ComEd 2015 Annual Report Download - page 88

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(j) Reflects the non-cash gain recorded upon consolidation of CENG in accordance with the execution of the NOSA on April 1, 2014 (net of taxes of $102 million).
(k) Reflects a benefit related to the favorable settlement in 2015 and 2014 of certain income tax positions on Constellation’s pre-acquisition tax returns.
(l) Reflects the impact of mark-to-market activity on forward-starting interest rate swaps held at Exelon Corporate related to financing for the pending PHI acquisition for the years
ended December 31, 2015 and 2014 (net of taxes of $14 million and $39 million, respectively).
(m) Reflects the costs associated with the exchange and redemption in December 2015 of certain mandatorily redeemable debt issued to finance the PHI merger (net of taxes of $8
million).
(n) Reflects the reduction of a previously recorded state income tax reserve associated with the 2014 sales of Keystone and Conemaugh for the year ended December 31, 2015.
(o) Reflects a benefit for the favorable settlement of a long-term railcar lease agreement pursuant to the Midwest Generation bankruptcy for the year ended December 31, 2015 (net
of taxes of $4 million).
(p) Represents Generation’s non-controlling interest related to CENG exclusion items, primarily related to the impact of unrealized gains and losses on NDT fund investments and
mark-to-market activity in 2015, and in 2014 the impact of unrealized gains and losses on NDT fund investments, costs incurred associated with the integration, non-cash
amortization of intangible assets, net, related to commodity contracts, mark-to-market activity, and changes in asset retirement obligations.
Merger and Acquisition Costs
As presented in the table above, Exelon has incurred and will continue to incur costs associated with the Integrys and PHI acquisitions
including employee-related expenses (e.g. severance, retirement, relocation and retention bonuses), financing costs, integration initiatives, and
certain pre-acquisition contingencies.
For the years ended December 31, 2015 and 2014, expense has been recognized for costs incurred to achieve the Constellation merger,
CENG integration, Integrys acquisition and pending PHI acquisition as follows:
Pre-tax Expense
Twelve Months Ended December 31, 2015
Merger Integration and Acquisition Expense: Generation ComEd PECO BGE Exelon
Financing $ — $ — $— $— $ 21
Transaction — — — — 23
Other 32 9 4 5 51
Total $ 32 $ 9 $ 4 $ 5 $ 95
Pre-tax Expense
Twelve Months Ended December 31, 2014
Merger Integration and Acquisition Expense: Generation ComEd PECO BGE Exelon
Financing $ — $ — $— $— $ 31
Transaction — — — — 26
Regulatory commitments 44 — — — 44
Employee-related 5 — — — 5
Other 56 4 2 2 65
Total $ 105 $ 4 $ 2 $ 2 $ 171
(a) Reflects costs incurred at Exelon related to the financing of the PHI acquisition, including upfront credit facility fees. Excludes mark-to-market activity on forward-starting swaps and
costs associated with the exchange and redemption of mandatorily redeemable debt.
(b) External, third party costs paid to advisors, consultants, lawyers and other experts to assist in the due diligence and regulatory approval processes and in the closing of
transactions.
(c) Costs to integrate CENG, Constellation and Integrys processes and systems into Exelon and to terminate certain Constellation debt agreements. Also includes professional fees
primarily related to integration for the pending PHI acquisition.
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(a)
(b)
(c)
(a)
(b)
(d)
(e)
(c)
Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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