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, 2014 and December 31, 2013:

Exelon had bank lines of credit under committed credit facilities at June 30, 2014 for short-term financial needs, as follows:

Type of Credit Facility		Amount (a)		Expiration Dates	Capacity Type
Exelon Corporate		(In billions)
	Syndicated Revolver^(b)	$	0.5	May 2019	Letters of credit and cash
Generation
	Syndicated Revolver		5.1	May 2019	Letters of credit and cash
	Syndicated Revolver		0.2	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
	Bilateral		0.1	October 2014	Letters of credit and cash
ComEd
	Syndicated Revolver		1.0	March 2019	Letters of credit and cash
PECO
	Syndicated Revolver^(b)		0.6	May 2019	Letters of credit and cash
BGE
	Syndicated Revolver^(b)		0.6	May 2019	Letters of credit and cash
	Total	$	8.5

As of June 30, 2014, there were no borrowings under the Registrants' credit facilities, with the exception of CENG, see discussion below

On March 28, 2014, ComEd extended for an additional year the expiration date of 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, 2019. The credit facility also allows ComEd to request increases in the aggregate commitments of up to an additional $500 million. Any 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 April 1, 2014, as a result of the CENG integration, a $100 million bilateral CENG credit facility expiring October 2014 is now consolidated in Exelon's and Generation's consolidated financial statements. This facility will be utilized by CENG to fund working capital and capital projects and obtain letters of credit. As of June 30, 2014, CENG borrowed $40 million against its credit facility.

On May 30, 2014, Exelon, Generation, PECO and BGE extended for an additional year the expiration date of its unsecured revolving credit facility with aggregate bank commitments of $500 million, $5.3 billion, $600 million, $600 million, respectively into May 2019, with the exception of a cumulative amount of $300 million which expires in August 2018. Costs incurred to extend the facility 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, 7.5, 0.0 and 0.0 basis points for prime based borrowings and 127.5, 127.5, 107.5, 90.0 and 100.0 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.

In May 2014, concurrently and in connection with entering into the agreement to acquire PHI, Exelon entered into a credit facility to which the lenders committed to provide Exelon a 364-day senior unsecured bridge credit facility of $7.2 billion to support the contemplated transaction and provide flexibility for timing of permanent financing. The bridge credit facility was subsequently reduced to $4.2 billion as a result of the June 2014 equity issuances discussed below. During the three and six months ended June 30, 2014, Exelon recorded $9 million to interest expense in connection with the bridge facility. It is not currently expected that Exelon will be required to draw upon this credit facility.

During the six months ended June 30, 2014, the following long-term debt was issued:

Company	Type	Interest Rate		Maturity	Amount		Use of Proceeds
Exelon	Junior Subordinated Notes	2.500	%	June 1, 2024	$	1,150	Used to finance a portion of the acquisition of PHI and for general corporate purposes
Generation	Nuclear Fuel Purchase Contract	3.350	%	June 30, 2018	$	38	Used for procurement of uranium
Generation	ExGen Renewables I Project Financing^(a)	LIBOR + 4.250%		February 6, 2021	$	300	Used for general corporate purposes
ComEd	Mortgage Bonds Series 115	2.150	%	January 15, 2019	$	300	Used to refinance existing mortgage bonds
ComEd	Mortgage Bonds Series 116	4.700	%	January 15, 2044	$	350	Used to refinance existing mortgage bonds

Exelon issued $1.15 billion of junior subordinated notes in the form of 23 million equity units at a stated amount of $50.00 per unit. Proceeds from the issuance were $1.11 billion, net of a $35 million underwriter fee. The net proceeds are expected to be used to finance a portion of the acquisition of PHI and for general corporate purposes.

Each equity unit represents an undivided beneficial ownership interest in Exelon's 2.5% junior subordinated notes due in 2024 and a forward equity purchase contract which settles in 2017. The junior subordinated notes are expected to be remarketed in 2017. In connection with the remarketing, Exelon may modify the maturity date of the notes to a date earlier than June 1, 2024 but not earlier than June 1, 2020, remove redemption provisions of the notes, or change the interest rate on the notes, including changing the interest rate from fixed to floating. Investors that participate in the remarketing receive the remarketing proceeds and may use those funds to either settle the equity forward upon settlement date or invest in the remarketed debt and use other funds for the share purchase. Exelon intends to use the remarketing proceeds to repay debt issued or for other corporate purposes as soon as practical following such settlements. If the remarketing fails, holders of the notes will have the right to put their notes to Exelon for an amount equal to the principal amount plus accrued interest. The equity units carry a total annual distribution rate of 6.5%, which is comprised of a quarterly coupon rate of interest of 2.5% and a quarterly contract payment of 4.0% (contract payments).

Each purchase contract obligates the holder to purchase, and Exelon to sell, for $50.00 a number of shares of Exelon's common stock in accordance with the conversion ratios set forth below:

A holder's ownership interest in the notes is pledged to Exelon to secure the holder's obligation under the related forward equity purchase contract. If a holder of the forward equity purchase contract chooses at any time to no longer be a holder of the notes, such holder's obligation under the purchase contract must be secured by a U.S. Treasury security.

At the time of issuance, the $1.15 billion of junior subordinated notes were recorded within Long-term debt on Exelon's Consolidated Balance Sheet. Additionally, at the time of issuance, the present value of the contract payments of $131 million were recorded to Long-term debt, representing the obligation to make contract payments, with an offsetting reduction to Common stock. The obligation for the contract payments will be accreted to interest expense over the 3 year period ending in 2017 in Exelon's Consolidated Statement of Operations and Comprehensive Income. The Long-term debt recorded for the contract payments is considered a non-cash financing transaction that was excluded from Exelon's Consolidated Statements of Cash Flows. Until settlement of the equity purchase contract, earnings per share dilution resulting from the equity unit issuance will be determined under the treasury stock method.

On February 6, 2014, ExGen Renewables I, LLC (EGR), an indirect subsidiary of Exelon and Generation, borrowed $300 million aggregate principal amount pursuant to a non-recourse senior secured loan, due February 6, 2021. The loan bears interest at a variable rate equal to LIBOR plus 4.25%. EGR indirectly owns Continental Wind LLC (Continental Wind). In addition to the financing, EGR entered into interest rate swaps with a notional amount of $240 million to manage a portion of the interest rate exposure in connection with the financing. The assets pledged as collateral related to EGR have a net book value of approximately $796 million as of June 30, 2014, See Note 9 – Derivative Financial Instruments for additional information regarding interest rate swaps.

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, 2014, the following long-term debt was retired and/or redeemed:

Company	Type	Interest Rate		Maturity	Amount
Generation	2003 Senior Notes	5.35	%	January 15, 2014		$	500
Generation	Pollution Control Loan	4.10	%	July 1, 2014		$	20
Generation	Continental Wind Project Financing	6.00	%	February 28, 2033		$	11
Generation	Kennett Square Capital Lease	7.83	%	September 20, 2020		$	2
Generation	ExGen Renewables I	3mL + 4.25	%	February 6, 2021		$	3
Generation	AVSR	2.33% - 3.55%		January 5, 2037		$	1
Generation	Clean Horizons Solar	2.56	%	September 7, 2030		$	1
Generation	Sacramento Solar	2.56	%	December 31, 2030		$	1
ComEd	Mortgage Bonds Series 110	1.63	%	January 15, 2014		$	600
ComEd	Pollution Control Series 1994C	5.85	%	January 15, 2014		$	17
BGE	Rate Stabilization Bonds	5.72	%	April 1, 2017		$	35

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

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 Solar	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

(a) 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, which are eliminated in consolidation on Exelon's Consolidated Balance Sheets. The debentures were redeemed and the intercompany loan agreements repaid on June 15, 2013.