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Debt
6 Months Ended
Jun. 30, 2011
Debt

(9) DEBT

Credit Facilities

The principal credit source for PHI and its utility subsidiaries is an unsecured $1.5 billion syndicated credit facility, which can be used to borrow funds, obtain letters of credit and support the issuance of commercial paper. As of June 30, 2011, PHI's credit limit under the facility was $875 million and the credit limit for each of Pepco, DPL and ACE was the lesser of $500 million and the maximum amount of debt each company was permitted to have outstanding by its regulatory authorities, except that the aggregate amount of credit used by Pepco, DPL and ACE collectively, at any given time, could not exceed $625 million. On August 1, 2011, PHI, Pepco, DPL and ACE entered into an amendment and restatement of the credit agreement with respect to the facility, which among other changes extends the expiration date of the facility from May 2, 2012, to August 1, 2016. The facility, as amended and restated is more fully described below under the heading "Financing Activities Subsequent to June 30, 2011." PHI also has two bi-lateral 364 day unsecured credit agreements totaling $200 million. Under each of the credit agreements, PHI has access to revolving and floating rate loans over the terms of the agreements. Neither agreement provides for the issuance of letters of credit. Both agreements expire on October 26, 2011.

The absence of a material adverse change in PHI's business, property and results of operations or financial condition is not a condition to the availability of credit under the $1.5 billion credit facility or either of the bi-lateral credit agreements. Neither the credit facility nor the bi-lateral credit agreements include any rating triggers.

The $1.5 billion credit facility and the two bi-lateral credit agreements are referred to herein collectively as PHI's "primary credit facilities." As of June 30, 2011, each borrower was in compliance with its covenants under the primary credit facilities to which it is a party.

At June 30, 2011 and December 31, 2010, the amount of cash plus unused borrowing capacity under the primary 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 $595 million and $462 million at June 30, 2011 and December 31, 2010, respectively.

Financing Activities

In April 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.

On April 5, 2011, ACE issued $200 million of 4.35% first mortgage bonds due April 1, 2021. The net proceeds were used to repay short-term debt and for general corporate purposes.

 

On June 1, 2011, DPL resold approximately $35 million of 0.75% Delaware Economic Development Authority tax-exempt bonds due May 1, 2026. The bonds were originally issued for the benefit of DPL in 2001 and were purchased by DPL on May 2, 2011 pursuant to a mandatory repurchase obligation triggered by the expiration of the original interest period for the bonds. The bonds are subject to mandatory purchase by DPL on June 1, 2012.

Financing Activities Subsequent to June 30, 2011

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

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 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.

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 June 30, 2011 and 2010, Pepco Energy Services recognized less than $1 million and approximately $3 million, respectively, of the fees in "Interest expense." For the six months ended June 30, 2011 and 2010, Pepco Energy Services recognized less than $1 million and approximately $5 million, respectively, of the fees in "Interest expense."

 

As of June 30, 2011, Pepco Energy Services had posted net cash collateral of $76 million and provided letters of credit of $62 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 June 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 $827 million and $728 million, respectively.

Potomac Electric Power Co [Member]
 
Debt

(7) DEBT

Credit Facility

The principal credit source for PHI and its utility subsidiaries is an unsecured $1.5 billion syndicated credit facility, which can be used to borrow funds, obtain letters of credit and support the issuance of commercial paper. As of June 30, 2011, PHI's credit limit under the facility was $875 million and the credit limit for each of Pepco, Delmarva Power & Light Company (DPL) and Atlantic City Electric Company (ACE) was the lesser of $500 million and the maximum amount of debt each company was permitted to have outstanding by its regulatory authorities, except that the aggregate amount of credit used by Pepco, DPL and ACE collectively, at any given time, could not exceed $625 million. On August 1, 2011, PHI, Pepco, DPL and ACE entered into an amendment and restatement of the credit agreement with respect to the facility, which among other changes extends the expiration date of the facility from May 2, 2012, to August 1, 2016. The facility, as amended and restated is more fully described below under the heading "Financing Activities Subsequent to June 30, 2011." PHI also has two bi-lateral 364 day unsecured credit agreements totaling $200 million. Under each of the credit agreements, PHI has access to revolving and floating rate loans over the terms of the agreements. Neither agreement provides for the issuance of letters of credit. Both agreements expire on October 26, 2011.

At June 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 $595 million and $462 million, respectively.

Financing Activities Subsequent to June 30, 2011

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 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.

Delmarva Power & Light Co/De [Member]
 
Debt

(8) DEBT

Credit Facility

The principal credit source for PHI and its utility subsidiaries is an unsecured $1.5 billion syndicated credit facility, which can be used to borrow funds, obtain letters of credit and support the issuance of commercial paper. As of June 30, 2011, PHI's credit limit under the facility was $875 million and the credit limit for each of Potomac Electric Power Company (Pepco), DPL and Atlantic City Electric Company (ACE) was the lesser of $500 million and the maximum amount of debt each company was permitted to have outstanding by its regulatory authorities, except that the aggregate amount of credit used by Pepco, DPL and ACE collectively, at any given time, could not exceed $625 million. On August 1, 2011, PHI, Pepco, DPL and ACE entered into an amendment and restatement of the credit agreement with respect to the facility, which among other changes extends the expiration date of the facility from May 2, 2012, to August 1, 2016. The facility, as amended and restated is more fully described below under the heading "Financing Activities Subsequent to June 30, 2011." PHI also has two bi-lateral 364 day unsecured credit agreements totaling $200 million. Under each of the credit agreements, PHI has access to revolving and floating rate loans over the terms of the agreements. Neither agreement provides for the issuance of letters of credit. Both agreements expire on October 26, 2011.

At June 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 $595 million and $462 million, respectively.

Financing Activities

On June 1, 2011, DPL resold approximately $35 million of 0.75% Delaware Economic Development Authority tax-exempt bonds due May 1, 2026. The bonds were originally issued for the benefit of DPL in 2001 and were purchased by DPL on May 2, 2011 pursuant to a mandatory repurchase obligation triggered by the expiration of the original interest period for the bonds. The bonds are subject to mandatory purchase by DPL on June 1, 2012.

Financing Activities Subsequent to June 30, 2011

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 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.

Atlantic City Electric Co [Member]
 
Debt

(7) DEBT

Credit Facility

The principal credit source for PHI and its utility subsidiaries is an unsecured $1.5 billion syndicated credit facility, which can be used to borrow funds, obtain letters of credit and support the issuance of commercial paper. As of June 30, 2011, PHI's credit limit under the facility was $875 million and the credit limit for each of Potomac Electric Power Company (Pepco), Delmarva Power & Light Company (DPL) and ACE was the lesser of $500 million and the maximum amount of debt each company was permitted to have outstanding by its regulatory authorities, except that the aggregate amount of credit used by Pepco, DPL and ACE collectively, at any given time, could not exceed $625 million. On August 1, 2011, PHI, Pepco, DPL and ACE entered into an amendment and restatement of the credit agreement with respect to the facility, which among other changes extends the expiration date of the facility from May 2, 2012, to August 1, 2016. The facility, as amended and restated is more fully described below under the heading "Financing Activities Subsequent to June 30, 2011." PHI also has two bi-lateral 364 day unsecured credit agreements totaling $200 million. Under each of the credit agreements, PHI has access to revolving and floating rate loans over the terms of the agreements. Neither agreement provides for the issuance of letters of credit. Both agreements expire on October 26, 2011.

At June 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 $595 million and $462 million, respectively.

 

Financing Activities

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

On April 5, 2011, ACE issued $200 million of 4.35% first mortgage bonds due April 1, 2021. The net proceeds were used to repay short-term debt and for general corporate purposes.

Financing Activities Subsequent to June 30, 2011

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.

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 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.