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, Generation, ComEd, PECO and BGE had the following amounts of commercial paper borrowings at December 31, 2012 and 2011:

	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		2012 ^(a)		2011 ^(a)		2012		2011	2012		2011
Exelon Corporate	$	500	$	500	$	-	$	161	0.47	%	0.42	%
Generation		5,600		5,600		-		-	0.45	%	0.48	%
ComEd		1,000		1,000		-		-	0.50	%	0.71	%
PECO		600		600		-		-	-		-
BGE		600		400		-		-	0.43	%	0.38	%
Total	$	8,300	$	8,100	$	-	$	161

(a) Equals aggregate bank commitments under revolving and bilateral credit agreements. See discussion below and Credit Agreements table below for items affecting effective program size.

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

At December 31, 2012, the Registrants had the following aggregate bank commitments, credit facility borrowings and available capacity under their respective credit agreements:



							Available Capacity at December 31, 2012
Borrower	Aggregate Bank Commitment^(a)		Facility Draws		Outstanding Letters of Credit		Actual		To Support Additional Commercial Paper

Exelon Corporate	$	500	$	—	$	2	$	498	$	498
Generation		5,600		—		1,818		3,782		3,782
ComEd		1,000		—		—		1,000		1,000
PECO		600		—		1		599		599
BGE		600		—		—		600		600
Total	$	8,300	$	—	$	1,821	$	6,479	$	6,479

(a) Excludes additional credit facility agreements for Generation, ComEd, PECO and BGE with aggregate commitments of $50 million, $34 million, $34 million and $5 million, respectively, arranged with minority and community banks located primarily within ComEd's, PECO's and BGE's service territories. These facilities expire on October 19, 2013 and are solely for issuing letters of credit. As of December 31, 2012, letters of credit issued under these agreements totaled $23 million, $21 million, $21 million and $1 million for Generation, ComEd, PECO and BGE, respectively.

For the year ended December 31, 2012, there were no borrowings under the Registrants' credit facilities.

The following tables present the short-term borrowings activity for Exelon, Generation, ComEd, and BGE during 2012, 2011 and 2010. PECO did not have any short-term borrowings outstanding during 2012, 2011 or 2010.

	2012			2011			2010

Average borrowings	$	199		$	218		$	125
Maximum borrowings outstanding		505			600			346
Average interest rates, computed on a daily basis		0.48	%		0.50	%		0.72	%
Average interest rates, at December 31		n.a.			0.44	%		n.a.

Generation
	2012			2011			2010

Average borrowings	$	4		$	51		$	0
Maximum borrowings outstanding		165			304			0
Average interest rates, computed on a daily basis		0.45	%		0.48	%		n.a.
Average interest rates, at December 31		n.a.			n.a.			n.a.

ComEd
	2012			2011			2010

Average borrowings	$	110		$	36		$	125
Maximum borrowings outstanding		366			407			346
Average interest rates, computed on a daily basis		0.50	%		0.71	%		0.72	%
Average interest rates, at December 31		n.a.			n.a.			n.a.

BGE
	2012			2011			2010

Average borrowings	$	6		$	26		$	1
Maximum borrowings outstanding		76			190			46
Average interest rates, computed on a daily basis		0.43	%		0.38	%		0.39	%
Average interest rates, computed at December 31		n.a.			n.a.			n.a.

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. Exelon Corporation (as successor to Constellation Energy Group) entered into an amendment to the Amended and Restated Credit Agreement dated March 12, 2012, which changed the maturity date to December 31, 2012. See Note 4 — Merger and Acquisitions for further description of the merger transaction.

On August 10, 2012, Exelon Corporate, Generation, PECO and BGE amended and extended their respective unsecured syndicated revolving credit facilities, with aggregate bank commitments of $500 million, $5.3 billion, $600 million and $600 million, respectively, through August 10, 2017. Under these facilities, Exelon Corporate, Generation, PECO and BGE may issue letters of credit in the aggregate of up to $200 million, $3.5 billion, $300 million and $600 million, respectively. Each credit facility permits the applicable borrower to request extensions for up to two additional one-year periods. Each credit facility also allows Exelon Corporate, Generation, PECO and BGE to request increases in aggregate commitments up to an additional $250 million, $1.0 billion, $250 million and $100 million, respectively. Any extension or increase of a credit facility is subject to the approval of the lenders party to that credit facility in their sole discretion. Costs incurred to amend and extend the facilities for Exelon Corporate, Generation, PECO and BGE were not material.

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. Costs incurred to replace the credit facility for ComEd were not material.

Borrowings under each credit agreement bear interest at a rate selected by the borrower based upon the prime rate or at a fixed rate for a specified period based upon a LIBOR-based rate. As of December 31, 2012, Exelon Corporate, Generation, PECO and BGE have adders of up to 27.5, 7.5, 0.0 and 7.5 basis points for prime based borrowings and 127.5, 107.5, 100.0 and 107.5 basis points for LIBOR-based borrowings, respectively. The fee varies depending upon the respective credit ratings of each entity. The maximum adders for prime rate borrowings and LIBOR-based rate borrowings are 65 basis points and 165 basis points, respectively. The amended covenants in the amended credit facilities are substantially consistent with the covenants in the prior facilities, with the exception of BGE, which replaced its debt to capitalization covenant with an interest coverage ratio.

On October 19, 2012, Generation, ComEd and PECO replaced their expiring minority and community bank credit facilities with new minority and community bank credit facility agreements in the amounts of $50 million, $34 million and $34 million, respectively, and BGE entered into a minority and community bank credit facility in the amount of $5 million. These facilities, which expire in October 2013, are solely utilized by the applicable Registrants to issue letters of credit.

On January 23, 2013, Generation entered into a two year $75 million bilateral letter of credit facility with a bank. This facility will solely be utilized by Generation to issue letters of credit.

An event of default under any of the Registrants' credit facilities would not constitute an event of default under any of the other Registrants' credit facilities, 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 facility would constitute an event of default under the Exelon corporate credit facility.

Each credit facility 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, 2012:

	Exelon	Generation	ComEd	PECO	BGE

Credit facility threshold	2.50 to 1	3.00 to 1	2.00 to 1	2.00 to 1	2.00 to 1

At December 31, 2012, the interest coverage ratios at the Registrants were as follows:

	Exelon	Generation	ComEd	PECO	BGE

Interest coverage ratio	9.62	14.20	6.14	7.85	5.16

PECO is party to an agreement with a financial institution under which it transferred an undivided interest, adjusted daily, in its accounts receivable designated under the agreement in exchange for proceeds of $225 million. As of December 31, 2012 and 2011, the financial institution's undivided interest in PECO's gross accounts receivable was equivalent to $289 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. 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 August 31, 2012, PECO entered into an Amendment to extend this agreement until August 30, 2013. This Amendment also expands the definition of a tariff receivable to include receivables that have been purchased by PECO and paid for in accordance with the Tariff and revises the compliance criteria for the eligible asset test to allow for the payment of capital within a specified period of time. On November 28, 2012, PECO made a principal paydown of $15 million to meet the eligible asset test requirement of the agreement for the October 2012 reporting period. The remaining principal balance of $210 million is classified as a short-term note payable on Exelon's and PECO's Consolidated Balance Sheets. As of December 31, 2012, PECO was in compliance with the requirements of the agreement. In the event the agreement is not further extended, PECO has sufficient short-term liquidity and may seek alternate financing.

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 is being 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 to affiliate 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 $199 million was outstanding as of December 31, 2012, primarily reflecting the Exchange Offer described above and amortization of purchase accounting adjustment, which is being amortized over the lives of the arrangements as a reduction to interest expense.

In November 2012, Generation filed a registration statement on Form S-4 to register senior notes to be issued in connection with an exchange offer for the senior notes that were privately issued in June and July 2012. The exchange offer was consummated on February 19, 2013. The registered notes have the same terms and maturity dates as the privately placed senior notes.

The following tables present the outstanding long-term debt at Exelon, Generation, ComEd, PECO and BGE as of December 31, 2012 and 2011:

								Maturity	December 31,
			Rates					Date	2012		2011

Long-term debt
	First Mortgage Bonds ^{(a) (b)}:
		Fixed rates	1.63	%	-	7.63	%	2012-2042	$	7,397	$	7,522
	Unsecured bonds:		2.80	%	-	6.35	%	2013-2036		1,850		—
	Rate stabilization bonds:		5.72	%	-	5.82	%	2017		332		—
	Senior unsecured notes		2.00	%	-	8.63	%	2014-2063		8,021		4,902
	Notes payable and other ^(c)		6.95	%	-	7.83	%	2012-2020		177		174
	Pollution control notes:
		Fixed rates	4.10	%	-	5.00	%	2014-2042		20		46
	Non-recourse debt:
		Fixed rates	2.33	%	-	5.50	%	2031-2037		238		—
		Variable rates	1.96	%	-	2.77	%	2014-2030		262		—

Total long-term debt										18,297		12,644
	Unamortized debt discount and premium, net									(17)		(32)
	Fair value adjustment									448		—
	Fair value hedge carrying value adjustment, net									17		15
	Long-term debt due within one year									(1,047)		(828)

Long-term debt									$	17,698	$	11,799

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 Trust					6.20	%	2043		258		—

Total long-term debt to financing trusts									$	648	$	390

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

(b) Includes First Mortgage Bonds issued under the ComEd and PECO mortgage indentures securing pollution control bonds and notes.

(c) Includes capital lease obligations of $30 million and $34 million at December 31, 2012 and 2011, respectively. Lease payments of $3 million, $3 million, $3 million, $4 million, $4 million and $13 million will be made in 2013, 2014, 2015, 2016, 2017 and thereafter, respectively.

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

								Maturity	December 31,
			Rates					Date	2012		2011

Long-term debt
	Senior unsecured notes ^(b)		2.00	%	-	8.63	%	2014-2063	$	6,721	$	3,602
	Pollution control notes:
		Fixed rates	4.10	%	-	5.00	%	2014-2042		20		46
	Non-recourse debt:
		Fixed rates	2.33	%	-	5.50	%	2031-2037		238		—
		Variable rates	1.96	%	-	2.77	%	2014-2030		262		—
	Notes payable and other ^(a)					7.83	%	2012-2020		30		34

Total long-term debt										7,271		3,682
	Fair value adjustment ^(b)									199		—
	Unamortized debt discount and premium, net									13		(5)
	Long-term debt due within one year									(28)		(3)

Long-term debt									$	7,455	$	3,674

(a) Includes Generation's capital lease obligations of $30 million and $34 million at December 31, 2012 and 2011, respectively. Generation will make lease payments of $3 million, $3 million, $3 million, $4 million, $4 million and $13 million in 2013, 2014, 2015, 2016, 2017 and thereafter, respectively.

(b) Includes $2,007 million of long-term debt to affiliate, comprised of $1,808 million senior unsecured notes and $199 million fair value adjustment.

								Maturity	December 31,
			Rates					Date	2012		2011

Long-term debt
	First Mortgage Bonds ^{(a) (b)}:
		Fixed rates	1.63	%	-	7.63	%	2012-2042	$	5,447	$	5,547
	Notes payable					6.95	%	2018		140		140

Total long-term debt										5,587		5,687
	Unamortized debt discount and premium, net									(20)		(22)
	Long-term debt due within one year									(252)		(450)

Long-term debt									$	5,315	$	5,215

Long-term debt to financing trust^(c)
	Subordinated debentures to ComEd Financing III					6.35	%	2033	$	206	$	206

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

(b) Includes First Mortgage Bonds issued under the ComEd mortgage indenture securing pollution control bonds and notes.

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

								Maturity	December 31,
			Rates					Date	2012		2011

Long-term debt
	First Mortgage Bonds ^{(a) (b)}:
		Fixed rates	2.38	%	-	5.95	%	2012-2037	$	1,950	$	1,975

Total long-term debt										1,950		1,975
	Unamortized debt discount and premium, net									(3)		(3)
	Long-term debt due within one year									(300)		(375)

Long-term debt									$	1,647	$	1,597

Long-term debt to financing trusts^(c)
	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) Includes First Mortgage Bonds issued under the PECO mortgage indenture securing pollution control bonds and notes.

(c) Amount owed to this financing trust is recorded as debt to financing trust within PECO's Consolidated Balance Sheets.

								Maturity	December 31,
			Rates					Date	2012		2011

Long-term debt
		Unsecured bonds	2.80	%	-	6.35	%	2013-2036	$	1,850	$	1,710
		Rate stabilization bonds	5.47	%	-	5.82	%	2012-2017		332	$	395

Total long-term debt										2,182		2,105
	Unamortized debt discount and premium, net									(4)		(4)
	Long-term debt due within one year									(467)		(173)

Long-term debt									$	1,711	$	1,928

Long-term debt to financing trusts^(a)
	Subordinated debentures to BGE Capital Trust II					6.20	%	2043	$	258	$	258

Long-term debt to financing trusts									$	258	$	258

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

Long-term debt maturities at Exelon, Generation, ComEd, PECO and BGE in the periods 2013 through 2017 and thereafter are as follows:

Year	Exelon			Generation		ComEd			PECO			BGE

2013	$	979		$	28	$	252		$	300		$	467
2014		1,483			616		617			250			70
2015		1,613			553		260			—			75
2016		1,041			76		665			—			379
2017		1,462			706		425			—			41
Thereafter		12,367	(a)		5,292		3,574	(b)		1,584	(c)		1,408	(d)

Total	$	18,945		$	7,271	$	5,793		$	2,134		$	2,440

The following are descriptions of certain indebtedness of Exelon's project subsidiaries that are outstanding as of December 31, 2012. The indebtedness described below is non-recourse to Exelon, unless otherwise noted.

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.

On April 5, 2012, Antelope Valley received the first DOE-guaranteed loan advance of $69 million. The loan advance terminated the put option that Generation had on the Antelope Valley project. Antelope Valley received additional advances subsequent to the initial advance, and as of December 31, 2012, has received $219 million in DOE-guaranteed funding. See Note 4 - Merger and Acquisitions for additional information on Antelope Valley.

In addition, Generation has issued letters of credit to support its equity investment in the project. As of December 31, 2012, Generation had $568 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.

In connection with this agreement, Generation entered into a floating-for-fixed interest rate swap with a notional amount of $485 million to mitigate interest rate risk associated with the financing. As Generation received additional loan advances, they subsequently entered into a series of fixed-to-floating interest rate swaps to offset portions of the original interest rate hedge. See Note 10—Derivative Financial Instruments for additional information regarding interest rate swaps associated with Antelope Valley.

In July, 2011, a subsidiary of Generation entered into a $41 million non-recourse project financing supported by a 30MW solar facility in Sacramento, California. As of December 31, 2012, $39 million was outstanding. Borrowings under the facility bear interest at a variable rate, payable quarterly, and are secured by equity interests and assets of the subsidiary. As of December 31, 2012, the subsidiary had interest rate swaps with a notional value of $29 million in order to convert the variable interest payments to fixed payments on 75% of the $39 million facility. See Note 10—Derivative Financial Instruments for additional information regarding interest rate swaps.

In September 2012, a subsidiary of Generation entered into an 18-year $38 million non-recourse variable interest note to recover capital used to build a 16MW solar facility in Emmitsburg, Maryland. Borrowing will incur interest at a variable rate, payable quarterly, and are secured by the equity interests and assets of the subsidiary. The subsidiary also executed interest rate swaps for a notional amount of $29 million in order to convert the variable interest payments to fixed payments on 75% of the $38 million facility amount. See Note 10—Derivative Financial Instruments for additional information regarding interest rate swaps.

Secured Solar Credit Lending Agreement. A subsidiary of Generation has a three-year senior secured credit facility that is designed to support the growth of solar operations. The amount committed under the facility is $150 million, which may be increased up to $200 million at the subsidiary's request with additional commitments by the lenders. As of December 31, 2012, $113 million was outstanding under the facility with interest payable quarterly. The facility is secured by the equity interests in the subsidiary and the entities that own the solar projects as well as the assets of the subsidiary and the projects' entities. The obligations of the subsidiary are guaranteed by Generation and the projects' entities. The Generation guarantee will terminate upon the subsidiary obtaining a stand-alone investment grade credit rating or the satisfaction of a number of conditions, at which time the financing will become non-recourse to and Generation.

Other Solar Project Financings. Generation has the following amounts outstanding under solar project loan agreements:

• $7 million fully amortizing by June 30, 2031 related to a solar project at the Denver International Airport, and

• $11 million fully amortizing by December 31, 2031 related to a solar project in Holyoke, Massachusetts.

Generation has a three year asset-based lending agreement associated with certain upstream gas properties that it owns. The borrowing base committed under the facility is $150 million and can increase to a total of $500 million if the assets support a higher borrowing base and Generation is able to obtain additional commitments from lenders. The facility was amended and extended through July 2016. Borrowings under this facility are secured by the upstream gas properties, and the lenders do not have recourse against Exelon or Generation in the event of a default. As of December 31, 2012, $72 million was outstanding under the facility with interest payable quarterly. The facility includes a provision that requires Generation entities that own the upstream gas properties subject to the agreement to maintain a current ratio of one-to-one. As of December 31, 2012, Generation was in compliant with this provision.