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Debt
9 Months Ended
Sep. 30, 2011
Debt

(9) DEBT

Credit Facilities

On August 1, 2011, PHI, Pepco, DPL and ACE entered into an amendment and restatement of their $1.5 billion credit facility to extend the expiration date of the facility to August 1, 2016, and to make various other changes. As amended and restated, all or any portion of the facility may be used to obtain revolving loans and up to $500 million may be used to obtain letters of credit. PHI's credit sublimit under the facility is $750 million and the sublimit of each of Pepco, DPL and ACE is $250 million. The borrowers may increase or decrease their respective sublimits during the term of the facility, except that (i) the sum of all of the borrower sublimits following any such increase or decrease must equal the total amount of the facility and (ii) the aggregate amount of credit used at any given time by (a) PHI may not exceed $1.25 billion and (b) each of Pepco, DPL or ACE may not exceed the lesser of $500 million and the maximum amount of short-term debt the company is permitted to have outstanding by its regulatory authorities. The total number of sublimit reallocations cannot exceed eight per fiscal year during the term of the agreement.

The interest rate payable by each company on utilized funds is, at the borrowing company's election, (i) the greater of the prevailing prime rate, the federal funds effective rate plus 0.5% and one month LIBOR plus 1.0%, or (ii) the prevailing Eurodollar rate, plus a margin that varies according to the credit rating of the borrower. The facility also includes a "swingline loan sub-facility," pursuant to which each company may make same day borrowings in an aggregate amount not to exceed 10% of the total amount of the facility. Any swingline loan must be repaid by the borrower within fourteen days of receipt thereof. All indebtedness incurred under the facility is unsecured.

There are no rating triggers associated with the credit facility. As of September 30, 2011, each borrower was in compliance with the covenants applicable to it under the credit facility.

Additionally, PHI had two bi-lateral 364-day unsecured credit agreements totaling $200 million, each of which expired according to its terms on October 26, 2011. Under each of those credit agreements, PHI had access to revolving and floating rate loans over the terms of the agreements. These facilities were established to provide additional liquidity and collateral support for Pepco Energy Services' retail energy supply business. Based on the progress made toward winding down the retail energy supply business, the level of liquidity and collateral needed to support this business has decreased. As a result, PHI concluded that these credit agreements were no longer needed.

At September 30, 2011 and December 31, 2010, the amount of cash plus unused borrowing capacity under the credit facilities available to meet the future liquidity needs of PHI and its utility subsidiaries on a consolidated basis totaled $1.4 billion and $1.2 billion, respectively. PHI's utility subsidiaries had combined cash and unused borrowing capacity under the $1.5 billion credit facility of $831 million and $462 million at September 30, 2011 and December 31, 2010, respectively.

Other Financing Activities

In July 2011, ACE Funding made principal payments of $6 million on its Series 2002-1 Bonds, Class A-3, and $2 million on its Series 2003-1 Bonds, Class A-2.

 

Loss on Extinguishment of Debt

In July 2010, PHI purchased, pursuant to a cash tender offer, $640 million in principal amount of its 6.45% Senior Notes due 2012 (6.45% Notes), redeemed the remaining $110 million of outstanding 6.45% Notes, and purchased, pursuant to a cash tender offer, $129 million of its 6.125% Senior Notes due 2017 (6.125% Notes) and $65 million of 7.45% Senior Notes due 2032 (7.45% Notes). The purchases of the 6.45% Notes, 6.125% Notes and the 7.45% Notes were funded using the proceeds realized by PHI from the sale of Conectiv Energy's wholesale power generation business. In connection with these transactions, PHI recorded a pre-tax loss on extinguishment of debt of $120 million in the third quarter of 2010.

In connection with the purchases of the 6.45% Notes and the 7.45% Notes, PHI accelerated the recognition of $15 million of pre-tax hedging losses attributable to the issuance of the 6.45% Notes and 7.45% Notes by reclassifying these hedging losses from AOCL to the income statement in the third quarter of 2010. These hedging losses originally arose when PHI entered into several treasury rate lock transactions in June 2002 to hedge changes in interest rates related to the anticipated issuance in August 2002 of several series of senior notes, including the 6.45% Notes and the 7.45% Notes. Upon issuance of the fixed rate debt in August 2002, the rate locks were terminated at a loss that has been deferred in AOCL and is being recognized in income over the life of the debt issued as interest payments on the debt are made. The accelerated recognition of these losses has also been included as a component of pre-tax loss on extinguishment of debt.

Financing Activities Subsequent to September 30, 2011

In October 2011, ACE Funding made principal payments of $8 million on its Series 2002-1 Bonds, Class A-3, and $3 million on its Series 2003-1 Bonds, Class A-2.

Collateral Requirements of Pepco Energy Services

In the ordinary course of its retail energy supply business which is in the process of winding down, Pepco Energy Services enters into various contracts to buy and sell electricity, fuels and related products, including derivative instruments, designed to reduce its financial exposure to changes in the value of its assets and obligations due to energy price fluctuations. These contracts typically have collateral requirements. Depending on the contract terms, the collateral required to be posted by Pepco Energy Services can be of varying forms, including cash and letters of credit.

During periods of declining energy prices, Pepco Energy Services has been exposed to the asymmetrical risk of having to post collateral under its wholesale purchase contracts without receiving a corresponding amount of collateral from its retail customers. To partially address these asymmetrical collateral obligations, Pepco Energy Services, in the first quarter of 2009, entered into a credit intermediation arrangement with Morgan Stanley Capital Group, Inc. (MSCG). Under this arrangement, MSCG, in consideration for the payment to MSCG of certain fees, (i) assumed, by novation, the electricity purchase obligations of Pepco Energy Services in years 2009 through 2011 under several wholesale purchase contracts, and (ii) agreed to supply electricity to Pepco Energy Services on the same terms as the novated transactions, but without imposing on Pepco Energy Services any obligation to post collateral based on changes in electricity prices. The upfront fees incurred by Pepco Energy Services in 2009 in the amount of $25 million are being amortized into expense in declining amounts over the life of the arrangement based on the fair value of the underlying contracts at the time of the novation. For the three months ended September 30, 2011 and 2010, Pepco Energy Services recognized less than $1 million and approximately $1 million, respectively, of the fees in "Interest expense." For the nine months ended September 30, 2011 and 2010, Pepco Energy Services recognized approximately $1 million and $6 million, respectively, of the fees in "Interest expense."

 

As of September 30, 2011, Pepco Energy Services had posted net cash collateral of $116 million and provided letters of credit of $1 million. At December 31, 2010, Pepco Energy Services had posted net cash collateral of $117 million and provided letters of credit of $113 million. As its retail energy supply business is wound down, Pepco Energy Services' collateral requirements will be further reduced.

At September 30, 2011 and December 31, 2010, the aggregate amount of cash plus unused borrowing capacity under the credit facilities available to meet the combined future liquidity needs of Pepco Energy Services totaled $547 million and $728 million, respectively.

Potomac Electric Power Co [Member]
 
Debt

(7) DEBT

Credit Facility

On August 1, 2011, PHI, Pepco, Delmarva Power & Light Company (DPL) and Atlantic City Electric Company (ACE) entered into an amendment and restatement of their $1.5 billion credit facility to extend the expiration date of the facility to August 1, 2016, and to make various other changes. As amended and restated, all or any portion of the facility may be used to obtain revolving loans and up to $500 million may be used to obtain letters of credit. PHI's credit sublimit under the facility is $750 million and the sublimit of each of Pepco, DPL and ACE is $250 million. The borrowers may increase or decrease their respective sublimits during the term of the facility, except that (i) the sum of all of the borrower sublimits following any such increase or decrease must equal the total amount of the facility and (ii) the aggregate amount of credit used at any given time by (a) PHI may not exceed $1.25 billion and (b) each of Pepco, DPL or ACE may not exceed the lesser of $500 million and the maximum amount of short-term debt the company is permitted to have outstanding by its regulatory authorities. The total number of sublimit reallocations cannot exceed eight per fiscal year during the term of the agreement.

The interest rate payable by each company on utilized funds is, at the borrowing company's election, (i) the greater of the prevailing prime rate, the federal funds effective rate plus 0.5% and one month LIBOR plus 1.0%, or (ii) the prevailing Eurodollar rate, plus a margin that varies according to the credit rating of the borrower. The facility also includes a "swingline loan sub-facility," pursuant to which each company may make same day borrowings in an aggregate amount not to exceed 10% of the total amount of the facility. Any swingline loan must be repaid by the borrower within fourteen days of receipt thereof. All indebtedness incurred under the facility is unsecured.

At September 30, 2011 and December 31, 2010, the aggregate amount of cash plus unused borrowing capacity under the $1.5 billion credit facility available to meet the future liquidity needs of PHI's utility subsidiaries was $831 million and $462 million, respectively.

Delmarva Power & Light Co/De [Member]
 
Debt

(8) DEBT

Credit Facility

On August 1, 2011, PHI, Potomac Electric Power Company (Pepco), DPL and Atlantic City Electric Company (ACE) entered into an amendment and restatement of their $1.5 billion credit facility to extend the expiration date of the facility to August 1, 2016, and to make various other changes. As amended and restated, all or any portion of the facility may be used to obtain revolving loans and up to $500 million may be used to obtain letters of credit. PHI's credit sublimit under the facility is $750 million and the sublimit of each of Pepco, DPL and ACE is $250 million. The borrowers may increase or decrease their respective sublimits during the term of the facility, except that (i) the sum of all of the borrower sublimits following any such increase or decrease must equal the total amount of the facility and (ii) the aggregate amount of credit used at any given time by (a) PHI may not exceed $1.25 billion and (b) each of Pepco, DPL or ACE may not exceed the lesser of $500 million and the maximum amount of short-term debt the company is permitted to have outstanding by its regulatory authorities. The total number of sublimit reallocations cannot exceed eight per fiscal year during the term of the agreement.

The interest rate payable by each company on utilized funds is, at the borrowing company's election, (i) the greater of the prevailing prime rate, the federal funds effective rate plus 0.5% and one month LIBOR plus 1.0%, or (ii) the prevailing Eurodollar rate, plus a margin that varies according to the credit rating of the borrower. The facility also includes a "swingline loan sub-facility," pursuant to which each company may make same day borrowings in an aggregate amount not to exceed 10% of the total amount of the facility. Any swingline loan must be repaid by the borrower within fourteen days of receipt thereof. All indebtedness incurred under the facility is unsecured.

 

At September 30, 2011 and December 31, 2010, the aggregate amount of cash plus unused borrowing capacity under the $1.5 billion credit facility available to meet the future liquidity needs of PHI's utility subsidiaries was $831 million and $462 million, respectively.

Atlantic City Electric Co [Member]
 
Debt

(7) DEBT

Credit Facility

On August 1, 2011, PHI, Potomac Electric Power Company (Pepco), Delmarva Power & Light Company (DPL) and ACE entered into an amendment and restatement of their $1.5 billion credit facility to extend the expiration date to August 1, 2016, and to make various other changes. As amended and restated, all or any portion of the facility may be used to obtain revolving loans and up to $500 million may be used to obtain letters of credit. PHI's credit sublimit under the facility is $750 million and the sublimit of each of Pepco, DPL and ACE is $250 million. The borrowers may increase or decrease their respective sublimits during the term of the facility, except that (i) the sum of all of the borrower sublimits following any such increase or decrease must equal the total amount of the facility and (ii) the aggregate amount of credit used at any given time by (a) PHI may not exceed $1.25 billion and (b) each of Pepco, DPL or ACE may not exceed the lesser of $500 million and the maximum amount of short-term debt the company is permitted to have outstanding by its regulatory authorities. The total number of sublimit reallocations cannot exceed eight per fiscal year during the term of the agreement.

The interest rate payable by each company on utilized funds is, at the borrowing company's election, (i) the greater of the prevailing prime rate, the federal funds effective rate plus 0.5% and one month LIBOR plus 1.0%, or (ii) the prevailing Eurodollar rate, plus a margin that varies according to the credit rating of the borrower. The facility also includes a "swingline loan sub-facility," pursuant to which each company may make same day borrowings in an aggregate amount not to exceed 10% of the total amount of the facility. Any swingline loan must be repaid by the borrower within fourteen days of receipt thereof. All indebtedness incurred under the facility is unsecured.

At September 30, 2011 and December 31, 2010, the aggregate amount of cash plus unused borrowing capacity under the $1.5 billion credit facility available to meet the future liquidity needs of PHI's utility subsidiaries was $831 million and $462 million, respectively.

Financing Activities

In July 2011, ACE Funding made principal payments of $6 million on its Series 2002-1 Bonds, Class A-3, and $2 million on its Series 2003-1 Bonds, Class A-2.

Financing Activities Subsequent to September 30, 2011

In October 2011, ACE Funding made principal payments of $8 million on its Series 2002-1 Bonds, Class A-3, and $3 million on its Series 2003-1 Bonds, Class A-2.