Debt and Credit Agreements (All Registrants)

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 Exelon intercompany money pool. PHI meets its short-term liquidity requirement primarily through the issuance of commercial paper, short-term notes and the Exelon intercompany money pool. Pepco, DPL and ACE meet their short-term liquidity requirements primarily through the issuance of commercial paper and short-term notes.

Commercial Paper

The Registrants had the following amounts of commercial paper borrowings outstanding as of March 31, 2016 and December 31, 2015:



Commercial Paper Borrowings	March 31, 2016		December 31, 2015
Generation	$	1,378	$	—
ComEd	643		294
BGE	150		210
PHI Corporate	442		484
Pepco	—		64
DPL	75		105
ACE	—		5

Short-Term Loan Agreements

On July 30, 2015, PHI entered into a $300 million term loan agreement. The net proceeds of the loan were used to repay PHI's outstanding commercial paper and for general corporate purposes. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.95%, and all indebtedness thereunder is unsecured, and the aggregate principal amount of all loans, together with any accrued but unpaid interest due under the loan agreement, must be repaid in full on or before July 28, 2016. On April 4, 2016, PHI repaid $300 million of its term loan in full.

On January 13, 2016, PHI entered into a $500 million term loan agreement, which was amended on March 28, 2016. The net proceeds of the loan were used to repay PHI's outstanding commercial paper, and for general corporate purposes. Pursuant to the loan agreement, as amended, loans made thereunder bear interest at a variable rate equal to LIBOR plus 1%, and all indebtedness thereunder is unsecured, and the aggregate principal amount of all loans, together with any accrued but unpaid interest due under the Loan Agreement, must be repaid in full on or before March 27, 2017. The loan agreement is reflected in Exelon's and PHI's Consolidated Balance Sheets within Short-term borrowings.

On February 22, 2016, Generation and EDF entered into separate member revolving promissory notes with CENG to finance short-term working capital needs. The notes are scheduled to mature on January 31, 2017 and bear interest at a variable rate equal to LIBOR plus 1.75%. As of March 31, 2016, $25 million was outstanding under each note. The $25 million note outstanding between Generation and CENG is eliminated in consolidation and therefore not reflected in Exelon's or Generation's Consolidated Balance Sheets. The $25 million note with EDF is reflected in Exelon's and Generation's Consolidated Balance Sheet within Short-term borrowings.

Credit Agreements

On January 5, 2016, Generation entered into a credit agreement establishing a $150 million bilateral credit facility, scheduled to mature in January of 2019. This facility will solely be utilized by Generation to issue lines of credit. This facility does not back Generation's commercial paper program.

On April 1, 2016, the credit agreement for CENG's $100 million bilateral credit facility was amended to increase the overall facility size to $200 million. This facility is utilized by CENG to fund working capital and capital projects. The facility does not back Generation's commercial paper program.

Variable Rate Demand Bonds

As of March 31, 2016 and December 31, 2015, $105 million in variable rate demand bonds issued by DPL were outstanding and are included in the Long-term debt due within one year on Exelon's, PHI's and DPL's Consolidated Balance Sheet. See Note 10 - Debt of the PHI 2015 Form 10-K for additional information.

Long-Term Debt

Issuance of Long-Term Debt

During the three months ended March 31, 2016, the following long-term debt was issued:

Company

Type

Interest Rate

Maturity

Amount

Use of Proceeds

Generation

Albany Green Energy Project Financing

LIBOR + 1.25%

November 17, 2017

Albany Green Energy biomass generation development

Generation

Renewable Power Generation Nonrecourse Debt

4.11%

March 31, 2035

150

Paydown long term debt obligations at Sacramento PV Energy and Constellation Solar Horizons and for general corporate purposes.

On April 7, 2016, Exelon issued and sold $1.8 billion in aggregate principal amount of notes consisting of $300 million of 2.45% Notes due 2021, $750 million of 3.40% Notes due 2026 and $750 million of 4.45% Notes due 2046. A portion of the proceeds of the notes will be used to repay commercial paper issued by PHI and for general corporate purposes, which may include the repayment of outstanding indebtedness.

Retirement and Redemptions of Long-Term Debt

During the three months ended March 31, 2016, the following long-term debt was retired and/or redeemed:



Company	Type	Interest Rate	Maturity	Amount
Generation	AVSR DOE Nonrecourse Debt	2.29 - 3.56%	January 5, 2037	$	5
Generation	Continental Wind Nonrecourse Debt	6.00%	February 28, 2033	$	15
Generation	CEU Upstream Nonrecourse Debt	LIBOR + 2.75%	January 14, 2019	$	7
Generation	ExGen Texas Power Nonrecourse Debt	5.00%	September 18, 2021	$	2
Generation	Sacramento PV Energy Nonrecourse Debt	2.58%	December 31, 2030	$	33
Generation	Constellation Solar Horizons Nonrecourse Debt	2.56%	September 7, 2030	$	32
Generation	Kennett Square Capital Lease	7.83%	September 20, 2020	$	1
ACE	ACE Funding Transition Bonds	5.55%	October 20, 2023	$	8
ACE	ACE Funding Transition Bonds	5.05%	October 20, 2020	$	3

On April 1, 2016, BGE paid down $1 million of principal of its 5.72% Rate Stabilization Bonds due 2016 and $38 million of principal of its 5.82% Rate Stabilization Bonds due 2017.

On April 5, 2016, Generation paid down $1 million of principal of its 2.29% - 3.56% AVSR DOE Nonrecourse debt.

On April 15, 2016, Generation paid down $10 million of principal of its 5.25% ExGen Renewables I Nonrecourse debt.

On April 20, 2016, ACE paid down $8 million of principal of its 5.55% ACE Funding Transition Bonds and $3 million of principal of its 5.05% ACE Funding Transition Bonds.

CEU Upstream Nonrecourse Debt

In July 2011, CEU Holdings, LLC, a wholly owned subsidiary of Generation, entered into a 5-year reserve based lending agreement (RBL) associated with certain Upstream oil and gas properties that it owns. The lenders do not have recourse against Exelon or Generation in the event of default pursuant to the RBL. Borrowings under this arrangement are secured by the assets and equity of CEU Holdings The commitment level can be decreased if the assets no longer support the current borrowing base, which may result in repayment of a portion or all of the outstanding balance, or potential foreclosure of the assets. The commitment can be increased up to $500 million if the assets support a higher borrowing base and CEU Holdings is able to obtain additional commitments from lenders. Calculations of the borrowing base are impacted by projected production and commodity prices. The facility was amended and extended on January 14, 2014 through January 2019. As of December 31, 2015, $68 million was outstanding under the facility with interest payable monthly at a variable rate equal to LIBOR plus 2.50% and the borrowing base committed under the facility was $85 million.

In February 2016, as part of their semi-annual borrowing base re-determination testing, the RBL lenders notified CEU Holdings that the RBL borrowing base was decreased to $45 million, resulting in a “borrowing base deficiency” under the RBL of $23 million. Given the decline in value of the Upstream assets resulting from lower commodity prices, CEU Holdings chose not to provide the lenders with a formal plan for curing the borrowing base deficiency by March 31, 2016, as was required by the RBL. The lenders have sent CEU Holdings a notice of event of default and demand for cure. CEU Holdings is currently in discussions with the lenders regarding the resolution of the matter. The resolution could include negotiating a forbearance agreement that would provide for the potential sale of Upstream assets in order to wind down the Upstream business of CEU Holdings. Consistent with these discussions, the RBL lenders have not yet accelerated the debt outstanding under the RBL. However, on March 31, 2016, $7 million of the debt was repaid using CEU Holding's cash, resulting in an outstanding debt balance of $61 million with interest payable monthly at a variable rate equal to LIBOR plus 2.75% and a borrowing base deficiency under the RBL of $16 million. The outstanding debt balance of $61 million was classified within Long-term debt due within one year on Exelon's and Generation's Consolidated Balance Sheets. The ultimate resolution of this matter has no direct effect on any Exelon or Generation credit facilities or other debt of an Exelon entity. See Note 14 - Debt and Credit Agreements of the Exelon 2015 Form 10-K and Note 6 - Impairment of Long-Lived Assets for additional information.

Other Financing Activities

Accounts Receivable Agreement

In February 2016, PES entered into an accounts receivable sales agreement with a financing institution in which PES will borrow approximately $41 million to complete the construction of an energy efficiency project that is expected to be completed in 2018. Pursuant to the assignment of PES' rights to the customer receivables to the financing institution, upon customer acceptance of the energy efficiency project, the customer will pay the financing institution over a 16 year period. At March 31, 2016, PES has borrowed $3 million under the contract which is classified as Long-term debt due within one year on Exelon's and Generation's Consolidated Balance Sheet.