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, 2013 and 2012:

	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		2013 ^(a)		2012 ^(a)		2013		2012	2013		2012
Exelon Corporate	$	500	$	500	$	0	$	0	0.27	%	0.47	%
Generation		5,600		5,600		0		0	0.32	%	0.45	%
ComEd		1,000		1,000		184		0	0.40	%	0.50	%
PECO		600		600		0		0	n.a.		n.a.
BGE		600		600		135		0	0.31	%	0.43	%
Total	$	8,300	$	8,300	$	319	$	0

(a) Equals aggregate bank commitments under the revolving and bilateral credit agreements (with the exception of a $75 million bilateral agreement) that backstop the commercial paper program. 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, 2013, the Registrants had the following aggregate bank commitments, credit facility borrowings and available capacity under their respective credit agreements:



							Available Capacity at December 31, 2013
Borrower	Aggregate Bank Commitment^(a)		Facility Draws		Outstanding Letters of Credit		Actual		To Support Additional Commercial Paper ^(b)

Exelon Corporate	$	500	$	—	$	2	$	498	$	498
Generation		5,675		—		1,413		4,262		4,187
ComEd		1,000		—		—		1,000		816
PECO		600		—		1		599		599
BGE		600		—		—		600		465
Total	$	8,375	$	—	$	1,416	$	6,959	$	6,565

Exelon
	2013			2012			2011

Average borrowings	$	254		$	199		$	218
Maximum borrowings outstanding		682			505			600
Average interest rates, computed on a daily basis		0.37	%		0.48	%		0.50	%
Average interest rates, at December 31		0.35	%		n.a.			0.44	%

Generation
	2013			2012			2011

Average borrowings	$	42		$	4		$	51
Maximum borrowings outstanding		291			165			304
Average interest rates, computed on a daily basis		0.32	%		0.45	%		0.48
Average interest rates, at December 31		n.a.			n.a.			n.a.

ComEd
	2013			2012			2011

Average borrowings	$	203		$	110		$	36
Maximum borrowings outstanding		446			366			407
Average interest rates, computed on a daily basis		0.40	%		0.50	%		0.71	%
Average interest rates, at December 31		0.37	%		n.a.			n.a.

BGE
	2013			2012			2011

Average borrowings	$	35		$	6		$	26
Maximum borrowings outstanding		135			76			190
Average interest rates, computed on a daily basis		0.31	%		0.43	%		0.38	%
Average interest rates, computed at December 31		0.31	%		n.a.			n.a.

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.

On January 27, 2014 ComEd began the process of extending its unsecured syndicated revolving credit facility, with aggregate bank commitments of $1.0 billion. The transaction is expected to close and become effective in March 2014, with a maturity of five years from the close of the transaction. No changes are expected to be made to the facility other than extension of the term for an additional one year period. Generally, it is expected that costs incurred to extend the facility will be amortized over the newly extended life of the facility.

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.

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.

On October 18, 2013, Generation, ComEd, PECO and BGE refinanced 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.

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, 2013:

	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, 2013, the interest coverage ratios at the Registrants were as follows:

	Exelon	Generation	ComEd	PECO	BGE

Interest coverage ratio	7.67	11.45	5.20	8.29	7.85

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 distribution substation space at Willis Tower in Chicago, Illinois. Exelon and ComEd recorded $8 million on their 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 in aggregate thereafter.

The following tables present the outstanding long-term debt at Exelon, Generation, ComEd, PECO and BGE as of December 31, 2013 and 2012:

								Maturity	December 31,
			Rates					Date	2013		2012

Long-term debt
	First Mortgage Bonds ^{(a) (b)}:
		Fixed rates	1.20	%	-	7.63	%	2013-2043	$	7,746	$	7,397
	Unsecured bonds		2.80	%	-	6.35	%	2013-2036		1,750		1,850
	Rate stabilization bonds		5.68	%	-	5.82	%	2016-2017		265		332
	Senior unsecured notes		2.00	%	-	7.60	%	2014-2042		7,571		8,021
	Pollution control notes:
		Fixed rates				4.10	%	2014		20		20
	Non-recourse debt:
		Fixed rates	2.33	%	-	5.50	%	2031-2037		1,077		238
		Variable rates	1.96	%	-	2.77	%	2013-2053		150		262
	Notes payable and other ^(c)		4.50	%	-	7.83	%	2014-2053		181		177

Total long-term debt										18,760		18,297
	Unamortized debt discount and premium, net									(19)		(17)
	Fair value adjustment									384		448
	Fair value hedge carrying value adjustment, net									7		17
	Long-term debt due within one year									(1,509)		(1,047)

Long-term debt									$	17,623	$	17,698

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		258

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

(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 $41 million and $30 million at December 31, 2013 and 2012, respectively. Lease payments of $4 million, $4 million, $4 million, $5 million, $5 million and $19 million will be made in 2014, 2015, 2016, 2017, 2018 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	2013		2012

Long-term debt
	Senior unsecured notes		2.00	%	-	7.60		2014-2042	$	6,271	$	6,721
	Social Security Administration					2.93	%	2015		1		—
	Pollution control notes:
		Fixed rates				4.10	%	2014		20		20
	Non-recourse debt:
		Fixed rates	2.33	%	-	5.50	%	2031-2037		1,077		238
		Variable rates	1.96	%	-	2.77	%	2014-2030		150		262
	Notes payable and other ^(a)		4.50	%	-	7.83	%	2014-2022		33		30
								1
Total long-term debt										7,552		7,271
	Fair value adjustment									166		199
	Unamortized debt discount and premium, net									11		13
	Long-term debt due within one year									(561)		(28)

Long-term debt									$	7,168	$	7,455

During January 2014, Generation redeemed its $20 million 4.10% pollution control revenue bonds due July 1, 2014 and its $500 million 5.35% senior unsecured notes at maturity.

								Maturity	December 31,
			Rates					Date	2013		2012

Long-term debt
	First Mortgage Bonds ^{(a) (b)}:
		Fixed rates	1.63	%	-	7.63	%	2013-2043	$	5,546	$	5,447
	Notes payable and other^(c)		6.95	%	-	7.49	%	2014-2053		148		140

Total long-term debt										5,694		5,587
	Unamortized debt discount and premium, net									(19)		(20)
	Long-term debt due within one year									(617)		(252)

Long-term debt									$	5,058	$	5,315

Long-term debt to financing trust^(d)
	Subordinated debentures to ComEd Financing III					6.35	%	2042	$	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) Includes ComEd's capital lease obligations of $ 8 million at December 31, 2013. Lease payments of less than $1 million will be made from 2014 through expiration at 2053.

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

On January 10, 2014, ComEd issued $300 million aggregate principal amount of its First Mortgage 2.150% Bonds, Series 115, due January 15, 2019, and $350 million aggregate principal amount of its First Mortgage 4.700% Bonds, Series 116, due January 15, 2044. The proceeds of the Bonds were used by ComEd to refinance the $17 million outstanding principal amount of its First Mortgage 5.850% Bonds, Pollution Control Series 1994C, due January 15, 2014, and the $600 million outstanding principal amount of its First Mortgage 1.625% Bonds, Series 110, due January 15, 2014, and to fund other general corporate purposes in 2014.

								Maturity	December 31,
			Rates					Date	2013		2012

Long-term debt
	First Mortgage Bonds ^{(a) (b)}:
		Fixed rates	1.20	%	-	5.95	%	2013-2043	$	2,200	$	1,950

Total long-term debt										2,200		1,950
	Unamortized debt discount and premium, net									(3)		(3)
	Long-term debt due within one year									(250)		(300)

Long-term debt									$	1,947	$	1,647

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) Amounts owed to this financing trust are recorded as debt to financing trusts within PECO's Consolidated Balance Sheets.

								Maturity	December 31,
			Rates					Date	2013		2012

Long-term debt
		Unsecured bonds	2.80	%	-	6.35	%	2013-2036	$	1,750	$	1,850
		Rate stabilization bonds	5.68	%		5.82	%	2016-2017		265	$	332

Total long-term debt										2,015		2,182
	Unamortized debt discount and premium, net									(4)		(4)
	Long-term debt due within one year									(70)		(467)

Long-term debt									$	1,941	$	1,711

Long-term debt to financing trusts^(a)
	Subordinated debentures to BGE Capital Trust II					6.20	%	2043	$	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 2014 through 2018 and thereafter are as follows:

Year	Exelon			Generation		ComEd			PECO			BGE

2014	$	1,428		$	561	$	617		$	250		$	—
2015		1,615			555		260			—			—
2016		1,346			81		665			300			300
2017		1,396			706		425			—			265
2018		1,345			5		840			500			—
Thereafter		12,278	^(a)		5,644		3,093	^(b)		1,334	^(c)		1,708	^(d)

Total	$	19,408		$	7,552	$	5,900		$	2,384		$	2,273

The following are descriptions of activity with respect to certain indebtedness of Exelon's project subsidiaries that is outstanding as of December 31, 2013. The indebtedness described below is specific to certain generating facilities pledged as collateral with a net book value of approximately $1.9 billion at December 31, 2013, and all associated project financing liabilities are non-recourse to Exelon and Generation.

Continental Wind. 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 12 — 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 its credit support and security obligations. As of December 31, 2013, the Continental Wind letter of credit facility had $93 million in letters of credit outstanding related to the project.

ExGen Renewables Energy I LLC. On February 6, 2014, ExGen Renewables I, LLC (EGR), an indirect subsidiary of Exelon and Generation, completed the issuance and sale of $300 million aggregate principal amount of EGR's LIBOR plus 425 bps non-recourse senior secured loan, due February 6, 2021. EGR indirectly owns Continental Wind LLC (Continental).

Antelope Valley Project Development Debt Agreement. 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 in the first half of 2014. The loan will mature on January 5, 2037. Interest rates on the loan are fixed upon each advance at a spread of 37.5 basis points above U.S. Treasuries of comparable maturity.

In addition, Generation has issued letters of credit to support its equity investment in the project. As of December 31, 2013, Generation had $334 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, it subsequently entered into a series of fixed-to-floating interest rate swaps to offset portions of the original interest rate hedge. See Note 12—Derivative Financial Instruments for additional information regarding interest rate swaps associated with Antelope Valley.

Sacramento PV Energy. In July, 2011, a subsidiary of Generation entered into a $41 million non-recourse project financing for a 30MW solar facility in Sacramento, California. As of December 31, 2013, $37 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, 2013, 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 $41 million facility. See Note 12—Derivative Financial Instruments for additional information regarding interest rate swaps.

Constellation Solar Horizons Financing. 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 16 MW solar facility in Emmitsburg, Maryland. Interest is payable quarterly, and the note is secured by the equity interests and assets of the subsidiary. As of December 31, 2013, $36 million was outstanding. 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 12—Derivative Financial Instruments for additional information regarding interest rate swaps.

Secured Solar Credit Lending Agreement. In December 2013, a Generation subsidiary, Constellation Solar, LLC, paid off the remaining balance of the three-year senior secured credit facility that is designed to support the growth of solar operations in the amount of $94 million and terminated the facility. The facility was scheduled to mature in June of 2014.

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

• $10 million fully amortizing by December 31, 2031 related to a solar project in Holyoke, Massachusetts.

Upstream Gas Property Asset-Based Lending Agreement. Generation has a five year asset-based lending agreement associated with certain upstream gas properties that it owns. The borrowing base committed under the facility is $110 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 January 2019. 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, 2013, $77 million was outstanding under the facility with interest payable quarterly. The facility includes a provision that requires the Generation entities owning the upstream gas properties subject to the agreement to maintain a current ratio of one-to-one. As of December 31, 2013, Generation was in compliance with this provision.