 2018, the remaining obligation is $196 million, including accrued interest. The remaining balance was fully paid by CENG in January 2019.

•

Generation executed an Indemnity Agreement pursuant to which Generation agreed to indemnify EDF against third-party claims that may arise from any future nuclear incident (as defined in the Price-Anderson Act) in connection with the CENG nuclear plants or their operations. Exelon guarantees Generation’s obligations under this Indemnity Agreement. (See Note 22 — Commitments and Contingencies for more details),


•	Generation and EDF share in the $688 million of contingent payment obligations for the payment of contingent retrospective premium adjustments for the nuclear liability insurance, and


•	Exelon has executed an agreement to provide up to $245 million to support the operations of CENG as well as a $165 million guarantee of CENG’s cash pooling agreement with its subsidiaries.

As of December 31, 2018 and 2017, Exelon's, PHI's and ACE's consolidated VIE consists of:

ACE Transition Funding

A special purpose entity formed by ACE for the purpose of securitizing authorized portions of ACE’s recoverable stranded costs through the issuance and sale of transition bonds. Proceeds from the sale of each series of transition bonds by ATF were transferred to ACE in exchange for the transfer by ACE to ATF of the right to collect a non-bypassable Transition Bond Charge from ACE customers pursuant to bondable stranded costs rate orders issued by the NJBPU in an amount sufficient to fund the principal and interest payments on transition bonds and related taxes, expenses and fees. During the three years ended December 31, 2018, 2017 and 2016, ACE transferred $30 million, $48 million and $60 million to ATF, respectively.

As of December 31, 2018 and 2017, ComEd, PECO, BGE, Pepco and DPL do not have any material consolidated VIEs.

Assets and Liabilities of Consolidated VIEs

Included within the balances above are assets and liabilities of certain consolidated VIEs for which the assets can only be used to settle obligations of those VIEs, and liabilities that creditors, or beneficiaries, do not have recourse to the general credit of the Registrants. As of December 31, 2018 and 2017, these assets and liabilities primarily consisted of the following:



	December 31, 2018
	Exelon^(a)		Generation		PHI^(a)		ACE
Cash and cash equivalents	$	414	$	414	$	—	$	—
Restricted cash and cash equivalents	66		62		4		4
Accounts receivable, net
Customer	146		146		—		—
Other	23		23		—		—
Inventory
Materials and supplies	212		212		—		—
Other current assets	52		49		3		—
Total current assets	913		906		7		4

Property, plant and equipment, net	6,145		6,145		—		—
Nuclear decommissioning trust funds	2,351		2,351		—		—
Other noncurrent assets	258		232		26		19
Total noncurrent assets	8,754		8,728		26		19
Total assets	$	9,667	$	9,634	$	33	$	23

Long-term debt due within one year	$	87	$	66	$	21	$	18
Accounts payable	96		96		—		—
Accrued expenses	72		72		1		1
Unamortized energy contract liabilities	15		15		—		—
Other current liabilities	3		3		—		—
Total current liabilities	273		252		22		19

Long-term debt	1,072		1,025		47		40
Asset retirement obligations	2,160		2,160		—		—
Unamortized energy contract liabilities	1		1		—		—
Other noncurrent liabilities	42		42		—		—
Total noncurrent liabilities	3,275		3,228		47		40
Total liabilities	$	3,548	$	3,480	$	69	$	59

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(a)	Includes certain purchase accounting adjustments not pushed down to the ACE standalone entity.



	December 31, 2017
	Exelon^(a)		Generation		PHI^(a)		ACE
Cash and cash equivalents	$	126	$	126	$	—	$	—
Restricted cash and cash equivalents	64		58		6		6
Accounts receivable, net
Customer	170		170		—		—
Other	25		25		—		—
Inventory
Materials and supplies	205		205		—		—
Other current assets	45		41		4		—
Total current assets	635		625		10		6

Property, plant and equipment, net	6,186		6,186		—		—
Nuclear decommissioning trust funds	2,502		2,502		—		—
Other noncurrent assets	274		243		31		23
Total noncurrent assets	8,962		8,931		31		23
Total assets	$	9,597	$	9,556	$	41	$	29

Long-term debt due within one year	$	102	$	67	$	35	$	31
Accounts payable	114		114		—		—
Accrued expenses	67		66		1		1
Unamortized energy contract liabilities	18		18		—		—
Other current liabilities	7		7		—		—
Total current liabilities	308		272		36		32

Long-term debt	1,154		1,088		66		58
Asset retirement obligations	2,035		2,035		—		—
Other noncurrent liabilities	121		121		—		—
Total noncurrent liabilities	3,310		3,244		66		58
Total liabilities	$	3,618	$	3,516	$	102	$	90

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(a)	Includes certain purchase accounting adjustments not pushed down to the ACE standalone entity.

Unconsolidated Variable Interest Entities

Exelon’s and Generation’s variable interests in unconsolidated VIEs generally include equity investments and energy purchase and sale contracts. For the equity investments, the carrying amount of the investments is reflected in Exelon’s and Generation’s Consolidated Balance Sheets in Investments. For the energy purchase and sale contracts (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 material debt or equity support, liquidity arrangements or performance guarantees associated with these commercial agreements.

As of December 31, 2018 and 2017, Exelon and Generation had significant unconsolidated variable interests in seven VIEs for which Exelon or Generation, as applicable, was not the primary beneficiary. These interests include certain equity method investments and certain commercial agreements. Exelon and Generation only include unconsolidated VIEs that are individually material in the tables below. However, Exelon and Generation have several individually immaterial VIEs that in aggregate represent a total investment of $15 million and $13 million, respectively, as of December 31, 2018. These immaterial VIEs are equity and debt securities in energy development companies. As of December 31, 2018, the maximum exposure to loss related to these securities included in Investments in Exelon's and Generation's Consolidated Balance Sheets is limited to the $15 million and $13 million, respectively.

The following tables present summary information about Exelon and Generation’s significant unconsolidated VIE entities:



December 31, 2018	Commercial Agreement VIEs		Equity Investment VIEs		Total
Total assets^(a)	$	597	$	472	$	1,069
Total liabilities^(a)	37		222		259
Exelon's ownership interest in VIE^(a)	—		223		223
Other ownership interests in VIE^(a)	560		27		587
Registrants’ maximum exposure to loss:
Carrying amount of equity method investments	—		223		223
Contract intangible asset	7		—		7
Net assets pledged for Zion Station decommissioning^(b)	—		—		—



December 31, 2017	Commercial Agreement VIEs		Equity Investment VIEs		Total
Total assets^(a)	$	625	$	509	$	1,134
Total liabilities^(a)	37		228		265
Exelon's ownership interest in VIE^(a)	—		251		251
Other ownership interests in VIE^(a)	588		30		618
Registrants’ maximum exposure to loss:
Carrying amount of equity method investments	—		251		251
Contract intangible asset	8		—		8
Net assets pledged for Zion Station decommissioning^(b)	2		—		2

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(a)	These items represent amounts on the unconsolidated VIE balance sheets, not in Exelon’s or Generation’s Consolidated Balance Sheets. These items are included to provide information regarding the relative size of the unconsolidated VIEs.

(b)

These items represent amounts in Exelon’s and Generation’s Consolidated Balance Sheets related to the asset sale agreement with ZionSolutions, LLC. The net assets pledged for Zion Station decommissioning includes gross pledged assets of $9 million and $39 million as of December 31, 2018 and December 31, 2017, respectively; offset by payables to ZionSolutions LLC of $9 million and $37 million as of December 31, 2018 and December 31, 2017, respectively. These items are included to provide information regarding the relative size of the ZionSolutions, LLC unconsolidated VIE.

For each of the unconsolidated VIEs, Exelon and Generation have assessed the risk of a loss equal to their maximum exposure to be remote and, accordingly, Exelon and Generation have not recognized a liability associated with any portion of the maximum exposure to loss. In addition, there are no material agreements with, or commitments by, third parties that would materially affect the fair value or risk of their variable interests in these VIEs.

As of December 31, 2018 and 2017, Exelon's and Generation's unconsolidated VIEs consist of:

Energy Purchase and Sale Agreements

Generation has several energy purchase and sale agreements with generating facilities. Generation has evaluated the significant agreements, ownership structures and risks of each entity, and determined that certain of the entities are VIEs because the entity absorbs risk through the sale of fixed price power and renewable energy credits. Generation has reviewed the entities and has determined that Generation is not the primary beneficiary of the VIEs because Generation does not have the power to direct the activities that most significantly impact the VIEs economic performance.

ZionSolutions

Generation has an asset sale agreement with EnergySolutions, Inc. and certain of its subsidiaries, including ZionSolutions, LLC (ZionSolutions), which is further discussed in Note 15 — Asset Retirement Obligations. Under this agreement, ZionSolutions can put the assets and liabilities back to Generation when decommissioning activities under the asset sale agreement are complete. Generation has evaluated this agreement and determined that, through the put option, it has a variable interest in ZionSolutions but is not the primary beneficiary. As a result, Generation has concluded that consolidation is not required. Other than the asset sale agreement, Exelon and Generation do not have any contractual or other obligations to provide additional financial support and ZionSolutions’ creditors do not have any recourse to Exelon’s or Generation’s general credit.

Investment in Distributed Energy Companies

In July 2014, Generation entered into an arrangement to purchase a 90% equity interest and 90% of the tax attributes of a distributed energy company. Generation contributed a total $85 million of equity. The distributed energy company meets the definition of a VIE because the company has a similar structure to a limited partnership and the limited partners do not have kick-out rights of the general partner. Generation is not the primary beneficiary; therefore, the investment continues to be recorded using the equity method.

During 2015, a company that is consolidated by Generation as a VIE entered into an arrangement to purchase a 90% equity interest and 99% of the tax attributes of another distributed energy company (see additional details in the Consolidated Variable Interest Entities section above). The equity holders (of which Generation is one) contributed to the distributed energy company a total of $227 million of equity in proportion to their ownership interests. The equity holders provided a parental guarantee of up to $275 million in support of equity contributions to the distributed energy company. As all equity contributions were made as of the first quarter of 2017, there is no further payment obligation under the parental guarantee. The distributed energy company meets the definition of a VIE because the company has a similar structure to a limited partnership and the limited partners do not have kick-out rights of the general partner. Generation is not the primary beneficiary; therefore, the investment is recorded using the equity method.

Both distributed energy companies from the 2015 and 2014 arrangements are considered related parties to Generation.

ComEd and PECO

The financing trust of ComEd, ComEd Financing III, and the financing trusts of PECO, PECO Trust III and PECO Trust IV, are not consolidated in Exelon’s, ComEd’s, or PECO’s financial statements. These financing trusts were created to issue mandatorily redeemable trust preferred securities. ComEd and PECO have concluded that they do not have a significant variable interest in ComEd Financing III, PECO Trust III, or PECO Trust IV as each Registrant financed its equity interest in the financing trusts through the issuance of subordinated debt and, therefore, has no equity at risk. See Note 13 — Debt and Credit Agreements for additional information.