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FORM 10-K

BALTIMORE GAS & ELECTRIC CO - EXC

Filed: February 10, 2016 (period: December 31, 2015)

Annual report with a comprehensive overview of the company

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user

assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be

limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 1
MornongstarÂ® Document Researchâ„ FORM 10-K BALTIMORE GAS & ELECTRIC CO - EXC Filed: February 10, 2016 (period: December 31, 2015) Annual report with a comprehensive overview of the company The information contained herein may not be copied, adapted or distributed and is not warranted to be ...

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...Which Registered EXELON CORPORATION: Common Stock, without par value Series A Junior Subordinated Debentures Corporate Units New York and Chicago New York New York New York PECO ENERGY COMPANY: Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38% Cumulative Preferred Security...

Page 3
... common equity held by nonaffiliates of each registrant as of June 30, 2015 was as follows: Exelon Corporation Common Stock, without par value Exelon Generation Company, LLC Commonwealth Edison Company Common Stock, $12.50 par value PECO Energy Company Common Stock, without par value Baltimore Gas...

Page 4
Exelon Generation Company, LLC, PECO Energy Company and Baltimore Gas and Electric Company meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and are therefore filing this Form in the reduced disclosure format. Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, ...

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... ISSUER PURCHASES OF EQUITY SECURITIES SELECTED FINANCIAL DATA Exelon Corporation Exelon Generation Company, LLC Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exelon Corporation...

Page 6
... PECO Energy Company Baltimore Gas and Electric Company Combined Notes to Consolidated Financial Statements 1. Significant Accounting Policies 2. Variable Interest Entities 3. Regulatory Matters 4. Mergers, Acquisitions, and Dispositions 5. Investment in Constellation Energy Nuclear Group, LLC...

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...Corporation Exelon Generation Company, LLC Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company 437 438 439 440 441 442 476 476 477 478 479 480 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

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...Trust IV BGE Trust II PETT Registrants Other Terms and Abbreviations Exelon Corporation Exelon Generation Company, LLC Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company Exelon Business Services Company, LLC Exelon's holding company Constellation Energy Nuclear Group...

Page 9
...Service Customer Choice and Rate Relief Law of 1997 Illinois Environmental Protection Agency Legislation enacted in 2007 affecting electric utilities in Illinois Integrys Energy Services, Inc. Illinois Power Agency Internal Revenue Code 2 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016...

Page 10
...'s Investor Service Minimum Offer Price Rule Market-Related Value Megawatt Megawatt Hour National Ambient Air Quality Standards not meaningful Net Asset Value Nuclear Decommissioning Trust Nuclear Electric Insurance Limited North American Electric Reliability Corporation Natural Gas Supplier New...

Page 11
... Return on Common Equity PJM Reliability Pricing Model Renewable Energy Portfolio Standards Regional Transmission Expansion Plan Regional Transmission Organization Standard & Poor's Ratings Services United States Securities and Exchange Commission Maryland Senate Bill 1 SERC Reliability Corporation...

Page 12
...ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary... this Report. 5 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained ...

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... services holding company engaged, through Generation, in the energy generation and power marketing business, and through ComEd, PECO and BGE, in the energy delivery businesses discussed below. Exelon's principal executive offices are located at 10 South Dearborn Street, Chicago, Illinois 60603...

Page 14
... electric generation companies in the United States as measured by owned and contracted MW, physically delivers and markets power across multiple geographic regions through its customer-facing business, Constellation. Constellation sells electricity and natural gas, including renewable energy...

Page 15
... Nuclear Group, LLC of the Combined Notes to Consolidated Financial Statements for further information regarding the integration transaction. Significant Acquisitions Integrys Energy Services, Inc. On November 1, 2014, Generation acquired the competitive retail electric and natural gas business...

Page 16
... assets (a)(b) Nuclear Fossil (primarily natural gas) Renewable (c) Owned generation assets Long-term power purchase contracts Total generating resources (a) (b) (c) See "Fuel" for sources of fuels used in electric generation. Net generation capacity is stated at proportionate ownership share. See...

Page 17
... Financial Statements for additional information on revenues from external customers and revenues net of purchased power and fuel expense for each of Generation's reportable segments. Nuclear Facilities Generation has ownership interests in fourteen nuclear generating stations currently in service...

Page 18
... the industry's response, see ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS-Executive Overview. 11 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be...

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... provisions are based on the estimated useful lives of the stations, which reflect the actual and assumed renewal of operating licenses for all of Generation's operating nuclear generating stations except for Oyster Creek. 12 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

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... be in operation at Clinton in 2016 and is projected to be in operation at Three Mile Island in 2023. On-site dry cask storage in concert with on-site storage pools will be capable of meeting all current and future SNF storage requirements at Generation's sites through the end of the license renewal...

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... OF OPERATIONS-Exelon Corporation, Executive Overview; ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Critical Accounting Policies and Estimates, Nuclear Decommissioning, Asset Retirement Obligations and Nuclear Decommissioning Trust Fund Investments...

Page 22
...'s total electric supply. The majority of this output was dispatched to support Generation's wholesale and retail power marketing activities. For additional information regarding Generation's electric generating facilities, see ITEM 2. PROPERTIES-Exelon Generation Company, LLC and ITEM 7. MANAGEMENT...

Page 23
... Source of Electric Supply 2015 2014 Nuclear (a) Purchases-non-trading portfolio (b) Fossil (primarily natural gas) Renewable (c) Total supply (a) (b) (c) 175,474 61,592 14,937 5,982 257,985 166,454 48,200 26,324 6,429 247,407 Includes the proportionate share of output where Generation has an...

Page 24
... sells this open position, along with capacity not used to meet customer demand, in the wholesale electricity markets. Where necessary, Generation also purchases transmission service to ensure that it has reliable transmission capacity to physically move its power supplies to meet customer delivery...

Page 25
... to ComEd, PECO and BGE to serve their retail load. A portion of Generation's hedging strategy may be implemented through the use of fuel products based on assumed correlations between power and fuel prices, which routinely change in the market. The corporate risk management group and Exelon's RMC...

Page 26
...sale of electricity and the provision of electricity distribution and transmission services to retail customers in central Maryland, including the City of Baltimore, as well as the purchase and regulated retail sale of natural gas and the provision of gas distribution services to retail customers in...

Page 27
... services and earn a return on those capital expenditures, subject to commission approval. ComEd recovers costs through a performance-based rate formula, pursuant to EIMA. ComEd is required to file an update to the performance-based rate formula on an annual basis. PECO's and BGE's electric and gas...

Page 28
... collected from customers related to supplied energy and natural gas service. Customer choice program activity has no impact on electric and gas revenue net of purchased power and fuel expense. For those customers that choose a competitive electric generation or natural gas supplier, ComEd, PECO and...

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... are low-margin direct sales of gas to wholesale suppliers of natural gas. Earnings from these activities are shared between the utilities and customers. PECO and BGE make these sales as part of a program to balance its supply and cost of natural gas. Energy Efficiency Programs. ComEd, PECO and BGE...

Page 30
... of costs and revenues in the determination of network service transmission rates and the process for updating the formula rate calculation on an annual basis. PECO's customers are charged for PECO's PJM retail transmission services on a full and current basis through a Transmission Service Charge...

Page 31
...; the Senior Vice President, Corporate Strategy and Chief Sustainability Officer; the Corporate Environmental Strategy Director and the Environmental Regulatory Strategy Director, as well as senior management of Generation, ComEd, PECO and BGE. Performance of those individuals directly involved in...

Page 32
... a feasible technology whose costs are not wholly disproportionate to the environmental benefits to be gained and allows for a site-specific determination where the entrainment performance goal cannot be achieved. The Ginna and Nine Mile Point Unit 1 power generation facilities received renewals of...

Page 33
...to Consolidated Financial Statements for additional information regarding the Registrants' environmental remediation efforts and related impacts to the Registrants' results of operations, cash flows and financial positions. 26 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

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... addressing the issue of carbon dioxide (CO2) emissions regulation for new and existing electric generating units through the New Source Performance Standards (NSPS) under 27 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

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... The plan also advocated raising the renewable portfolio standard requirement from 20% by 2022 to 25% by 2022. The Department of Environment was required to submit a December 2015 report to the Governor and General Assembly 28 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 36
...-carbon generating fleet is seen by management as a competitive advantage. Exelon remains one of the largest, lowest carbon electric generators in the United States: nuclear for base load, natural gas for marginal and peak demand, hydro and pumped storage, and supplemental wind and solar renewables...

Page 37
...alternative energy resources, which could put downward pressure on wholesale market prices for electricity in some markets where Exelon operates generation assets. At the same time, such developments may present some opportunities for sales of Generation's renewable power, including from wind, solar...

Page 38
... and Chief Nuclear Officer, Generation Chief Operating Officer, Exelon Nuclear 31 2013 - Present 2013 - Present 2012 - 2013 2012 - 2013 2008 - 2012 2013 - Present 2012 - 2013 2010 - 2012 2015 - Present 2010 - 2015 2007 - 2010 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

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..., Exelon Chief Operating Officer, Exelon Transmission Company Senior Vice President, Mid- Atlantic Operations, Exelon Nuclear Senior Vice President and Chief Financial Officer, Generation Senior Vice President, Corporate Finance, Exelon Chief Accounting Officer, Constellation Energy Vice President...

Page 40
..., Transmission and Substations, ComEd Vice President, Controller, ComEd Assistant Corporate Controller, Exelon Director of Financial Reporting and Analysis, Exelon 2012 - Present 2010 - 2012 2008 - 2010 2010 - Present 2007 - 2010 2013 - Present 2012 - 2013 2009 - 2012 PECO Name Age Position Period...

Page 41
... Vice President, Customer Operations and Chief Customer Officer, BGE Vice President, Gas Distribution, BGE Director, Gas and Electric Field Services, BGE Vice President and General Counsel, BGE Vice President and Controller, BGE Vice President of Power Finance, Exelon Power Director, FP&A and Retail...

Page 42
...'s position as a predominantly nuclear generator selling power into competitive energy markets with a concentration in select regions, and (2) the role of ComEd, PECO and BGE as operators of electric transmission and distribution systems in three of the largest metropolitan areas in the United...

Page 43
...for renewable energy. Retail Competition: Generation's retail operations compete for customers in a competitive environment, which affects the margins that Generation can earn and the volumes that it is able to serve. In periods of sustained low natural gas and power prices and low market volatility...

Page 44
...the Registrants' projected return rates. A decline in the market value of the NDT fund investments could increase Generation's funding requirements to decommission its nuclear plants. A decline in the 37 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

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... to meet long-term commitments, Generation's ability to hedge effectively its generation portfolio, and the competitiveness and liquidity of energy markets; each could negatively impact the Registrants' results of operations, cash flows or financial positions. (Exelon, Generation, ComEd, PECO and...

Page 46
...weaker operating performance or due to a failure to properly manage their capital structure. In addition, changes in ratings methodologies by the agencies could also have a negative impact on the ratings of ComEd, PECO or BGE. 39 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 47
...-term and spot-market purchases. The supply markets for nuclear fuel, natural gas and oil are subject to price fluctuations, availability restrictions and counterparty default that could negatively affect the results of operations or cash flows for Generation. Generation's risk management policies...

Page 48
... results from operations or cash flows. (Exelon, Generation, ComEd, PECO and BGE) ComEd's, PECO's and BGE's current procurement plans include purchasing power through contracted suppliers and in the spot market. ComEd's and PECO's costs of purchased power are charged to customers without a return or...

Page 49
... the Registrants' credit risk. The effects of weather could impact the Registrants' results of operations or cash flows. (Exelon, Generation, ComEd, PECO and BGE) Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities. Temperatures...

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... (Exelon, Generation, ComEd, PECO and BGE) The Registrants' businesses are capital intensive and require significant investments by Generation in electric generating facilities and by ComEd, PECO and BGE in transmission and 43 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 51
... rates, and Exelon's, ComEd's, PECO's and BGE's operating results and cash flows are heavily dependent on the ability of ComEd, PECO and BGE to recover their costs for the retail purchase and distribution of power to their customers. 44 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016...

Page 52
...the pace of development of wind energy facilities in the Midwest, which could put downward pressure on wholesale market prices for electricity from Generation's Midwest nuclear assets, partially offsetting any additional value Exelon and Generation might derive from Generation's nuclear assets under...

Page 53
... of rising utility rates, particularly when driven by increased costs of energy production and supply, those officials and advocacy groups may question or challenge costs and transactions incurred by 46 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

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...transferee may be limited by the financial resources of the transferee. See Note 23-Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information. 47 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

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... affect the results of operations or cash flows of Generation, ComEd, PECO and BGE. (Exelon, Generation, ComEd, PECO and BGE) Changes to current state legislation or the development of Federal legislation that requires the use of renewable and alternate fuel sources, such as wind, solar, biomass and...

Page 56
..., see ITEM 1. BUSINESS "Global Climate Change" and Note 23-Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. 49 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may...

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... predict the outcome of the legal proceedings relating to their business activities. An adverse determination could negatively impact their results of operations, cash flows or financial positions. (Exelon, Generation, ComEd, PECO and BGE) The Registrants are involved in legal proceedings, claims...

Page 58
... lose revenue and incur increased fuel and purchased power expense to meet supply commitments. Operational Factors The Registrants' employees, contractors, customers and the general public could be exposed to a risk of injury due to the nature of the energy industry. (Exelon, Generation, ComEd, PECO...

Page 59
...low variable costs due to nuclear fuel costs typically being lower than fossil fuel costs. Consequently, to be successful, Generation must consistently operate its nuclear facilities at high capacity factors. Lower capacity 52 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

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... facilities or purchase additional energy in the spot or forward markets in order to satisfy Generation's obligations to committed third-party sales, including ComEd, PECO and BGE. These sources generally have higher costs than Generation incurs to produce energy from its nuclear stations. Nuclear...

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... unit. Forecasting trust fund investment earnings and costs to decommission nuclear generating stations requires significant judgment, and actual results may differ significantly from current estimates. The performance of capital markets also could significantly affect the value of the trust funds...

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... over transmission capacity or generation facility retirements could result in PJM or FERC requiring ComEd, PECO and BGE to upgrade or expand their respective transmission systems through additional capital expenditures. 55 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

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... results. (Exelon, Generation, ComEd, PECO and BGE) Generation continues to pursue growth in its existing businesses and markets and further diversification across the competitive energy value chain. Generation is pursuing investment opportunities in renewables, development of natural gas generation...

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... DCPSC. See Note 4-Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information regarding the status of regulatory approvals. 57 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Research...

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...other efficiencies related to the integration of the businesses, will exceed incremental transaction and Merger-related costs over time. 58 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied...

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... on December 2, 2015, Exelon redeemed $868 million of the debt. Exelon could be required to raise additional cash to fund the cash consideration in the Merger. 59 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

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... company's future business, operating results, cash flows, financial conditions or prospects. Exelon could record goodwill that could become impaired and adversely affect its operating results. In accordance with GAAP, the Merger will be accounted for as an acquisition of PHI common stock by Exelon...

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... Agreement, including some conditions to closing of the Merger. ITEM 1B. None. 61 UNRESOLVED STAFF COMMENTS Exelon, Generation, ComEd, PECO and BGE Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not...

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... Dresden Quad Cities Clinton Michigan Wind 2 Beebe Michigan Wind 1 Harvest 2 Harvest Beebe 1B Ewington Marshall Norgaard City Solar AgriWind Cisco Wolf CP Windfarm Blue Breezes Solar Ohio Cowell Southeast Chicago Total Midwest Limerick Peach Bottom Salem Calvert Cliffs Three Mile Island Oyster...

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... Creek 6, 7 LaPorte Total ERCOT Solar Massachusetts Holyoke Solar Solar Net Metering Solar Connecticut Mystic 8, 9 Mystic 7 Wyman West Medway Framingham New Boston Mystic Jet Total New England Nine Mile Point Ginna Solar New York Total New York AVSR Shooting Star Exelon Wind 4 Bluegrass Ridge...

Page 71
...cooling facilities, level of water supplies or generating units being temporarily out of service for inspection, maintenance, refueling, repairs or modifications required by regulatory authorities. In addition to the electric generating stations, Generation has working interests in 9 natural gas and...

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... Pennsylvania and a 42.55% ownership interest in 131 miles of 500 kV lines located in Delaware and New Jersey. 65 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed...

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...25 mmcf/day. In addition, PECO owns 31 natural gas city gate stations and direct pipeline customer delivery points at various locations throughout its gas service territory. First Mortgage and Insurance The principal properties of PECO are subject to the lien of PECO's Mortgage dated May 1, 1923, as...

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... these references. ITEM 4. MINE SAFETY DISCLOSURES Exelon, Generation, ComEd, PECO and BGE Not Applicable to the Registrants. 67 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted...

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... presents the New York Stock Exchange-Composite Common Stock Prices and dividends by quarter on a per share basis: 2015 Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter 2014 Second Quarter First Quarter MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER...

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..., in addition to Exelon, there were 299 record holders of ComEd common stock. There is no established market for shares of the common stock of ComEd. 69 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may...

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... 1,000 outstanding shares of common stock, without par value, of BGE, all of which were indirectly held by Exelon. Exelon, Generation, ComEd, PECO and BGE Dividends Under applicable Federal law, Generation, ComEd, PECO and BGE can pay dividends only from retained, undistributed or current earnings...

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... quarterly dividend of $0.31 per share on Exelon's common stock payable on March 10, 2016, to shareholders of record of Exelon at the end of the day on February 12, 2016. 71 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 79
... nuclear fleet. As a result, the 2014 financial results include CENG's results of operations on a fully consolidated basis. 2012 financial results include the activity of Constellation from the merger effective date of March 12, 2012 through December 31, 2012. December 31, 2013 (In millions) 2015...

Page 80
... nuclear fleet. As a result, the 2014 financial results include CENG's results of operations on a fully consolidated basis. 2012 financial results include the activity of Constellation from the merger effective date of March 12, 2012 through December 31, 2012. December 31, 2013 (In millions) 2015...

Page 81
... with PECO's Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (In millions) 2015 For the Years Ended December 31, 2014 2013 2012 2011 Statement of Operations data: Operating revenues Operating income Net income Net...

Page 82
... BGE's Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (In millions) 2015 For the Years Ended December 31, 2014 2013 2012 2011 Statement of Operations data: Operating revenues Operating income Net income Net income...

Page 83
... of electricity distribution and transmission and gas distribution services in central Maryland, including the City of Baltimore. â€¢ Exelon has nine reportable segments consisting of Generation's six power marketing reportable segments (Mid-Atlantic, Midwest, New England, New York, ERCOT and...

Page 84
... operational control of CENG's nuclear fleet. As a result, the 2014 financial results include CENG's results of operations on a fully consolidated basis from April 1, 2014 through December 31, 2014. The Registrants' evaluate operating performance using the measure of revenue net of purchased power...

Page 85
... discount rates for 2015 and an increase in the life expectancy assumption for plan participants in 2015, partially offset by cost savings from plan design changes for certain OPEB plans effective April 2014 and forward. 78 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

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...39 per diluted share, for the same period in 2014. In addition to net income, Exelon evaluates its operating performance using the measure of adjusted (non-GAAP) operating earnings because management believes it represents earnings directly related to the ongoing operations of the business. Adjusted...

Page 87
... a non-cash benefit pursuant to the annual update of the Generation nuclear decommissioning obligation related to the Non-Regulatory Agreement Units for the years ended December 31, 2015 and 2014 (net of taxes of $4 million). Reflects certain costs associated with mergers and acquisitions incurred...

Page 88
... income tax positions on Constellation's pre-acquisition tax returns. 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...

Page 89
... to customers. Exelon seeks to leverage its scale and expertise across the utilities platform through enhanced standardization and sharing of best practices to achieve improved operational and financial results. Additionally, 82 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

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... mitigate the current challenging conditions in competitive energy markets. Exelon's financial priorities are to maintain investment grade credit metrics at each of Exelon, Generation, ComEd, PECO and BGE, to maintain optimal capital structure and to return value to Exelon's shareholders with...

Page 91
... by Exelon, PHI, Atlantic City Electric (ACE), NJBPU staff, and the Independent Energy Coalition. The settlement provides a package of benefits to ACE customers and the state of New Jersey. This package of benefits includes the establishment of customer rate credit programs, with an aggregate value...

Page 92
... filed with the DCPSC, Exelon and PHI currently estimate direct benefits of $430 million or more on a net present value basis (excluding charitable contributions and renewable generation commitments) will be provided, including rate credits, funding for energy efficiency programs and other required...

Page 93
...-term borrowings available to Exelon. Exelon will have sufficient cash to fund the all-cash purchase price, acquisition and integration related costs, and merger commitments. See Note 14-Debt and Credit Agreements and Note 19- Shareholder's Equity of the Combined Notes to the Consolidated Financial...

Page 94
...) Quad Cities Clinton Ginna Total Asset Balances Materials and supplies inventory Nuclear fuel inventory, net Completed plant, net Construction work in progress Liability Balances Asset retirement obligation NRC License Renewal Term (a) Assumes Clinton seeks and receives a 20-year operating license...

Page 95
...pay for spent fuel management costs of up to $180 million, net of taxes, but Quad Cities is better positioned to pass the test than the other two plants. Power Markets Price of Fuels. The use of new technologies to recover natural gas from shale deposits is increasing natural gas supply and reserves...

Page 96
... generation, including low-carbon generation such as wind and solar energy, in the markets in which Generation's output is sold can negatively impact wholesale power prices, and in turn, Generation's results of operations. 89 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 97
... operation by June 1, 2015. CPV subsequently sought to extend that date. The CfD mandated that utilities (including BGE) pay (or receive) the difference between CPV's contract price and the revenues it receives for capacity and energy from clearing the unit in the PJM capacity market. Exelon...

Page 98
... to use their retail operations to hedge generation output. Strategic Policy Alignment Exelon routinely reviews its hedging policy, dividend policy, operating and capital costs, capital spending plans, strength of its balance sheet and credit metrics, and sufficiency of its liquidity position, by...

Page 99
... 31, 2015, Generation has currently approved plans to invest a total of approximately $2 billion in 2016 through 2018 on capital growth projects (primarily new plant construction and distributed generation). 92 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 100
...joint ventures, minority partners, etc.). The Registrants expect cash flows to be sufficient to meet operating expenses, financing costs and capital expenditure requirements. Exelon, Generation, ComEd, PECO and BGE have unsecured syndicated revolving credit facilities with aggregate bank commitments...

Page 101
... these reasons, Generation is unable to predict whether and to what extent it may ultimately be held responsible for remediation and other costs relating to formerly owned coal ash disposal sites under the new regulations. 94 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 102
...including the capital and margin rules for (non-cleared) Swaps that do not impact Generation's collateral requirements directly, but may have an indirect impact. 95 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 103
... process, including wind, solar, hydro, clean coal and nuclear. Costs associated with purchasing the low carbon energy credits would be collected from customers. The LCPS proposal includes consumer protection such as a price cap that would limit the impact to a 2.015% increase based off 2009 monthly...

Page 104
... accounts receivable balances, was recorded on Exelon's and PECO's Consolidated Balance Sheets as of December 31, 2015. This estimate will be revisited on a quarterly basis through program inception. PECO Gas Main Extension Program (Exelon and PECO). On November 6, 2014, PECO filed a plan with the...

Page 105
... Kane and DuPage Counties in Northern Illinois. On May 28, 2014, in a separate proceeding, FERC issued an order granting ComEd's request to include 100% of the capital costs recorded to construction work in progress during construction of the line in ComEd's transmission rate base. If the project is...

Page 106
..., and the Delaware Electric Municipal Cooperatives (the parties), filed a complaint at FERC against BGE and the PHI companies relating to their respective transmission formula rates. BGE's formula rate includes a 10.8% base rate of return on common equity (ROE) and a 50 basis point incentive for...

Page 107
... these accounting policies can be found in the Combined Notes to Consolidated Financial Statements. 100 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and is not...

Page 108
..., Generation uses an internally-developed, probability-weighted, discounted cash flow model which, on a unit-by-unit basis, considers multiple decommissioning outcome scenarios. As a result of recent nuclear plant retirements in the industry, nuclear operators and third-party service providers...

Page 109
...three operating units for ARO determination purposes is based in part on the good current physical condition and high performance of these nuclear units, the favorable status of the ongoing license renewal proceedings with the NRC, and the successful renewals for twenty-one units to date. Generation...

Page 110
... probability-weighted estimated future cash flows using these various scenarios are discounted using credit-adjusted, risk-free rates (CARFR) applicable to the various businesses in which each of the nuclear units originally operated. The accounting guidance required Generation to establish an ARO...

Page 111
... 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...

Page 112
... business climate, including decline in energy prices, condition of the asset, specific regulatory disallowance, or plans to dispose of a long-lived asset significantly before the end of its useful life, among others. 105 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 113
... hedging strategies related to those units as well as the associated intangible assets or liabilities recorded on the balance sheet. The cash flows from the generating units are generally evaluated at a regional portfolio level with cash flows generated from the customer supply and risk management...

Page 114
...(Exelon, Generation, ComEd, PECO and BGE) The Registrants have significant investments in electric generation assets and electric and natural gas transmission and distribution assets. Depreciation of these assets is generally provided over their estimated service lives on a straight-line basis using...

Page 115
... income securities, as well as certain alternative investment classes such as real estate, private equity and hedge funds. See Note 17-Retirement Benefits of the Combined Notes to Consolidated Financial Statements for information on fair value measurements of pension and other postretirement plan...

Page 116
...annual actuarial valuation. Health Care Cost Trend Rate. Assumed health care cost trend rates impact the costs reported for Exelon's other postretirement benefit plans for participant populations with plan designs that do not 109 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 117
... over participants' average remaining service period to expected retirement. The average remaining service period of postretirement benefit plan 110 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not...

Page 118
...benefit plan participants related to expected retirement was 9.7 years, 10.1 years and 9.8 years for the years ended December 31, 2015, 2014 and 2013, respectively. Regulatory Accounting (Exelon, ComEd, PECO and BGE) Exelon, ComEd, PECO and BGE account for their regulated electric and gas operations...

Page 119
... services. In addition, ComEd had a financial swap contract with Generation that expired May 31, 2013 and currently holds floating-to-fixed energy swaps with several unaffiliated suppliers that extend into 2032. PECO and BGE have entered into derivative natural gas contracts to hedge their long-term...

Page 120
... contract terms, including maturity, and market parameters, and assumptions of the future prices of energy, interest rates, volatility, credit worthiness and credit spread. For derivatives that trade in liquid 113 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 121
... so, the appropriate amount of unrecognized tax benefits to be recorded in the Registrants' consolidated financial statements. 114 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted...

Page 122
... could have a material effect on the Registrants' results of operations, financial position and cash flows. 115 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and...

Page 123
..., variances in costs incurred and investments made and actions by regulators or courts. Unbilled Revenues. The determination of Generation's, ComEd's, PECO's and BGE's retail energy sales to individual customers is based on systematic readings of customer meters generally on a monthly basis. At the...

Page 124
... 2014 2013 Exelon Generation ComEd PECO BGE $2,269 1,372 426 378 275 117 $1,623 835 408 352 198 $ 646 537 18 26 77 $1,719 1,070 249 388 197 $ (96) (235) 159 (36) 1 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 125
... 2014, Generation assumed operational control of CENG's nuclear fleet. As a result, beginning on April 1, 2014, the financial results include CENG's results of operations on a fully consolidated basis. Generation evaluates its operating performance using the measure of revenue net of purchased power...

Page 126
... management activities in the New England and South regions, partially offset by lower realized energy prices related to executing Exelon's ratable hedging strategy, higher procurement costs for replacement power due to extreme cold weather in the first quarter of 2014, and unrealized mark-to-market...

Page 127
..., Generation's revenue net of purchased power and fuel expense by region were as follows: 2015 2014 2015 vs. 2014 Variance % Change 2013 2014 vs. 2013 Variance % Change Mid-Atlantic (a)(b)(e) Midwest (c) New England New York (a)(e) ERCOT Other Power Regions Total electric revenue net of purchased...

Page 128
...GWh) 2015 2014 2015 vs. 2014 Variance % Change 2013 2014 vs. 2013 Variance % Change Nuclear Generation (a) Mid-Atlantic Midwest New York Total Nuclear Generation Fossil and Renewables (a) Mid-Atlantic Midwest New England New York ERCOT Other Power Regions Total Fossil and Renewables Purchased Power...

Page 129
... energy prices related to executing Generation's ratable hedging strategy. New England Year Ended December 31, 2015 Compared to Year Ended December 31, 2014. The increase in revenue net of purchased power and fuel expense in New England of $110 million was primarily due to the benefit of lower cost...

Page 130
... $119 million decrease in revenue net of purchased power and fuel expense in ERCOT was primarily due to higher procurement costs for replacement power in the second quarter of 2014 and the termination of an energy supply contract with a retail power supply company that was previously a consolidated...

Page 131
..., 2014. The $246 million increase in other revenue net of purchased power and fuel was primarily due to the amortization of energy contracts recorded at fair value associated with prior acquisitions, the inclusion of Integrys' gas results in 2015, and an increase in distributed generation and energy...

Page 132
... ARO update Merger and integration costs Pension and non-pension postretirement benefits expense Other Increase in operating and maintenance expense 125 $ $ 506 361 78 69 51 44 54 16 (26) (29) (29) (81) 18 1,032 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 133
... gains recorded on the sale of Generation's ownership interests in Safe Harbor Water Power Corporation, Fore River and West Valley generating stations in 2014. Refer to Note 4-Mergers, Acquisitions and Dispositions in the Combined Notes to Consolidated Financial Statements for additional information...

Page 134
... in Other, net for 2015, 2014 and 2013: 2015 2014 2013 Net unrealized (losses) gains on decommissioning trust funds Net realized gains on sale of decommissioning trust funds 127 $(197) $ 66 $134 $ 77 $146 $ 24 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 135
... that can be used to evaluate its operational performance. In general, ComEd only earns margin based on the delivery and transmission of electricity. ComEd has included its discussion of Revenue net of purchased power expense below as a complement to the financial information provided in accordance...

Page 136
... ComEd's volume of deliveries, but do affect ComEd's Operating revenue related to supplied energy, which is fully offset in Purchased power expense. Therefore, customer choice programs have no impact on Revenue net of purchased power expense. Retail deliveries purchased from competitive electric...

Page 137
...) 2015 vs. 2014 Increase (Decrease) 2014 vs. 2013 Weather Volume Electric distribution revenue Transmission revenue Regulatory required programs Uncollectible accounts recovery, net Pricing and customer mix Revenue subject to refund Other Increase in revenue net of purchased power $ $ (16...

Page 138
... 31, 2015 and 2014, ComEd recorded increased transmission revenue primarily due to higher Operating and maintenance expense and increased capital investment. See Operating and Maintenance Expense below and Note 3-Regulatory Matters of the Combined Notes to Consolidated Financial Statements for...

Page 139
... of regulatory cost recovery. An equal and offsetting amount has been recognized in Operating revenue for the periods presented. Primarily reflects increased information technology support services from BSC during 2015. 132 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 140
...2015, 2014 and 2013, were 39.7%, 39.6% and 37.9%, respectively. See Note 15-Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates. 133 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016...

Page 141
... from customers purchasing electricity directly from ComEd and customers purchasing electricity from a competitive electric generation supplier, as all customers are assessed delivery charges. For customers purchasing electricity from ComEd, revenue also reflects the cost of energy and transmission...

Page 142
... increase in Operating and maintenance expense due to an increase in storm costs partially offset by an increase in Operating revenue net of purchase power and fuel expense and a decrease in Income tax expense. 135 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 143
Table of Contents Operating Revenue Net of Purchased Power and Fuel Expense Electric and natural gas revenue and purchased power and fuel expense are affected by fluctuations in commodity procurement costs. PECO's electric supply and natural gas cost rates charged to customers are subject to ...

Page 144
... in natural gas operating revenue net of fuel expense as a result of pricing for the year ended December 31, 2014, is primarily attributable to lower overall effective rates due to increased retail gas usage. 137 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 145
.... Refer to the Operating and maintenance expense discussion below for additional information on included programs. Other. The decrease in other electric revenue net of purchased power expense for the year ended December 31, 2015 reflects the impact of lower wholesale transmission revenue, which is...

Page 146
... Statements for further discussion of the change in effective income tax rates. PECO Electric Operating Statistics and Revenue Detail % Change 2015 vs. 2014 WeatherNormal % Change % Change 2014 vs. 2013 WeatherNormal % Change Retail Deliveries to Customers (in GWhs) 2015 2014 2013 Retail...

Page 147
... Change 2014 vs. 2013 Gas revenue 2015 2014 2013 Retail Sales (a) Retail sales Transportation and other Total natural gas operating revenue 140 $511 35 $546 $608 38 $646 (16.0)% (7.9)% (15.5)% $562 38 $600 8.2% - % 7.7% Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 148
...For customers purchasing natural gas from PECO, revenue also reflects the cost of natural gas. Results of Operations-BGE Favorable (unfavorable) 2015 vs. 2014 variance Favorable (unfavorable) 2014 vs. 2013 variance 2015 2014 2013 Operating revenue Purchased power and fuel expense Revenue net of...

Page 149
... power and purchased natural gas and the amount included in rates in accordance with the MDPSC's market-based SOS and gas commodity programs, respectively. BGE is obligated to provide market-based SOS to all of its electric customers. The SOS rates charged recover BGE's wholesale power supply costs...

Page 150
... revenue for the year ended December 31, 2014 was primarily due to the impact of new electric and natural gas distribution rates charged to customers that became 143 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 151
... 31, 2015 and 2014, the increase in transmission revenue was primarily due to higher Operating and maintenance expense and increased capital investment. See Operating and Maintenance Expense below and Note 3-Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional...

Page 152
...(Decrease) 2015 vs. 2014 Increase (Decrease) 2014 vs. 2013 Property tax Franchise tax Other Increase in taxes other than income 145 $ $ 3 1 (1) 3 $ $ 2 4 2 8 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 153
...Financial Statements for additional information regarding the components of the effective income tax rates. BGE Electric Operating Statistics and Revenue Detail % Change 2015 vs. 2014 WeatherNormal % Change % Change 2014 vs. 2013 WeatherNormal % Change Retail Deliveries to customers (in GWhs) 2015...

Page 154
...purchasing electricity from a competitive electric generation supplier as all customers are assessed distribution charges. For customers purchasing electricity from BGE, revenue also reflects the cost of energy and transmission. BGE Gas Operating Statistics and Revenue Detail % Change 2015 vs. 2014...

Page 155
... Activities General Generation's cash flows from operating activities primarily result from the sale of electric energy and energy-related products and services to customers. Generation's future cash flows from operating 148 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 156
...market prices of energy and its ability to continue to produce and supply power at competitive costs as well as to obtain collections from customers. ComEd's, PECO's and BGE's cash flows from operating activities primarily result from the transmission and distribution of electricity and, in the case...

Page 157
... the extension of bonus depreciation, ComEd's 2015 revenue requirement decreased by approximately $10 million (after-tax). 150 â€¢ â€¢ â€¢ Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied...

Page 158
... 1, 2014, Generation assumed operational control of CENG's nuclear fleet. As a result, the 2015 and 2014 activity includes CENG on a fully consolidated basis beginning April 1, 2014. Changes in Exelon's, Generation's, ComEd's, PECO's and BGE's cash flows from operations were generally consistent...

Page 159
Table of Contents Generation's net mark-to-market position, as well as Exelon's decision to post more cash collateral in 2014 compared to using letters of credit in 2015 to support the PHI merger financing. â€¢ During 2015, 2014 and 2013, Generation had net collections/(payments) of approximately $...

Page 160
...projected 2016 capital expenditures at Generation are for the acquisition of nuclear fuel and the construction of new natural gas plants, respectively, with the remaining amounts reflecting investment in renewable energy and additions and upgrades to existing facilities (including material condition...

Page 161
... ComEd PECO BGE (a) $4,830 (479) 467 83 (162) $ 411 (537) 359 (250) (85) $(826) (384) 61 (361) (48) On April 1, 2014, Generation assumed operational control of CENG's nuclear fleet. As a result, the 2014 activity includes CENG on a fully consolidated basis. 154 Source: BALTIMORE GAS & ELECTRIC...

Page 162
...1,000 Exelon Corporate Generation Long Term Software License Agreement Senior Unsecured Notes (c) 3.95% 2.95% May 1, 2024 January 15, 2020 111 750 155 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 163
... customer assumes the outstanding debt. The Tax Exempt pollution Control Revenue Bonds have a mandatory put date that ranges from March 1, 2019-September 1, 2020. 156 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 164
...2014, the following long term debt was issued: Company Type Interest Rate Maturity Amount Use of Proceeds Exelon Corporate Generation Generation Generation Generation Junior Subordinated Notes 2.50% June 1, 2024 $ 1,150 Finance a portion of the pending merger with PHI and for general corporate...

Page 165
... 18, 2015 $ 5 227 1 Fund Upstream gas activities Antelope Valley solar development Funding to install conservation measures for the Social Security Administration Headquarters facility in Maryland Funding to install energy conservation measures in Beckley, West Virginia General corporate purposes...

Page 166
...% ExGen Texas Power Nonrecourse Debt ExGen Renewables I Nonrecourse Debt Constellation Solar Horizons Nonrecourse Debt Sacramento PV Energy Nonrecourse Debt Energy Efficiency Project First Mortgage Bonds, Series 101 Rate Stabilization Bonds (c) As part of the 2012 Constellation merger, Exelon and...

Page 167
... following long term debt was retired and/or redeemed: Company Type Interest Rate Maturity Amount Generation Generation Generation Generation Generation (a) Generation ComEd ComEd PECO BGE BGE (a) Kennett Square Capital Lease Solar Revolver Nonrecourse Debt Constellation Solar Horizons Nonrecourse...

Page 168
...$332 On April 1, 2014, Generation assumed operational control of CENG's nuclear fleet. As a result, the 2015 activity includes CENG on a fully consolidated basis. Other primarily consists of corporate operations and BSC. 161 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 169
... PECO's current available credit facility capacity of $599 million. If BGE lost its investment grade credit rating as of December 31, 2015 it would have been required to 162 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 170
...NDT fund investment policy. Generation's and CENG's investment policies establish limits on the concentration of holdings in any one company and also in any one 163 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 171
... and BGE's retained earnings $1,320 million. See Note 23-Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding fund transfer restrictions. 164 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 172
... and interest for uncertain tax positions (c) Capital leases Operating leases (d) Purchase power obligations (e) Fuel purchase agreements (f) Electric supply procurement (f) AEC purchase commitments (f) Curtailment services commitments (f) Long-term renewable energy and REC commitments (g) Other...

Page 173
... payments exclude renewable PPA contracts that are contingent in nature. Represents commitments to purchase fuel supplies for nuclear and fossil generation. 166 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 174
...Total Long-term debt (a) Interest payments on long-term debt (b) Liability and interest for uncertain tax positions (c) Capital leases Operating leases Electric supply procurement Long-term renewable energy and associated REC commitments (d) Other purchase obligations (e) PJM regional transmission...

Page 175
... Notes to Consolidated Financial Statements. Represents commitments to purchase natural gas and related transportation, storage capacity and services, procure electric supply, and curtailment services. Represents the future estimated value at December 31, 2015 of the cash flows associated with...

Page 176
... Exelon Utilities, chief commercial officer, chief financial officer and chief executive officer of Constellation. The RMC reports to the Finance and Risk Committee of the Exelon Board of Directors on the scope of the risk management activities. Commodity Price Risk (Exelon, Generation, ComEd, PECO...

Page 177
... positions. The forecasted market price risk exposure for Generation's entire non-proprietary trading portfolio associated with a $5 reduction in the annual average around-theclock energy price based on December 31, 2015, market conditions and hedged position would be a decrease in pre-tax net...

Page 178
... accounting. Under the DSP Programs, PECO is permitted to recover its electric supply procurement costs from retail customers with no markup. 171 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be...

Page 179
... of Exelon's, Generation's and ComEd's trading and non-trading marketing activities is included to address the recommended disclosures by the energy industry's Committee of Chief Risk Officers (CCRO). 172 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 180
...-to-market energy contract net assets (liabilities) recorded as of December 31, 2015 and December 31, 2014. Generation ComEd Exelon Total mark-to-market energy contract net assets (liabilities) at January 1, 2014 (a) Contracts acquired at merger date (c) Total change in fair value during 2014 of...

Page 181
... are recorded in the results of operations. Amounts are shown net of collateral paid to and received from counterparties (and offset against mark-to-market assets and liabilities) of $1,234 million at December 31, 2015. 174 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 182
...-investment grade Internally rated-non-investment grade Total $ 1,397 67 521 77 2,062 $ 50 25 - 7 82 175 $ 1,347 42 521 70 $ 1,980 1 - - - 1 $ 432 - - - 432 $ $ $ Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 183
.... The unsecured credit used by the suppliers represents ComEd's net credit exposure. ComEd's counterparty credit risk is mitigated by its ability to 176 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may...

Page 184
...rating from the major credit rating agencies and the supplier's tangible net worth, subject to an unsecured credit cap. The credit position is based on the initial market price, which is the forward price of energy on the day 177 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 185
... those third-party suppliers. Collateral (Exelon, Generation, ComEd, PECO and BGE) Generation As part of the normal course of business, Generation routinely enters into physical or financial contracts for the sale and purchase of electricity, natural gas and other commodities. These contracts either...

Page 186
... it holding collateral under its electric supply and natural gas procurement contracts. See Note 13-Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information. RTOs and ISOs (Exelon, Generation, ComEd, PECO and BGE) Generation, ComEd, PECO...

Page 187
... value of Exelon's direct financing leases for the Georgia generating stations experienced other than temporary declines given increases in estimated long-term operating and maintenance costs in the 2015 annual review and reduced long-term energy and capacity price expectations in the 2014 annual...

Page 188
...and equity prices. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for further discussion of equity price risk as a result of the current capital and credit market conditions. 181 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 189
... customers. Generation also sells renewable energy and other energy-related products and services, and engages in natural gas and oil exploration and production activities. Generation has six reportable segments consisting of the Mid-Atlantic, Midwest, New England, New York, ERCOT and Other Power...

Page 190
... commodity price, credit, interest rates and equity price. These risks are described above under "Quantitative and Qualitative Disclosures about Market Risk-Exelon." 183 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 191
... OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ComEd General ComEd operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services to retail customers in northern Illinois...

Page 192
... with commodity price, credit and interest rates. These risks are described above under "Quantitative and Qualitative Disclosures about Market Risk-Exelon." 185 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 193
... ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PECO General PECO operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services in...

Page 194
... associated with credit and interest rates. These risks are described above under "Quantitative and Qualitative Disclosures about Market Risk-Exelon." 187 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 195
...OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BGE General BGE operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services in central Maryland, including the City of Baltimore...

Page 196
... associated with credit and interest rates. These risks are described above under "Quantitative and Qualitative Disclosures about Market Risk-Exelon." 189 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 197
... control over financial reporting as of December 31, 2015, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. February 10, 2016 190 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 198
Table of Contents Management's Report on Internal Control Over Financial Reporting The management of Exelon Generation Company, LLC (Generation) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15...

Page 199
... control over financial reporting as of December 31, 2015, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. February 10, 2016 192 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 200
... control over financial reporting as of December 31, 2015, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. February 10, 2016 193 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 201
... control over financial reporting as of December 31, 2015, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. February 10, 2016 194 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 202
... in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLP Chicago, Illinois February 10, 2016 195 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 203
...appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Exelon Generation Company, LLC (the "Company") and its subsidiaries at December 31, 2015 and 2014 and the results of their operations and their cash flows for each of the three years in the period ended...

Page 204
... in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLP Chicago, Illinois February 10, 2016 197 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 205
... the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of PECO Energy Company (the "Company") and its subsidiaries at December 31, 2015 and 2014 and the results of their operations and their cash flows...

Page 206
... financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Baltimore Gas and Electric Company (the "Company") and its subsidiaries at December 31, 2015 and 2014 and the results of their operations and their cash...

Page 207
...200 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein ...any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is ...

Page 208
... Corporation and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income For the Years Ended December 31, 2015 2014 2013 (In millions, except per share data) Operating revenues Competitive businesses revenues Rate-regulated utility revenues Total operating revenues...

Page 209
... Net cash flows provided by operating activities Cash flows from investing activities Capital expenditures Proceeds from termination of direct financing lease investment Proceeds from nuclear decommissioning trust fund sales Investment in nuclear decommissioning trust funds Cash and restricted cash...

Page 210
... Exelon Corporation and Subsidiary Companies Consolidated Balance Sheets (In millions) December 31, 2015 2014 ASSETS Current assets Cash and cash equivalents Restricted cash and cash equivalents Accounts receivable, net Customer Other Mark-to-market derivative assets Unamortized energy contract...

Page 211
... stock (No par value, 2000 shares authorized, 920 shares and 860 shares outstanding at December 31, 2015 and 2014, respectively) Treasury stock, at cost (35 shares at December 31, 2015 and 2014, respectively) Retained earnings Accumulated other comprehensive loss, net Total shareholders' equity...

Page 212
...of CENG equity method AOCI, net of income taxes Other comprehensive loss, net of income taxes Balance, December 31, 2014 Net income (loss) Long-term incentive plan activity Employee stock purchase plan issuances Issuance of common stock Tax benefit on stock compensation Acquisition of noncontrolling...

Page 213
...206 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein ... any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is ...

Page 214
... Company, LLC and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income For the Years Ended December 31, 2014 (In millions) 2015 2013 Operating revenues Operating revenues Operating revenues from affiliates Total operating revenues Operating expenses Purchased power...

Page 215
... Net cash flows provided by operating activities Cash flows from investing activities Capital expenditures Proceeds from nuclear decommissioning trust fund sales Investment in nuclear decommissioning trust funds Cash and restricted cash acquired from consolidations and acquisitions Proceeds...

Page 216
Table of Contents Exelon Generation Company, LLC and Subsidiary Companies Consolidated Balance Sheets December 31, 2015 2014 (In millions) ASSETS Current assets Cash and cash equivalents Restricted cash and cash equivalents Accounts receivable, net Customer Other Mark-to-market derivative assets ...

Page 217
Table of Contents Exelon Generation Company, LLC and Subsidiary Companies Consolidated Balance Sheets (In millions) December 31, 2015 2014 LIABILITIES AND EQUITY Current liabilities Short-term borrowings Long-term debt due within one year Long-term debt to affiliates due within one year Accounts ...

Page 218
... Generation Company, LLC and Subsidiary Companies Consolidated Statements of Changes in Member's Equity Member's Equity Accumulated Other Comprehensive Income (Loss) (In millions) Membership Interest Undistributed Earnings Noncontrolling Interest Total Equity Balance, December 31, 2012 Net...

Page 219
...212 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein ... any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is ...

Page 220
... Companies Consolidated Statements of Operations and Comprehensive Income For the Years Ended December 31, 2014 2013 (in millions) 2015 Operating revenues Electric operating revenues Operating revenues from affiliates Total operating revenues Operating expenses Purchased power Purchased power...

Page 221
... Capital expenditures Proceeds from sales of investments Purchases of investments Change in restricted cash Other investing activities Net cash flows used in investing activities Cash flows from financing activities Changes in short-term borrowings Issuance of long-term debt Retirement of long-term...

Page 222
... Edison Company and Subsidiary Companies Consolidated Balance Sheet (In millions) December 31, 2015 2014 ASSETS Current assets Cash and cash equivalents Restricted cash Accounts receivable, net Customer Other Receivables from affiliates Inventories, net Regulatory assets Other Total current assets...

Page 223
...to affiliates Customer deposits Regulatory liabilities Mark-to-market derivative liability Other Total current liabilities Long-term debt Long-term debt to financing trust Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits Asset retirement obligations...

Page 224
...Edison Company and Subsidiary Companies Consolidated Statements of Changes in Shareholders' Equity Common Stock Other Paid-In Capital Retained Deficit Unappropriated Retained Earnings Appropriated Total Shareholders' Equity (In millions) Balance, December 31, 2012 Net income Common stock dividends...

Page 225
...218 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein ... any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is ...

Page 226
... PECO Energy Company and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income For the Years Ended December 31, 2014 2013 (In millions) 2015 Operating revenues Electric operating revenues Natural gas operating revenues Operating revenues from affiliates Total...

Page 227
... of Contents PECO Energy Company and Subsidiary Companies Consolidated Statements of Cash Flows For the Years Ended December 31, 2014 2013 (In millions) 2015 Cash flows from operating activities Net income Adjustments to reconcile net income to net cash flows provided by operating activities...

Page 228
... Contents PECO Energy Company and Subsidiary Companies Consolidated Balance Sheets December 31, 2015 2014 (In millions) ASSETS Current assets Cash and cash equivalents Restricted cash and cash equivalents Accounts receivable, net Customer Other Receivables from affiliates Inventories, net Fossil...

Page 229
Table of Contents PECO Energy Company and Subsidiary Companies Consolidated Balance Sheets (In millions) December 31, 2015 2014 LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities Long-term debt due within one year Accounts payable Accrued expenses Payables to affiliates Customer deposits ...

Page 230
... PECO Energy Company and Subsidiary Companies Consolidated Statements of Changes in Shareholder's Equity Accumulated Other Comprehensive Income Total Shareholder's Equity (In millions) Common Stock Retained Earnings Balance, December 31, 2012 Net income Common stock dividends Preferred security...

Page 231
...224 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein ... any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is ...

Page 232
... 31, 2014 2013 (In millions) 2015 Operating revenues Electric operating revenues Natural gas operating revenues Operating revenues from affiliates Total operating revenues Operating expenses Purchased power Purchased fuel Purchased power from affiliate Operating and maintenance Operating and...

Page 233
Table of Contents Baltimore Gas and Electric Company and Subsidiary Companies Consolidated Statements of Cash Flows For the Years Ended December 31, 2014 2013 (In millions) 2015 Cash flows from operating activities Net income Adjustments to reconcile net income to net cash flows provided by ...

Page 234
Table of Contents Baltimore Gas and Electric Company and Subsidiary Companies Consolidated Balance Sheets (In millions) December 31, 2015 2014 ASSETS Current assets Cash and cash equivalents Restricted cash and cash equivalents Accounts receivable, net Customer Other Inventories, net Gas held in ...

Page 235
... 2015 and December 31, 2014, respectively, of BGE's consolidated VIE for which the VIE creditors do not have recourse to BGE. See Note 2-Variable Interest Entities. See the Combined Notes to Consolidated Financial Statements 228 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 236
... Baltimore Gas and Electric Company and Subsidiary Companies Consolidated Statement of Changes in Shareholders' Equity Preference stock not subject to mandatory redemption (In millions) Common Stock Retained Earnings Total Shareholders' Equity Total Equity Balance, December 31, 2012 Net...

Page 237
... Generation has six reportable segments consisting of the Mid-Atlantic, Midwest, New England, New York, ERCOT and Other Power Regions. The energy delivery businesses include: â€¢ â€¢ ComEd: Purchase and regulated retail sale of electricity and the provision of distribution and transmission services...

Page 238
... support services at cost, including legal, human resources, financial, information technology and supply management services. The costs of BSC, including support services, are directly charged or allocated to the applicable subsidiaries using a cost-causative allocation method. Corporate governance...

Page 239
... of ComEd, PECO, and BGE. Under the equity method, Exelon reports its interest in the entity as an investment and Exelon's percentage share of the earnings from the entity as single line items in its financial statements. Exelon uses the cost method if it holds less than 20% of the common stock of...

Page 240
...In addition, capacity revenue and expense classification is based on the net sale or purchase position of the Company in the different RTOs and ISOs. 233 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may...

Page 241
... is based on the intent of the transaction. For example, gas transactions may be used to hedge the sale of power. This will result in the change in fair value recorded through revenue. As ComEd receives full cost recovery for energy procurement and related costs from retail customers, ComEd records...

Page 242
... currently available information. ComEd, PECO and BGE estimate the allowance for uncollectible accounts on customer receivables by applying loss rates developed specifically for each company to the outstanding receivable balance by customer risk segment. Risk segments represent a group of customers...

Page 243
...are used in operations. Marketable Securities (Exelon, Generation, ComEd, PECO and BGE) All marketable securities are reported at fair value. Marketable securities held in the NDT funds are classified as trading securities and all other securities are classified as available-for-sale securities. 236...

Page 244
... at ComEd and PECO. Realized and unrealized gains and losses, net of tax, on Generation's NDT funds associated with the NonRegulatory Agreement Units are included in earnings at Exelon and Generation. Unrealized gains and losses, net of tax, for Exelon's available-forsale securities are reported in...

Page 245
... ended December 31, 2015, 2014, and 2013, respectively. These costs are related to the possible development of new power generating facilities. 238 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not...

Page 246
... Statements of Operations and Comprehensive Income. Amortization of ComEd's distribution formula rate regulatory asset and ComEd's and BGE's transmission formula rate regulatory assets is recorded to Operating revenues. 239 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 247
... and deductions for equity-related funds. The rates used for capitalizing AFUDC are computed under a method prescribed by regulatory authorities. 240 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may...

Page 248
... with cash flows generated from the customer supply and risk management activities, including cash flows from related intangible assets and liabilities on the balance sheet. In certain cases, generating assets 241 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 249
... instruments are included as a component of operating, investing or financing cash flows in the Consolidated Statements of Cash Flows, depending on the nature of each transaction. 242 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The...

Page 250
... value recognized through earnings for the combined company. As part of Generation's energy marketing business, Generation enters into contracts to buy and sell energy to meet the requirements of its customers. These contracts include short-term and long-term commitments to purchase and sell energy...

Page 251
... standard retrospectively in the fourth quarter of 2015, resulting in the following impacts as of December 31, 2014 in the Consolidated Balance Sheets of the Registrants: For the year ended December 31, 2014 Increase (Decrease) Exelon Generation ComEd PECO BGE Current assets-Deferred income taxes...

Page 252
...Long-term debt to financing trusts, in the Consolidated Balance Sheets of Exelon, Generation, ComEd, PECO and BGE, respectively. The standard did not impact the Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows of the Registrants. In August 2015...

Page 253
... on the statement of financial position. The guidance also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which...

Page 254
... to annual reporting periods beginning on or after December 15, 2017, as well as an option to early adopt the standard for annual periods beginning on or after December 15, 2016. The Registrants do not plan to early adopt the standard. 2. Variable Interest Entities (Exelon, Generation, ComEd, PECO...

Page 255
... using VIE resources. Exelon's, Generation's and BGE's consolidated VIEs consist of: RSB BondCo LLC. In 2007, BGE formed RSB BondCo LLC (BondCo), a special purpose bankruptcy remote limited liability company, to acquire and hold rate stabilization property and to issue and service bonds secured...

Page 256
...or financial condition. Wind Project Entity Group. Generation owns and operates a number of wind project limited liability entities, the majority of which were acquired during 2010 with the acquisition of all of the equity 249 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 257
... the customer absorbs price variability from the entity through the fixed price backup generator agreement. Generation provides operating and capital funding to the backup generator company. Generation also owns 90% of a biomass fueled, combined heat and power company. In the second quarter of 2015...

Page 258
... ended December 31, 2014. For additional information on this transaction refer to Note 5-Investment in Constellation Energy Nuclear Group, LLC. Generation and Exelon, where indicated, provide the following support to CENG (See Note 5-Investment in Constellation Energy Nuclear Group, LLC and Note 26...

Page 259
... to Exelon's, Generation's or BGE's general credit. As of December 31, 2015 and 2014, ComEd and PECO did not have any material consolidated VIEs. 252 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 260
... 31, 2014 (a) Exelon Generation BGE Cash and cash equivalents Restricted cash Accounts receivable, net Customer Other Mark-to-market derivatives assets Inventory Materials and supplies Other current assets Total current assets Property, plant and equipment, net Nuclear decommissioning trust funds...

Page 261
...increase in the number of unconsolidated VIEs is due to the execution of an energy purchase and sale agreement with a new unconsolidated VIE and an equity investment in a new unconsolidated VIE. The following tables present summary information about Exelon and Generation's significant unconsolidated...

Page 262
... the equity investment, Generation provided $27 million in cash to the other (10%) equity holder in the distributed energy company in exchange for a convertible 255 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 263
... Energy Infrastructure Modernization Act (Exelon and ComEd). Background Since 2011, ComEd's electric distribution rates are established through a performance-based rate formula, pursuant to EIMA. EIMA also provides a structure for substantial capital investment by utilities to modernize Illinois...

Page 264
... Total revenue requirement (decrease) increase Allowed Return on Rate Base: Initial revenue requirement Annual reconciliation Allowed ROE: Initial revenue requirement Annual reconciliation Effective date of rates (a) January 2016 January 2015 January 2014 Includes a reduction of 5 basis points...

Page 265
... ComEd procures its electricity supply from various suppliers, including Generation. As of December 31, 2015, ComEd has completed the ICC-approved procurement process for a portion of its energy requirements through 2021. 258 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 266
... Renewable Energy Resources (Exelon and ComEd). Electric utilities in Illinois are required to include costeffective energy efficiency resources in their plans to meet an 259 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 267
... retail customers without mark-up through rates. Pennsylvania Regulatory Matters 2015 Pennsylvania Electric Distribution Rate Case (Exelon and PECO). On March 27, 2015, PECO filed a petition with the PAPUC requesting an increase of $190 million to its annual service revenues for electric delivery...

Page 268
... and May 31, 2015, respectively. The second DSP Program included a number of retail market enhancements recommended by the PAPUC in its previously issued Retail Markets Intermediate Work Plan Order. PECO was also directed 261 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 269
... customers enrolled in the assistance program. The CAP discounts continue to be recovered through PECO's universal service fund cost. On July 8, 2015, the CAP Design was approved by the PAPUC. PECO plans to implement the program changes in October 2016. Smart Meter and Smart Grid Investments (Exelon...

Page 270
... energy credits through full requirements contracts and its existing long-term solar contracts to meet the annual AEPS compliance requirements. All AEPS compliance costs are being recovered on a full and current basis from default service customers through the GSA. 263 Source: BALTIMORE GAS...

Page 271
... issues. The OCMO has established a working group to review operation of the natural gas retail market and to consider potential recommendations on competitive issues. Pennsylvania Act 11 of 2012 (Exelon and PECO). In February 2012, Act 11 was signed into law, which provided the PAPUC authority to...

Page 272
... through a surcharge separate from base rates. On December 13, 2013, the MDPSC issued an order in BGE's 2013 electric and natural gas distribution rate case for increases in annual distribution service revenue of $34 million and $12 million, respectively, and an allowed return on equity of 9.75% and...

Page 273
... that the benefits exceed the costs by a ratio of 2.3 to 1.0, on a nominal basis. New Electric Generation (Exelon and BGE). On April 12, 2012, the MDPSC issued an order directing BGE and two other Maryland utilities to enter into a contract for differences (CfD) with CPV Maryland, LLC (CPV), under...

Page 274
... comprehensive reports with short-term and long-term plans to improve reliability and grid resiliency that were due at various times before August 30, 2013. 267 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 275
... (Exelon and Generation). Ginna Nuclear Power Plant's (Ginna) prior period fixed-price PPA contract with Rochester Gas & Electric Company (RG&E) expired in June 2014. In light of the expiration of the PPA and prevailing market conditions, in January 2014, Ginna advised the New York Public Service...

Page 276
... provide reliability service after March 31, 2017, and Ginna continues to operate after June 14, 2017, Ginna would be required to make certain refund payments related to capital expenditures to RG&E. 269 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

Page 277
... true-up is amortized to Operating revenues within their Consolidated Statements of Operations of Comprehensive Income as the associated amounts are recovered through rates. 270 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The...

Page 278
..., and the Delaware Electric Municipal Cooperatives (the parties), filed a complaint at FERC against BGE and the PHI companies relating to their respective transmission formula rates. BGE's formula rate includes a 10.8% base rate of return on common equity (ROE) and a 50 basis point incentive for...

Page 279
... service charged to customers within PJM. Currently, ComEd, PECO and BGE incur costs based on the existing rate design, which charges customers based on the cost of the existing transmission facilities within their load zone and the cost of new transmission facilities based on those who benefit...

Page 280
...30, 2012, Generation submitted hydroelectric license applications to FERC for 46-year licenses for the Conowingo Hydroelectric Project (Conowingo) and the Muddy 273 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 281
... amounts will be returned to customers through future regulated rates or represent billings in advance of expenditures for approved regulatory programs. 274 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 282
... liabilities of Exelon, ComEd, PECO and BGE as of December 31, 2015 and 2014. December 31, 2015 Exelon ComEd PECO BGE Regulatory assets Pension and other postretirement benefits Deferred income taxes AMI programs Under-recovered distribution service costs Debt costs Fair value of BGE long-term debt...

Page 283
...94 million related to ComEd's and BGE's portion of deferred costs associated with Exelon's pension plans and ComEd's, PECO's and BGE's portion of 276 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not...

Page 284
... of electric and gas distribution repairs in the deductibility pursuant to PUC's 2010 and 2015 rate case settlement agreements. See Note 15-Income Taxes and Note 17-Retirement Benefits for additional information. ComEd, PECO and BGE are not earning a return on the regulatory asset in base rates. AMI...

Page 285
...PECO is earning a return on the premium of the cost of the reacquired debt through base rates. Fair value of BGE long-term debt. These amounts represent the regulatory asset recorded at Exelon for the difference in the fair value of the long-term debt of BGE as of the Constellation merger date based...

Page 286
... by ComEd. ComEd does not earn (pay) a return on the regulatory asset (liability). The basis for the mark-to-market derivative asset or liability position is based on the difference between ComEd's cost to purchase energy at the market price and the contracted price. Energy and transmission programs...

Page 287
...2011. PECO earns a return on the recovery of information technology costs. These costs are included within the energy and transmission programs line item. The BGE energy costs represent the electric supply, gas supply, and transmission related costs recoverable (refundable) from (to) customers under...

Page 288
.... BGE earns a rate of return on the capital investments and deferred costs incurred under the program and earns (pays) interest on under (over) collections. 281 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 289
... in customer bills on January 1, 2012. PECO's 2015 electric distribution rate case settlement requires PECO to pay interest on the unamortized balance of the tax-effected catch-up deduction beginning January 1, 2016. 282 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 290
...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 283 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 291
... by Exelon, PHI, Atlantic City Electric (ACE), NJBPU staff, and the Independent Energy Coalition. The settlement provides a package of benefits to ACE customers and the state of New Jersey. This package of benefits includes the establishment of customer rate credit programs, with an aggregate value...

Page 292
... per share data unless otherwise noted) Exelon and PHI also announced a settlement with The Alliance for Solar Choice. On May 15, 2015, the MDPSC approved the merger after modifying a number of the conditions in the settlements, resulting in total rate credits of $66 million, funding for energy...

Page 293
... which we recorded to Exelon's Consolidated Balance Sheets. Acquisition, Integration and Financing Costs (a) For the year ended, 2015 2014 Exelon Generation ComEd PECO BGE 286 $ 80 25 10 5 5 $ 179 11 4 2 2 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 294
.... Acquisitions (Exelon and Generation) Acquisition of Integrys Energy Services, Inc. (Exelon and Generation) On November 1, 2014, Generation acquired the competitive retail electric and natural gas business activities of Integrys Energy Group, Inc. through the purchase of all of the stock of...

Page 295
..., respectively, of merger and integration related costs which are included within Operating and maintenance expense in Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income. 288 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 296
... ended December 31, 2014. See Note 8-Impairment of Long-Lived Assets for further information. Included within Other current liabilities on Exelon's and Generation's Consolidated Balance Sheets. 5. Investment in Constellation Energy Nuclear Group, LLC (Exelon and Generation) Generation owns a 50.01...

Page 297
... service of employees, including the underfunded balance of the pension and other postretirement welfare benefit plans measured as of July 14, 2014 by making periodic payments to Generation. These payments will be made on an agreed 290 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016...

Page 298
... the nuclear operating licenses and the execution of the NOSA on April 1, 2014, resulted in the derecognition of the equity method investment in CENG and the recording of all assets, liabilities and EDF's noncontrolling interest in CENG at fair value on Exelon's and Generation's Consolidated Balance...

Page 299
... value as of April 1, 2014. The following assets and liabilities of CENG were recorded within Generation's Consolidated Balance Sheets as of the date of integration, adjusted for the modifications discussed above: Fair Values Exelon and Generation Current assets Nuclear decommissioning trust fund...

Page 300
...of Operations and Comprehensive Income. 6. Accounts Receivable (Exelon, Generation, ComEd, PECO and BGE) Accounts receivable at December 31, 2015 and 2014 included estimated unbilled revenues, representing an estimate for the unbilled amount of energy or services provided to customers, and is net of...

Page 301
... amortization of nuclear fuel in the reactor core at Generation of $2,861 million and $2,673 million as of December 31, 2015 and 2014, respectively. 294 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 302
... basis of the buildings was $52 million, and total accumulated amortization was $39 million and $37 million, as of December 31, 2015 and 2014, respectively. These balances also include capitalized acquisition, development and exploration costs of $266 million and $242 million related to oil and gas...

Page 303
... original cost basis of the buildings was $8 million and total accumulated amortization was $1 million and $0.3 million as of December 31, 2015 and 2014, respectively. Includes land held for future use and non-utility property. The annual depreciation provisions as a percentage of average service...

Page 304
..., lower projected wind production and a decline in power prices suggested that the carrying value of certain wind projects with market price exposure for either all or a portion of the life of the 297 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

Page 305
...Mergers, Acquisitions, and Dispositions for further information on asset sales. Nuclear Uprate Program (Exelon and Generation) Generation is engaged in individual projects as part of a planned power uprate program across its nuclear fleet. When economically viable, the projects take advantage of new...

Page 306
... and maintenance costs in the 2015 annual review and reduced long-term energy and capacity price expectations in the 2014 annual review. As a result, Exelon recorded $24 million pre-tax impairment charges in both 2015 and 299 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 307
... expense related to future decommissioning activities, and additional funding of nuclear decommissioning trust funds. In addition, any early plant retirement would also result in reduced 300 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Research...

Page 308
... Plant (Exelon, Generation, PECO and BGE) Exelon, Generation, PECO and BGE's undivided ownership interests in jointly owned electric plants and transmission facilities at December 31, 2015 and 2014 were as follows: Fossil Fuel Nuclear Generation Generation Peach Nine Mile Bottom Salem (a) Point Unit...

Page 309
...Mile Point, was treated as an equity method investment, and thus did not represent an undivided Interest. See Note 5-Investment in Constellation Energy Nuclear Group, LLC for additional information. Exelon's, Generation's, PECO's and BGE's undivided ownership interests are financed with their funds...

Page 310
... sector market performance and transactions, projected operating and capital cash flows from ComEd's business and the fair value of debt. Management performs a reconciliation of the sum of the estimated fair value of all Exelon reporting units to Exelon's enterprise value based on its trading price...

Page 311
... the Agreement and Plan of Merger. Since the merger transaction, Generation includes the former Constellation generation and customer supply operations. See Note 5-Investment in Constellation Energy Nuclear Group, LLC for additional information. See Note 4-Mergers, Acquisitions, and Dispositions for...

Page 312
... of the underlying cash flows as of the acquisition dates through either Operating revenues or Purchase power and fuel expense within Exelon's and Generation's Consolidated Statement of Operations and Comprehensive Income. 305 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 313
... the difference between the total contract price and the market price of energy at contract inception. Revenue for RECs that are part of a bundled power sale is recognized when the power is produced and delivered to the customer. As of December 31, 2015, and 2014, PECO had current AECs of $2 million...

Page 314
... (Exelon, Generation, ComEd, PECO and BGE) Fair Value of Financial Liabilities Recorded at the Carrying Amount The following tables present the carrying amounts and fair values of the Registrants' short-term liabilities, long-term debt, SNF obligation, and trust preferred securities (long-term debt...

Page 315
... cash flows of the same tenor for each bond or note. The fair value of Exelon's equity units (Level 1) are valued based on publicly traded securities issued by Exelon. The fair value of Generation's non-government-backed fixed rate nonrecourse debt (Level 3) is based on market and quoted prices...

Page 316
... ended December 31, 2015 for cash equivalents, nuclear decommissioning trust fund investments, pledged assets for Zion Station decommissioning, Rabbi trust investments, and deferred compensation obligations. 309 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 317
... and Generation's Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2015 and 2014: As of December 31, 2015 Assets Cash equivalents (a) Nuclear decommissioning trust fund investments Cash equivalents (b) Equities Fixed income Corporate...

Page 318
... Notes to Consolidated Financial Statements-(Continued) (Dollars in millions, except per share data unless otherwise noted) As of December 31, 2014 Assets Cash equivalents (a) Nuclear decommissioning trust fund investments Cash equivalents (b) Equities Fixed income Corporate debt U.S. Treasury and...

Page 319
... basis and their level within the fair value hierarchy as of December 31, 2015 and 2014: As of December 31, 2015 Level 1 ComEd Level 2 Level 3 Total Level 1 PECO Level 2 Level 3 Total Level 1 BGE Level 2 Level 3 Total Assets Cash equivalents Rabbi trust investments in mutual funds (a) Total...

Page 320
... Financial Statements-(Continued) (Dollars in millions, except per share data unless otherwise noted) As of December 31, 2014 Level 1 ComEd Level 2 Level 3 Total Level 1 PECO Level 2 Level 3 Total Level 1 BGE Level 2 Level 3 Total Assets Cash equivalents Rabbi trust investments in mutual funds...

Page 321
...and liabilities measured at fair value on a recurring basis during the year ended December 31, 2015 and 2014: Nuclear Decommissioning Trust Fund Investments $ 691 4 23 - - - 226 (8) (106) 4 (4) $ 830 $ Generation Pledged Mark-toAssets for Market Zion Station Decommissioning Derivatives $ 184 $ 1,050...

Page 322
... except per share data unless otherwise noted) Generation Nuclear Decommissioning Trust Fund Investments $ 350 Pledged Assets for Zion Station Decommissioning $ 112 Mark-toMarket Derivatives (d) $ 465 ComEd Mark-toMarket Derivatives (b) $ (193) Exelon For The Year Ended December 31, 2014 Balance as...

Page 323
... market exchanges, which Generation is able to independently corroborate. The fair values of equity securities held directly by the trust funds are based on quoted prices in active markets and are categorized in Level 1. Equity securities held individually are primarily traded on the New York Stock...

Page 324
... market lending, corporate debt securities, private equity investments, and real estate investments of approximately $266 million. These commitments will be funded by Generation's existing nuclear decommissioning trust funds. 317 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 325
...party. The cash surrender value inputs are not observable. Mark-to-Market Derivatives (Exelon, Generation, and ComEd). Derivative contracts are traded in both exchange-based and non-exchangebased markets. Exchange-based derivatives that are valued using unadjusted quoted prices in active markets are...

Page 326
...The relevant forward commodity curve used to value each of the derivatives depends on a number of factors, including commodity type, delivery location, and delivery period. Price volatility varies by 319 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

Page 327
... assumptions include using natural gas heat rates to project long term forward power curves adjusted by a renewable factor that incorporates time of day and seasonality factors to reflect accurate renewable energy pricing. In addition, marketability reserves are applied to the positions based on the...

Page 328
... gas pricing would potentially have a similar impact on forward power markets. Nuclear Decommissioning Trust Fund Investments and Pledged Assets for Zion Station Decommissioning (Exelon and Generation). For middle market lending, certain corporate debt securities, real estate and private equity...

Page 329
... business operations. Commodity Price Risk (Exelon, Generation, ComEd, PECO and BGE) To the extent the amount of energy Generation produces differs from the amount of energy it has contracted to sell, Exelon and Generation are exposed to market fluctuations in the prices of electricity, fossil...

Page 330
... for energy procurement and related costs from retail customers, the change in fair value each period is recorded by ComEd as a regulatory asset or liability. See Note 3-Regulatory Matters for additional information. 323 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 331
... of projected firm sales. The hedging program for natural gas procurement has no direct impact on PECO's financial position or results of operations as natural gas costs are fully recovered from customers under the PGC. BGE has contracts to procure SOS electric supply that are executed through...

Page 332
...'s revenue from energy marketing activities. ComEd, PECO and BGE do not enter into derivatives for proprietary trading purposes. Interest Rate and Foreign Exchange Risk (Exelon, Generation, ComEd, PECO and BGE) The Registrants use a combination of fixed-rate and variable-rate debt to manage interest...

Page 333
...31, 2015 and 2014, the loss on Generation swaps included $(1) million and $(17) million realized in earnings, respectively, with an immaterial amount and $4 million excluded from hedge effectiveness testing, respectively. 326 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 334
...a floating-to-fixed interest rate swap to manage a portion of its interest rate exposure in connection with the long-term borrowings. See Note 14-Debt and Credit Agreements for additional information 327 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

Page 335
...'s use of cash collateral is generally unrestricted unless Generation is downgraded below investment grade (i.e. to BB+ or Ba1). In the table below, Generation's energy related economic hedges and proprietary trading derivatives are shown gross. The impact of the netting of fair value balances with...

Page 336
...the derivative fair value balances recorded by the Registrants as of December 31, 2015: Generation Collateral and Proprietary Netting (a) Trading ComEd Economic Hedges (c) Exelon Total Derivatives Derivatives Economic Hedges Subtotal (b) Mark-to-market derivative assets (current assets) Mark-to...

Page 337
... in the fair value of these instruments through current earnings from the date of de-designation. As of December 31, 2015, no unrealized balance remains in accumulated OCI to be reclassified by Generation. 330 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 338
...") to manage the exposure related to the interest rate component of commodity positions and international purchases of commodities in currencies other 331 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 339
...to the proposed PHI merger. For the years ended December 31, 2015, 2014 and 2013, the following net pre-tax markto-market gains (losses) of certain purchase and sale contracts were reported in Operating revenues or Purchased power and fuel expense, or Interest expense at Exelon and Generation in the...

Page 340
... by the fair value of contracts at the reporting date. For energy-related derivative instruments, Generation enters into enabling agreements that allow for payment netting with its 333 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Research...

Page 341
... cash and $69 million of letters of credit. ComEd's power procurement contracts provide suppliers with a certain amount of unsecured credit. The credit position is based on forward market prices compared to the benchmark prices. The 334 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016...

Page 342
... energy costs through customer rates. See Note 3-Regulatory Matters for additional information. PECO's natural gas procurement plan is reviewed and approved annually on a prospective basis by the PAPUC. PECO's counterparty credit risk under its natural gas supply and asset management agreements...

Page 343
... offsetting positions under master netting arrangements and reflects the actual net liability upon which any potential contingent collateral obligations would be based. 336 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 344
... forward market prices exceed contract prices. As of December 31, 2015, ComEd held approximately $19 million in the form of cash and letters of credit as margin for both the annual and long-term REC obligations. See Note 3-Regulatory Matters for additional information. PECO's natural gas procurement...

Page 345
... lost its investment grade credit rating as of December 31, 2015, BGE could have been required to post approximately $35 million of collateral to its counterparties. 14. Debt and Credit Agreements (Exelon, Generation, ComEd, PECO and BGE) Short-Term Borrowings Exelon, ComEd and BGE meet their short...

Page 346
...' credit facilities. The following tables present the short-term borrowings activity for Exelon, Generation, ComEd, and BGE during 2015, 2014 and 2013. PECO did not have any short-term borrowings during 2015, 2014 or 2013. Exelon 2015 2014 2013 Average borrowings Maximum borrowings outstanding...

Page 347
... in the aggregate by Generation under its credit agreement would constitute an event of default under the Exelon Corporation credit agreement. 340 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not...

Page 348
... 31, 2015, the interest coverage ratios at the Registrants were as follows: Exelon Generation ComEd PECO BGE Interest coverage ratio 341 9.77 12.31 7.25 8.94 10.66 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 349
... the outstanding long-term debt at Exelon, Generation, ComEd, PECO and BGE as of December 31, 2015 and 2014: Exelon Rates Maturity Date December 31, 2015 2014 Long-term debt Rate stabilization bonds First mortgage bonds (a) Senior unsecured notes Unsecured bonds Pollution control notes Nuclear fuel...

Page 350
... share data unless otherwise noted) (e) Amounts owed to these financing trusts are recorded as Long-term debt to financing trusts within Exelon's Consolidated Balance Sheets. Generation Rates Maturity Date December 31, 2015 2014 Long-term debt Senior unsecured notes Pollution control notes Nuclear...

Page 351
... trust is recorded as Long-term debt to financing trust within ComEd's Consolidated Balance Sheets. PECO Rates Maturity Date December 31, 2015 2014 Long-term debt First mortgage bonds (a) Total long-term debt Unamortized debt discount and premium, net Unamortized debt issuance costs (b) Long-term...

Page 352
... Accounting Policies for additional information. Amount owed to this financing trust is recorded as Long-term debt to financing trust within BGE's Consolidated Balance Sheets. Long-term debt maturities at Exelon, Generation, ComEd, PECO and BGE in the periods 2016 through 2020 and thereafter...

Page 353
... longer support the current borrowing base, which would result in repayment of a portion or all of the outstanding balance. The commitment can be increased up to $500 million if the assets support a 346 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

Page 354
... As of December 31, 2015, the Continental Wind letter of credit facility had $99 million in letters of credit outstanding related to the project. 347 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not...

Page 355
... (benefit) from continuing operations is comprised of the following components: For the Year Ended December 31, 2015 Exelon Generation ComEd PECO BGE Included in operations: Federal Current Deferred Investment tax credit amortization State Current Deferred Total For the Year Ended December 31, 2014...

Page 356
..., 2015 Exelon Generation ComEd PECO BGE U.S. Federal statutory rate Increase (decrease) due to: State income taxes, net of Federal income tax benefit Qualified nuclear decommissioning trust fund loss Domestic production activities deduction Health care reform legislation Amortization of investment...

Page 357
... 2013 Exelon Generation ComEd PECO BGE U.S. Federal statutory rate Increase (decrease) due to: State income taxes, net of Federal income tax benefit Qualified nuclear decommissioning trust fund income Domestic production activities deduction Health care reform legislation Amortization of investment...

Page 358
...corresponding valuation allowances as of December 31, 2015. Exelon Generation ComEd PECO BGE Federal Federal general business credits carryforward State State net operating losses and other credit carryforwards Deferred taxes on state tax attributes (net) Valuation allowance on state tax attributes...

Page 359
... effective tax rate Exelon and Generation have $538 million and $509 million, respectively, of unrecognized tax benefits at December 31, 2015 that, if recognized, would decrease the effective tax rate. BGE has 352 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 360
... tax positions. Net interest expense (income) for the years ended Exelon Generation ComEd PECO BGE December 31, 2015 December 31, 2014 December 31, 2013 353 $ (13) (36) 391 $ (31) (50) 17 $ 7 6 281 $- - (1) $- 1 - Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 361
...strong case on the merits. However, in light of the Consolidated Edison decision and Exelon's current determination that settlement is unlikely, Exelon has concluded that 354 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 362
... (Exelon and Generation) The long-term state tax apportionment was revised in the fourth quarter of 2015 pursuant to Exelon's long-term state tax apportionment policy, resulting in the recording of a deferred state tax 355 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 363
... $7 million respectively. ComEd did not record an allocation of Federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss. During 2014, Generation and PECO recorded an allocation of Federal tax benefits from Exelon under the Tax Sharing Agreement of $55...

Page 364
... Note 5-Investment in Constellation Energy Nuclear Group, LLC for additional information. Includes $7 million and $8 million as the current portion of the ARO at December 31, 2015 and 2014, respectively, which is included in Other current liabilities on Exelon's and Generation's Consolidated Balance...

Page 365
... increase is largely driven by the recording of an ARO on Exelon's and Generation's Consolidated Balance Sheets at fair value, including subsequent purchase accounting adjustments, upon consolidation of CENG (see Note 5-Investment in Constellation Energy Nuclear Group, LLC ). The change in the ARO...

Page 366
... to certain limitations that allow sharing of excess funds with Generation related to the former PECO units. With respect to Generation's other nuclear units, Generation retains any funds remaining after decommissioning. However, in connection with CENG's acquisition of the Nine Mile Point and Ginna...

Page 367
... Financial Statements-(Continued) (Dollars in millions, except per share data unless otherwise noted) excess of NDT funds necessary for decommissioning the former ComEd units on a unit-by-unit basis, as long as funds held in the NDT funds are expected to exceed the total estimated decommissioning...

Page 368
... NDT fund earnings. ZionSolutions leased the land associated with Zion Station from Generation pursuant to a Lease Agreement. Under the Lease Agreement, ZionSolutions has committed to complete the required 361 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 369
... assurance that funds will be available in specified minimum amounts to decommission the facility at the end of its life. The estimated decommissioning obligations as calculated using the NRC methodology differ from the ARO recorded on Generation's and Exelon's Consolidated Balance Sheets primarily...

Page 370
..., ComEd, PECO and BGE) Generation has AROs for plant closure costs associated with its fossil and renewable generating facilities, including asbestos abatement, removal of certain storage tanks, restoring leased land to the 363 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 371
... 31, 2014 for Generation, ComEd, PECO and BGE, respectively. This is included in Other current liabilities on the Registrants' respective Consolidated Balance Sheets. 364 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 372
... Company Executive Benefit Plan (b) Baltimore Gas & Electric Company Manager Benefit Plan (b) Other Postretirement Benefit Plans: PECO Energy Company Retiree Medical Plan (a) Exelon Corporation Health Care Program (a) Exelon Corporation Employees' Life Insurance Plan (a) Constellation Energy Group...

Page 373
... Settlements Fair value of net plan assets at end of year 366 $ 14,874 (32) 462 - (923) - (34) $ 14,347 $ 13,571 1,443 332 - (896) 454 (30) $ 14,874 $ 2,430 4 40 42 (223) - - $ 2,293 $ $ 2,238 90 291 42 (231) - - 2,430 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 374
... 14, 2014. See Note 5-Investment in Constellation Energy Nuclear Group, LLC for further information. Exelon presents its benefit obligations and plan assets net on its balance sheet within the following line items: Pension Benefits 2015 2014 Other Postretirement Benefits 2015 2014 Other current...

Page 375
...94%. The majority of the 2015 other postretirement benefit cost is calculated using an expected longterm rate of return on plan assets of 6.46% for funded plans and a discount rate of 3.92%. A portion of the net periodic benefit cost for all pension and OPEB plans are capitalized within each of the...

Page 376
... to the plans, the long-term expected investment rate credited to employees participating in cash balance plans and the anticipated rate of increase of health care costs. Additionally, assumptions related to plan participants include the incidence of mortality, the expected remaining service period...

Page 377
... 2017 Health care cost trend on covered charges N/A (a) (b) 3.25% through 2019 and 3.75% thereafter. 3.25% through 2018 and 3.75% thereafter. N/A N/A 370 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 378
... plans effective July 14, 2014; discount rates for those plans, impacting 2014 costs, ranged from 3.60%-4.30% and 4.09%-4.55%, respectively. See Note 5-Investment in Constellation Energy Nuclear Group, LLC for further information. The discount rates above represent the initial discounts rates used...

Page 379
...(based on the CPI). Exelon reflected its best estimate of the expected impact in its annual actuarial valuation. Contributions The following table provides contributions made by Generation, ComEd, PECO, BGE and BSC to the pension and other postretirement benefit plans: 2015 (a) Pension Benefits 2014...

Page 380
... 244 1,341 2,488 Generation, ComEd, PECO, and BGE account for their participation in Exelon's pension and other postretirement benefit plans by applying multi-employer accounting. Employee-related assets and 373 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 381
... plans are managed in a diversified investment strategy that prioritizes maximizing liquidity and returns while minimizing asset volatility. Exelon used an EROA of 7.00% and 6.71% to estimate its 2016 pension and other postretirement benefit costs, respectively. 374 Source: BALTIMORE GAS & ELECTRIC...

Page 382
... at December 31, 2015 2014 Equity securities Fixed income securities Alternative investments (a) Total (a) Alternative investments include private equity, hedge funds, real estate, and private credit. 39% 26% 35% 43% 27 30 100% 42% 34 24 100% Concentrations of Credit Risk. Exelon evaluated its...

Page 383
... benefit plan assets measured and recorded at fair value on Exelon's Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy at December 31, 2015 and 2014: At December 31, 2015 (a) Level 1 Level 2 Level 3 Total Pension plan assets Cash equivalents Equities...

Page 384
... to the fair value of net plan assets. These items consist primarily of receivables related to pending securities sales, interest and dividends receivable, and payables related to pending securities purchases. 377 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 385
... postretirement benefit plans for the years ended December 31, 2015 and 2014: Hedge funds Private equity Real estate Fixed income Equities Private Credit Total Pension Assets Balance as of January 1, 2015 Actual return on plan assets: Relating to assets still held at the reporting date Relating...

Page 386
...Agreement between EDF and Exelon, Exelon assumed the pension plan assets of Nine Mile Point Nuclear Station, LLC and Constellation Energy Nuclear Group, LLC resulting in transfers into Level 3 of $56 million. As of January 1, 2015 and January 1, 2014, hedge fund investments that contained redemption...

Page 387
... limited partnerships that invest in operating companies that are not publicly traded on a stock exchange such as leveraged buyouts, growth capital, venture capital, distressed investments and investments in natural resources. Private equity valuations are reported by the fund manager and are based...

Page 388
... fund manager or administrator and include unobservable inputs such as cost, operating results, and discounted cash flows. Since the valuation inputs are not highly observable, private credit investments have been categorized as Level 3. Defined Contribution Savings Plan (Exelon, Generation, ComEd...

Page 389
.... Use of net proceeds will be to fund the pending merger with PHI and related costs and expenses, and for general corporate purposes. The forward sale agreements are classified as equity transactions. As a result, no amounts were recorded in the consolidated financial statements until the July 2015...

Page 390
... dividends. 20. Stock-Based Compensation Plans (Exelon, Generation, ComEd, PECO and BGE) Stock-Based Compensation Plans Exelon grants stock-based awards through its LTIP, which primarily includes stock options, restricted stock units and performance share awards. At December 31, 2015, there were...

Page 391
... are not included in the Generation, ComEd, PECO and BGE amounts above. There were no significant stock-based compensation costs capitalized during the years ended December 31, 2015, 2014 and 2013. 384 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

Page 392
... is based on implied volatilities of traded stock options in Exelon's common stock and historical volatility over the estimated expected life of the stock options. The risk-free interest rate for a security with a term equal 385 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 393
... of total unrecognized compensation costs related to nonvested stock options are expected to be recognized over the remaining weighted-average period of less than a year. 386 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 394
...a specific number of shares of common stock after the service condition has been met. The corresponding cost of services is measured based on the grant date fair value of the restricted stock unit issued. The value of the restricted stock units is expensed over the requisite service period using the...

Page 395
...-time 2013 performance share transition awards is considered an equity award and is valued based on Exelon's stock price on the grant date. The cash portion of the awards is considered a liability award which is remeasured each reporting period based on Exelon's current stock price. As the value of...

Page 396
... share repurchase programs, 35 million shares of common stock are held as treasury stock with a cost of $2.3 billion as of December 31, 2015. In 2008, Exelon management decided to defer indefinitely any share repurchases. 389 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 397
..., 2015 and 2014: Gains and (Losses) on Cash Flow Hedges Unrealized Gains and (Losses) on Marketable Securities Pension and Non-Pension Postretirement Benefit Plan Items For the Year Ended December 31, 2015 Foreign Currency Items AOCI of Equity Investments Total Exelon (a) Beginning balance OCI...

Page 398
...-Pension Postretirement Benefit Plan items For the Year Ended December 31, 2014 Foreign Currency Items AOCI of Equity Investments Total Exelon (a) Beginning balance OCI before reclassifications Amounts reclassified from AOCI Net current-period OCI Ending balance Generation Beginning balance OCI...

Page 399
... (losses) on cash flow hedges Terminated interest rate swaps Energy related hedges Other cash flow hedges Total before tax Tax benefit Net of tax Amortization of pension and other postretirement benefit plan items Prior service costs (b) Actuarial losses (b) Total before tax Tax benefit Net of tax...

Page 400
... of net periodic pension and OPEB cost (see Note 17-Retirement Benefits for additional details). Amortization of the deferred compensation unit plan is allocated to capital and operating and maintenance expense. 393 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 401
...unrealized (gain) loss on equity investments Total Generation Change in unrealized loss on cash flow hedges Change in unrealized (gain) loss on equity investments Total 23. Commitments and Contingencies (Exelon, Generation, ComEd, PECO and BGE) Commitments Constellation Merger Commitments $ 30 (140...

Page 402
... development, Generation enters into equity purchase agreements that include commitments to invest additional equity through incremental payments to fund the anticipated needs of the planned operations of the associated companies. The commitment includes approximately $20 million of in-kind services...

Page 403
..., which represents the total amount Exelon could be required to fund based on December 31, 2015 market prices. Nuclear insurance premiums-Represents the maximum amount that Generation would be required to pay for retrospective premiums in the event of nuclear disaster at any domestic site under the...

Page 404
...headquarters that became effective during the second quarter of 2015. Generation's total commitments under the 397 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed...

Page 405
... 31, 2015, the amount of nuclear energy liability insurance purchased is $375 million for each operating site. Additionally, the Price-Anderson Act requires a second layer of protection through the mandatory participation in a retrospective rating plan for power reactors (currently 103 reactors...

Page 406
...or their operations. Exelon guarantees Generation's obligations under this indemnity. See Note 5- Investment in Constellation Energy Nuclear Group, LLC for additional information on Generation's operations relating to CENG. Generation is required each year to report to the NRC the current levels and...

Page 407
... recommendations. This strategy included a consolidated interim storage facility that is planned to be operational in 2025. Generation uses the 2025 date as the assumed date for when the DOE will begin accepting SNF for purposes of determining nuclear decommissioning asset retirement obligations. In...

Page 408
...-owners of Peach Bottom, Quad Cities, and Nine Mile Point Unit 2 generating facilities. The Standard Contracts with the DOE also required the payment to the DOE of a one-time fee applicable to nuclear generation through April 6, 1983. The fee related to the former PECO units has been paid. Pursuant...

Page 409
... 31, 2014 Exelon Generation ComEd PECO BGE (a) $ 347 63 238 45 1 $ 277 - 235 42 - For BGE, includes reserve for Riverside, a gas purification site. See discussion below for additional information. 402 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 410
... costs using all available information at the time of each study, including probabilistic and deterministic modeling for ComEd and PECO, and the remediation standards currently required by the applicable state environmental agency. Prior to completion of any significant clean up, each site...

Page 411
... to Generation. On May 29, 2008, the U.S. EPA issued a Record of Decision approving the remediation option submitted by Cotter and the two other PRPs that required 404 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 412
... facility named Latty Avenue near St. Louis, Missouri. The Latty Avenue site is included in ComEd's indemnification responsibilities discussed above as part of the sale 405 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 413
...costs related to this settlement and clean-up of the site. Rossville Ash Site. The Rossville Ash Site is a 32-acre property located in Rosedale, Baltimore County, Maryland, which was used for the placement of fly ash from 1983-2007. The property is owned by Constellation Power Source Generation, LLC...

Page 414
...certain facilities that are currently owned by Generation or were previously owned by ComEd and PECO. The reserve is recorded on an undiscounted basis and excludes the estimated legal costs associated with handling these matters, which could be material. At December 31, 2015 and 2014, Generation had...

Page 415
...â€¢ â€¢ the identity of the facilities at which the plaintiffs allegedly worked as contractors; the names of the plaintiffs' employers; 408 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied...

Page 416
... Exelon's actual cash needs. Under Illinois law, ComEd may not pay any dividend on its stock unless, among other things, "[its] earnings and earned surplus are sufficient to declare and pay same after provision is made for 409 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 417
... may be material to BGE's results of operations and cash flows. General (Exelon, Generation, ComEd, PECO and BGE) The Registrants are involved in various other litigation matters that are being defended and handled in the ordinary course of business. The assessment of whether a loss is probable...

Page 418
... to their operating revenues. The offsetting collection of utility taxes from customers is recorded in revenues on the Registrants' Consolidated Statements of Operations and Comprehensive Income. 411 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

Page 419
... except per share data unless otherwise noted) For the year ended December 31, 2015 Exelon Generation ComEd PECO BGE Other, Net Decommissioning-related activities: Net realized income on decommissioning trust funds (a)- Regulatory agreement units Non-regulatory agreement units Net unrealized losses...

Page 420
...Exelon's Consolidated Statement of Operations and Comprehensive Income. See Note 14-Debt and Credit Agreements and 4-Mergers, Acquisitions, and Dispositions for additional information on the PHI merger related debt exchange. 413 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 421
..., 2015, 2014 and 2013. For the year ended December 31, 2015 Exelon Generation ComEd PECO BGE Depreciation, amortization, accretion and depletion Property, plant and equipment Regulatory assets Amortization of intangible assets, net Amortization of energy contract assets and liabilities (a) Nuclear...

Page 422
... December 31, 2015 Exelon Generation ComEd PECO BGE Cash paid (refunded) during the year: Interest (net of amount capitalized) Income taxes (net of refunds) Other non-cash operating activities: Pension and non-pension postretirement benefit costs Loss from equity method investments Provision for...

Page 423
... December 31, 2014 and 2013 related to Antelope Valley. See Note 5-Investment in Constellation Energy Nuclear Group, LLC for additional information. Relates to the present value of the contract payments for the equity units issued by Exelon. See Note 20-Stock-Based Compensation Plans for additional...

Page 424
... December 31, 2013 Exelon Generation ComEd PECO BGE Cash paid (refunded) during the year: Interest (net of amount capitalized) Income taxes (net of refunds) Other non-cash operating activities: Pension and non-pension postretirement benefit costs Gain from equity method investments Provision for...

Page 425
...2014. December 31, 2015 Exelon Generation ComEd PECO BGE Investments Equity method investments: Financing trusts (a) Bloom Net Power Other equity method investments Total equity method investments Other investments: Net investment in leases (b) Employee benefit trusts and investments (c) Other cost...

Page 426
... Registrants. Exelon, ComEd, PECO and BGE's CODMs evaluate the performance of and allocate resources to ComEd, PECO and BGE based on net income and return on equity. The basis for Generation's reportable segments is the integrated management of its electricity business that is located in different...

Page 427
...elsewhere in this report. Generation's operating revenues include all sales to third parties and affiliated sales to ComEd, PECO, and BGE. Purchased power costs include all costs associated with the procurement and supply of electricity including capacity, energy and ancillary services. Fuel expense...

Page 428
...gas revenues Competitive businesses other revenues Rate-regulated electric revenues Rate-regulated natural gas revenues Shared service and other revenues Intersegment revenues (d) : 2015 2014 2013 Depreciation and amortization 2015 2014 2013 Operating expenses (c) : 2015 2014 2013 Equity in earnings...

Page 429
... except per share data unless otherwise noted) (a) Generation includes the six power marketing reportable segments shown below: Mid-Atlantic, Midwest, New England, New York, ERCOT and Other Power Regions. For the year ended December 31, 2015, intersegment revenues for Generation include revenue from...

Page 430
... 2014 Intersegment RNF (d) Total RNF RNF from external customers (b)(d) 2013 Intersegment RNF (d) Total RNF Mid-Atlantic (a) $ Midwest New England New York ERCOT Other Power Regions Total Revenues net of purchased power and fuel expense for Reportable Segments $ Other (c) Total Generation Revenues...

Page 431
... Water Power Corp (d) Total purchase power and fuel from affiliates Interest expense to affiliates, net: ComEd Financing III PECO Trust III PECO Trust IV BGE Capital Trust II Total interest expense to affiliates, net Earnings (losses) in equity method investments: CENG (e) Qualifying facilities and...

Page 432
... 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. 425 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 433
... (g) Total operating and maintenance from affiliates Interest expense to affiliates, net: Exelon Corporate (j) Earnings (losses) in equity method investments CENG (h) Qualifying facilities and domestic power projects Total earnings (losses) in equity method investments Capitalized costs BSC (g) Cash...

Page 434
.... 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. 427 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 435
...further information regarding the Investment in CENG, see Note 5-Investment in Constellation Energy Nuclear Group, LLC. 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...

Page 436
..., financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized. The voluntary employee benefit association trusts covering active employees are included in corporate operations and...

Page 437
... Trust IV Total long-term debt to financing trusts (a) PECO provides energy to Generation for Generation's own use. $ 2 $ $ $ 3 2 1 3 $ 2 - $ 2 $405 $ 36 17 1 1 $ 55 $ 81 103 $184 $490 $ 29 20 2 1 $ 52 $ 81 103 $184 430 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 438
... Ended December 31, 2015 2014 2013 Operating revenues from affiliates: Generation (a) Purchased power from affiliate Generation (b) Operating and maintenance from affiliates: BSC (c) Interest expense to affiliates, net: BGE Capital Trust II Capitalized costs BSC (c) Cash dividends paid to parent...

Page 439
..., financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized. The voluntary employee benefit association trusts covering active employees are included in corporate operations and...

Page 440
... of 2014, ComEd reclassified $1 million to Operating income for presentation purposes in ComEd's Consolidated Statements of Operations and Comprehensive Income. The reclassifications did not affect ComEd's Net (Loss) Income. 433 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 441
... Shareholders 2015 2014 Operating Revenues 2015 2014 Quarter ended: March 31 June 30 September 30 December 31 434 $ 1,036 628 725 746 $ 1,054 653 697 761 $204 99 110 144 $169 55 102 113 $ 106 44 51 74 $ 85 16 46 52 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 442
... Exelon, Generation, ComEd, PECO and BGE None. ITEM 9A. CONTROLS AND PROCEDURES Exelon, Generation, ComEd, PECO and BGE-Disclosure Controls and Procedures During the fourth quarter of 2015, each registrant's management, including its principal executive officer and principal financial officer...

Page 443
... was effective. Management's Report on Internal Control Over Financial Reporting is included in ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. ITEM 9B. None. 436 OTHER INFORMATION Exelon, Generation, ComEd, PECO and BGE Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 444
... to its Chief Executive Officer, Chief Financial Officer or Corporate Controller, Exelon will disclose the nature of such amendment or waiver on Exelon's website, www.exeloncorp.com, or in a report on Form 8-K. 437 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 445
... set forth under Executive Compensation Data and Report of the Compensation Committee in the 2016 Exelon Proxy Statement or the ComEd 2016 Information Statement and incorporated herein by reference. 438 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

Page 446
...,289,000 shares available for issuance from the company's employee stock purchase plan. No ComEd securities are authorized for issuance under equity compensation plans. 439 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 447
... and Director Independence in the 2016 Exelon Proxy Statement or the ComEd 2016 Information Statement and incorporated herein by reference. 440 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be...

Page 448
... of PricewaterhouseCoopers LLP as Exelon's Independent Accountant for 2016 in the 2016 Proxy Statement and the 2016 ComEd Information Statement and incorporated herein by reference. 441 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Research...

Page 449
... (a) Exelon 1. Financial Statements: Report of Independent Registered Public Accounting Firm dated February 10, 2016 of PricewaterhouseCoopers LLP Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2015, 2014 and 2013 Consolidated Statements of Cash Flows...

Page 450
... loss reclassified to periodic cost Transition obligation reclassified to periodic cost Pension and non-pension postretirement benefit plan valuation adjustment Unrealized loss on cash flow hedges Unrealized gain on marketable securities Unrealized gain on equity investments Unrealized loss on...

Page 451
...Companies Schedule I - Condensed Financial Information of Parent (Exelon Corporate) Condensed Statements of Cash Flows For the Years Ended December 31, 2014 (In millions) 2015 2013 Net cash flows provided by operating activities Cash flows from investing activities Return on investment of direct...

Page 452
Table of Contents Exelon Corporation and Subsidiary Companies Schedule I - Condensed Financial Information of Parent (Exelon Corporate) Condensed Balance Sheets (In millions) December 31, 2015 2014 ASSETS Current assets Cash and cash equivalents Accounts receivable, net Other accounts receivable ...

Page 453
... stock (No par value, 2000 shares authorized, 920 shares and 860 shares outstanding at December 31, 2015 and 2014, respectively) Treasury stock, at cost (35 shares at December 31, 2015 and 2014, respectively) Retained earnings Accumulated other comprehensive loss, net Total shareholders' equity...

Page 454
... none of PECO's preference securities, which PECO redeemed in 2013. 2. 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...

Page 455
... Companies Schedule I - Condensed Financial Information of Parent (Exelon Corporate) Notes to Financial Statements Long-Term Debt The following tables present the outstanding long-term debt for Exelon Corporate as of December 31, 2015 and December 31, 2014: Rates Maturity Date December 31, 2015 2014...

Page 456
...) 2015 Operating and maintenance from affiliates: BSC (a) Interest income from affiliates, net: Generation Equity in earnings of investments: Exelon Energy Delivery Company, LLC (b) Exelon Ventures Company, LLC (c) UII, LLC Exelon Transmission Company, LLC Exelon Enterprise Generation Total equity...

Page 457
...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. Exelon Energy Delivery Company, LLC consists of ComEd, PECO and BGE. Exelon Ventures Company, LLC...

Page 458
... 31, 2015, 2014, and 2013, respectively. Includes charges for late payments and non-service receivables. Write-off of individual accounts receivable. 451 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 459
... because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto 452 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Research...

Page 460
... 5 10 - 19 - (1) 11 25 11 $ 77 11 102 60 48 93 57 11 55 $ $ $ $ $ $ $ $ $ $ Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and is not warranted to be...

Page 461
... because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto 454 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Research...

Page 462
... and non-service receivables. Write-off of individual accounts receivable. $ 84 2 $ 39 1 $ 18(a) $ 2 66(b) $ 2 56(b) $ 2 70(b) $ 1 75 3 84 2 62 2 $ 62 2 $ 45 - $ 33(a) $ 2 $ 70 2 $ 33 1 $ 29(a) $ - 455 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 463
... Accounts PECO 1. Financial Statements: Report of Independent Registered Public Accounting Firm dated February 10, 2016 of PricewaterhouseCoopers LLP Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2015, 2014 and 2013 Consolidated Statements of Cash...

Page 464
... years ended December 31, 2015, 2014, and 2013, respectively. Primarily charges for late payments. Write-off of individual accounts receivable. 457 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not...

Page 465
... because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto 458 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Research...

Page 466
...1 459 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may ...use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance...

Page 467
... No. 99.3 to the Current Report on Form 8-K dated February 4, 2010, filed by Constellation Energy Group, Inc., File Nos. 1-12869 and 1-1910). Agreement and Plan of Merger, dated as of April 29, 2014, by and among Exelon Corporation, Pepco Holdings, Inc. and Purple Acquisition Corp. (File No. 001...

Page 468
...No. 1-1910). Bylaws of Baltimore Gas and Electric Company, as amended and restated as of May 10, 2012. (File No. 1-16169, 2013 Form 10-K, Exhibit 3-11). Operating Agreement, dated as of February 4, 2010, by and among RF HoldCo LLC, Constellation Energy Group, Inc. and GSS Holdings (BGE Utility), Inc...

Page 469
... Mellon Trust Company of Illinois, as current successor Trustee), dated July 1, 1923, as supplemented and amended by Supplemental Indenture thereto dated August 1, 1944. (Registration No. 2-60201, Form S-7, Exhibit 2-1). 462 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 470
..., Form 8-K dated January 16, 2008 463 2-1 2-1 2-1 2-1 2-1 2-1 2-1 2-1 2-1 2-1 2-1 2-1 2-1 2-1 4-3 4-3 4-3 4-3 4-3 4-3 4-3 4-3 4-3 4-9 4-4 4.1 4.1 4.1 4.1 4.1 4.1 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 471
...Gas and Electric Company. (File 1-1910, Form 8-K dated August 17, 2012, Exhibit 4.1). Form of 3.35% Senior Note due 2023 Baltimore Gas and Electric Company. (File 1-1910, Form 8-K dated June 17, 2013, Exhibit 4.1). Form of 6.000% Senior Secured Notes due 2033 issued by Exelon Generation Company, LLC...

Page 472
... September 30, 2010, Exhibit 4.1). Form of 5.75% Exelon Generation Company, LLC Senior Note due 2041 (File No. 333-85496, Form 8-K dated September 30, 2010, Exhibit 4.2). Indenture between Constellation Energy Group, Inc. and the Bank of New York, Trustee dated as of March 24, 1999. (Designated as...

Page 473
... the Current Report on Form 8-K dated December 14, 2010, filed by Constellation Energy Group, Inc., File No. 1-12869). 466 4-28 4-29 4-30 4-31 4-32 4-33 4-34 4-35 4-36 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 474
...among Exelon Corporation, Barclays Capital Inc. and Goldman, Sachs & Co. (incorporated herein by reference to Exhibit 1.1 to Exelon Corporation's Current Report on Form 8-K, filed on December 2, 2015). Facility Credit Agreement, dated as of February 6, 2014, among ExGen Renewables I Holding, LLC and...

Page 475
... Form 10-K, Exhibit 10.21). Exelon Corporation Senior Management Severance Plan (As Amended and Restated Effective November 1, 2015) 468 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied...

Page 476
... No. 10-3). Credit Agreement for $600,000,000 dated as of March 23, 2011 between PECO Energy Company and Various Financial Institutions (File No. 000-16844, Form 8-K dated March 23, 2011, Exhibit No. 10-4). 469 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 477
... 23, 2011, among Exelon Generation Company, LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (File No. 001-16169, Form 8-K dated March 14, 2012, Exhibit No. 4-6). Constellation Energy Group, Inc. Nonqualified Deferred Compensation Plan, as amended and restated...

Page 478
... Report on Form 8-K dated July 5, 2007, filed by Baltimore Gas and Electric Company, File No. 1-1910). Second Amended and Restated Operating Agreement, dated as of November 6, 2009, by and among Constellation Energy Nuclear Group, LLC, Constellation Nuclear, LLC, CE Nuclear, LLC, EDF Development...

Page 479
... Agreement between EDF Inc., Exelon Corporation, Exelon Energy Delivery Company, LLC, Constellation Energy Group, Inc. and Baltimore Gas and Electric Company dated January 16, 2012. (Designated as Exhibit No. 10.1 to the Current Report on Form 8-K dated January 19, 2012, File Nos. 1-12869 and...

Page 480
...Preference Stock Dividends. Exelon Code of Conduct, as amended March 12, 2012 (File No. 1-16169, Form 8-K dated March 14, 2012, Exhibit No. 14-1). Subsidiaries Exelon Corporation Exelon Generation Company, LLC Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company Consent...

Page 481
... officers for the following registrants: 32-1 32-2 32-3 Filed by Christopher M. Crane for Exelon Corporation Filed by Jonathan W. Thayer for Exelon Corporation Filed by Kenneth W. Cornew for Exelon Generation Company, LLC 474 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 482
... Compensatory plan or arrangements in which directors or officers of the applicable registrant participate and which are not available to all employees. 475 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 483
...the City of Chicago and State of Illinois on the 10th day of February, 2016. EXELON CORPORATION By: Name: Title: /S/ CHRISTOPHER M. CRANE Christopher M. Crane President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by...

Page 484
... City of Chicago and State of Illinois on the 10th day of February, 2016. EXELON GENERATION COMPANY, LLC By: Name: Title: /S/ KENNETH W. CORNEW Kenneth W. Cornew President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed...

Page 485
...City of Chicago and State of Illinois on the 10th day of February, 2016. COMMONWEALTH EDISON COMPANY By: Name: Title: /s/ ANNE R. PRAMAGGIORE Anne R. Pramaggiore President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed...

Page 486
..., in the City of Chicago and State of Illinois on the 10th day of February, 2016. PECO ENERGY COMPANY By: Name: Title: /s/ CRAIG L. ADAMS Craig L. Adams President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the...

Page 487
... City of Chicago and State of Illinois on the 10th day of February, 2016. BALTIMORE GAS AND ELECTRIC COMPANY By: Name: Title: /s/ CALVIN G. BUTLER, J R. Calvin G. Butler, Jr. Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed...

Page 488
... of Commonwealth Edison Company ("ComEd") and PECO Energy Company ("PECO") who are not fulltime employees of Exelon or its subsidiaries shall also be eligible to participate in the Plan. In addition, effective as of March 12, 2012, all Directors of Baltimore Gas and Electric Company ("BGE") who are...

Page 489
... For purposes of measuring the earnings or losses credited to a participant's Deferral Account, the participant may select, from among the investment funds available from time to time under the Exelon Corporation Employee Savings Plan (the "Savings Plan"), the investment funds in which all or part...

Page 490
... in, April of the first year beginning after the occurrence of one of the following -3- Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and is not warranted to be...

Page 491
... not later than December 31, 2008). If a Director does not submit a Benefit Distribution Election Form -4- Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and is...

Page 492
...service with any Board. -5- Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information... use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance ...

Page 493
... emergency will be made only to the extent necessary to satisfy the emergency need, -6- Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and is not warranted to be...

Page 494
...the calendar year in which the Plan termination occurs or (ii) the first calendar year in which the payments are administratively practicable; -7- Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be...

Page 495
... Plan shall be governed by the law of the Commonwealth of Pennsylvania to the extent not preempted by applicable federal law. EXELON CORPORATION Executive Vice President -8- Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 496
Exhibit 10.21.1 EXELON CORPORATION SENIOR MANAGEMENT SEVERANCE PLAN (As Amended and Restated) Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and is not warranted ...

Page 497
... Company (an "Individual Change in Control Agreement"), or who is an interim employee separating under the change in control provisions of another severance 2.2. Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 498
... in the Annual Incentive Award Plan with respect to the year in which the Termination Date occurs, (b) the Severance Incentive. Subject to Section 13.13 below, payment shall be made in regular payroll installments for the 2 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 499
... awards under the Annual Incentive Award Plan are paid to active employees for such performance period (but not later than March 15 of the year following the last day of such performance period), and 3 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

Page 500
... earlier, the option expiration date, provided that this Section 4.3 shall not limit the right of the Company to cancel the Stock Options in connection with a corporate transaction pursuant to the terms of the LTIP. Other Awards. Awards of Performance Shares, Restricted Stock (as defined in Sections...

Page 501
... Participant had attained such programs' age and service requirements. The eligibility for coverage and availability of programs or plans, the amounts charged for coverage, and the other terms, conditions and limitations under the Company's group health care programs or plans shall remain subject to...

Page 502
... applicable to such Participant under the Incentive Plan for the performance period in which the Termination Date occurs; 6 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted...

Page 503
...Plan, the Exelon Corporation Stock Deferral Plan or the Constellation Energy Group Inc. Deferred Compensation Plan, any successor plan, or under any other non-qualified defined contribution or deferred compensation plan of the Company, whether vested or non-vested, together with any accrued earnings...

Page 504
... in the Company's welfare plans, including medical, prescription, dental, disability, employee life, group life and accidental death benefits but excluding any severance pay ("Welfare Plans") that 8 (c) (d) (e) Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 505
... other terms, conditions and limitations under the Company's group health care programs or plans shall remain subject to the Company's right to amend, change or terminate such programs or plans at any time. 9 (ii) (iii) (iv) Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 506
... an Imminent Control Change Period, a Participant has a Termination of Employment, then 10 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and is not warranted to...

Page 507
... 5.2(b) shall not limit the right of the Company to cancel the Stock Options in connection with a corporate transaction pursuant to the terms of the LTIP. 11 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 508
... 5.2(c) shall not limit the right of the Company to cancel the Stock Options in connection with a corporate transaction pursuant to the terms of the LTIP. (d) Performance Shares. Such Participant's Performance Shares granted under the Exelon Long Term Performance Share Award Program under the LTIP...

Page 509
... shall continue to be eligible for welfare benefits as described in, and subject to the limitations of Section 5.1(e). 13 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted...

Page 510
... and reimbursements shall not be subject to liquidation or exchange for any other benefit. 14 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and is not warranted...

Page 511
... Parachute Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision). 15 5.6. Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied...

Page 512
... goals established pursuant to such plan as of the end of the applicable performance period had the Participant remained employed through 16 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be...

Page 513
... of any employee or other person; the Executive's commission of a felony or any crime involving dishonesty or moral turpitude; 17 7.10. 7.11. (b) (c) Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 514
... unless the security being so exercised, converted or exchanged was acquired directly from Exelon), (2) any acquisition by Exelon, (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by Exelon or any corporation controlled by Exelon (a "Company Plan"), or...

Page 515
... of Exelon, other than a plan of liquidation or dissolution which results in the acquisition of all or substantially all of the assets of Exelon by an affiliated company. 19 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 516
... the position or level of officer to whom the Executive reports), unless such reduction is part of a policy, program or arrangement applicable to peer executives (including peer executives of any successor to Exelon); 20 (ii) Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 517
... 50 miles of (A) the Executive's primary workplace, or (B) the principal offices of Exelon or its successor (if such offices are such Executive's workplace), in each case without the Executive's consent; provided, however, in both cases of (A) and (B) of this subsection (b)(iv), such new location is...

Page 518
... Annual Incentive Award Plan, or such other annual cash bonus arrangement of the Company in which the Executive is a participant in lieu of the Annual Incentive Award Plan, but excluding any supplemental incentive plans. 22 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 519
...grant of Performance Shares under the Exelon Long Term Performance Share Award Program under the LTIP, the number of Performance Shares which a Participant would have been awarded (prior to the Termination Date) for the LTIP Performance Period corresponding to such grant if the business and personal...

Page 520
... Management" means (a) an Executive whose title with respect to Exelon is Executive Vice President or above, (b) an Executive whose title is President or Chief Executive Officer with respect to Baltimore Gas & Electric Company, Commonwealth Edison Company, Exelon Generation Company, LLC, PECO Energy...

Page 521
... with respect to a corporation, securities of such corporation that are entitled to vote generally in the election of directors of such corporation. 25 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may...

Page 522
... creditor to receive benefits from the Company on the terms and conditions provided in the Plan. 9. ADMINISTRATION OF THE PLAN The Plan shall be administered on a day-to-day basis by the Vice President, Corporate Compensation of Exelon (the "Plan Administrator"). The Plan Administrator has the...

Page 523
...AMENDMENT OR TERMINATION OF PLAN Exelon's Chief Human Resources Officer or another designated officer of the Company may amend, modify or terminate the Plan at any time by written instrument; provided, however, 27 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 524
... shall be construed so as to effectuate the terms of such Section, subsection or other portion 28 13.3. 13.4. 13.5. 13.6. Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or...

Page 525
... Tax Withholding. The Company may withhold from any amounts payable under this Plan or otherwise payable to a Participant or beneficiary any Taxes the 29 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may...

Page 526
... or exchange for any other benefit. EXELON CORPORATION By: /s/ Amy E. Best Amy E. Best Senior Vice President and Chief Human Resources Officer 30 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be...

Page 527
... Exelon Corporation Senior Management Severance Plan or any other executive severance plan, as in effect from time to time, the meaning of such term specified in such plan, or (c) with respect to any other employee, the meaning of such term specified in the Exelon Corporation Severance Benefit Plan...

Page 528
... Securities Exchange Act of 1934, as amended. "Fair Market Value" shall mean the closing transaction price of a share of Common Stock as reported on the New York Stock Exchange on the date as of which such value is being determined or, if the Common Stock is not listed on the New York Stock Exchange...

Page 529
...industry group comparatives and may be applied at various organizational levels (e.g., corporate, business unit, division): (1) cumulative shareholder value added (SVA), (2) customer satisfaction, (3) revenue, (4) primary or fully-diluted earnings per share of Common Stock, (5) net income, (6) total...

Page 530
... or department. "Plan" shall have the meaning set forth in Section 1.1. "Prior Plan" shall mean the Exelon Corporation 2006 Long-Term Incentive Plan, as amended. 4 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 531
...the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity. 5 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 532
... the number of shares of Common Stock, the number of SARs, the number of Restricted Stock Units and the number of Performance Units subject to such an award, the exercise price or base price associated with the award, the time and conditions of exercise or settlement of the award and all other terms...

Page 533
... 5.7, the aggregate number of shares of Common Stock available for awards granted under the Plan in the form of options, SARs, Stock Awards or Performance Units shall be the sum of (i) five million 7 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

Page 534
... by the Chief Executive Officer, pursuant to a delegation by the Committee in accordance with Section 1.3 of this Plan, shall not exceed 600,000 in the aggregate or 20,000 with respect to any individual employee. 8 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 535
... extension of credit, either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having a 9 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 536
..., only with respect to whole shares of Common Stock and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If an 10 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be...

Page 537
... to an option or SAR, as the case may be, if the Company ceases to employ the holder of an option or SAR for any reason other than as 11 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied...

Page 538
... base price of such SAR exceeds the Fair Market Value of a share of Common Stock on the date of such cancellation, in each case, other than in connection with a Change in Control or the adjustment provisions set forth in Section 5.7. 12 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016...

Page 539
... Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company's right to require 13 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or...

Page 540
...award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award. 14 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or...

Page 541
... with the Company of the holder of such award, whether by reason of Disability, Retirement, death or any other reason, shall be determined by the Committee and set forth in the applicable award Agreement. 15 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 542
V. GENERAL 5.1 Effective Date and Term of Plan. This Plan shall be submitted to the stockholders of the Company for approval at the Company's 2010 annual meeting of stockholders and, if approved by the affirmative vote of a majority of the shares of Common Stock present in person or represented by ...

Page 543
... by the Chief Executive Officer, the number and class of securities subject to each outstanding option and the purchase price per security, and the terms of each outstanding SAR, Restricted Stock Award, Restricted Stock Unit Award, Performance Share Award and 17 Source: BALTIMORE GAS & ELECTRIC CO...

Page 544
..., if any, of the Fair Market Value of a share of Common Stock as of the date of the Corporate Transaction, over the purchase price or base 18 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be...

Page 545
... are deemed satisfied pursuant to clause (i), multiplied by the Fair Market Value of a share of Common Stock as of the date of the Corporate Transaction, and (3) in the case of a Performance Unit Award, the value of the Performance Units then subject to the portion of such award surrendered, to the...

Page 546
... than a plan of liquidation or dissolution which results in the acquisition of all or substantially all of the assets of the Company by an affiliated company. 20 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 547
...exercised by such holder's executor, administrator, legal representative or similar person. 21 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and is not warranted...

Page 548
... in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees. 22 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and is...

Page 549
...any other terms of the Award not set forth in the Plan, this Program or the Program summary. (d) "Board" shall mean the board of directors of the Company. (e) "Transition Award" shall mean a Performance Share Unit Award granted on a one-time basis in 2013 (or 2014, in certain cases such as new hires...

Page 550
... or service awarded to the holder for benefit accrual purposes under any nonqualified defined benefit retirement plan of the Company in which the holder is a participant. 2 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 551
... Award (u) "Utility Company" shall mean Baltimore Gas & Electric Company, Commonwealth Edison Company, PECO Energy Company and the Exelon Utility Group within Exelon Business Services Company, LLC. 3. Long Term Performance Share Award and Performance Cash Award Program. (a) Granting of Awards...

Page 552
... the number of Earned Shares that are subject to a Performance Share Unit Award immediately prior to the record date for such Dividend Payment Date, but that have not been issued pursuant to Section 3(e) as of such record date. 4 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 553
... the case may be. To the extent the Award has not been earned as of the date of the Participant's termination of employment or death (i.e. as to which the current Performance Cycle has not elapsed), the Participant shall become 5 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 554
... of when such shares are issued or transferred to such Participant. Effective January 1, 2013, this provision shall no longer be effective. 6 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not...

Page 555
...'s Earned Shares, determined as of the applicable vesting date. 4. Restricted Stock Unit Award Program. (a) Granting of Awards. The Committee may grant Restricted Stock Unit Awards to employees who are employed (i) in a Vice President or other executive position (including without limitation Nuclear...

Page 556
... of such record date, multiplied by the dollar amount of the cash dividend paid per share of Common Stock, divided by (ii) the Fair Market Value of a share of Common Stock on such Dividend Payment Date. Such additional Restricted Stock Units shall be subject to all of the terms and conditions of the...

Page 557
... Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common Stock which 9 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 558
... is 90 days after the effective date of such Participant's termination of employment and (ii) the Expiration Date. 10 (ii) (iii) (iv) Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied...

Page 559
... or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar 11 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted...

Page 560
... Act and implementing applicable stock exchange listing standards or rules and regulations thereunder, or as otherwise required by law or regulation. 12 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may...

Page 561
... courier service; provided, however, that if a notice, request or other communication is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company. 13 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 562
... from service and (B) the date of the Participant's death. (d) Amendment. The terms of this Program may be amended by the Committee or the Board (or their respective delegates), provided that the Chief Human Resources Officer or the Vice President, Corporate Compensation, of the Company may...

Page 563
... Vice President & Chief Human Resources Officer, effective as of January 1, 2014. EXELON CORPORATION By: Senior Vice President & Chief Human Resources Officer 15 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 564
...any other terms of the Award not set forth in the Plan, this Program or the Program summary. (d) "Board" shall mean the board of directors of the Company. (e) "Transition Award" shall mean a Performance Share Unit Award granted on a one-time basis in 2013 (or 2014, in certain cases such as new hires...

Page 565
... and the Company or any of its affiliates. (t) "Retirement" shall mean a Participant's termination of employment (other than a termination upon death, disability or involuntary termination for cause) on or 2 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 566
... Award (v) "Utility Company" shall mean Baltimore Gas & Electric Company, Commonwealth Edison Company, PECO Energy Company and the Exelon Utility Group within Exelon Business Services Company, LLC. 3. Long Term Performance Share Award and Performance Cash Award Program. (a) Granting of Awards...

Page 567
... the closing price of a share of Common Stock on the last trading day of such year and (ii) the per person limit set forth in Section 1.6 of the Plan. For purposes of this Section 3(b), the "Operating Income" of the Company for such year shall be as reported in the Company's financial statements for...

Page 568
... or her obligations to the Company or any of its affiliates under any Restrictive Covenant, then all Earned Shares subject to such Participant's 5 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be...

Page 569
...Participant's Award shall be forfeited and terminate as of the date of such termination of employment. 6 (iii) Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and...

Page 570
...and other conditions herein) in a cash payment made by ComEd to the Participant in an amount equal to the Fair Market Value of the number of such Participant's Earned Shares, determined as of the applicable vesting date. 4. Restricted Stock Unit Award Program, and Constellation Short-Term Incentives...

Page 571
... of such record date, multiplied by the dollar amount of the cash dividend paid per share of Common Stock, divided by (ii) the Fair Market Value of a share of Common Stock on such Dividend Payment Date. Such additional Restricted Stock Units shall be subject to all of the terms and conditions of the...

Page 572
... Grant Date with respect to the remaining shares of Common Stock subject to the award on the Grant Date, in each case subject to the Participant's continuous employment with the Company through the applicable vesting date. 9 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 573
... of credit, either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price...

Page 574
... so to sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of an Award, such Award and all rights thereunder shall immediately become null and void. 11 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 575
... Act and implementing applicable stock exchange listing standards or rules and regulations thereunder, or as otherwise required by law or regulation. 12 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may...

Page 576
... in this Program (other than the exercise of a stock option) shall be made, if to the Company, to Exelon Corporation, 10 South Dearborn Street, Chicago, Illinois 60603, Attention: Vice President, Corporate Compensation, and if to the Participant, to his or her then current work location. All notices...

Page 577
... from service and (B) the date of the Participant's death. (d) Amendment. The terms of this Program may be amended by the Committee or the Board (or their respective delegates), provided that the Chief Human Resources Officer or the Vice President, Corporate Compensation, of the Company may...

Page 578
... Vice President & Chief Human Resources Officer, effective as of January 1, 2015. EXELON CORPORATION By: Senior Vice President & Chief Human Resources Officer 15 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 579
... this 18 th day of December, 2015. Exelon Corporation By: /s/ Amy Best Amy Best Senior Vice President & Chief Human Resources Officer Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied...

Page 580
... interest factor. Exelon Corporation Ratio of Earnings to Fixed Charges and Preferred Stock Dividends Years Ended December n1, 2012 201n 2014 2011 2015 Pre-tax income from continuing operations Plus: Loss from equity investees Less: Capitalized interest Preference security dividend requirements...

Page 581
Exhibit 12.2 Exelon Generation Company, LLC Ratio of Earnings to Fixed Charges Years Ended December 31, 2012 2013 2014 2011 2015 Pre-tax income from continuing operations Plus: (Income) or loss from equity investees Less: Capitalized interest Pre-tax income from continuing operations after ...

Page 582
Exhibit 12.3 Commonwealth Edison Company Ratio of Earnings to Fixed Charges Years Ended December 31, 2012 2013 2014 2015 2011 Pre-tax income from continuing operations Plus: Loss from equity investees Less:Capitalized interest Pre-tax income from continuing operations after adjustment for income ...

Page 583
... interest factor. PECO Energy Company Ratio of Earnings to Fixed Charges and Preferred Stock Dividends Years Ended December 31, 2012 2013 2014 2015 2011 Pre-tax income from continuing operations Plus: Loss from equity investees Less: Capitalized interest Preference security dividend requirements...

Page 584
... coverage was less than 1:1. The registrant must generate additional earnings of $14 million to achieve a coverage ratio of 1:1. Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted...

Page 585
..., LLC, Series C Units Annova LNG, LLC, Series Z Units ATNP Finance Company AV Solar Ranch 1, LLC Baltimore Gas and Electric Company BC Energy LLC Beebe 1B Renewable Energy, LLC Beebe Renewable Energy, LLC Bennett Creek Windfarm, LLC BGE Capital Trust II BGE Home Products & Services, LLC Big Top, LLC...

Page 586
...Inc. Cisco Wind Energy LLC Clinton NQF, LLC CLT Energy Services Group, L.L.C. CNE Gas Holdings, LLC CNE Gas Supply, LLC CNEG Holdings, LLC CNEGH Holdings, LLC Cogenex Corporation CoLa Resources LLC Colorado Bend I Power, LLC Colorado Bend II Power, LLC Colorado Bend Services, LLC ComEd Financing III...

Page 587
.... ETT Canada, Inc. Ewington Energy Systems LLC Exelon AVSR Holding, LLC Exelon AVSR, LLC Exelon Business Services Company, LLC Exelon Corporation Exelon Energy Delivery Company, LLC Exelon Enterprises Company, LLC Exelon Framingham, LLC Exelon Fulton, LLC Exelon Generation Acquisitions, LLC Exelon...

Page 588
...Power Services, LLC ExGen Texas Power, LLC ExGen Ventures International Holdings II Limited ExGen Ventures International Holdings Limited ExTel Corporation, LLC F & M Holdings Company, L.L.C. Fair Wind Power Partners, LLC Four Corners Windfarm, LLC Four Mile Canyon Windfarm, LLC Fourmile Wind Energy...

Page 589
... PECO Energy Capital, L.P. PECO Energy Company PECO Wireless, LLC Pegasus Power Company, Inc. PH Holdco LLC Pinedale Energy, LLC Prairie Wind Power LLC Purple Acquisition Corp. Quad Cities 1 NQF, LLC Quad Cities 2 NQF, LLC R.E. Ginna Nuclear Power Plant, LLC Renewable Power Generation Holdings, LLC...

Page 590
... Company, LLC Western Path Development, LLC Whitetail Wind Energy, LLC Wibaux Wind, LLC Wildcat Finance, LLC Wildcat Wind LLC Wind Capital Holdings, LLC Windy Dog-1 LLC Wolf Hollow I Power, LLC Wolf Hollow II Power, LLC Wolf Hollow Services, LLC Wolf Wind Enterprises, LLC Wolf Wind Transmission, LLC...

Page 591
Exhibit 21.2 Exelon Generation Company, LLC 12/31/2015 Name Jurisdiction 2014 ESA HoldCo, LLC 2014 ESA Project Company, LLC 2015 ESA Holdco, LLC 2015 ESA Investco, LLC 2015 ESA Project Company, LLC AgriWind LLC AgriWind Project L.L.C. Albany Green Energy, LLC Annova LNG Brownsville A, LLC Annova ...

Page 592
... Nuclear Group, LLC Constellation Energy Partners Holdings, LLC Constellation Energy Power Choice, Inc. Constellation Energy Projects & Services Group Advisors, LLC Constellation Energy Projects and Services Canada, Inc. Constellation Energy Resources, LLC Constellation Energy Services - Natural Gas...

Page 593
... Fulton, LLC Exelon Generation Acquisitions, LLC Exelon Generation Company, LLC Exelon Generation Consolidation, LLC Exelon Generation Finance Company, LLC Exelon Generation International, Inc. Exelon Generation Limited Exelon New Boston, LLC Exelon New England Holdings, LLC Exelon Nuclear Partners...

Page 594
...Texas Power Services, LLC ExGen Texas Power, LLC ExGen Ventures International Holdings II Limited ExGen Ventures International Holdings Limited Fair Wind Power Partners, LLC Four Corners Windfarm, LLC Four Mile Canyon Windfarm, LLC Fourmile Wind Energy, LLC G-Flow Wind, LLC Grande Prairie Generation...

Page 595
..., LLC Pegasus Power Company, Inc. Pinedale Energy, LLC Prairie Wind Power LLC Quad Cities 1 NQF, LLC Quad Cities 2 NQF, LLC R.E. Ginna Nuclear Power Plant, LLC Renewable Power Generation Holdings, LLC Renewable Power Generation, LLC Residential Solar Holding, LLC Residential Solar II, LLC Roadrunner...

Page 596
... Edison Company Subsidiary Jurisdiction ComEd Financing III Commonwealth Edison Company of Indianag Inc. RITELine Illinoisg LLC Delaware Indiana Illinois Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 597
... Company ExTel Corporation, LLC PEC Financial Services, LLC PECO Energy Capital Corp. PECO Energy Capital, L.P. PECO Energy Capital Trust III PECO Energy Capital Trust IV PECO Wireless, LLC Delaware Delaware Pennsylvania Delaware Delaware Delaware Delaware Delaware Source: BALTIMORE GAS & ELECTRIC...

Page 598
Exhibit 21.5 Baltimore Gas and Electric Company Subsidiary Jurisdiction BGE Capital Trust II RSB BondCo LLC Delaware Delaware Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or...

Page 599
... control over financial reporting of Exelon Corporation, which appears in this Form 10-K. /s/ EricewaterhouseCoopers LLE Chicago, Illinois February 10, 2016 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 600
... over financial reporting of Exelon Generation Company, LLC, which appears in this Form 10-K. /s/ EricewaterhouseCoopers LLE Baltimore, Maryland February 10, 2016 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 601
..., financial statement schedule and the effectiveness of internal control over financial reporting of Commonwealth Edison Company, which appears in this Form 10-K. /s/ EricewaterhouseCoopers LLE Chicago, Illinois February 10, 2016 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 602
... financial statement schedule and the effectiveness of internal control over financial reporting of EECO Energy Company, which appears in this Form 10-K. /s/ EricewaterhouseCoopers LLE Ehiladelphia, Eennsylvania February 10, 2016 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 603
... (No. 333-196220-01) of Baltimore Gas and Electric Company of our report dated February 10, 2016 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting of Baltimore Gas and Electric Company, which appears in this Form 10...

Page 604
... in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 605
... in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 606
... in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 607
... in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 608
... in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 609
... in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 610
... in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 611
... in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 612
... in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 613
... in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 614
... in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 615
... in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 616
... in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 617
... DATE: February 4, 2016 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is...

Page 618
...DATE: February 2, 2016 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is ...

Page 619
... DATE: February 4, 2016 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information ... use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is...

Page 620
...DATE: February 4, 2016 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is ...

Page 621
... DATE: February 3, 2016 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information ...use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance...

Page 622
...DATE: February 3, 2016 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information ...any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is...

Page 623
... DATE: February 3, 2016 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information ... use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is...

Page 624
... DATE: February 2, 2016 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is...

Page 625
...in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 626
...in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 627
...in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 628
...in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 629
...in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 630
...in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 631
...in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 632
...in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 633
...in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the...

Page 634
...name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done...

Page 635
...name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done...

Page 636
...name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done...

Page 637
...name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done...

Page 638
...name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done...

Page 639
...name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done...

Page 640
...name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done...

Page 641
...name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done...

Page 642
...name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2015 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done...

Page 643
... control over financial reporting. /S/ CHRISTOPHER M. CRANE President and Chief Executive Officer (Principal Executive Officer) Date: Febreary 10, 2016 481 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 644
... over financial reporting. /S/ J ONATHAN W. THAYER Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: February 10, 2016 482 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 645
... control over financial reporting. /S/ KENNETH W. CORNEW President and Chief Executive Officer (Principal Executive Officer) Date: February 10, 2016 483 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 646
... control over financial reporting. /S/ BRYAN P. WRIGHT Senior Vice President and Chief Financial Officer (Principal Financial Officer) Date: February 10, 2016 484 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 647
... control over financial reporting. /S/ ANNE R. PRAMAGGIORE President and Chief Executive Officer (Principal Executive Officer) Date: February 10, 2016 485 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 648
... over financial reporting. /S/ J OSEPH R. TRPIK, J R. Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Date: February 10, 2016 486 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 649
... control over financial reporting. /S/ CRAIG L. ADAMS President and Chief Executive Officer (Principal Executive Officer) Date: February 10, 2016 487 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 650
... over financial reporting. /S/ PHILLIP S. BARNETT Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Date: February 10, 2016 488 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 651
... management or other employees who have a significant role in the registrant's internal control over financial reporting. /S/ CALVIN G. BUTLER Chief Executive Officer (Principal Executive Officer) Date: February 10, 2016 489 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered...

Page 652
... over financial reporting. /S/ DAVID M. VAHOS Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Date: February 10, 2016 490 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 653
... respects, the financial condition and results of operations of Exelon Corporation. /S/ CHRISTOPHER M. CRANE Christopher M. Crane President and Chief Executive Officer Date: Fedruary 10, 2016 491 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

Page 654
...respects, the financial condition and results of operations of Exelon Corporation. /S/ J ONATHAN W. THAYER Jonathan W. Thayer Senior Executive Vice President and Chief Financial Officer Date: Fedruary 10, 2016 492 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 655
... respects, the financial condition and results of operations of Exelon Generation Company, LLC. /S/ KENNETH W. CORNEW Kenneth W. Cornew President and Chief Executive Officer Date: Fedruary 10, 2016 493 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

Page 656
... respects, the financial condition and results of operations of Exelon Generation Company, LLC. /S/ BRYAN P. WRIGHT Bryan P. Wright Senior Vice President and Chief Financial Officer Date: Fedruary 10, 2016 494 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

Page 657
... respects, the financial condition and results of operations of Commonwealth Edison Company. /S/ ANNE R. PRAMAGGIORE Anne R. Pramaggiore President and Chief Executive Officer Date: Fedruary 10, 2016 495 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

Page 658
..., the financial condition and results of operations of Commonwealth Edison Company. /S/ J OSEPH R. TRPIK, J R. Joseph R. Trpik, Jr. Senior Vice President, Chief Financial Officer and Treasurer Date: Fedruary 10, 2016 496 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by...

Page 659
... material respects, the financial condition and results of operations of PECO Energy Company. /S/ CRAIG L. ADAMS Craig L. Adams President and Chief Executive Officer Date: Fedruary 10, 2016 497 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Research...

Page 660
..., the financial condition and results of operations of PECO Energy Company. /S/ PHILLIP S. BARNETT Phillip S. Barnett Senior Vice President, Chief Financial Officer and Treasurer Date: Fedruary 10, 2016 498 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

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... respects, the financial condition and results of operations of Baltimore Gas and Electric Company. /S/ CALVIN G. BUTLER, J R. Calvin G. Butler, Jr. Chief Executive Officer Date: Fedruary 10, 2016 499 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document...

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..., the financial condition and results of operations of Baltimore Gas and Electric Company. /S/ DAVID M. VAHOS David M. Vahos Vice President, Chief Financial Officer and Treasurer Date: Fedruary 10, 2016 500 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar...

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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no...

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