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 September 30, 2013 and December 31, 2012:

Exelon had bank lines of credit under committed credit facilities at September 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 2018	Letters of credit and cash
Generation
	Syndicated Revolver		5.3	August 2018	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 2018	Letters of credit and cash
BGE
	Syndicated Revolver		0.6	August 2018	Letters of credit and cash
	Total	$	8.4

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

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 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.

On August 10, 2013, 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. The new covenants are substantially consistent with existing covenants. Costs incurred to amend and extend the facilities for Exelon Corporate, Generation, PECO and BGE were not material.

Effective August 10, 2013, Exelon and ComEd entered into amendments to each of their respective revolving credit facilities (the Amendments). The Amendments relate to the IRS's challenge to the position taken by Exelon on its 1999 federal income tax return with respect to the sale of ComEd's fossil generating assets in a like-kind exchange tax position. The Amendments are intended to exclude the non-cash impact of the like-kind exchange tax position from the calculation of the interest coverage ratio under each of Exelon and ComEd's respective credit facilities. See Note 12 – Income Taxes for additional information.

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 agreements also require the borrower to pay a facility fee based upon the aggregate commitments under the agreement. The fee varies depending upon the respective credit ratings of the borrower.

On October 18, 2013, Generation, ComEd, PECO and BGE replaced their respective minority and community bank credit facility agreements in the amounts of $50 million, $34 million, $34 million and $5 million, respectively. These facilities, which expire in October 2014, are solely utilized to issue letters of credit.

During the nine months ended September 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 - 2.440	%	July 22, 2016	$	5	Used to fund Upstream gas activities
Generation	DOE Project Financing	2.535 - 3.353	%	January 5, 2037	$	204	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
Generation	Continental Wind Senior Secured Notes	6.000	%	February 28, 2033	$	613	Used for general corporate purposes
ComEd	First Mortgage Bonds	4.600	%	August 15, 2043	$	350	Used to repay outstanding commercial paper obligations and for general corporate purposes
PECO	First and Refunding Mortgage Bonds	1.200	%	October 15, 2016	$	300	Used to pay at maturity first and refunding mortgage bonds due October 15, 2013 and other general corporate purposes
PECO	First and Refunding Mortgage Bonds	4.800	%	October 15, 2043	$	250	Used to pay at maturity first and refunding mortgage bonds due October 15, 2013 and other general corporate purposes
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 nine months ended September 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	$	788	Used for general corporate purposes and issued in connection with the Exchange Offer
Generation	CEU Credit Agreement	1.990	%	June 16, 2016	$	43	Used to fund upstream gas activities
Generation	DOE Project Financing	2.330 - 3.092	%	January 5, 2037	$	100	Funding for Antelope Valley Solar Development
Generation	Clean Horizons	2.500	%	June 7, 2030	$	38	Funding for Maryland solar development
PECO	First and Refunding Mortgage Bonds	2.375	%	September 15, 2022	$	350	Used to pay at maturity First Mortgage Bonds due October 1, 2012 and for general corporate purposes
BGE	Notes	2.800	%	August 15, 2032	$	250	Used to repay total outstanding commercial paper and for general corporate purposes

During the nine months ended September 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		$	2
Generation	Solar Revolver	1.930 - 1.950	%	July 7, 2014		$	18
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
ComEd	First Mortgage Bonds Series 94	7.500	%	July 1, 2013		$	127
BGE	Senior Notes	6.125	%	July 1, 2013		$	400
BGE	Rate Stabilization Bonds	5.720	%	April 1, 2017		$	33

On October 1, 2013, BGE retired $34 million aggregate principal of its 5.720% Rate Stabilization Bonds due April 1, 2017.

On October 15, 2013, PECO retired $300 million aggregate principal of its 5.600% First and Refunding Mortgage Bonds due October 15, 2013.

During the nine months ended September 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		$	2
Generation	Armstrong Co. tax-exempt	5.00	%	December 1, 2042		$	46
Generation	MEDCO Tax-Exempt Bonds	Various		April 1, 2024		$	75
Generation	Solar Revolver	2.49	%	July 7, 2014		$	13
Generation	CEU Credit Agreement	2.27	%	July 16, 2016		$	3
Exelon	Senior Notes	7.60	%	April 1, 2032		$	442
Exelon	Medium Term Notes	7.30	%	June 1, 2012		$	2

PECO was 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 was classified as a short-term note payable on Exelon's and PECO's Consolidated Balance Sheets as of December 31, 2012. The agreement terminated on August 30, 2013 and PECO paid down the outstanding principal of $210 million. The financial institution no longer has an undivided interest in the accounts receivable designated under the agreement. As of December 31, 2012, the financial institution's undivided interest in Exelon's and PECO's gross accounts receivable was equivalent to $289 million, which represented the financial institution's interest in PECO's eligible receivables as calculated under the terms of the agreement. The agreement required PECO to maintain eligible receivables at least equivalent to the financial institution's undivided interest.

In the second quarter of 2013, ComEd entered into a 20-year capital lease for transmission distribution space at Willis Tower in Chicago, Illinois. ComEd recorded $8 million on its Consolidated Balance Sheets within property plant and equipment and long-term debt at the inception of the lease. ComEd will make lease payments of less than $1 million annually in 2013-2017 and approximately $7 million thereafter.

The following are descriptions of activity that occurred for the nine months ended September 30, 2013 of certain indebtedness of Exelon's project subsidiaries. The indebtedness described below is specific to certain generating facilities pledged as collateral with a net book value of approximately $1.8 billion at September 30, 2013, and all associated project financing liabilities are non-recourse to Exelon and Generation.

On September 30, 2013, Continental Wind, LLC (Continental Wind), an indirect subsidiary of Exelon and Generation, completed the issuance and sale of $613 million aggregate principal amount of Continental Wind's 6.00% senior secured notes due February 28, 2033. Continental Wind owns and operates a portfolio of wind farms in Idaho, Kansas, Michigan, Oregon, New Mexico and Texas with a total net capacity of 667 MW. The net proceeds were distributed to Generation for its general business purposes. In connection with this non-recourse project financing, Exelon terminated existing interest rate swaps with a total notional amount of $350 million during the third quarter of 2013, and realized a total gain of $26 million upon termination. The gain on the interest rate swaps was recorded within OCI and will reduce the effective interest rate over the life of the debt for Exelon. See Note 10 – Derivative Financial Instruments for additional information on the interest rate swaps.

In addition, Continental Wind entered into a $131 million letter of credit facility and $10 million working capital revolver facility. Continental Wind has issued letters of credit to satisfy certain of the credit support and security obligations of itself. As of September 30, 2013, the Continental Wind letter of credit facility had $90 million in letters of credit outstanding related to the project.

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 the first half of 2014.

In addition, Generation has issued letters of credit to support its equity investment in the project. As of September 30, 2013, Generation has reduced the letters of credit outstanding related to the project to $327 million. The letters of credit balance is expected to decline over time as scheduled equity contributions for the project are made.