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

6 Months Ended

Jun. 30, 2013

Debt and Credit Agreements [Line Items]

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

11. 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.

The Registrants had the following amounts of commercial paper borrowings outstanding as of June 30, 2013 and December 31, 2012:

Credit Facilities

Exelon had bank lines of credit under committed credit facilities at June 30, 2013 for short-term financial needs, as follows:

Type of Credit Facility		Amount (a)		Expiration Dates	Capacity Type
Exelon Corporate		(In billions)
	Syndicated Revolver	$	0.5	August 2017	Letters of credit and cash
Generation
	Syndicated Revolver		5.3	August 2017	Letters of credit and cash
	Bilateral		0.3	December 2015 and March 2016	Letters of credit and cash
	Bilateral		0.1	January 2015	Letters of credit
ComEd
	Syndicated Revolver		1.0	March 2018	Letters of credit and cash
PECO
	Syndicated Revolver		0.6	August 2017	Letters of credit and cash
BGE
	Syndicated Revolver		0.6	August 2017	Letters of credit and cash
	Total	$	8.4

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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 18, 2013 and are solely utilized to issue letters of credit. As of June 30, 2013, letters of credit issued under these agreements for Generation, ComEd, PECO and BGE totaled $24 million, $26 million, $21 million and $1 million, respectively.

As of June 30, 2013, there were no borrowings under the Registrants' credit facilities.

On March 14, 2013, ComEd extended its unsecured revolving credit 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 expires on March 28, 2018, and ComEd may request another one-year extension 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 extension or increases are subject to the approval of the lenders party to the credit agreement in their sole discretion. Costs incurred to extend the facility for ComEd were not material.

Borrowings under Exelon Corporate's, Generation's, ComEd's, PECO's and BGE's 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. Exelon Corporate, Generation, ComEd, PECO and BGE have adders of 27.5, 27.5, 27.5, 0.0 and 7.5 basis points for prime based borrowings and 127.5, 127.5, 127.5, 100.0 and 107.5 basis points for LIBOR-based borrowings. The maximum adders for prime rate borrowings and LIBOR-based rate borrowings are 65 basis points and 165 basis points, respectively. The credit agreement also requires each entity to pay a facility fee based upon the aggregate commitments under the agreement. The fee varies depending upon the respective credit ratings of each entity.

On January 23, 2013, Generation entered into a two year $75 million bilateral letter of credit facility with a bank. The credit agreement expires in January 2015. This facility will solely be utilized by Generation to issue letters of credit.

On June 10, 2013, Exelon Corporate, Generation, PECO and BGE began the process of 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 transactions are expected to close and become effective in August 2013, with maturities of five years from the close of the transactions. 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.

Long-Term Debt

Issuance of Long-Term Debt

During the six months ended June 30, 2013, the following long-term debt was issued:

Company	Type	Interest Rate		Maturity	Amount		Use of Proceeds
Generation	Upstream Gas Lending Agreement	2.210	%	July 22, 2016	$	3	Used to fund Upstream gas activities
Generation	DOE Project Financing	2.535 - 2.922	%	January 5, 2037	$	197	Funding for Antelope Valley Solar Development
Generation	Energy Efficiency Project Financing	4.400	%	August 31, 2014	$	9	Funding to install energy conservation measures in Beckley, West Virginia
BGE	Senior Notes	3.350	%	July 1, 2023	$	300	Used to partially refinance Notes due July 1, 2013 and for general corporate purposes

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 5, 2037	$	69	Funding for Antelope Valley Solar Development

Retirement of Current and Long-Term Debt

During the six months ended June 30, 2013, the following long-term debt was retired:

Company	Type	Interest Rate		Maturity	Amount
Generation	Kennett Square Capital Lease	7.830	%	September 20, 2020		$	1
Generation	Solar Revolver	1.950	%	July 7, 2014		$	6
Generation	Clean Horizons	2.563	%	September 7, 2030		$	1
Generation (a)	Series A Junior Subordinated Debentures	8.625	%	June 15, 2063		$	450
ComEd	First Mortgage Bonds Series 92	7.625	%	April 15, 2013		$	125
BGE	Rate Stabilization Bonds	5.720	%	April 1, 2017		$	33

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Represents debt obligations assumed by Exelon as part of the merger on March 12, 2012 that became callable at face value on June 15, 2013. 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 as of December 31, 2012 included in long-term debt to affiliate on Generation's Consolidated Balance Sheets and notes receivable from affiliates at Exelon Corporate, which are eliminated in consolidation on Exelon's Consolidated Balance Sheets. The third-party debt obligations were reported in Long-term Debt on Exelon's Consolidated Balance Sheets as of December 31, 2012. The debentures were redeemed and the intercompany loan agreements repaid on June 15, 2013.

On July 1, 2013, ComEd retired $127 million aggregate principal of its 7.500% Series 94 First Mortgage Bonds due July 1, 2013.

On July 1, 2013, BGE retired $400 million aggregate principal of its 6.125% Senior Notes due July 1, 2013

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	Kennett Square Capital Lease	7.83	%	September 20, 2020		$	1
Generation	Armstrong Co. tax-exempt	5.00	%	December 1, 2042		$	46
Generation	Solar Revolver	2.49	%	July 7, 2014		$	6
Generation	Upstream Gas Lending Agreement	2.27	%	July 16, 2016		$	3
Exelon	Senior Notes	7.60	%	April 1, 2032		$	441
Exelon	Medium Term Notes	7.30	%	June 1, 2012		$	2

Accounts Receivable Agreement

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 $210 million, which is classified as a short-term note payable on Exelon's and PECO's Consolidated Balance Sheets. As of June 30, 2013 and December 31, 2012, the financial institution's undivided interest in Exelon's and PECO's gross accounts receivable was equivalent to $286 million and $289 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 $210 million plus the accrued yield payable from its undivided interest in PECO's receivables. The amended agreement terminates on August 30, 2013 unless extended in accordance with its terms. As of June 30, 2013, 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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References+ Details

Commercial Paper Borrowings

June 30, 2013

December 31, 2012

Exelon Corporate

Generation