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, 2015 and December 31, 2014:



Commercial Paper Borrowings	June 30, 2015		December 31, 2014
Exelon Corporate	$	—	$	—
Generation	—		—
ComEd	503		304
PECO	—		—
BGE	—		120

Credit Facilities

Exelon had bank lines of credit under committed credit facilities at June 30, 2015 for short-term financial needs, as follows:



Type of Credit Facility	Amount^(a)		Expiration Dates	Capacity Type
	(In billions)
Exelon Corporate
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 2017	Letters of credit
Bilateral	0.1		October 2015	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

(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 16, 2015. These facilities are solely utilized to issue letters of credit. As of June 30, 2015, letters of credit issued under these agreements for Generation, ComEd, PECO and BGE totaled $7 million, $16 million, $21 million and $1 million, respectively.


(b)	Syndicated revolvers include credit facility commitments of $22 million, $27 million and $27 million for Exelon Corporate, PECO and BGE, respectively, which expire in August 2018.

As of June 30, 2015, there were no borrowings under the Registrants’ credit facilities.

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.

Long-Term Debt

Issuance of Long-Term Debt

During the six months ended June 30, 2015, the following long-term debt was issued:



Company	Type	Interest Rate		Maturity	Amount		Use of Proceeds
Exelon Corporate	Senior Unsecured Notes (a)	1.55	%	June 9, 2017	$	550	Finance a portion of the pending acquisition of PHI and related costs and expenses, and for general corporate purposes
Exelon Corporate	Senior Unsecured Notes (a)	2.85	%	June 15, 2020	$	900	Finance a portion of the pending acquisition of PHI and related costs and expenses, and for general corporate purposes
Exelon Corporate	Senior Unsecured Notes (a) (b)	3.95	%	June 15, 2025	$	1,250	Finance a portion of the pending acquisition of PHI and related costs and expenses, and for general corporate purposes
Exelon Corporate	Senior Unsecured Notes (a) (b)	4.95	%	June 15, 2035	$	500	Finance a portion of the pending acquisition of PHI and related costs and expenses, and for general corporate purposes
Exelon Corporate	Senior Unsecured Notes (a) (b)	5.10	%	June 15, 2045	$	1,000	Finance a portion of the pending acquisition of PHI and related costs and expenses, and for general corporate purposes
Exelon Corporate	Long Term Software License Agreement	3.95	%	May 1, 2024	$	111	Procurement of software licensers
Generation	Senior Unsecured Notes (c)	2.95	%	January 15, 2020	$	750	Fund the optional redemption of Exelon's $550 million, 4.550% Senior Notes and for general corporate purposes
Generation	AVSR DOE Nonrecourse Debt	2.29 - 2.96%		January 5, 2037	$	39	Antelope Valley solar development
Generation	Energy Efficiency Project Financing	3.71	%	October 1, 2035	$	42	Funding to install energy conservation measures in Coleman, Florida
Generation	Energy Efficiency Project Financing	3.55	%	November 15, 2016	$	19	Funding to install energy conservation measures in Frederick, Maryland
Generation	Tax Exempt Pollution Control Revenue Bonds (d)	2.50 - 2.70%		2019 - 2020	$	435	General corporate purposes
Generation	Albany Green Energy Project Financing	LIBOR + 1.25%		November 17, 2017	$	50	Albany Green Energy biomass generation development
ComEd	Mortgage Bonds Series 118	3.70	%	March 1, 2045	$	400	Refinance maturing mortgage bonds, repay a portion of ComEd's outstanding commercial paper obligations and for general corporate purposes

_____________


(a)	In connection with the issuance of PHI acquisition financing, Exelon terminated its interest rate swaps that had been designated as cash flow hedges. See Note 10 — Derivative Financial Instruments for further information.

(b) The 2025 notes, the 2035 notes and the 2045 notes must be redeemed upon the earlier of (i) December 31, 2015, if the PHI acquisition is not consummated on or prior to such date, or (ii) the date on which the Merger Agreement relating to the PHI acquisition is terminated.


(c)	In connection with the issuance of Senior Unsecured Notes, Exelon terminated floating-to-fixed interest rate swaps that had been designated as cash flow hedges. See Note 10 — Derivative Financial Instruments for further information on the swap termination.


(d)	The Tax Exempt Pollution Control Revenue Bonds have a mandatory put date that ranges from March 1, 2019 - September 1, 2020.

Merger Financing

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. In June 2015, the remaining $3.2 billion bridge credit facility was terminated as a result of Exelon's issuance of $4.2 billion of long-term debt to fund a portion of the purchase price and related costs and expenses of the merger between Exelon and PHI and for general corporate purposes.

Albany Green Energy Project (AGE)

Generation owns 90% of Albany Green Energy, LLC (AGE), which is a consolidated variable interest entity (see Note 3 - Variable Interest Entities for additional information). In the second quarter of 2015, AGE closed the construction financing and executed an Engineering, Procurement and Construction (EPC) contract to construct a biomass-fueled, combined heat and power facility in Albany, GA. The financing will accumulate and accrue interest throughout construction and is due upon substantial completion of the facility, but no later than November 17, 2017.

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	2.50	%	June 1, 2024	$	1,150	Finance a portion of the acquisition of PHI and for general corporate purposes
Generation	Nuclear Fuel Purchase Contract	3.35	%	June 30, 2018	$	38	Procurement of uranium
Generation	ExGen Renewables I Nonrecourse Debt	LIBOR + 4.25%		February 6, 2021	$	300	General corporate purposes
ComEd	First Mortgage Bonds Series 115	2.15	%	January 15, 2019	$	300	Refinance maturing mortgage bonds and general corporate purposes
ComEd	First Mortgage Bonds Series 116	4.70	%	January 15, 2044	$	350	Refinance maturing mortgage bonds and general corporate purposes

Retirement and Redemptions of Current and Long-Term Debt

During the six months ended June 30, 2015, the following long-term debt was retired and/or redeemed:



Company	Type	Interest Rate		Maturity	Amount
Exelon Corporate (a)	Senior Unsecured Notes	4.55	%	June 15, 2015	$	550
Exelon Corporate	Senior Notes	4.90	%	June 15, 2015	$	800
Generation (a)	Senior Unsecured Notes	4.55	%	June 15, 2015	$	550
Generation	CEU Upstream Nonrecourse Debt	LIBOR + 2.25%		January 14, 2019	$	2
Generation	AVSR DOE Nonrecourse Debt	2.29%-3.56%		January 5, 2037	$	6
Generation	Kennett Square Capital Lease	7.83	%	September 20, 2020	$	2
Generation	Continental Wind Nonrecourse Debt	6.00	%	February 28, 2033	$	10
Generation	ExGen Texas Power Nonrecourse Debt	LIBOR + 4.75%		September 8, 2021	$	3
Generation	ExGen Renewables I Nonrecourse Debt	4.49	%	February 6, 2021	$	14
Generation	Constellation Solar Horizons Nonrecourse Debt	2.56	%	September 7, 2030	$	1
Generation	Sacramento PV Energy Nonrecourse Debt	2.58	%	December 31, 2030	$	1
ComEd	FMB Series 101	4.70	%	April 15, 2015	$	260
BGE	Rate Stabilization Bonds	5.72	%	April 1, 2016	$	37

____________


(a)	As part of the 2012 Constellation merger, Exelon and subsidiaries of Generation assumed intercompany loan agreements that mirrored the terms and amounts of external obligations held by Exelon, resulting in intercompany notes payable at Generation and Exelon Corporate.

On July 6, 2015, Generation paid down $6 million of principal of its 2.29%-3.55% AVSR DOE Nonrecourse debt.

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	Senior Unsecured Notes	5.35	%	January 15, 2014	$	500
Generation	Pollution Control Notes	4.10	%	July 1, 2014	$	20
Generation	Continental Wind Nonrecourse Debt	6.00	%	February 28, 2033	$	11
Generation	Kennett Square Capital Lease	7.83	%	September 20, 2020	$	2
Generation	ExGen Renewables I Nonrecourse Debt	3mL + 4.25%		February 6, 2021	$	3
Generation	AVSR DOE Nonrecourse Debt	2.33% - 3.55%		January 5, 2037	$	1
Generation	Clean Horizons Solar Nonrecourse Debt	2.56	%	September 7, 2030	$	1
Generation	Sacramento Solar Nonrecourse Debt	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, 2016	$	35

Junior Subordinated Notes

In June 2014, 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. Net proceeds from the issuance were $1.11 billion, net of a $35 million underwriter fee. The net proceeds are being used to finance a portion of the acquisition and related costs and expenses for PHI and for general corporate purposes. Each equity unit represents an undivided beneficial ownership interest in Exelon’s 2.50% 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.

At the time of issuance, Exelon determined that the forward equity purchase contract had no value and therefore the entire $1.15 billion of junior subordinated notes were allocated to debt and 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.

For further information about the terms of the remarketing of the junior subordinated notes, see Note 13—Debt and Credit Agreements of the Exelon 2014 Form 10-K.