Debt and Credit Agreements (Exelon, Generation, ComEd and PECO)

3 Months Ended

9 Months Ended

Mar. 31, 2012

Sep. 30, 2011

Debt and Credit Agreements [Abstract]

Debt and Credit Agreements (Exelon, Generation, ComEd and PECO)

8. Debt and Credit Agreements (Exelon, Generation, ComEd, PECO and BGE)

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 intercompany money pool. Exelon had bank lines of credit under committed credit facilitiesat March 31, 2012 for short-term financial needs, as follows:

Type of Credit Facility		Amount (a)		Expiration Dates	Capacity Type
Exelon Corporate		(In billions)
	Syndicated Revolver	$	2.00	October 2013 to March 2016	Letters of credit and cash
	Bilateral		1.56	September 2013 to December 2014	Letters of credit and cash
Generation
	Syndicated Revolver		5.30	March 2016	Letters of credit and cash
	Bilateral		0.30	December 2015 and March 2016	Letters of credit and cash
ComEd
	Syndicated Revolver		1.00	March 2017	Letters of credit and cash
PECO
	Syndicated Revolver		0.60	March 2016	Letters of credit and cash
BGE
	Syndicated Revolver		0.60	March 2015	Letters of credit and cash
	Total	$	11.36

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• Excludes $118 million of credit facility agreements arranged with minority and community banks at Generation, ComEd and PECO. These facilities, which expire in October 2012, are solely utilized to issue letters of credit.

As of March 31, 2012, there were no borrowings under the Registrants' credit facilities.

The Registrants had the following amounts of commercial paper borrowings outstanding as of March 31, 2012 and December 31, 2011:

Commercial Paper Borrowings	March 31, 2012		December 31, 2011
Exelon Corporate	$	0	$	161
Generation		0		0
ComEd		302		0
PECO		0		0
BGE		0		0

ComEd Credit Facility

On March 28, 2012, ComEd replaced its unsecured revolving credit facility with a new facility with aggregate bank commitments of $1.0 billion. Under this facility, ComEd may issue letters of credit in the aggregate amount of up too $500 million. The credit agreementfacility has an initial term expiring on March 28, 2017 and ComEd may request up to two, one-year extensions of that term. The credit facility also allows ComEd to request increases in the aggregate commitments of up to an additional $500 million. Any such extensions or increases are subject to the approval of the lenders party to the credit agreementcredit facilityin their sole discretion. ComEd incurred $3 million in costs related to the replacement of the credit facility. These costs included upfront arranger fees and filing costs, which will be amortized to interest expense over the term of the credit facility.

Borrowings under the credit agreement may bear interest at a rate based upon either the prime rate or aLIBOR-based rate, plus an adder based upon ComEd's credit rating. The maximum adders for prime rate borrowings and LIBOR-based rateborrowings are 65 basis points and 165 basis points, respectively. The credit agreement requires ComEd to pay a facility fee based upon the aggregatecommitments under the agreement. The maximum facility fee is 35 basis points. The fee varies depending upon ComEd's credit rating. As of March 31, 2012, ComEd adders were 27.5 basis points and 127.5 basis points for prime rate and LIBOR-based rate borrowings, respectively.

Exelon Credit Facilities

In connection with the Upstream Mmerger, Exelon assumed all of Constellation's obligations under its three-year, unsecured revolving credit facility (the “Constellation Credit Agreement”). Effective as of the Initial Merger, the Constellation Credit Agreement was amended and restated to (i1) permit Exelon and Constellation to consummate the Upstream Merger and the restructuring transaction, (ii2) reduce the aggregate commitments under the Constellation Credit Agreement from $2.5 billion to $1.5 billion, and (iii3) conform some of the representations, warranties, covenants and events of default in the Constellation Credit Agreement with representations, warranties, covenants and events of default in the Exelon credit agreement, dated as of March 23, 2011, as amended as of the Initial Merger. In connection with the Upstream Merger, Exelon also assumed Constellation's obligations under four separate bilateral credit facilities and a commodity-linked credit facility, which were also amended to conform with the Constellation Credit Agreement effective as of the Initial Merger. Effective as of the Initial Merger, the Exelon Credit Agreement and the Exelon Generation Credit Agreement were amended and restated pursuant to an amendment to conform some of the representations, warranties and covenants with provisions of the Constellation Credit Agreement, as amended effective as of the Initial Merger. See Note 3 – Mergers and Acquisitions for further description of the merger transaction.

Long-Term Debt

In connection with the Upstream mMerger, Exelon Corporation (parent company) assumed the following series of debt obligations originally issued by Constellation under either their its1999 Indenture, Second Supplemental Indenture to the 2006 Indenture, or First Supplemental Indenture to 2008 Indenture:.

• $700,000,000 million aggregate principal amount of 7.60% Fixed-Rate Notes due 2032, all of which was outstanding as of March 31, 2012;
• $550,000,000 million aggregate principal amount of 4.55% Fixed-Rate Notes due 2015, all of which was outstanding as of March 31, 2012;
• $450,000,000 million aggregate principal amount of 8.625% Series A Junior Subordinated Debentures due 2063, all of which was outstanding as of March 31, 2012; and.
• $550,000,000 million aggregate principal amount of 5.15% Notes due 2020, all of which was outstanding as of March 31, 2012.

In connection with the debt obligations assumed by Exelon as part of the merger, Exelon and subsidiaries of Exelon Generation (former Constellation subsidiaries) entered intohaveassumed intercompany loan agreements that mirror the terms and amounts of the external obligations held by Exelon, resulting in intercompany notes payable at Exelon Generation and an intercompany notes receivable at Exelon Corporate. Under the intercompany loan agreements, interest and principal repayment by the Generation subsidiaries aligns with the payment of the interest and principal to third parties associated withunder the external assumed debtobligations.

On March 12, 2012, Constellation executed an amendment to its Replacement Capital Covenant, dated as of June 27, 2008, which was executed in favor of and for the benefit of each Covered Debtholder (as defined in the Replacement Capital Covenant) in connection with the issuance by Constellation of $450,000,000 million aggregate principal amount of its Series A Junior Subordinated Debentures. As a result of the Upstream Merger and pursuant to the Second Supplemental Indenture to the 2006 Indenture, Exelon has succeeded Constellation as obligor under the Debentures and the Replacement Capital Covenant, as amended. The intent and effect of the Amendment is to recognize, for purposes of calculating qualified replacement capital under the Replacement Capital Covenant, the proceeds from the issuance of any and all securities specified in Section 2 of the Replacement Capital Covenant on or after March 12, 2012. On March 12, 2012, after the effective time of the Initial Merger and the amendment to the Replacement Capital Covenant and before the effective time of the Upstream Merger, Exelon made a cash contribution to the capital of Constellation in the amount of $250 million.

Issuance of Long-Term Debt

During the three months ended March 31, 2012, there were no issuances of long-term debt.

During the three months ended March 31, 2011, the following long-term debt was issued:

Company	Type	Interest Rate	Maturity		Amount	Use of Proceeds
ComEd	First Mortgage Bonds	1.625%	January 15, 2014	$	600	Used as an interim source of liquidity for January 2011 contribution for Exelon-sponsored pension plans in which ComEd participates and for other general corporate purposes.

Retirement of Long-Term Debt

During the three months ended March 31, 2012, the following long-term debt was retired:

Company	Type	Interest Rate		Maturity	Amount
ComEd	First Mortgage Bond Series 98	6.15	%	March 15, 2012		$	450

During the three months ended March 31, 2011, the following long-term debt was retired:

Company	Type	Interest Rate		Maturity	Amount
Generation	Kennett Square Capital Lease	7.83	%	September 20, 2020		$	1

Accounts Receivable Agreement

PECO is party to an agreement with a financial institution under which it transferred an undivided interest, adjusted daily, in its customer accounts receivable designated under the agreement in exchange for proceeds of $225 million, which isclassified as a short-term note payable on Exelon's and PECO's Consolidated Balance Sheets. As of March 31, 2012 and December 31, 2011, the financial institution's undivided interest in Exelon's and PECO's gross customer accounts receivable was equivalent to $348 million and $329 million, respectively, which represents the financial institution's interest in PECO's eligible receivables as is calculated under the terms of the agreement. The agreement requires PECO to maintain eligible receivables at least equivalent to the financial institution's undivided interest.Effective April 30, 2012, PECO and the financial institution entered into an amendment to the agreement, which modifies certain eligibility criteria, which will increase the amount of PECO's receivables that will be considered eligible receivables under the agreement for purposes of satisfying this requirement. Upon termination or liquidation of this agreement, the financial institution is entitled to recover up to $225 million plus the accrued yield payable from its undivided interest in PECO's receivables.On September 2, 2011, PECO extended this agreement, which terminates on August 31, 2012 unless extended in accordance with its terms. As of March 31, 2012, PECO was in compliance with the requirements of the agreement. In the event the agreement is not extended, PECO has sufficient short-term liquidity and may seek alternate financing.

Antelope Valley Project Development Debt Agreement

On September 28, 2011, the DOE Loan Programs Office issued a guarantee for up to $646 million for a non-recourse loan from the Federal Financing Bank to support the financing of the construction of the Antelope Valley facility. The project is expected to be completed at the end of 2013. The loan will mature on January 5, 2037. Interest rates on the loan will be fixed upon each advance at a spread of 37.5 basis points above U.S. Treasuries of comparable maturity. In connection with this agreement, Generation entered into a floating-to-fixed interest rate swap with a notional amount of $485 million to mitigate interest rate risk associated with the financing prior to the advances. On April 5, 2012, Antelope Valley received the first DOE-guaranteed loan advance of $69 million and terminatedthe put option that Generation had on the Antelope Valley project. As a result, Generation entered into a fixed-to-floating interest rate swap with a notional amount of $52 millionM, 75% of the first loan advance amount to offset a portion of the original interest rate hedge. See Note 7 – Derivative Financial Instruments for additional information on the interest rate swap.

In addition, Generation has issued letters of credit to support its equity investment in the project. As of March 31, 2012, Generation had $689 million in letters of credit outstanding related to the project The letters of credit balance is expected to decline over time as scheduled equity contributions for the project are made.

Company	Type	Interest Rate	Maturity	Amount	Use of Proceeds
{PlaceHolder)	{PlaceHolder)		{PlaceHolder)		{PlaceHolder)

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• Excludes unamortized bond discounts of $1 million on Generation's senior notes due 2020 and 2041, respectively.
• In connection with thesedebt issuances, Generation and ComEdentered into treasury rate locks in the aggregate notional amounts of $600 million and$350 million, respectively. See Note 7 – Derivative Financial Instruments for additional information onGeneration's and ComEd's treasury rate locks.
• Under the terms of the debt agreement governing the senior notes due 2020, Generation will be required to repurchase those notes prior to their stated maturity if the agreement to purchase JDR is terminated or if the transaction is not completed by March 31, 2011. As a result, Generation has classified amounts outstanding under this debt agreement as long-term debt due within one year. If the acquisition is consummated by March 31, 2011, the debt will be classified to long-term debt. See Note 4– Merger and Acquisitions for additional information on the acquisition of JDR.