SEC Info - Exelon Corp, et al. - ‘10-K’ for 12/31/18

Exelon Corp, et al. – ‘10-K’ for 12/31/18 – ‘R15’

On: Friday, 2/8/19, at 3:11pm ET · For: 12/31/18 · Accession #: 1628280-19-1107 · File #s: 0-16844, 1-01072, 1-01405, 1-01839, 1-01910, 1-03559, 1-16169, 1-31403, 333-85496

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/08/19 Exelon Corp 10-K 12/31/18 331:124M Workiva Inc Wde… FA01/FA Peco Energy Co Potomac Electric Power Co Delmarva Power & Light Co/DE Commonwealth Edison Co Baltimore Gas & Electric Co Atlantic City Electric Co Pepco Holdings LLC Exelon Generation Co LLC

Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 9.04M 2: EX-21.1 Subsidiaries - Exelon Corporation HTML 173K 3: EX-21.2 Subsidiaries - Exelon Generation Company, LLC HTML 158K 4: EX-21.3 Subsidiaries - Commonwealth Edison Company HTML 94K 5: EX-21.4 Subsidiaries - Peco Energy Company HTML 95K 6: EX-21.5 Subsidiaries - Baltimore Gas and Electric Company HTML 94K 7: EX-21.6 Subsidiaries - Pepco Holdings LLC HTML 95K 8: EX-21.7 Subsidiaries - Potomac Electric Power Company HTML 94K 9: EX-21.8 Subsidiaries - Delmarva Power & Light Company HTML 94K 10: EX-21.9 Subsidiaries - Atlantic City Electric Company HTML 94K 11: EX-23.1 Consent of Independent Registered Public HTML 95K Accountants - Exelon Corporation 12: EX-23.2 Consent of Independent Registered Public HTML 95K Accountants - Exelon Generation Company 13: EX-23.3 Consent of Independent Registered Public HTML 95K Accountants - Commonwealth Edison Co 14: EX-23.4 Consent of Independent Registered Public HTML 95K Accountants - Peco Energy Company 15: EX-23.5 Consent of Independent Registered Public HTML 95K Accountants - Baltimore Gas & Electric 16: EX-23.6 Consent of Independent Registered Public HTML 95K Accountants - Potomac Electric Power Co 17: EX-23.7 Consent of Independent Registered Public HTML 95K Accountants - Delmarva Power & Light Co 18: EX-23.8 Consent of Independent Registered Public HTML 95K Accountants - Atlantic City Electric Co 19: EX-24.1 Power of Attorney - Anthony K. Anderson HTML 95K 28: EX-24.10 Power of Attorney - Richard W. Mies HTML 95K 29: EX-24.11 Power of Attorney - John W. Rogers, Jr. HTML 95K 30: EX-24.12 Power of Attorney - Mayo A. Shattuck Iii HTML 95K 31: EX-24.13 Power of Attorney - Stephen D. Steinour HTML 95K 32: EX-24.14 Power of Attorney - John F. Young HTML 95K 33: EX-24.15 Power of Attorney - James W. Compton HTML 95K 34: EX-24.16 Power of Attorney - Christopher M. Crane HTML 95K 35: EX-24.17 Power of Attorney - A. Steven Crown HTML 95K 36: EX-24.18 Power of Attorney - Nicholas Debenedictis HTML 95K 37: EX-24.19 Power of Attorney - Joseph Dominguez HTML 95K 20: EX-24.2 Power of Attorney - Ann C. Berzin HTML 95K 38: EX-24.20 Power of Attorney - Peter V. Fazio, Jr. HTML 95K 39: EX-24.21 Power of Attorney - Michael H. Moskow HTML 95K 40: EX-24.22 Power of Attorney - Anne R. Pramaggiore HTML 95K 41: EX-24.25 Power of Attorney - Christopher M. Crane HTML 95K 42: EX-24.26 Power of Attorney - M. Walter D'Alessio HTML 95K 43: EX-24.27 Power of Attorney - Nicholas Debenedictis HTML 95K 44: EX-24.28 Power of Attorney - Nelson A. Diaz HTML 95K 45: EX-24.29 Power of Attorney - John S. Grady HTML 95K 21: EX-24.3 Power of Attorney - Laurie Brlas HTML 95K 46: EX-24.30 Power of Attorney - Rosemarie B. Greco HTML 95K 47: EX-24.31 Power of Attorney - Michael A. Innocenzo HTML 95K 48: EX-24.32 Power of Attorney - Charisse R. Lillie HTML 95K 49: EX-24.33 Power of Attorney - Anne R. Pramaggiore HTML 95K 50: EX-24.34 Power of Attorney - Ann C. Berzin HTML 95K 51: EX-24.35 Power of Attorney - Calvin G. Butler, Jr. HTML 95K 52: EX-24.36 Power of Attorney - Christopher M. Crane HTML 95K 53: EX-24.37 Power of Attorney - Michael E. Cryor HTML 95K 54: EX-24.38 Power of Attorney - James R. Curtiss HTML 95K 55: EX-24.39 Power of Attorney - Joseph Haskins, Jr. HTML 95K 22: EX-24.4 Power of Attorney - Christopher M. Crane HTML 95K 56: EX-24.40 Power of Attorney - Anne R. Pramaggiore HTML 95K 57: EX-24.41 Power of Attorney - Michael D. Sullivan HTML 95K 58: EX-24.42 Power of Attorney - Maria Harris Tildon HTML 95K 59: EX-24.43 Power of Attorney - Christopher M. Crane HTML 95K 60: EX-24.44 Power of Attorney - Linda Cropp HTML 95K 61: EX-24.45 Power of Attorney - Michael E. Cryor HTML 95K 62: EX-24.46 Power of Attorney - Ernest Dianastasis HTML 95K 63: EX-24.47 Power of Attorney - Debra P. Dilorenzo HTML 95K 64: EX-24.48 Power of Attorney - Anne R. Pramaggiore HTML 95K 65: EX-24.49 Power of Attorney - David M. Velazquez HTML 95K 23: EX-24.5 Power of Attorney - Yves C. De Balmann HTML 95K 66: EX-24.50 Power of Attorney - J. Tyler Anthony HTML 95K 67: EX-24.51 Power of Attorney - Phillip S. Barnett HTML 95K 68: EX-24.52 Power of Attorney - Christopher M. Crane HTML 95K 69: EX-24.53 Power of Attorney - Melissa A. Lavinson HTML 95K 70: EX-24.54 Power of Attorney - Kevin M. McGowan HTML 95K 71: EX-24.55 Power of Attorney - Anne R. Pramaggiore HTML 95K 72: EX-24.56 Power of Attorney - David M. Velazquez HTML 95K 73: EX-24.57 Power of Attorney - Anne R. Pramaggiore HTML 95K 74: EX-24.58 Power of Attorney - David M. Velazquez HTML 95K 75: EX-24.59 Power of Attorney - David M. Velazquez HTML 95K 24: EX-24.6 Power of Attorney - Nicholas Debenedictis HTML 95K 25: EX-24.7 Power of Attorney - Linda P. Jojo HTML 95K 26: EX-24.8 Power of Attorney - Paul Joskow HTML 95K 27: EX-24.9 Power of Attorney - Robert J. Lawless HTML 95K 76: EX-31.1 Certification Filed by Christopher M. Crane for HTML 100K Exelon Corporation 85: EX-31.10 Certification Filed by David M. Vahos for HTML 101K Baltimore Gas and Electric Company 86: EX-31.11 Certification Filed by David M. Velazquez for HTML 100K Pepco Holdings LLC 87: EX-31.12 Certification Filed by Phillip S. Barnett for HTML 100K Pepco Holdings LLC 88: EX-31.13 Certification Filed by David M. Velazquez for HTML 100K Potomac Electric Power Company 89: EX-31.14 Certification Filed by Phillip S. Barnett for HTML 100K Potomac Electric Power Company 90: EX-31.15 Certification Filed by David M. Velazquez for HTML 100K Delmarva Power & Light Company 91: EX-31.16 Certification Filed by Phillip S. Barnett for HTML 100K Delmarva Power & Light Company 92: EX-31.17 Certification Filed by David M. Velazquez for HTML 100K Atlantic City Electric Company 93: EX-31.18 Certification Filed by Phillip S. Barnett for HTML 100K Atlantic City Electric Company 77: EX-31.2 Certification Filed by Joseph Nigro for Exelon HTML 100K Corporation 78: EX-31.3 Certification Filed by Kenneth W. Cornew for HTML 101K Exelon Generation Company, LLC 79: EX-31.4 Certification Filed by Bryan P. Wright for Exelon HTML 101K Generation Company, LLC 80: EX-31.5 Certification Filed by Joseph Dominguez for HTML 100K Commonwealth Edison Company 81: EX-31.6 Certification Filed by Jeanne M. Jones for HTML 101K Commonwealth Edison Company 82: EX-31.7 Certification Filed by Michael A. Innocenzo for HTML 100K Peco Energy Company 83: EX-31.8 Certification Filed by Robert J. Stefani for Peco HTML 100K Energy Company 84: EX-31.9 Certification Filed by Calvin G. Butler, Jr. for HTML 101K Baltimore Gas and Electric Co 94: EX-32.1 Certification Filed by Christopher M. Crane for HTML 95K Exelon Corporation 103: EX-32.10 Certification Filed by David M. Vahos for HTML 95K Baltimore Gas and Electric Company 104: EX-32.11 Certification Filed by David M. Velazquez for HTML 95K Pepco Holdings LLC 105: EX-32.12 Certification Filed by Phillip S. Barnett for HTML 95K Pepco Holdings LLC 106: EX-32.13 Certification Filed by David M. Velazquez for HTML 95K Potomac Electric Power Company 107: EX-32.14 Certification Filed by Phillip S. Barnett for HTML 95K Potomac Electric Power Company 108: EX-32.15 Certification Filed by David M. Velazquez for HTML 95K Delmarva Power & Light Company 109: EX-32.16 Certification Filed by Phillip S. Barnett for HTML 95K Delmarva Power & Light Company 110: EX-32.17 Certification Filed by David M. Velazquez for HTML 95K Atlantic City Electric Company 111: EX-32.18 Certification Filed by Phillip S. Barnett for HTML 95K Atlantic City Electric Company 95: EX-32.2 Certification Filed by Joseph Nigro for Exelon HTML 95K Corporation 96: EX-32.3 Certification Filed by Kenneth W. Cornew for HTML 95K Exelon Generation Company, LLC 97: EX-32.4 Certification Filed by Bryan P. Wright for Exelon HTML 95K Generation Company, LLC 98: EX-32.5 Certification Filed by Joseph Dominguez for HTML 95K Commonwealth Edison Company 99: EX-32.6 Certification Filed by Jeanne M. Jones for HTML 95K Commonwealth Edison Company 100: EX-32.7 Certification Filed by Michael A. Innocenzo for HTML 95K Peco Energy Company 101: EX-32.8 Certification Filed by Robert J. Stefani for Peco HTML 95K Energy Company 102: EX-32.9 Certification Filed by Calvin G. Butler, Jr. for HTML 95K Baltimore Gas and Electric Co 118: R1 Document and Entity Information HTML 143K 119: R2 Consolidated Statements of Operations and HTML 390K Comprehensive Income 120: R3 Consolidated Statements of Cash Flows HTML 356K 121: R4 Consolidated Balance Sheets HTML 501K 122: R5 Consolidated Balance Sheets (Parenthetical) HTML 103K 123: R6 Consolidated Statement of Changes in Shareholders HTML 466K Equity 124: R7 Consolidated Statement of Changes in Shareholders HTML 96K Equity (Parenthetical) 125: R8 Significant Accounting Policies HTML 597K 126: R9 Variable Interest Entities (All Registrants) HTML 379K 127: R10 Revenue Recognition Revenue Recognition (All HTML 144K Registrants) 128: R11 Regulatory Matters (All Registrants) HTML 765K 129: R12 Mergers, Acquisitions and Dispositions (All HTML 250K Registrants) 130: R13 Property, Plant and Equipment (All Registrants) HTML 449K 131: R14 Impairment of Long-lived Assets (Exelon and HTML 111K Generation) 132: R15 Early Plant Retirements Early Plant Retirements HTML 163K (Exelon, Generation) 133: R16 Jointly Owned Electric Utility Plant (Exelon, HTML 162K Generation, PECO, BGE, PHI, Pepco, DPL and ACE) 134: R17 Intangible Assets (All Registrants) HTML 270K 135: R18 Fair Value of Financial Assets and Liabilities HTML 1.94M (All Registrants) 136: R19 Derivative Financial Instruments (All Registrants) HTML 485K 137: R20 Debt and Credit Agreements (All Registrants) HTML 825K 138: R21 Income Taxes (All Registrants) HTML 1.14M 139: R22 Asset Retirement Obligations (All Registrants) HTML 241K 140: R23 Retirement Benefits (All Registrants) HTML 1.11M 141: R24 Severance (All Registrants) HTML 173K 142: R25 Shareholder Equity (All Registrants) HTML 133K 143: R26 Stock-Based Compensation Plans (All Registrants) HTML 247K 144: R27 Earnings Per Share (Exelon) HTML 111K 145: R28 Changes in Accumulated Other Comprehensive Income HTML 385K (Exelon, Generation, and PECO) 146: R29 Commitments and Contingencies (All Registrants) HTML 545K 147: R30 Supplemental Financial Information (All HTML 1.93M Registrants) 148: R31 Segment Information (All Registrants) HTML 1.26M 149: R32 Related Party Transactions (All Registrants) HTML 732K 150: R33 Quarterly Data (Unaudited) (All Registrants) HTML 331K 151: R34 Subsequent Events Subsequent Events (Exelon and HTML 101K Generation) 152: R35 Schedule I - 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Narrative (Details) HTML 406K 251: R134 Income Taxes Deferred Tax Revision (Details) HTML 155K 252: R135 Income Taxes - Components of Income Tax Expense HTML 179K (Benefit) from Continuing Operations (Details) 253: R136 Income Taxes - Reconciliation to Effective Tax HTML 270K Rate (Details) 254: R137 Income Taxes - Tax Effects of Temporary HTML 187K Differences and Carryforwards (Details) 255: R138 Income Taxes - Schedule of Carryforwards and HTML 144K Corresponding Valuation Allowances (Details) 256: R139 Income Taxes - Reconciliation of Unrecognized Tax HTML 168K Benefits (Details) 257: R140 Income Taxes - Summary of Interest Receivable HTML 118K (Payable) (Details) 258: R141 Income Taxes - Summary of Interest Expense HTML 127K (Income) (Details) 259: R142 Income Taxes - Narrative (Details) HTML 343K 260: R143 Asset Retirement Obligations - Nuclear HTML 144K Decommissioning Asset Retirement Obligation Rollforward (Details) 261: R144 Asset Retirement Obligations - Narrative (Details) HTML 170K 262: R145 Asset Retirement Obligations - 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Early Plant Retirements (Exelon and Generation)

Exelon and Generation continuously evaluate factors that affect the current and expected economic value of Generation’s plants, including, but not limited to: market power prices, results of capacity auctions, potential legislative and regulatory solutions to ensure plants are fairly compensated for the benefits they provide through their carbon-free emissions, reliability, or fuel security, and the impact of potential rules from the EPA requiring reduction of carbon and other emissions and the efforts of states to implement those final rules. The precise timing of an early retirement date for any plant, and the resulting financial statement impacts, may be affected by many factors, including the status of potential regulatory or legislative solutions, results of any transmission system reliability study assessments, the nature of any co-owner requirements and stipulations, and NDT fund requirements for nuclear plants, among other factors. However, the earliest retirement date for any plant would usually be the first year in which the unit does not have capacity or other obligations, and where applicable, just prior to its next scheduled nuclear refueling outage.

Nuclear Generation

In 2015 and 2016, Generation identified the Clinton and Quad Cities nuclear plants in Illinois, Ginna and Nine Mile Point nuclear plants in New York and Three Mile Island nuclear plant in Pennsylvania as having the greatest risk of early retirement based on economic valuation and other factors.

On June 2, 2016, Generation announced it would shutdown the Clinton and Quad Cities nuclear plants on June 1, 2017 and June 1, 2018, respectively, given a lack of progress on Illinois energy legislation and MISO market reforms, and capacity auctions results that failed to cover cash operating costs and a risk-adjusted rate of return to shareholders.

On December 7, 2016, Illinois FEJA was signed into law by the Governor of Illinois and included a ZES that now provides compensation to Clinton and Quad Cities for the carbon-free attributes of their production through 2027. With the passage of the Illinois ZES in December 2016, Generation reversed its June 2016 decision to permanently cease generation operations at the Clinton and Quad Cities nuclear generating plants. Clinton and Quad Cities are currently licensed to operate through 2026 and 2032, respectively. See Note 4 - Regulatory Matters for additional information on the Illinois FEJA and the ZES.

In New York, the Ginna and Nine Mile Point nuclear plants faced similar economic challenges and on August 1, 2016, the NYPSC issued an order adopting the CES, which now provides payments to Ginna and Nine Mile Point, as well as FitzPatrick, for the environmental attributes of their production through 2029. Ginna and Nine Mile Point Unit 1 are currently licensed to operate through 2029, and Nine Mile Point Unit 2 through 2046. See Note 4 - Regulatory Matters for additional information on the New York CES.

Assuming the continued effectiveness of both the Illinois ZES and the New York CES, Generation and CENG, through its ownership of Ginna and Nine Mile Point, no longer consider Clinton, Quad Cities, Ginna or Nine Mile Point to be at heightened risk for early retirement. However, to the extent either the Illinois ZES or the New York CES programs do not operate as expected over their full terms, each of these plants could again be at heightened risk for early retirement, which could have a material impact on Exelon’s and Generation’s future financial statements.

In Pennsylvania, the TMI nuclear plant failed to clear in the May 2017 PJM capacity auction for the 2020-2021 planning year, the third consecutive year that TMI failed to clear in the PJM base residual capacity auction and on May 30, 2017, based on these capacity auction results, prolonged periods of low wholesale power prices, and the absence of federal or state policies that place a value on nuclear energy for its ability to produce electricity without air pollution, Exelon announced that Generation will permanently cease generation operations at TMI on or about September 30, 2019. TMI is currently committed to operate through May 2019 and is licensed to operate through 2034. Generation has filed the required market and regulatory notifications to shutdown the plant. PJM has subsequently notified Generation that it has not identified any reliability issues and has approved the deactivation of TMI as proposed.

In 2010, Generation announced that Oyster Creek would retire by the end of 2019 as part of an agreement with the State of New Jersey to avoid significant costs associated with the construction of cooling towers to meet the State's then new environmental regulations. Since then, like other nuclear sites, Oyster Creek continued to face rising operating costs amid a historically low wholesale power price environment. On February 2, 2018, Exelon announced that Generation will permanently cease generation operations at the Oyster Creek nuclear plant at the end of its current operating cycle and permanently ceased generation operations in September 2018.

As a result of these early nuclear plant retirement decisions, Exelon and Generation recognized one-time charges in Operating and maintenance expense related to materials and supplies inventory reserve adjustments, employee-related costs and CWIP impairments, among other items. In addition to these one-time charges, annual incremental non-cash charges to earnings stemming from shortening the expected economic useful lives primarily related to accelerated depreciation of plant assets (including any ARC), accelerated amortization of nuclear fuel, and additional ARO accretion expense associated with the changes in decommissioning timing and cost assumptions were also recorded. See Note 15 — Asset Retirement Obligations for additional information on changes to the nuclear decommissioning ARO balance. The total annual impact of these charges by year are summarized in the table below.



Income statement expense (pre-tax)	2018^(a)		2017^(b)		2016^(c)
Depreciation and Amortization
Accelerated depreciation^(d)	$	539	$	250	$	712
Accelerated nuclear fuel amortization	57		12		60
Operating and Maintenance
One-time charges^(e,f)	32		77		26
Change in ARO accretion, net of any contractual offset^(g)	—		—		2
Contractual offset for ARC depreciation^(g)	—		—		(86		)
Total	$	628	$	339	$	714

_________


(a)	Reflects incremental accelerated depreciation for TMI and Oyster Creek. The Oyster Creek year-to-date amounts are from February 2, 2018 through September 17, 2018.


(b)	Reflects incremental charges for TMI including incremental accelerated depreciation and amortization from May 30, 2017 through December 31, 2017.

(c)

Reflects incremental charges for Clinton and Quad Cities including incremental accelerated depreciation and amortization from June 2, 2016 through December 6, 2016. In December 2016, as a result of reversing its retirement decision for Clinton and Quad Cities, Exelon and Generation updated the expected economic useful life for both facilities, to 2027 for Clinton, commensurate with the end of the Illinois ZES, and to 2032 for Quad Cities, the end of its current operating license. Depreciation was therefore adjusted beginning December 7, 2016, to reflect these extended useful life estimates.


(d)	Reflects incremental accelerated depreciation of plant assets, including any ARC.


(e)	Primarily includes materials and supplies inventory reserve adjustments, employee related costs and CWIP impairments. Excludes the charge to Operating and maintenance expense from the ARO remeasurement due to the announced sale of Oyster Creek. See Note 5 — Mergers, Acquisitions and Dispositions for additional information.


(f)	In June 2016, as a result of the retirement decision for Clinton and Quad Cities, Exelon and Generation recognized one-time charges of $146 million. In December 2016, as a result of reversing its retirement decision for Clinton and Quad Cities, Exelon and Generation reversed approximately $120 million of these one-time charges initially recorded in June 2016.

(g)

For Quad Cities based on the regulatory agreement with the ICC, decommissioning-related activities are offset within Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income. The offset results in an equal adjustment to the noncurrent payables to ComEd at Generation and an adjustment to the regulatory liabilities at ComEd. Likewise, ComEd has recorded an equal noncurrent affiliate receivable from Generation and corresponding regulatory liability.

In 2017, PSEG made public similar financial challenges facing its New Jersey nuclear plants, including Salem, of which Generation owns a 42.59% ownership interest. PSEG is the operator of Salem and also has the decision making authority to retire Salem.

On May 23, 2018, New Jersey enacted legislation that established a ZEC program, similar to that in Illinois and New York, that will provide compensation for nuclear plants that demonstrate to the NJBPU that they meet certain requirements, including that they make a significant contribution to air quality in the state and that their revenues are insufficient to cover their costs and risks. The NJBPU must complete its processes for determining eligibility for, and participation in, the ZEC program by April 18, 2019. On December 19, 2018, PSEG submitted its application for Salem. Assuming the successful implementation of the New Jersey ZEC program and the selection of Salem as one of the qualifying facilities, the New Jersey ZEC program has the potential to mitigate the heightened risk of earlier retirement for Salem. See Note 4 - Regulatory Matters for additional information.

The following table provides the balance sheet amounts as of December 31, 2018 for Generation’s ownership share of the significant assets and liabilities associated with Salem that would potentially be impacted by a decision to permanently cease generation operations.



	December 31, 2018
Asset Balances
Materials and supplies inventory	$	45
Nuclear fuel inventory, net	118
Completed plant, net	538
Construction work in progress	44
Liability Balances
Asset retirement obligation	(395		)

NRC License Renewal Term	2036 (unit 1)
	2040 (unit 2)

Generation’s Dresden, Byron, and Braidwood nuclear plants in Illinois are also showing increased signs of economic distress, which could lead to an early retirement, in a market that does not currently compensate them for their unique contribution to grid resiliency and their ability to produce large amounts of energy without carbon and air pollution. The May 2018 PJM capacity auction for the 2021-2022 planning year resulted in the largest volume of nuclear capacity ever not selected in the auction, including all of Dresden, and portions of Byron and Braidwood. Exelon continues to work with stakeholders on state policy solutions, while also advocating for broader market reforms at the regional and federal level.

Other Generation

On March 29, 2018, Generation notified grid operator ISO-NE of its plans to early retire its Mystic Generating Station assets absent regulatory reforms on June 1, 2022, at the end of the current capacity commitment for Mystic Units 7 and 8. Mystic Unit 9 is currently committed through May 2021.

The ISO-NE announced that it would take a three-step approach to fuel security.

•

First, on May 1, 2018, ISO-NE made a filing with FERC requesting waiver of certain tariff provisions to allow it to retain Mystic Units 8 and 9 for fuel security for the 2022 - 2024 capacity commitment periods. FERC denied the waiver request on procedural grounds on July 2, 2018 and ordered ISO-NE to (i) make a filing within 60 days providing for the filing of a short-term cost-of-service agreement to address fuel security concerns and (ii) make a filing by July 1, 2019 proposing permanent tariff revisions that would improve its market design to better address regional fuel security concerns.


•	Second, in accordance with FERC's July 2, 2018 order, on August 31, 2018, ISO-NE made a filing with FERC proposing short-term tariff changes to permit it to retain a resource for fuel security reliability reasons, which FERC accepted on December 3, 2018.

•

Third, ISO-NE stated its intention to work with stakeholders to develop long-term market rule changes to address system resiliency considering significant reliability risks identified in ISO-NE’s January 2018 fuel security report. Changes to market rules are necessary because critical units to the region, such as Mystic Units 8 and 9, cannot recover future operating costs, including the cost of procuring fuel. In its July 2, 2018 order, FERC ordered ISO-NE to make a filing by July 1, 2019 proposing permanent tariff revisions that would improve its market design to better address regional fuel security concerns. In January 2019, ISO-NE has indicated that it intends to seek an extension of the deadline for this filing to November 15, 2019.

On May 16, 2018, Generation made a filing with FERC to establish cost-of-service compensation and terms and conditions of service for Mystic Units 8 and 9 for the period between June 1, 2022 - May 31, 2024. Among the costs included in the filing are costs associated with the Everett Marine Terminal. On December 20, 2018, FERC issued an order accepting the cost of service agreement reflecting a number of adjustments to the annual fixed revenue requirement and allowing for recovery of a substantial portion of the costs associated with the Everett Marine Terminal. FERC also directed a paper hearing on ROE using a new methodology. Initial and reply briefs on ROE will be due on April 18, 2019 and July 18, 2019. These will be reflected in a compliance filing due February 18, 2019. On January 4, 2019, Generation notified ISO-NE that it will participate in the Forward Capacity Market auction for the 2022 - 2023 capacity commitment period. In addition, on January 22, 2019, Exelon and several other parties filed requests for rehearing of certain findings of the December 20, 2018 order. The request for rehearing does not alter Generation's commitment to participate in the Forward Capacity Auction for the 2022-2023 capacity commitment period.

The following table provides the balance sheet amounts as of December 31, 2018 for Generation’s significant assets and liabilities associated with the Mystic Units 8 and 9 and Everett Marine Terminal assets that would potentially be impacted by a decision to permanently cease generation operations.



	December 31, 2018
Asset Balances
Materials and supplies inventory	$	30
Fuel inventory	20
Completed plant, net	901
Construction work in progress	9
Liability Balances
Asset retirement obligation	(1		)

To ensure the continued reliable supply of fuel to Mystic Units 8 and 9 while they remain operating, on October 1, 2018, Generation acquired the Everett Marine Terminal in Massachusetts for a purchase price of $81 million, with the majority of the fair value allocated to Property, plant and equipment and no goodwill recorded. Generation also settled its existing long-term gas supply agreement, resulting in a pre-tax gain of $75 million, which is included within Purchased power and fuel expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

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Exelon Corp, et al. – ‘10-K’ for 12/31/18 – ‘R15’

On: Friday, 2/8/19, at 3:11pm ET · For: 12/31/18 · Accession #: 1628280-19-1107 · File #s: 0-16844, 1-01072, 1-01405, 1-01839, 1-01910, 1-03559, 1-16169, 1-31403, 333-85496

Previous ‘10-K’: ‘10-K’ on 2/9/18 for 12/31/17 · Next: ‘10-K’ on 2/11/20 for 12/31/19 · Latest: ‘10-K’ on 2/21/24 for 12/31/23 · 6 References:

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘R15’ — Early Plant Retirements Early Plant Retirements (Exelon, Generation)

This is an IDEA Financial Report. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

6 Subsequent Filings that Reference this Filing

Exelon Corp, et al. – ‘10-K’ for 12/31/18 – ‘R15’

On: Friday, 2/8/19, at 3:11pm ET · For: 12/31/18 · Accession #: 1628280-19-1107 · File #s: 0-16844, 1-01072, 1-01405, 1-01839, 1-01910, 1-03559, 1-16169, 1-31403, 333-85496

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘R15’ — Early Plant Retirements Early Plant Retirements (Exelon, Generation)

This is an IDEA Financial Report. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

6 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents