10. Debt and Credit Agreements (All Registrants)

Short-Term Borrowings

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

Commercial Paper

The Registrants had the following amounts of commercial paper borrowings outstanding as of March 31, 2017 and December 31, 2016:



Commercial Paper Borrowings	March 31, 2017		December 31, 2016
Exelon Corporate	$	204	$	—
Generation	579		620
ComEd	365		—
PECO	—		—
BGE	95		45
PHI Corporate	—		—
Pepco	167		23

Short-Term Loan Agreements

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. On March 23, 2017, the aggregate principal amount of all loans, together with any accrued but unpaid interest due under the loan agreement was fully repaid and the loan terminated. On March 23, 2017, Exelon Corporate entered into a similar type term loan for $500 million which expires on March 22, 2018. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 1% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Exelon’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 2019. This facility will solely be utilized by Generation to issue letters of credit. This facility does not back Generation's commercial paper program.

On January 9, 2017, the credit agreement for Generation's $75 million bilateral credit facility was amended and restated to increase the facility size to $100 million and extend the maturity to January 2019. This facility will solely be used by Generation to issue letters of credit.

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.

On May 26, 2016, Exelon Corporate, Generation, ComEd, PECO and BGE entered into amendments to each of their respective syndicated revolving credit facilities, which extended the maturity of each of the facilities to May 26, 2021. Exelon Corporate also increased the size of its facility from $500 million to $600 million. On May 26, 2016, PHI, Pepco, DPL and ACE entered into an amendment to their Second Amended and Restated Credit Agreement dated as of August 1, 2011, which (i) extended the maturity date of the facility to May 26, 2021, (ii) removed PHI as a borrower under the facility, (iii) decreased the size of the facility from $1.5 billion to $900 million and (iv) converted its financial covenant from a debt to capitalization leverage ratio to an interest coverage ratio.

Long-Term Debt

Issuance of Long-Term Debt

During the three months ended March 31, 2017, the following long-term debt was issued:



Company	Type	Interest Rate		Maturity	Amount		Use of Proceeds
Generation	Energy Efficiency Project Financing	3.72	%	April 30, 2018	$	1	Funding to install energy conservation measures for the Smithsonian Zoo project
Generation	Energy Efficiency Project Financing	2.61	%	September 30, 2018	$	1	Funding to install energy conservation measures for the Pensacola project
Generation	Energy Efficiency Project Financing	3.90	%	January 31, 2018	$	6	Funding to install energy conservation measures for the Naval Station Great Lakes project
Generation	Albany Green Energy Project Financing	LIBOR + 1.25%		November 17, 2017	$	13	Albany Green Energy biomass generation development
Generation	Senior Notes	2.95	%	January 15, 2020	$	250	Repay outstanding commercial paper obligations and for general corporate purposes.
Generation	Senior Notes	3.40	%	March 15, 2022	$	500	Repay outstanding commercial paper obligations and for general corporate purposes.
Pepco	Energy Efficiency Project Financing	3.30	%	December 15, 2017	$	1	Funding to install energy conservation measures for the DOE Germantown project

EGTP Nonrecourse Debt

In September 2014, EGTP, an indirect subsidiary of Exelon and Generation, issued $675 million aggregate principal amount of a nonrecourse senior secured term loan. The net proceeds were distributed to Generation for general business purposes. The loan is scheduled to mature on September 18, 2021. The term loan bears interest at a variable rate equal to LIBOR plus 4.75%, subject to a 1% LIBOR floor with interest payable quarterly. As of March 31, 2017, $658 million was outstanding. As part of the agreement, a revolving credit facility was established for the amount of $20 million available through, and scheduled to mature on September 18, 2019. In addition to the financing, EGTP entered into various interest rate swaps with an initial notional amount of approximately $505 million at an interest rate of 2.34% to hedge a portion of the interest rate exposure in connection with this financing, as required by the debt covenants. See Note 9 — Derivative Financial Instruments for additional information regarding interest rate swaps. See Note 20 - Subsequent Events for additional information regarding EGTP and the associated nonrecourse debt.

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. Each equity unit represented an undivided beneficial ownership interest in Exelon’s $1.15 billion of 2.50% junior subordinated notes due in 2024 (“2024 notes”) and a forward equity purchase contract. As contemplated in the June 2014 equity unit structure, in April 2017, Exelon completed the remarketing of the 2024 notes into $1.15 billion of 3.497% junior subordinated notes due in 2022 (“Remarketing”). Exelon conducted the Remarketing on behalf of the holders of equity units and did not directly receive any proceeds therefrom. Instead, the former holders of the 2024 notes may use debt remarketing proceeds towards settling the forward equity purchase contract with Exelon on June 1, 2017. Exelon will receive $1.15 billion upon settlement on June 1, 2017, of the forward equity purchase contract. Exelon currently expects the number of equity shares to be issued to range from 26 million to 33 million dependent on Exelon’s stock price at the time of settlement pursuant to the equity unit terms. Until settlement of the equity purchase contract, earnings per share dilution resulting from the equity units is being determined under the treasury stock method.

For the three months ended March 31, 2017 and 2016, contract payments of $11 million related to the Contract Payment Obligation were included within Retirements of long-term debt in Exelon’s Consolidated Statements of Cash Flows.