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 facilities at June 30, 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		0.90	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	$	10.70

As of June 30, 2012, there were no borrowings under the Registrants' credit facilities.

The Registrants had the following amounts of commercial paper borrowings outstanding as of June 30, 2012 and December 31, 2011:

Commercial Paper Borrowings	June 30, 2012		December 31, 2011
Exelon Corporate	$	188	$	161
Generation		0		0
ComEd		178		0
PECO		0		0
BGE		0		0

On March 28, 2012, ComEd replaced its unsecured revolving credit facility with a new unsecured facility with aggregate bank commitments of $1.0 billion. Under this facility, ComEd may issue letters of credit in the aggregate amount of up to $500 million. The credit agreement 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 agreement in 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 a LIBOR-based rate, plus an adder based upon ComEd's credit rating. The maximum adders for prime rate borrowings and LIBOR-based rate borrowings are 65 basis points and 165 basis points, respectively. The credit agreement requires ComEd to pay a facility fee based upon the aggregate commitments under the agreement. The maximum facility fee is 35 basis points. The fee varies depending upon ComEd's credit rating. As of June 30, 2012, ComEd adders were 27.5 basis points and 127.5 basis points for prime rate and LIBOR-based rate borrowings, respectively.

In connection with the Upstream Merger, 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 (1) permit Exelon and Constellation to consummate the Upstream Merger and the restructuring transaction, (2) reduce the aggregate commitments under the Constellation Credit Agreement from $2.5 billion to $1.5 billion, and (3) 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 Generation Credit Agreement were amended and restated 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 – Merger and Acquisitions for further description of the merger transaction.

On July 18, 2012, Exelon Corporate, Generation, PECO and BGE began the process of amending and extending their respective unsecured syndicated revolving credit facilities, with aggregate bank commitments of $500 million, $5.3 billion, $600 million and $600 million, respectively. The amended credit facilities will reflect current market pricing and maturities of five years from the close of the transactions. The transactions are expected to close and become effective in August 2012. The new covenants are expected to be substantially consistent with existing covenants. Generally, it is expected that costs incurred to amend and extend the facilities will be amortized over the newly extended lives of the facilities. The maturity of the $1.5 billion Constellation Credit Agreement will be amended to December 31, 2012.

On June 18, 2012, Generation issued and sold $775 million of Senior Notes. In connection with this debt issuance, Generation entered into forward-starting interest rate swaps in the aggregate notional amount of $470 million. The interest rate swaps were settled on June 15, 2012 with Generation recording a pre-tax loss of approximately $7 million. The loss was recorded to other comprehensive income within Exelon's and Generation's Consolidated Balance Sheets and will be amortized to income over the life of the related debt as an increase to interest expense.

Concurrently with the new debt issuance, Generation engaged in private offers (the Exchange Offer) to certain eligible holders to exchange any and all of the $700 million outstanding 7.60% Senior Notes due 2032 (Old Notes) of Exelon (which were assumed by Exelon in the merger with Constellation), for:

On June 28, 2012, pursuant to the Exchange Offer, Generation purchased $441 million of the Old Notes in exchange for issuing $535 million of Notes due in 2022 and 2042, plus a cash payment of approximately $60 million. The $441 million of Old Notes were recorded on Exelon's Consolidated Balance Sheets at $608 million, reflecting a fair value adjustment pursuant to the application of purchase accounting applied as a result of the Constellation merger which resulted in approximately $13 million gain from the Exchange Offer at Generation. The gain was recorded as an increase to Long-term Debt within Exelon's and Generation's Consolidated Balance Sheets and will be amortized to income over the life of the debt as a reduction in interest expense.

On July 13, 2012, pursuant to the Exchange Offer described above, Generation purchased an additional $1 million of Old Notes in exchange for the Senior Notes due in 2022 and 2042.

In connection with the debt obligations assumed by Exelon as part of the Upstream Merger on March 12, 2012, Exelon and subsidiaries of Generation (former Constellation subsidiaries) assumed intercompany loan agreements that mirror the terms and amounts of the third-party debt obligations of Exelon, resulting in intercompany notes payable included in Long-term Debt on Generation's Consolidated Balance Sheets and intercompany notes receivable at Exelon Corporate, which are eliminated in consolidation on Exelon's Consolidated Balance Sheets. The third-party debt obligations are reported in Long-term Debt on Exelon's Consolidated Balance Sheets. The intercompany loan agreements are summarized as follows:

The intercompany loan agreements and the third-party debt obligations described above were increased by $403 million for a fair value adjustment pursuant to the application of purchase accounting applied as a result of the Constellation merger, of which $224 million was outstanding as of June 30, 2012, primarily reflecting the Exchange Offer described above. This premium is being amortized over the lives of the arrangements as a reduction to interest expense.

During the six months ended June 30, 2012, the following long-term debt was issued:

Company	Type	Interest Rate		Maturity	Amount		Use of Proceeds
Generation	Senior Notes	4.250	%	June 15, 2022	$	523	Used for general corporate purposes and issued in connection with the Exchange Offer
Generation	Senior Notes	5.600	%	June 15, 2042	$	787	Used for general corporate purposes and issued in connection with the Exchange Offer
Generation	DOE Project Financing	3.092	%	January 2, 2037	$	69	Funding for AVSR solar development

During the six months ended June 30, 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.

During the six months ended June 30, 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
BGE	Rate Stabilization Bonds	5.68	%	April 1, 2017		$	31
BGE	Medium Term Notes	6.73 - 6.75	%	June 15, 2012		$	110
Generation	Armstrong Co. tax-exempt	5.00	%	December 1, 2042		$	46
Exelon	Senior Notes	7.60	%	April 1, 2032		$	441
Exelon	Medium Term Notes	7.30	%	June 1, 2012		$	2

During the six months ended June 30, 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
ComEd	Sinking fund debentures	4.75	%	December 1, 2011			1

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 is classified as a short-term note payable on Exelon's and PECO's Consolidated Balance Sheets. As of June 30, 2012 and December 31, 2011, the financial institution's undivided interest in Exelon's and PECO's gross customer accounts receivable was equivalent to $296 million and $329 million, respectively, which represents the financial institution's interest in PECO's eligible receivables as 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 modified certain eligibility criteria that increased 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 until August 31, 2012, unless extended in accordance with its terms. As of June 30, 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.

On April 5, 2012, Antelope Valley received the first DOE-guaranteed loan advance of $69 million at an interest rate spread of 37.5 basis points above U.S. Treasury and maturity of January 5, 2037. The loan advance terminated the 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 million, 75% of the first loan advance amount to offset a portion of the original interest rate hedge. See Note 8 – 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 June 30, 2012, Generation had $669 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.