Debt and Credit Agreements (All Registrants)

Short-Term Borrowings

Exelon, ComEd, and BGE meet their short-term liquidity requirements primarily through the issuance of commercial paper. Generation and PECO meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the Exelon intercompany money pool. PHI meets its short-term liquidity requirement primarily through the issuance of short-term notes and the Exelon intercompany money pool. Pepco, DPL and ACE meet their short-term liquidity requirements primarily through the issuance of commercial paper and short-term notes. The Registrants may use their respective credit facilities for general corporate purposes, including meeting short-term funding requirements and the issuance of letters of credit.

Commercial Paper

The following table reflects the Registrants' commercial paper programs supported by the revolving credit agreements and bilateral credit agreements at December 31, 2016 and December 31, 2015:



	Maximum Program Size at December 31,				Outstanding Commercial Paper at December 31,				Average Interest Rate on Commercial Paper Borrowings for the Year Ended December 31,
Commercial Paper Issuer	2016 (a)(b)		2015 (a)(b)		2016		2015		2016		2015
Exelon Corporate	$	600	$	500	$	—	$	—	0.70	%	n.a.
Generation	5,300		5,450		620		—		0.94	%	0.49	%
ComEd	1,000		1,000		—		294		0.77	%	0.53	%
PECO	600		600		—		—		n.a		n.a.
BGE	600		600		45		210		0.77	%	0.48	%
PHI Corporate	—		875		—		484		1.03	%	0.80	%
Pepco	500		500		23		64		0.71	%	0.44	%
DPL	500		500		—		105		0.68	%	0.47	%
ACE	350		350		—		5		0.65	%	0.46	%
Total	$	9,450	$	10,375	$	688	$	1,162

_____________________


(a)	Excludes $500 million and $275 million in bilateral credit facilities that do not back Generation's commercial paper program at December 31, 2016 and 2015, respectively.

(b)

Excludes additional credit facility agreements for Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $50 million, $34 million, $34 million, $5 million, $2 million, $2 million and $2 million, respectively, arranged with minority and community banks located primarily within utilities' service territories. These facilities expire on October 13, 2017. These facilities are solely utilized to issue letters of credit. As of December 31, 2016, letters of credit issued under these facilities totaled $7 million, $12 million, $21 million and $2 million for Generation, ComEd, PECO and BGE, respectively.

In order to maintain their respective commercial paper programs in the amounts indicated above, each Registrant must have credit facilities in place, at least equal to the amount of its commercial paper program. While the amount of outstanding commercial paper does not reduce available capacity under a Registrant’s credit facility, a Registrant does not issue commercial paper in an aggregate amount exceeding the then available capacity under its credit facility.

At December 31, 2016, the Registrants had the following aggregate bank commitments, credit facility borrowings and available capacity under their respective credit facilities:



								Available Capacity at December 31, 2016
Borrower	Facility Type	Aggregate Bank Commitment ^(a)(b)		Facility Draws		Outstanding Letters of Credit^(c)		Actual		To Support Additional Commercial Paper ^(d)
Exelon Corporate	Syndicated Revolver	$	600	$	—	$	29	$	571	$	571
Generation	Syndicated Revolver	5,300		—		1,170		4,130		3,510
Generation	Bilaterals	500		75		306		119		—
ComEd	Syndicated Revolver	1,000		—		2		998		998
PECO	Syndicated Revolver	600		—		2		598		598
BGE	Syndicated Revolver	600		—		—		600		555
Pepco	Syndicated Revolver	300		—		—		300		277
DPL	Syndicated Revolver	300		—		—		300		300
ACE	Syndicated Revolver	300		—		1		299		299
Total		$	9,500	$	75	$	1,510	$	7,915	$	7,108

_______________________

(a)

Excludes additional credit facility agreements for Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $50 million, $34 million, $34 million ,$5 million, $2 million, $2 million and $2 million, respectively, arranged with minority and community banks located primarily within utilities' service territories. These facilities expire on October 13, 2017. These facilities are solely utilized to issue letters of credit. As of December 31, 2016, letters of credit issued under these facilities totaled $7 million, $12 million, $21 million and $2 million for Generation, ComEd, PECO and BGE, respectively.

(b)

Pepco, DPL and ACE's revolving credit facility is subject to available borrowing capacity. The borrowing capacity may be increased or decreased during the term of the facility, except that (i) the sum of the borrowing capacity must equal the total amount of the facility, and (ii) the aggregate amount of credit used at any given time by each of Pepco, DPL or ACE may not exceed $900 million or the maximum amount of short-term debt the company is permitted to have outstanding by its regulatory authorities. The total number of the borrowing reallocations may not exceed eight per year during the term of the facility.


(c)	Excludes nonrecourse debt letters of credit, see discussion below on Continental Wind.


(d)	Excludes $500 million in bilateral credit facilities that do not back Generation’s commercial paper program.

As of December 31, 2016, there was $75 million of borrowings under Generation's bilateral credit facilities.

The following tables present the short-term borrowings activity for Exelon, Generation, ComEd, BGE, PHI, Pepco, DPL and ACE during 2016, 2015 and 2014. PECO did not have any short-term borrowings during 2016, 2015 or 2014.



Exelon
	2016			2015			2014
Average borrowings	$	1,125		$	499		$	571
Maximum borrowings outstanding	3,076			739			1,164
Average interest rates, computed on a daily basis	0.88		%	0.53		%	0.32		%
Average interest rates, at December 31	1.12		%	0.88		%	0.53		%
Generation
	2016			2015			2014
Average borrowings	$	536		$	1		$	93
Maximum borrowings outstanding	1,735			50			552
Average interest rates, computed on a daily basis	0.94		%	0.49		%	0.32		%
Average interest rates, at December 31	1.14		%	n.a.			n.a.



ComEd
	2016			2015			2014
Average borrowings	$	256		$	461		$	415
Maximum borrowings outstanding	755			684			597
Average interest rates, computed on a daily basis	0.77		%	0.53		%	0.33		%
Average interest rates, at December 31	n.a.			0.89		%	0.50		%
BGE
	2016			2015			2014
Average borrowings	$	143		$	37		$	64
Maximum borrowings outstanding	369			210			180
Average interest rates, computed on a daily basis	0.77		%	0.48		%	0.29		%
Average interest rates, computed at December 31	0.95		%	0.87		%	0.61		%
PHI
	Successor			Predecessor
	2016			2015			2014
Average borrowings	$	153		$	444		$	153
Maximum borrowings outstanding	559			784			369
Average interest rates, computed on a daily basis	1.03		%	0.90		%	0.56		%
Average interest rates, computed at December 31	n.a.			1.22		%	0.78		%
Pepco
	2016			2015			2014
Average borrowings	$	4		$	34		$	37
Maximum borrowings outstanding	73			190			209



Average interest rates, computed on a daily basis	0.71		%	0.44		%	0.28		%
Average interest rates, computed at December 31	0.90		%	0.68		%	0.46		%
DPL
	2016			2015			2014
Average borrowings	$	33		$	81		$	69
Maximum borrowings outstanding	116			179			177
Average interest rates, computed on a daily basis	0.68		%	0.47		%	0.26		%
Average interest rates, computed at December 31	n.a.			0.79		%	0.42		%
ACE
	2016			2015			2014
Average borrowings	$	—		$	175		$	112
Maximum borrowings outstanding	5			253			259
Average interest rates, computed on a daily basis	0.65		%	0.46		%	0.27		%
Average interest rates, computed at December 31	n.a.			0.65		%	0.52		%

Short-Term Loan Agreements

On July 30, 2015, PHI entered into a $300 million term loan agreement. The net proceeds of the loan were used to repay PHI's outstanding commercial paper and for general corporate purposes. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.95%, and all indebtedness thereunder is unsecured. On April 4, 2016, PHI repaid $300 million of its term loan in full.

On January 13, 2016, PHI entered into a $500 million term loan agreement, which was amended on March 28, 2016. The net proceeds of the loan were used to repay PHI's outstanding commercial paper, and for general corporate purposes. Pursuant to the loan agreement, as amended, loans made thereunder bear interest at a variable rate equal to LIBOR plus 1%, and all indebtedness thereunder is unsecured, and the aggregate principal amount of all loans, together with any accrued but unpaid interest due under the Loan Agreement, must be repaid in full on or before March 27, 2017. The loan agreement is reflected in Exelon's and PHI's Consolidated Balance Sheets within Short-term borrowings.

On February 22, 2016, Generation and EDF entered into separate member revolving promissory notes with CENG to finance short-term working capital needs. The notes are scheduled to mature on January 31, 2017 and bear interest at a variable rate equal to LIBOR plus 1.75%. On July 25, 2016, CENG paid off the outstanding balances under each note.

Credit Agreements

On January 5, 2016, Generation entered into a credit agreement establishing a $150 million bilateral credit facility, scheduled to mature in January of 2019. This facility will solely be utilized by Generation to issue lines of credit. This facility does not back Generation's commercial paper program.

On April 1, 2016, the credit agreement for CENG's $100 million bilateral credit facility was amended to increase the overall facility size to $200 million. This facility is utilized by CENG to fund working capital and capital projects. The facility does not back Generation's commercial paper program.

On May 26, 2016, Exelon Corporate, Generation, ComEd, PECO and BGE entered into amendments to each of their respective syndicated revolving credit facilities, which extended the maturity of each of the facilities to May 26, 2021. Exelon Corporate also increased the size of its facility from $500 million to $600 million. On May 26, 2016, PHI, Pepco, DPL and ACE entered into an amendment to their Second Amended and Restated Credit Agreement dated as of August 1, 2011, which (i) extended the maturity date of the facility to May 26, 2021, (ii) removed PHI as a borrower under the facility, (iii) decreased the size of the facility from $1.5 billion to $900 million and (iv) aligned its financial covenant from debt to capitalization leverage ratio to interest coverage ratio.

Borrowings under Exelon Corporate’s, Generation’s, ComEd’s, PECO’s, BGE's, Pepco's, DPL's, and ACE's revolving credit agreements bear interest at a rate based upon either the prime rate or a LIBOR-based rate, plus an adder based upon the particular Registrant’s credit rating. The adders for the prime based borrowings and LIBOR-based borrowings are presented in the following table:



	Exelon	Generation	ComEd	PECO	BGE	Pepco	DPL	ACE
Prime based borrowings	27.5	27.5	7.5	0.0	0.0	7.5	7.5	7.5
LIBOR-based borrowings	127.5	127.5	107.5	90.0	100.0	107.5	107.5	107.5

The maximum adders for prime rate borrowings and LIBOR-based rate borrowings are 90 basis points and 165 basis points, respectively. The credit agreements also require the borrower to pay a facility fee based upon the aggregate commitments. The fee varies depending upon the respective credit ratings of the borrower.

An event of default under any of the Registrants' credit agreements would not constitute an event of default under any of the other Registrants' credit agreements, except that a bankruptcy or other event of default in the payment of principal, premium or indebtedness in principal amount in excess of $100 million in the aggregate by Generation under its credit agreement would constitute an event of default under the Exelon Corporation credit agreement.

Each credit agreement requires the affected borrower to maintain a minimum cash from operations to interest expense ratio for the twelve-month period ended on the last day of any quarter. The ratios exclude revenues and interest expenses attributable to securitization debt, certain changes in working capital, distributions on preferred securities of subsidiaries and, in the case of Exelon and Generation, interest on the debt of its project subsidiaries. The following table summarizes the minimum thresholds reflected in the credit agreements for the year ended December 31, 2016:

Exelon

Generation

ComEd

PECO

BGE

Pepco

DPL

ACE

Credit agreement threshold

2.50 to 1

3.00 to 1

2.00 to 1

At December 31, 2016, the interest coverage ratios at the Registrants were as follows:



	Exelon	Generation	ComEd	PECO	BGE	Pepco	DPL	ACE
Interest coverage ratio	7.03	11.81	6.89	8.77	10.47	6.24	8.42	5.84

Through May 26, 2016, when Pepco, DPL and ACE entered into a new restated credit agreement, as mentioned above, PHI, Pepco, DPL and ACE had maintained an unsecured syndicated credit facility to provide for their respective liquidity needs, including obtaining letters of credit, borrowing for general corporate purposes and supporting their commercial paper programs. The termination date of this credit facility was August 1, 2018.

The aggregate borrowing limit under the amended and restated credit facility was $1.5 billion, all or any portion of which could have been used to obtain loans and up to $500 million of which could have been used to obtain letters of credit. The facility also included a swingline loan sub-facility, pursuant to which each company could have made same day borrowings in an aggregate amount not to exceed 10% of the total amount of the facility. Any swingline loan had to be repaid by the borrower within fourteen days of receipt. The credit sublimit was $750 million for PHI and $250 million for each of Pepco, DPL and ACE. The sublimits could have been increased or decreased by the individual borrower during the term of the facility, except that (i) the sum of all of the borrower sublimits following any such increase or decrease had to equal the total amount of the facility and (ii) the aggregate amount of credit used at any given time by (a) PHI could not exceed $1.25 billion and (b) each of Pepco, DPL or ACE could not exceed the lesser of $500 million and the maximum amount of short-term debt the company was permitted to have outstanding by its regulatory authorities. The total number of the sublimit reallocations could not exceed eight per year during the term of the facility.

The interest rate payable by each company on utilized funds was, at the borrowing company’s election, (i) the greater of the prevailing prime rate, the federal funds effective rate plus 0.5% and the one-month London Interbank Offered Rate (LIBOR) plus 1.0%, or (ii) the prevailing Eurodollar rate, plus a margin that varies according to the credit rating of the borrower.

In order for a borrower to use the facility, certain representations and warranties had to be true and correct, and the borrower had to be in compliance with specified financial and other covenants, including (i) the requirement that each borrowing company maintain a ratio of total indebtedness to total capitalization of 65% or less, computed in accordance with the terms of the credit agreement, which calculation excluded from the definition of total indebtedness certain trust preferred securities and deferrable interest subordinated debt (not to exceed 15% of total capitalization), (ii) with certain exceptions, a restriction on sales or other dispositions of assets, and (iii) a restriction on the incurrence of liens on the assets of a borrower or any of its significant subsidiaries other than permitted liens. The credit agreement contained certain covenants and other customary agreements and requirements that, if not complied with, resulted in an event of default and the acceleration of repayment obligations of one or more of the borrowers thereunder.

The absence of a material adverse change in PHI’s business, property, results of operations or financial condition was not a condition to the availability of credit under the credit agreement. The credit agreement did not include any rating triggers.

Variable Rate Demand Bonds

DPL has outstanding obligations in respect of Variable Rate Demand Bonds (VRDB). VRDBs are subject to repayment on the demand of the holders and, for this reason, are accounted for as short-term debt in accordance with GAAP. However, bonds submitted for purchase are remarketed by a remarketing agent on a best efforts basis. PHI expects that any bonds submitted for purchase will be remarketed successfully due to the creditworthiness of the issuer and, as applicable, the credit support, and because the remarketing resets the interest rate to the then-current market rate. The bonds may be converted to a fixed-rate, fixed-term option to establish a maturity which corresponds to the date of final maturity of the bonds. On this basis, PHI views VRDBs as a source of long-term financing. As of December 31, 2016 and December 31, 2015, $105 million in variable rate demand bonds issued by DPL were outstanding and are included in the Long-term debt due within one year on Exelon's, PHI's and DPL's Consolidated Balance Sheet.

Long-Term Debt

The following tables present the outstanding long-term debt at the Registrants as of December 31, 2016 and 2015:

Exelon



							Maturity Date	December 31,
	Rates						Maturity Date	2016			2015
Long-term debt
Rate stabilization bonds	5.82	%	-	5.82	%		2017	$	41		$	120
First mortgage bonds ^(a)	1.70	%	-	7.90	%		2017 - 2046	14,123			9,019
Senior unsecured notes	1.55	%	-	7.60	%		2017 - 2046	11,868			9,803
Unsecured bonds	2.40	%	-	6.35	%		2021 - 2046	2,300			1,750
Pollution control notes	2.50	%	-	2.70	%		2025 - 2036	435			435
Nuclear fuel procurement contracts	3.15	%	-	3.35	%		2018 - 2020	105			127
Notes payable and other ^(b)(c)	1.43	%	-	7.83	%		2017 - 2053	576			314
Junior subordinated notes				6.50	%		2024	1,150			1,150
Contract payment - junior subordinated notes				2.50	%		2017	19			64
Long-term software licensing agreement				3.95	%		2024	103			111
Unsecured Tax-Exempt Bonds				5.40	%	—	2031	112			—
Medium-Terms Notes (unsecured)	6.81	%	-	7.72	%	—	2017 - 2027	40			—
Transition bonds	5.05	%	-	5.55	%	—	2020 - 2023	124			—
Nonrecourse debt:
Fixed rates	2.29	%	-	6.00	%		2031 - 2037	1,400			1,162
Variable rates	3.18	%	-	5.00	%		2019 - 2021	915			1,058
Total long-term debt								33,311			25,113
Unamortized debt discount and premium, net								(68		)	(63		)
Unamortized debt issuance costs								(200		)	(180		)
Fair value adjustment								962			275
Long-term debt due within one year								(2,430		)	(1,500		)
Long-term debt								$	31,575		$	23,645
Long-term debt to financing trusts ^(d)
Subordinated debentures to ComEd Financing III				6.35	%		2033	$	206		$	206
Subordinated debentures to PECO Trust III				7.38	%		2028	81			81
Subordinated debentures to PECO Trust IV				5.75	%		2033	103			103
Subordinated debentures to BGE Capital Trust II				6.20	%		2043	258			258
Total long-term debt to financing trusts								648			648
Unamortized debt issuance costs								(7		)	(7		)
Long-term debt to financing trusts								$	641		$	641

____________________


(a)	Substantially all of ComEd’s assets other than expressly excepted property and substantially all of PECO’s, Pepco's, DPL's and ACE's assets are subject to the liens of their respective mortgage indentures.


(b)	Includes capital lease obligations of $69 million and $29 million at December 31, 2016 and 2015, respectively. Lease payments of $17 million, $18 million, $20 million, $5 million, $1 million, and $8 million will be made in 2017, 2018, 2019, 2020, 2021 and thereafter, respectively.


(c)	Includes financing related to Albany Green Energy, LLC (AGE), which is a consolidated variable interest entity (see Note 2 - Variable Interest Entities for additional information). The agreement is scheduled to expire on November 17, 2017, at a variable rate equal to LIBOR plus 1.25%. As of December 31, 2016, $198 million was outstanding.


(d)	Amounts owed to these financing trusts are recorded as Long-term debt to financing trusts within Exelon’s Consolidated Balance Sheets.

Generation



						Maturity Date	December 31,
	Rates					Maturity Date	2016			2015
Long-term debt
Senior unsecured notes	2.00	%	-	7.60	%	2017 - 2042	$	5,971		$	5,971
Pollution control notes	2.50	%	-	2.70	%	2025 - 2036	435			435
Nuclear fuel procurement contracts	3.15	%	-	3.35	%	2018 - 2020	105			127
Notes payable and other ^(a)(b)	1.43	%	-	7.83	%	2017 - 2035	382			166
Nonrecourse debt:
Fixed rates	2.29	%	-	6.00	%	2031 - 2037	1,400			1,162
Variable rates	3.18	%	-	5.00	%	2019 - 2021	915			1,058
Total long-term debt							9,208			8,919
Fair value adjustment							115			127
Unamortized debt discount and premium, net							(17		)	(17		)
Unamortized debt issuance costs							(65		)	(70		)
Long-term debt due within one year							(1,117		)	(90		)
Long-term debt							$	8,124		$	8,869

______________________


(a)	Includes Generation’s capital lease obligations of $22 million and $21 million at December 31, 2016 and 2015, respectively. Generation will make lease payments of $5 million, $5 million, $6 million and $5 million and $1 million in 2017, 2018, 2019, 2020 and 2021 respectively. The capital lease matures in 2020.


(b)	Includes financing related to Albany Green Energy, LLC (AGE), which is a consolidated variable interest entity (see Note 2 - Variable Interest Entities for additional information). The agreement is scheduled to expire on November 17, 2017, at a variable rate equal to LIBOR plus 1.25%. As of December 31, 2016, $198 million was outstanding.

ComEd



						Maturity Date	December 31,
	Rates					Maturity Date	2016			2015
Long-term debt
First mortgage bonds ^(a)	2.15	%	-	6.45	%	2017 - 2046	$	6,954		$	6,419
Notes payable and other^(b)	6.95	%	-	7.49	%	2018 - 2053	147			148
Total long-term debt							7,101			6,567
Unamortized debt discount and premium, net							(22		)	(20		)
Unamortized debt issuance costs							(46		)	(38		)
Long-term debt due within one year							(425		)	(665		)
Long-term debt							$	6,608		$	5,844
Long-term debt to financing trust ^(c)
Subordinated debentures to ComEd Financing III				6.35	%	2033	$	206		$	206
Total long-term debt to financing trusts							206			206
Unamortized debt issuance costs							(1		)	(1		)
Long-term debt to financing trusts							$	205		$	205

______________________


(a)	Substantially all of ComEd’s assets other than expressly excepted property are subject to the lien of its mortgage indenture.


(b)	Includes ComEd’s capital lease obligations of $8 million at both December 31, 2016 and 2015, respectively. Lease payments of less than $1 million will be made from 2017 through expiration at 2053.


(c)	Amount owed to this financing trust is recorded as Long-term debt to financing trust within ComEd’s Consolidated Balance Sheets.

PECO



						Maturity Date	December 31,
	Rates					Maturity Date	2016			2015
Long-term debt
First mortgage bonds ^(a)	1.70	%	-	5.95	%	2018 - 2044	$	2,600		$	2,600
Total long-term debt							2,600			2,600
Unamortized debt discount and premium, net							(5		)	(5		)
Unamortized debt issuance costs							(15		)	(15		)
Long-term debt due within one year							—			(300		)
Long-term debt							$	2,580		$	2,280
Long-term debt to financing trusts ^(b)
Subordinated debentures to PECO Trust III				7.38	%	2028	$	81		$	81
Subordinated debentures to PECO Trust IV				5.75	%	2033	103			103
Long-term debt to financing trusts							$	184		$	184

_____________________


(a)	Substantially all of PECO’s assets are subject to the lien of its mortgage indenture.


(b)	Amounts owed to this financing trust are recorded as Long-term debt to financing trusts within PECO’s Consolidated Balance Sheets.

BGE



						Maturity Date	December 31,
	Rates					Maturity Date	2016			2015
Long-term debt
Rate stabilization bonds	5.82	%	-	5.82	%	2017	$	41		$	120
Senior unsecured notes	2.40	%	-	6.35	%	2021 - 2046	2,300			1,750
Total long-term debt							2,341			1,870
Unamortized debt discount and premium, net							(4		)	(3		)
Unamortized debt issuance costs							(15		)	(9		)
Long-term debt due within one year							(41		)	(378		)
Long-term debt							$	2,281		$	1,480
Long-term debt to financing trusts ^(a)
Subordinated debentures to BGE Capital Trust II				6.20	%	2043	$	258		$	258
Total long-term debt to financing trusts							258			258
Unamortized debt issuance costs							(6		)	(6		)
Long-term debt to financing trusts							$	252		$	252

___________________


(a)	Amount owed to this financing trust is recorded as Long-term debt to financing trust within BGE’s Consolidated Balance Sheets.

PHI



							Successor			Predecessor
						Maturity Date	December 31,
	Rates					Maturity Date	2016			2015
Long-term debt
Notes (unsecured)	6.13	%	-	7.45	%	2017 - 2032	$	266		$	456
First mortgage bonds	3.05	%	-	7.90	%	2018 - 2045	4,569			4,495
Unsecured Tax-Exempt Bonds				5.40	%	2031	112			112
Medium-Terms Notes (unsecured)	6.81	%	-	7.72	%	2017 - 2027	40			40
Transition bonds^(a)	5.05	%	-	5.55	%	2020 - 2023	124			171
Notes payable and other^(b)	6.20	%	-	8.88	%	2019 - 2021	46			57
Total long-term debt							5,157			5,331
Unamortized debt discount and premium, net							1			(2		)
Unamortized debt issuance costs							(2		)	(50		)
Fair value adjustment							742			—
Long-term debt due within one year							(253		)	(456		)
Long-term debt							$	5,645		$	4,823

________________


(a)	Transition bonds are recorded as part of Long-term debt within ACE's Consolidated Balance Sheets.


(b)	Includes Pepco's capital lease obligations of $39 million and $50 million at December 31, 2016 and 2015, respectively.

Pepco



						Maturity Date	December 31,
	Rates					Maturity Date	2016			2015
Long-term debt
First mortgage bonds^(a)	3.05	%	-	7.90	%	2022 - 2043	$	2,335		$	2,335
Notes payable and other^(b)	6.20	%	-	8.88	%	2019 - 2021	46			50
Total long-term debt							2,381			2,385
Unamortized debt discount and premium, net							(2		)	(3		)
Unamortized debt issuance costs							(30		)	(31		)
Long-term debt due within one year							(16		)	(11		)
Long-term debt							$	2,333		$	2,340

________________


(a)	Substantially all of Pepco's assets are subject to the lien of its respective mortgage indenture.


(b)	Includes capital lease obligations of $39 million and $50 million at December 31, 2016 and 2015, respectively. Lease payments of $12 million, $13 million and $14 million will be made in 2017, 2018 and 2019, respectively.

DPL



						Maturity Date	December 31,
	Rates					Maturity Date	2016			2015
Long-term debt
First mortgage bonds^(a)	3.50	%	-	4.15	%	2023 - 2045	$	1,196		$	1,121
Unsecured Tax-Exempt Bonds				5.40	%	2031	112			112
Medium-Terms Notes (unsecured)	6.81	%	-	7.72	%	2017 - 2027	40			40
Total long-term debt							1,348			1,273
Unamortized debt discount and premium, net							2			2
Unamortized debt issuance costs							(10		)	(10		)
Long-term debt due within one year							(119		)	(204		)
Long-term debt							$	1,221		$	1,061

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(a)	Substantially all of DPL's assets are subject to the lien of its respective mortgage indenture.

ACE



						Maturity Date	December 31,
	Rates					Maturity Date	2016			2015
Long-term debt
First mortgage bonds^(a)	3.38	%	-	7.75	%	2018 - 2036	$	1,038		$	1,039
Transition bonds ^(b)	5.05	%	-	5.55	%	2020 - 2023	124			171
Total long-term debt							1,162			1,210
Unamortized debt discount and premium, net							(1		)	(1		)
Unamortized debt issuance costs							(6		)	(8		)
Long-term debt due within one year							(35		)	(48		)
Long-term debt							$	1,120		$	1,153

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(a)	Substantially all of ACE's assets are subject to the lien of its respective mortgage indenture.


(b)	Maturities of ACE's Transition Bonds outstanding at December 31, 2016 are $35 million in 2017, $31 million in 2018, $18 million in 2019, $19 million in 2020 and $21 million in 2021.

Long-term debt maturities at Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE in the periods 2017 through 2021 and thereafter are as follows:



Year	Exelon			Generation		ComEd			PECO			BGE			PHI		Pepco		DPL		ACE
2017	$	2,430		$	1,117	$	425		$	—		$	41		253		16		119		35
2018	1,742			104		840			500			—			298		13		4		281
2019	1,060			606		300			—			—			154		124		12		18
2020	3,331			1,912		500			—			—			19		—		—		19
2021	2,400			888		350			300			300			262		2		—		260
Thereafter	22,996		^(a)	4,581		4,892		^(b)	1,984		^(c)	2,258		^(d)	4,171		2,226		1,213		549
Total	$	33,959		$	9,208	$	7,307		$	2,784		$	2,599		$	5,157	$	2,381	$	1,348	$	1,162

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(a)	Includes $648 million due to ComEd, PECO and BGE financing trusts.


(b)	Includes $206 million due to ComEd financing trust.


(c)	Includes $184 million due to PECO financing trusts.


(d)	Includes $258 million due to BGE financing trust.

PHI Merger Financing

In May 2014, concurrently and in connection with entering into the agreement to acquire PHI, Exelon entered into a credit facility to which the lenders committed to provide Exelon a 364-day senior unsecured bridge credit facility of $7.2 billion to support the contemplated transaction and provide flexibility for timing of permanent financing. In June 2015, the remaining $3.2 billion bridge credit facility was terminated as a result of Exelon's issuance of $4.2 billion of long-term debt to fund a portion of the purchase price and related costs and expenses for the pending PHI merger and for general corporate purposes.

In connection with the $4.2 billion issuance of Senior Unsecured Notes in 2015, the tranches due in 2025, 2035, and 2045 had to be redeemed at the principal amount plus a 1% premium of principal on December 31, 2015, if the PHI merger was not consummated or terminated prior to such date ("Special Mandatory Redemption"). Exelon also had the option to redeem those notes earlier at a 1% premium of principal, if Exelon determined that the merger would not be completed before December 31, 2015.

On October 29, 2015, Exelon commenced a private exchange offer (Exchange Offer) to certain eligible holders whereby, for those that took part, the outstanding Senior Unsecured Notes in the 2025, 2035 and 2045 tranches were exchanged for new Senior Unsecured Notes.

On December 2, 2015, Exelon exchanged $1.9 billion of the Senior Unsecured Notes and paid a consent fee of approximately $5 million, which has been deferred on Exelon's Consolidated Balance Sheet and $4 million of third-party debt issuance costs, which were charged to earnings within Other, net on Exelon's Consolidated Statement of Operations and Comprehensive Income. On December 2, 2015, Exelon also redeemed $0.9 billion of Senior Unsecured Notes not exchanged in the Exchange Offer resulting in the payment of $9 million of redemption premium and the acceleration of the unamortized original issuance discount and deferred financing costs associated with the redeemed debt of $9 million, which were charged to earnings within Other, net on Exelon's Consolidated Statement of Operations and Comprehensive Income.

Junior Subordinated Notes

In June 2014, Exelon issued $1.15 billion of junior subordinated notes in the form of 23 million equity units at a stated amount of $50.00 per unit. Net proceeds from the issuance were $1.11 billion, net of a $35 million underwriter fee. The net proceeds were used to finance a portion of the merger and related costs and expenses for the pending PHI merger and for general corporate purposes. Each equity unit represents an undivided beneficial ownership interest in Exelon's 2.50% junior subordinated notes due in 2024 and a forward equity purchase contract which settles in 2017. The junior subordinated notes are expected to be remarketed in 2017.

At the time of issuance, Exelon determined that the forward equity purchase contract had no value and therefore the entire $1.15 billion of junior subordinated notes were allocated to debt and recorded within Long-term debt on Exelon’s Consolidated Balance Sheet. Additionally, at the time of issuance, the present value of the contract payments of $131 million ("Contract Payment Obligation") were recorded to Long-term debt, representing the obligation to make contract payments, with an offsetting reduction to Common stock. The obligation for the contract payments is accreted to interest expense over the 3 year period ending in 2017 in Exelon’s Consolidated Statement of Operations and Comprehensive Income. During 2016, contract payments of $45 million related to the Contract Payment Obligation were included within Retirements of long-term debt in Exelon's Consolidated Statements of Cash Flows. During 2015, contract payments of $44 million related to the Contract Payment Obligation were included within Retirements of long-term debt in Exelon's Consolidated Statements of Cash Flows. During 2014, the Contract Payment Obligation was considered a non-cash financing transaction that was excluded from Exelon's Consolidated Statements of Cash Flows. Until settlement of the equity purchase contract, earnings per share dilution resulting from the equity unit issuance will be determined under the treasury stock method.

Nonrecourse Debt

Exelon and Generation have issued nonrecourse debt financing, in which approximately $2.8 billion of generating assets have been pledged as collateral at December 31, 2016. Borrowings under these agreements are secured by the assets and equity of each respective project. The lenders do not have recourse against Exelon or Generation in the event of a default. If a specific project financing entity does not maintain compliance with its specific nonrecourse debt financing covenants, there could be a requirement to accelerate repayment of the associated debt or other borrowings earlier than the stated maturity dates. In these instances, if such repayment was not satisfied, the lenders or security holders would generally have rights to foreclose against the project-specific assets and related collateral. The potential requirement to satisfy its associated debt or other borrowings earlier than otherwise anticipated could lead to impairments due to a higher likelihood of disposing of the respective project-specific assets significantly before the end of their useful lives.

Denver Airport. In June 2011, Generation entered into a 20-year, $7 million solar loan agreement to finance a solar construction project in Denver, Colorado. The agreement is scheduled to mature on June 30, 2031. The agreement bears interest at a fixed rate of 5.50% annually with interest payable annually. As of December 31, 2016, $6 million was outstanding.

CEU Upstream. In July 2011, CEU Holdings, LLC, a wholly owned subsidiary of Generation, entered into a 5-year reserve based lending agreement (RBL) associated with certain Upstream oil and gas properties. The lenders do not have recourse against Exelon or Generation in the event of default pursuant to the RBL. Borrowings under this arrangement are secured by the assets and equity of CEU Holdings. The commitment level can be decreased if the assets no longer support the current borrowing base, which may result in repayment of a portion or all of the outstanding balance, or potential foreclosure of the assets. The commitment can be increased up to $500 million million if the assets support a higher borrowing base and CEU Holdings is able to obtain additional commitments from lenders. Calculations of the borrowing base are impacted by projected production and commodity prices. The facility was amended and extended on January 14, 2014 through January 2019. As of December 31, 2015, $68 million was outstanding under the facility with interest payable monthly at a variable rate equal to LIBOR plus 2.50% and the borrowing base committed under the facility was $85 million. The outstanding balance was classified as Long-term debt on Exelon's and Generation's Consolidated Balance Sheets.

In February 2016, as part of their semi-annual borrowing base re-determination testing, the RBL lenders notified CEU Holdings that the RBL borrowing base was decreased to $45 million, resulting in a “borrowing base deficiency” under the RBL of $23 million. Given the decline in value of the Upstream assets resulting from lower commodity prices, CEU Holdings chose not to provide the lenders with a formal plan for curing the borrowing base deficiency by March 31, 2016, as was required by the RBL. The lenders sent CEU Holdings a notice of event of default and demand for cure.

On June 16, 2016, CEU Holdings executed a forbearance agreement with the lenders which included terms stipulating roles and responsibilities governing a sales process, approval of the sale of the assets to be at the discretion of the lenders, and a sales timetable.

In December 2016, substantially all of the Upstream natural gas and oil exploration and production assets were sold for $37 million. The proceeds were used to reduce the debt balance by $31 million. The remaining proceeds of $6 million are being held in escrow and will be released at final settlement. In addition, during 2016, $15 million of the debt was repaid using CEU Holding’s cash, resulting in an outstanding debt balance of $22 million with interest payable monthly at a variable rate equal to LIBOR plus 2.75%. Upon disposition of all of the assets and the satisfaction of certain other conditions, CEU Holdings will be released of its obligations regardless of the amount of asset sale proceeds received. The ultimate resolution of this matter has no direct effect on any Exelon or Generation credit facilities or other debt of an Exelon entity. At December 31, 2016, the outstanding debt balance of $22 million was classified within Long term debt due within one year on Exelon’s and Generation’s Consolidated Balance Sheets. See Note 4 - Mergers, Acquisitions, and Dispositions and Note 8 - Impairment of Long-Lived Assets for additional information.

Holyoke Solar Cooperative. In October 2011, Generation entered into a 20-year, $11 million solar loan agreement related to a solar construction project in Holyoke, Massachusetts. The agreement is scheduled to mature on December 2031. The agreement bears interest at a fixed rate of 5.25% annually with interest payable monthly. As of December 31, 2016, $9 million was outstanding.

Antelope Valley Solar Ranch One. In December 2011, the DOE Loan Programs Office issued a guarantee for up to $646 million for a nonrecourse loan from the Federal Financing Bank to support the financing of the construction of the Antelope Valley facility. The project became fully operational in the first half of 2014. The loan will mature on January 5, 2037. Interest rates on the loan were fixed upon each advance at a spread of 37.5 basis points above U.S. Treasuries of comparable maturity. The advances were completed as of December 31, 2015 and the outstanding loan balance will bear interest at an average blended interest rate of 2.82%. As of December 31, 2016, $552 million was outstanding. In addition, Generation has issued letters of credit to support its equity investment in the project. As of December 31, 2016, Generation had $106 million in letters of credit outstanding related to the project.

Continental Wind. In September 2013, Continental Wind, LLC (Continental Wind), an indirect subsidiary of Exelon and Generation, completed the issuance and sale of $613 million senior secured notes. Continental Wind owns and operates a portfolio of wind farms in Idaho, Kansas, Michigan, Oregon, New Mexico and Texas with a total net capacity of 667MW. The net proceeds were distributed to Generation for its general business purposes. The notes are scheduled to mature on February 28, 2033. The notes bear interest at a fixed rate of 6.00% with interest payable semi-annually. As of December 31, 2016, $543 million was outstanding.

In addition, Continental Wind entered into a $131 million letter of credit facility and $10 million working capital revolver facility. Continental Wind has issued letters of credit to satisfy certain of its credit support and security obligations. As of December 31, 2016, the Continental Wind letter of credit facility had $108 million in letters of credit outstanding related to the project.

ExGen Renewables I. In February 2014, EGR, an indirect subsidiary of Exelon and Generation, borrowed $300 million aggregate principal amount pursuant to a nonrecourse senior secured loan. The proceeds were distributed to Generation for its general business purposes. The loan is scheduled to mature on February 6, 2021. The loan bears interest at a variable rate equal to LIBOR plus 4.25%, subject to a 1% LIBOR floor with interest payable quarterly. EGR indirectly owns Continental Wind. As of December 31, 2016, $234 million was outstanding. In addition to the financing, EGR entered into interest rate swaps with an initial notional amount of $240 million at an interest rate of 2.03% to manage a portion of the interest rate exposure in connection with the financing. See Note 13 — Derivative Financial Instruments for additional information regarding interest rate swaps.

ExGen Texas Power. In September 2014, EGTP, an indirect subsidiary of Exelon and Generation, issued $675 million aggregate principal amount of a nonrecourse senior secured term loan. The net proceeds were distributed to Generation for general business purposes. The loan is scheduled to mature on September 18, 2021. The term loan bears interest at a variable rate equal to LIBOR plus 4.75%, subject to a 1% LIBOR floor with interest payable quarterly. As of December 31, 2016, $660 million was outstanding. As part of the agreement, a revolving credit facility was established for the amount of $20 million available through, and scheduled to mature on September 18, 2019. In addition to the financing, EGTP entered into various interest rate swaps with an initial notional amount of approximately $505 million at an interest rate of 2.34% to hedge a portion of the interest rate exposure in connection with this financing, as required by the debt covenants. See Note 13 — Derivative Financial Instruments for additional information regarding interest rate swaps.

EGTP’s operating cash flows have been negatively impacted by certain market conditions including, but not limited to: low power prices, higher fuel prices and the seasonality of its cash flows. Despite the declining operating cash flows, EGTP remains in compliance with its covenants related to the project specific financing. Management continues to monitor the project entity’s short term liquidity needs.

Renewable Power Generation. In March 2016, RPG, an indirect subsidiary of Exelon and Generation, issued $150 million aggregate principal amount of a nonrecourse senior secured notes. The net proceeds were distributed to Generation for paydown of long term debt obligations at Sacramento PV Energy and Constellation Solar Horizons and for general business purposes. The loan is scheduled to mature on March 31, 2035. The term loan bears interest at a fixed rate of 4.11% payable semi-annually. As of December 31, 2016, $141 million was outstanding.

SolGen. In September 2016, SolGen, LLC (SolGen), an indirect subsidiary of Exelon and Generation, issued $150 million aggregate principal amount of a nonrecourse senior secured notes. The net proceeds were distributed to Generation for general business purposes. The loan is scheduled to mature on September 30, 2036. The term loan bears interest at a fixed rate of 3.93% payable semi-annually. As of December 31, 2016, $148 million was outstanding.