Debt and Credit Agreements (All Registrants)

6 Months Ended

Jun. 30, 2020

Debt and Credit Agreements (All Registrants)

Short-Term Borrowings

Exelon Corporate, 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. Pepco, DPL, and ACE meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the PHI intercompany money pool. PHI Corporate meets its short-term liquidity requirements primarily through the issuance of short-term notes and the Exelon intercompany money pool. 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 as of June 30, 2020 and December 31, 2019. PECO had no commercial paper borrowings as of both June 30, 2020 and December 31, 2019.



	Outstanding Commercial Paper as of				Average Interest Rate on Commercial Paper Borrowings as of
Commercial Paper Issuer	June 30, 2020		December 31, 2019		June 30, 2020		December 31, 2019
Exelon^(a)	$	19	$	870	0.15	%	2.25	%
Generation	—		320		—	%	1.84	%
ComEd	—		130		—	%	2.38	%
BGE	—		76		—	%	2.46	%
PHI^(b)	19		208		0.15	%	N/A
PEPCO	14		82		0.15	%	2.56	%
DPL	—		56		—	%	2.02	%
ACE	5		70		0.15	%	2.43	%

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(a)	Includes outstanding commercial paper at Exelon Corporate of $136 million with average interest rates on commercial paper borrowings of 1.92% at December 31, 2019. Exelon Corporate had no outstanding commercial paper borrowings as of June 30, 2020.


(b)	Includes the consolidated amounts of Pepco, DPL, and ACE.

On March 19, 2020, Generation borrowed $1.5 billion on its revolving credit facility due to disruptions in the commercial paper markets as a result of COVID-19. The funds were used to refinance commercial paper. Generation repaid the $1.5 billion borrowed on the revolving credit facility on April 3, 2020. As of June 30, 2020, the available capacity on Generation’s revolving credit facility was $5 billion. See Note 16— Debt and Credit Agreements of the Exelon 2019 Form 10-K for additional information on the Registrants’ credit facilities.

Short-Term Loan Agreements

On March 23, 2017, Exelon Corporate entered into a term loan agreement for $500 million. The loan agreement was renewed on March 19, 2020 and will expire on March 18, 2021. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.65% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Exelon's Consolidated Balance Sheet within Short-term borrowings.

On March 19, 2020, Generation entered into a term loan agreement for $200 million. The loan agreement has an expiration of March 18, 2021. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.50% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Generation's Consolidated Balance Sheet within Short-term borrowings.

On March 31, 2020, Generation entered into a term loan agreement for $300 million. The loan agreement has an expiration of March 30, 2021. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.75% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Generation's Consolidated Balance Sheet within Short-term borrowings.

Revolving Credit Agreements

On April 24, 2020, Exelon Corporate entered into a credit agreement establishing a $550 million 364-day revolving credit facility at a variable interest rate of LIBOR plus 1.75%. This facility will be used by Exelon as an additional source of short-term liquidity as needed.

Bilateral Credit Agreements

On May 15, 2020, Generation entered into a credit agreement establishing a $100 million bilateral credit facility. This facility will solely be used by Generation to issue letters of credit, and the maturity date is automatically renewed based on the contingency standards set within the agreement.

During the second quarter of 2020, CENG drew on its bilateral credit facility. As of June 30, 2020, there was $100 million outstanding at this facility. The bilateral credit facility with CENG is incorporated within Generation, and supports the issuance of letters of credit and funding for working capital.

Long-Term Debt

Issuance of Long-Term Debt

During the six months ended June 30, 2020, the following long-term debt was issued:



Company^(a)	Type	Interest Rate		Maturity	Amount		Use of Proceeds
Exelon	Notes	4.05	%	April 15, 2030	$	1,250	Repay existing indebtedness and for general corporate purposes.
Exelon	Notes	4.70	%	April 15, 2050	750		Repay existing indebtedness and for general corporate purposes.
Generation	Senior Notes	3.25	%	June 1, 2025	900		Repay existing indebtedness and for general corporate purposes.
Generation	Energy Efficiency Project Financing^(b)	3.95	%	August 31, 2020	2		Funding to install energy conservation measures for the Fort Meade project.
Generation	Energy Efficiency Project Financing^(b)	2.53	%	April 30, 2021	1		Funding to install energy conservation measures for the Fort AP Hill project.
ComEd	First Mortgage Bonds, Series 128	2.20	%	March 1, 2030	350		Repay a portion of outstanding commercial paper obligations and fund other general corporate purposes.
ComEd	First Mortgage Bonds, Series 129	3.00	%	March 1, 2050	650		Repay a portion of outstanding commercial paper obligations and to fund general corporate purposes.
PECO	First and Refunding Mortgage Bonds	2.80	%	June 15, 2050	350		Funding for general corporate purposes.
BGE	Senior Notes	2.90	%	June 15, 2050	400		Repay commercial paper obligations and for general corporate purposes.
Pepco^(c)	First Mortgage Bonds	2.53	%	February 25, 2030	150		Repay existing indebtedness and for general corporate purposes.
DPL	First Mortgage Bonds	2.53	%	June 9, 2030	100		Repay existing indebtedness and for general corporate purposes.
ACE	Tax-Exempt First Mortgage Bonds	2.25	%	June 1, 2029	23		Refinance existing indebtedness.
ACE	First Mortgage Bonds	3.24	%	June 9, 2050	100		Repay existing indebtedness and for general corporate purposes.

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(a)	On July 1, 2020, DPL issued $78 million of tax-exempt bonds maturing on January 1, 2031. The bonds have a 1.05% interest rate through July 2025.


(b)	For Energy Efficiency Project Financing, the maturity dates represent the expected date of project completion, upon which the respective customer assumes the outstanding debt.


(c)	On February 25, 2020, Pepco entered into a purchase agreement of First Mortgage Bonds for $150 million at 3.28% due on September 23, 2050. The closing date of the issuance is expected to occur in September 2020.

Debt Covenants

As of June 30, 2020, the Registrants are in compliance with debt covenants.

Nonrecourse Debt

Exelon and Generation have issued nonrecourse debt financing. 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.

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 2014. The loan will mature on January 5, 2037.

As of June 30, 2020, approximately $475 million was outstanding. In addition, Generation has issued letters of credit to support its equity investment in the project. As of June 30, 2020, Generation had $37 million in letters of credit outstanding related to the project. In 2017, Generation’s interests in Antelope Valley were also contributed to and are pledged as collateral for the EGR IV financing structure referenced below.

Antelope Valley sells all of its output to PG&E through a PPA. On January 29, 2019, PG&E filed for protection under Chapter 11 of the U.S. Bankruptcy Code, which created an event of default for Antelope Valley’s nonrecourse debt that provided the lender with a right to accelerate amounts outstanding under the loan such that they would become immediately due and payable. As a result of the event of default and in the absence of a waiver from the lender foregoing their acceleration rights, the debt was reclassified as current in Exelon’s and Generation’s Consolidated Balance Sheets in the first quarter of 2019. Further, distributions from Antelope Valley to EGR IV were suspended.

The United States Bankruptcy Court entered an order on June 20, 2020 confirming PG&E’s plan of reorganization. On July 1, 2020 the plan became effective, and PG&E emerged from bankruptcy. On July 21, 2020, Antelope Valley received a waiver from the DOE for the event of default and, as such, the debt has been classified as noncurrent as of June 30, 2020 and distributions from Antelope Valley to EGR IV are now permitted.

See Note 8 — Asset Impairments for additional information.

ExGen Renewables IV. In November 2017, EGR IV, an indirect subsidiary of Exelon and Generation, entered into an $850 million nonrecourse senior secured term loan credit facility agreement. Generation’s interests in EGRP, Antelope Valley, SolGen, and Albany Green Energy were all contributed to and are pledged as collateral for this financing. The loan is scheduled to mature on November 28, 2024. As of June 30, 2020, approximately $775 million was outstanding.

See Note 16— Debt and Credit Agreements of the Exelon 2019 Form 10-K for additional information on nonrecourse debt.