Debt and Credit Agreements (All Registrants)

Short-Term Borrowings

Exelon Corporate, ComEd, BGE, Pepco, DPL and ACE 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 Corporate meets its short-term liquidity requirements primarily through the issuance of short-term notes and the Exelon intercompany money pool. The Registrants may use their respective credit facilities for general corporate purposes, including meeting short-term funding requirements and the issuance of letters of credit.

Commercial Paper

The following table reflects the Registrants' commercial paper programs supported by the revolving credit agreements and bilateral credit agreements at December 31, 2018 and 2017:



	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	2018^(a)(b)(c)		2017^(a)(b)(c)		2018		2017		2018		2017
Exelon Corporate	$	600	$	600	$	—	$	—	1.93	%	1.16	%
Generation	5,300		5,300		—		—		1.96	%	1.23	%
ComEd	1,000		1,000		—		—		2.14	%	1.24	%
PECO	600		600		—		—		2.24	%	1.13	%
BGE	600		600		35		77		2.18	%	1.28	%
Pepco	300		500		40		26		2.24	%	1.06	%
DPL	300		500		—		216		2.07	%	1.48	%
ACE	300		350		14		108		2.21	%	1.43	%
Total	$	9,000	$	9,450	$	89	$	427

__________


(a)	Excludes $545 million and $480 million in bilateral credit facilities at December 31, 2018 and 2017, respectively, and $159 million and $179 million in credit facilities for project finance at December 31, 2018 and 2017, respectively. These credit facilities do not back Generation's commercial paper program.

(b)

At December 31, 2018, excludes $135 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $49 million, $33 million, $34 million, $5 million, $5 million, $5 million and $5 million, respectively. These facilities expire on October 11, 2019. These facilities are solely utilized to issue letters of credit. At December 31, 2017, excludes $128 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $49 million, $34 million, $34 million, $5 million, $2 million, $2 million, and $2 million, respectively.

(c)

Pepco, DPL and ACE's revolving credit facility is subject to available borrowing capacity. The borrowing capacity may be increased or decreased during the term of the facility, except that (i) the sum of the borrowing capacity must equal the total amount of the facility, and (ii) the aggregate amount of credit used at any given time by each of Pepco, DPL or ACE may not exceed $900 million or the maximum amount of short-term debt the company is permitted to have outstanding by its regulatory authorities. The total number of the borrowing reallocations may not exceed eight per year during the term of the facility.

In order to maintain their respective commercial paper programs in the amounts indicated above, each Registrant must have credit facilities in place, at least equal to the amount of its commercial paper program. While the amount of outstanding commercial paper does not reduce available capacity under a Registrant’s credit facility, a Registrant does not issue commercial paper in an aggregate amount exceeding the then available capacity under its credit facility.

At December 31, 2018, the Registrants had the following aggregate bank commitments, credit facility borrowings and available capacity under their respective credit facilities:



								Available Capacity at December 31, 2018
Borrower	Facility Type	Aggregate Bank Commitment^(a)		Facility Draws		Outstanding Letters of Credit		Actual		To Support Additional Commercial Paper^(b)
Exelon Corporate	Syndicated Revolver	$	600	$	—	$	9	$	591	$	591
Generation	Syndicated Revolver	5,300		—		1,203		4,097		4,097
Generation	Bilaterals	545		—		353		192		—
Generation	Project Finance	159		—		119		40		—
ComEd	Syndicated Revolver	1,000		—		2		998		998
PECO	Syndicated Revolver	600		—		—		600		600
BGE	Syndicated Revolver	600		—		1		599		564
Pepco	Syndicated Revolver	300		—		8		292		252
DPL	Syndicated Revolver	300		—		1		299		299
ACE	Syndicated Revolver	300		—		—		300		286
Total		$	9,704	$	—	$	1,696	$	8,008	$	7,687

__________

(a)

Excludes $135 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $49 million, $33 million, $34 million, $5 million, $5 million, $5 million and $5 million, respectively. These facilities expire on October 11, 2019. These facilities are solely utilized to issue letters of credit. As of December 31, 2018, letters of credit issued under these facilities totaled $5 million and $2 million for Generation and BGE, respectively.

The following tables present the short-term borrowings activity for Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE during 2018, 2017 and 2016.



Exelon
	2018			2017			2016
Average borrowings	$	531		$	823		$	1,125
Maximum borrowings outstanding	1,237			2,147			3,076
Average interest rates, computed on a daily basis	2.21		%	1.32		%	0.88		%
Average interest rates, at December 31	2.15		%	1.24		%	1.12		%

Generation
	2018			2017			2016
Average borrowings	$	37		$	405		$	536
Maximum borrowings outstanding	583			1,455			1,735
Average interest rates, computed on a daily basis	1.96		%	1.23		%	0.94		%
Average interest rates, at December 31	1.96		%	1.23		%	1.14		%



ComEd
	2018			2017			2016
Average borrowings	$	154		$	200		$	256
Maximum borrowings outstanding	520			470			755
Average interest rates, computed on a daily basis	2.14		%	1.24		%	0.77		%
Average interest rates, at December 31	2.14		%	1.24		%	N/A

PECO
	2018			2017			2016
Average borrowings	$	68		$	2		$	—
Maximum borrowings outstanding	350			60			—
Average interest rates, computed on a daily basis	2.24		%	1.13		%	N/A
Average interest rates, at December 31	2.24		%	1.13		%	N/A

BGE
	2018			2017			2016
Average borrowings	$	65		$	54		$	143
Maximum borrowings outstanding	239			165			369
Average interest rates, computed on a daily basis	2.18		%	1.28		%	0.77		%
Average interest rates, computed at December 31	2.18		%	1.28		%	0.95		%



PHI Corporate
	2018			2017			2016
Average borrowings	N/A			N/A			$	153
Maximum borrowings outstanding	N/A			N/A			559
Average interest rates, computed on a daily basis	N/A			N/A			1.03		%
Average interest rates, computed at December 31	N/A			N/A			N/A

Pepco
	2018			2017			2016
Average borrowings	$	22		$	51		$	4
Maximum borrowings outstanding	90			197			73
Average interest rates, computed on a daily basis	2.24		%	1.06		%	0.71		%
Average interest rates, computed at December 31	2.24		%	1.06		%	0.90		%

DPL
	2018			2017			2016
Average borrowings	$	87		$	40		$	33
Maximum borrowings outstanding	245			216			116
Average interest rates, computed on a daily basis	2.07		%	1.48		%	0.68		%
Average interest rates, computed at December 31	2.07		%	1.48		%	N/A

ACE
	2018			2017			2016
Average borrowings	$	95		$	30		$	—
Maximum borrowings outstanding	210			133			5
Average interest rates, computed on a daily basis	2.21		%	1.43		%	0.65		%
Average interest rates, computed at December 31	2.21		%	1.43		%	N/A

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 expired on March 22, 2018. The loan agreement was renewed on March 22, 2018 and will expire on March 21, 2019. 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.

On May 23, 2018, ACE entered into two term loan agreements in the aggregate amount of $125 million, which expire on May 22, 2019. Pursuant to the term loan agreements, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.55% and all indebtedness thereunder is unsecured.

Credit Agreements

On January 5, 2016, Generation entered into a credit agreement establishing a $150 million bilateral credit facility. On January 4, 2019, the credit agreement was amended to extend its maturity from January 2019 to April 2021. 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, scheduled to mature in October of 2019. 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) aligned its financial covenant from debt to capitalization leverage ratio to interest coverage ratio. On May 26, 2018, each of the Registrants' respective syndicated revolving credit facilities had their maturity dates extended to May 26, 2023.

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. On January 4, 2019, the credit agreement was amended to extend its maturity from January 2019 to March 2021. This facility will solely be used by Generation to issue letters of credit.

On March 15, 2018, the credit agreement for a Generation bilateral credit facility of $30 million was amended to increase the overall facility size to $95 million, scheduled to mature in March of 2020. This facility will solely be used by Generation to issue letters of credit.

Borrowings under Exelon Corporate’s, Generation’s, ComEd’s, PECO’s, BGE's, Pepco's, DPL's and ACE's revolving 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. The adders for the prime based borrowings and LIBOR-based borrowings are presented in the following table:



	Exelon	Generation	ComEd	PECO	BGE	Pepco	DPL	ACE
Prime based borrowings	27.5	27.5	7.5	—	—	7.5	7.5	7.5
LIBOR-based borrowings	127.5	127.5	107.5	90.0	100.0	107.5	107.5	107.5

The maximum adders for prime rate borrowings and LIBOR-based rate borrowings are 90 basis points and 165 basis points, respectively. The credit agreements also require the borrower to pay a facility fee based upon the aggregate commitments. The fee varies depending upon the respective credit ratings of the borrower.

Each revolving credit agreement for Exelon, Generation, ComEd, PECO, BGE, Pepco, DPL and ACE 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 following table summarizes the minimum thresholds reflected in the credit agreements for the year ended December 31, 2018:

Exelon

Generation

ComEd

PECO

BGE

Pepco

DPL

ACE

Credit agreement threshold

2.50 to 1

3.00 to 1

2.00 to 1

At December 31, 2018, the interest coverage ratios at the Registrants were as follows:



	Exelon	Generation	ComEd	PECO	BGE	Pepco	DPL	ACE
Interest coverage ratio	7.34	10.99	7.34	8.14	9.77	5.98	7.03	5.06

An event of default under Exelon, Generation, ComEd, PECO or BGE's indebtedness will not constitute an event of default under any of the others’ 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 will constitute an event of default under the Exelon Corporate credit facility. An event of default under Pepco, DPL or ACE's indebtedness will not constitute an event of default with respect to the other PHI Utilities under the PHI Utilities' combined credit facility.

The absence of a material adverse change in Exelon's or PHI’s business, property, results of operations or financial condition is not a condition to the availability of credit under any of the borrowers' credit agreement. None of the credit agreements include any rating triggers.

Variable Rate Demand Bonds

DPL has outstanding obligations in respect of Variable Rate Demand Bonds (VRDB). VRDBs are subject to repayment on the demand of the holders and, for this reason, are accounted for as short-term debt in accordance with GAAP. However, bonds submitted for purchase are remarketed by a remarketing agent on a best efforts basis. PHI expects that any bonds submitted for purchase will be remarketed successfully due to the creditworthiness of the issuer and, as applicable, the credit support, and because the remarketing resets the interest rate to the then-current market rate. The bonds may be converted to a fixed-rate, fixed-term option to establish a maturity which corresponds to the date of final maturity of the bonds. On this basis, PHI views VRDBs as a source of long-term financing. As of both December 31, 2018 and December 31, 2017, $79 million in variable rate demand bonds issued by DPL were outstanding and are included in the Long-term debt due within one year in Exelon's, PHI's and DPL's Consolidated Balance Sheet.

Long-Term Debt

The following tables present the outstanding long-term debt at the Registrants as of December 31, 2018 and 2017:

Exelon



							Maturity Date	December 31,
	Rates						Maturity Date	2018			2017
Long-term debt
First mortgage bonds^(a)	1.70	%	-	7.90	%		2019 - 2048	16,496			15,197
Senior unsecured notes	2.45	%	-	7.60	%		2019 - 2046	11,285			11,285
Unsecured notes	2.40	%	-	6.35	%		2021 - 2048	2,900			2,600
Pollution control notes	2.50	%	-	2.70	%		2025 - 2036	435			435
Nuclear fuel procurement contracts				3.15	%		2020	39			82
Notes payable and other^(b)(c)	2.85	%	-	8.88	%		2019 - 2053	188			405
Junior subordinated notes				3.50	%		2022	1,150			1,150
Long-term software licensing agreement				3.95	%		2024	73			79
Unsecured Tax-Exempt Bonds	1.74	%	-	5.40	%	—	2024 - 2031	112			112
Medium-Terms Notes (unsecured)	7.61	%	-	7.72	%		2019 - 2027	22			26
Transition bonds				5.55	%		2023	59			90
Loan Agreement				2.00	%		2023	50			—
Nonrecourse debt:
Fixed rates	2.29	%	-	6.00	%		2031 - 2037	1,253			1,331
Variable rates^(f)				5.81	%		2019 - 2024	849			865
Total long-term debt								34,911			33,657
Unamortized debt discount and premium, net								(66		)	(57		)
Unamortized debt issuance costs								(216		)	(201		)
Fair value adjustment								795			865
Long-term debt due within one year^(e)								(1,349		)	(2,088		)
Long-term debt								$	34,075		$	32,176
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	%	-	7.50	%		2028	81			81
Subordinated debentures to PECO Trust IV				5.75	%		2033	103			103
Total long-term debt to financing trusts								390			390
Unamortized debt issuance costs								—			(1		)
Long-term debt to financing trusts								$	390		$	389

__________


(a)	Substantially all of ComEd’s assets other than expressly excepted property and substantially all of PECO’s, Pepco's, DPL's and ACE's assets are subject to the liens of their respective mortgage indentures.


(b)	Includes capital lease obligations of $36 million and $53 million at December 31, 2018 and 2017, respectively. Lease payments of $21 million, $5 million, $1 million, $1 million, less than $1 million, and $8 million will be made in 2019, 2020, 2021, 2022, 2023, and thereafter, respectively.


(c)	Includes financing related to Albany Green Energy, LLC (AGE). During the third quarter of 2017, Generation retired $228 million of its outstanding debt balance.


(d)	Amounts owed to these financing trusts are recorded as Long-term debt to financing trusts within Exelon’s Consolidated Balance Sheets.


(e)	In January 2019, $300 million of ComEd long-term debt due within one year was paid in full.


(f)	Excludes interest on CEU Upstream nonrecourse debt, see discussion below.

Generation



						Maturity Date	December 31,
	Rates					Maturity Date	2018			2017
Long-term debt
Senior unsecured notes	2.95	%	-	7.60	%	2019 - 2042	$	6,019		$	6,019
Pollution control notes	2.50	%	-	2.70	%	2025 - 2036	435			435
Nuclear fuel procurement contracts				3.15	%	2020	39			82
Notes payable and other^(a)(b)	2.85	%	-	7.83	%	2019 - 2024	164			223
Nonrecourse debt:
Fixed rates	2.29	%	-	6.00	%	2031 - 2037	1,253			1,331
Variable rates^(c)				5.81	%	2019 - 2024	849			865
Total long-term debt							8,759			8,955
Unamortized debt discount and premium, net							(6		)	(8		)
Unamortized debt issuance costs							(51		)	(60		)
Fair value adjustment							91			103
Long-term debt due within one year							(906		)	(346		)
Long-term debt							$	7,887		$	8,644

__________


(a)	Includes Generation’s capital lease obligations of $14 million and $18 million at December 31, 2018 and 2017, respectively. Generation will make lease payments of $7 million, $5 million, $1 million, and $1 million in 2019, 2020, 2021, and 2022, respectively. Lease payments of less than $1 million annually will be made from 2023 through expiration of the final capital lease in 2024.


(b)	Includes financing related to Albany Green Energy, LLC (AGE). During the third quarter of 2017, Generation retired $228 million of its outstanding debt balance.


(c)	Excludes interest on CEU Upstream nonrecourse debt, see discussion below.

ComEd



						Maturity Date	December 31,
	Rates					Maturity Date	2018			2017
Long-term debt
First mortgage bonds^(a)	2.15	%	-	6.45	%	2019 - 2048	$	8,179		$	7,529
Notes payable and other^(b)				7.49	%	2053	8			147
Total long-term debt							8,187			7,676
Unamortized debt discount and premium, net							(23		)	(23		)
Unamortized debt issuance costs							(63		)	(52		)
Long-term debt due within one year^(d)							(300		)	(840		)
Long-term debt							$	7,801		$	6,761
Long-term debt to financing trust^(c)
Subordinated debentures to ComEd Financing III				6.35	%	2033	$	206		$	206
Total long-term debt to financing trusts							206			206
Unamortized debt issuance costs							(1		)	(1		)
Long-term debt to financing trusts							$	205		$	205

__________


(a)	Substantially all of ComEd’s assets, other than expressly excepted property, are subject to the lien of its mortgage indenture.


(b)	Includes ComEd’s capital lease obligations of $8 million at both December 31, 2018 and 2017, respectively. Lease payments of less than $1 million annually will be made from 2019 through expiration at 2053.


(c)	Amount owed to this financing trust is recorded as Long-term debt to financing trust within ComEd’s Consolidated Balance Sheets.


(d)	In January 2019, the $300 million balance was paid in full.

PECO



						Maturity Date	December 31,
	Rates					Maturity Date	2018			2017
Long-term debt
First mortgage bonds^(a)	1.70	%	-	5.95	%	2021 - 2048	$	3,075		$	2,925
Loan Agreement				2.00	%	2023	50			0
Total long-term debt							3,125			2,925
Unamortized debt discount and premium, net							(18		)	(5		)
Unamortized debt issuance costs							(23		)	(17		)
Long-term debt due within one year							—			(500		)
Long-term debt							$	3,084		$	2,403
Long-term debt to financing trusts^(b)
Subordinated debentures to PECO Trust III	7.38	%	-	7.50	%	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)	Amounts owed to this financing trust are recorded as Long-term debt to financing trusts within PECO’s Consolidated Balance Sheets.

BGE



						Maturity Date	December 31,
	Rates					Maturity Date	2018			2017
Long-term debt
Unsecured notes	2.40	%	-	6.35	%	2021 - 2048	2,900			2,600
Total long-term debt							2,900			2,600
Unamortized debt discount and premium, net							(6		)	(6		)
Unamortized debt issuance costs							(18		)	(17		)
Long-term debt							$	2,876		$	2,577

PHI



						Maturity Date	December 31,
	Rates					Maturity Date	2018			2017
Long-term debt
First mortgage bonds^(a)	1.81	%	-	7.90	%	2021 - 2048	$	5,242		$	4,743
Senior unsecured notes				7.45	%	2032	185			185
Unsecured Tax-Exempt Bonds	1.74	%	-	5.40	%	2024 - 2031	112			112
Medium-terms notes (unsecured)	7.61	%	-	7.72	%	2019 - 2027	22			26
Transition bonds^(b)				5.55	%	2023	59			90
Notes payable and other^(c)	7.28	%	-	8.88	%	2019 - 2022	16			33
Total long-term debt							5,636			5,189
Unamortized debt discount and premium, net							4			5
Unamortized debt issuance costs							(14		)	(6		)
Fair value adjustment							633			686
Long-term debt due within one year							(125		)	(396		)
Long-term debt							$	6,134		$	5,478

__________


(a)	Substantially all of Pepco's, DPL's, and ACE's assets are subject to the lien of its respective mortgage indenture.


(b)	Transition bonds are recorded as part of Long-term debt within ACE's Consolidated Balance Sheets.


(c)	Includes Pepco's capital lease obligations of $14 million and $27 million at December 31, 2018 and 2017, respectively.

Pepco



						Maturity Date	December 31,
	Rates					Maturity Date	2018			2017
Long-term debt
First mortgage bonds^(a)	3.05	%	-	7.90	%	2022 - 2048	$	2,735		$	2,535
Notes payable and other^(b)	7.28	%	-	8.88	%	2019 - 2022	16			35
Total long-term debt							2,751			2,570
Unamortized debt discount and premium, net							2			2
Unamortized debt issuance costs							(34		)	(32		)
Long-term debt due within one year							(15		)	(19		)
Long-term debt							$	2,704		$	2,521

__________


(a)	Substantially all of Pepco's assets are subject to the lien of its respective mortgage indenture.


(b)	Includes capital lease obligations of $14 million and $27 million at December 31, 2018 and 2017, respectively. Lease payments of $14 million will be made in 2019.

DPL



						Maturity Date	December 31,
	Rates					Maturity Date	2018			2017
Long-term debt
First mortgage bonds^(a)	1.81	%	-	4.27	%	2023 - 2048	$	1,370		$	1,171
Unsecured Tax-Exempt Bonds	1.74	%	-	5.40	%	2024 - 2031	112			112
Medium-terms notes (unsecured)	7.61	%	-	7.72	%	2019 - 2027	22			26
Total long-term debt							1,504			1,309
Unamortized debt discount and premium, net							2			2
Unamortized debt issuance costs							(12		)	(11		)
Long-term debt due within one year							(91		)	(83		)
Long-term debt							$	1,403		$	1,217

__________


(a)	Substantially all of DPL's assets are subject to the lien of its respective mortgage indenture.

ACE



						Maturity Date	December 31,
	Rates					Maturity Date	2018			2017
Long-term debt
First mortgage bonds^(a)	3.38	%	-	6.80	%	2021 - 2036	$	1,137		$	1,037
Transition bonds^(b)				5.55	%	2023	59			90
Total long-term debt							1,196			1,127
Unamortized debt discount and premium, net							(1		)	(1		)
Unamortized debt issuance costs							(7		)	(5		)
Long-term debt due within one year							(18		)	(281		)
Long-term debt							$	1,170		$	840

__________


(a)	Substantially all of ACE's assets are subject to the lien of its respective mortgage indenture.


(b)	Maturities of ACE's Transition Bonds outstanding at December 31, 2018 are $18 million in 2019, $20 million in 2020 and $21 million in 2021.

Long-term debt maturities at Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE in the periods 2019 through 2023 and thereafter are as follows:



Year	Exelon			Generation		ComEd			PECO			BGE		PHI		Pepco		DPL		ACE
2019	$	1,349		$	906	$	300		$	—		$	—	$	125	$	15	$	91	$	18
2020	3,528			2,108		500			—			—		20		—		—		20
2021	1,511			1		350			300			300		261		1		—		260
2022	3,084			1,024		—			350			250		310		310		—		—
2023	850			—		—			50			300		500		—		500		—
Thereafter	24,979		^(a)	4,720		7,243		^(b)	2,609		^(c)	2,050		4,420		2,425		913		898
Total	$	35,301		$	8,759	$	8,393		$	3,309		$	2,900	$	5,636	$	2,751	$	1,504	$	1,196

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(a)	Includes $390 million due to ComEd and PECO financing trusts.


(b)	Includes $206 million due to ComEd financing trust.


(c)	Includes $184 million due to PECO financing trusts.

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 used debt remarketing proceeds towards settling the forward equity purchase contract with Exelon on June 1, 2017. Exelon issued approximately 33 million shares of common stock from treasury stock and received $1.15 billion upon settlement of the forward equity purchase contract. When reissuing treasury stock Exelon uses the average price paid to repurchase shares to calculate a gain or loss on issuance and records gains or losses directly to retained earnings. A loss on reissuance of treasury shares of $1.05 billion was recorded to retained earnings as of December 31, 2017. See Note 20 — Earnings Per Share for additional information on the issuance of common stock.

Nonrecourse Debt

Exelon and Generation have issued nonrecourse debt financing, in which approximately $2.9 billion of generating assets have been pledged as collateral at December 31, 2018. Borrowings under these agreements are secured by the assets and equity of each respective project. The lenders do not have recourse against Exelon or Generation in the event of a default. If a specific project financing entity does not maintain compliance with its specific nonrecourse debt financing covenants, there could be a requirement to accelerate repayment of the associated debt or other borrowings earlier than the stated maturity dates. In these instances, if such repayment was not satisfied, the lenders or security holders would generally have rights to foreclose against the project-specific assets and related collateral. The potential requirement to satisfy its associated debt or other borrowings earlier than otherwise anticipated could lead to impairments due to a higher likelihood of disposing of the respective project-specific assets significantly before the end of their useful lives.

Denver Airport. In June 2011, Generation entered into a 20-year, $7 million solar loan agreement to finance a solar construction project in Denver, Colorado. The agreement is scheduled to mature on June 30, 2031. The agreement bears interest at a fixed rate of 5.50% annually with interest payable annually. As of December 31, 2018, $6 million was outstanding.

CEU Upstream. 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. 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.

In December 2016, substantially all of the Upstream natural gas and oil exploration and production assets were sold for $37 million. The proceeds were used to reduce the debt balance by $31 million. The remaining proceeds of $6 million were being held in escrow. In addition, during 2016, $15 million of the debt was repaid using CEU Holding’s cash, resulting in an outstanding debt balance of $22 million at December 31, 2016. During 2017, additional assets were sold for $1 million and the remaining $6 million in escrow was released and applied to the debt balance resulting in an outstanding amount of $15 million at December 31, 2017. Upon final resolution, CEU Holdings will be released of its obligations regardless of the amount of asset sale proceeds received. The ultimate resolution of this matter has no direct effect on any Exelon or Generation credit facilities or other debt of an Exelon entity. At December 31, 2018, the outstanding debt balance of $15 million was classified within Long term debt due within one year in Exelon’s and Generation’s Consolidated Balance Sheets. See Note 5 — Mergers, Acquisitions and Dispositions and Note 7 — Impairment of Long-Lived Assets and Intangibles for additional information.

Holyoke Solar Cooperative. In October 2011, Generation entered into a 20-year, $11 million solar loan agreement related to a solar construction project in Holyoke, Massachusetts. The agreement is scheduled to mature on December 2031. The agreement bears interest at a fixed rate of 5.25% annually with interest payable monthly. As of December 31, 2018, $8 million was outstanding.

Antelope Valley Solar Ranch One. In December 2011, the DOE Loan Programs Office issued a guarantee for up to $646 million for a nonrecourse loan from the Federal Financing Bank to support the financing of the construction of the Antelope Valley facility. The project became fully operational in 2014. The loan will mature on January 5, 2037. Interest rates on the loan were fixed upon each advance at a spread of 37.5 basis points above U.S. Treasuries of comparable maturity. The advances were completed as of December 31, 2015 and the outstanding loan balance will bear interest at an average blended interest rate of 2.82%. As of December 31, 2018, $508 million was outstanding. In addition, Generation has issued letters of credit to support its equity investment in the project. As of December 31, 2018, Generation had $38 million in letters of credit outstanding related to the project. In 2017, Generation’s interests in Antelope Valley were also contributed to and are pledged as collateral for the EGR IV financing structure referenced below.

Continental Wind. In September 2013, Continental Wind, LLC (Continental Wind), an indirect subsidiary of Exelon and Generation, completed the issuance and sale of $613 million senior secured notes. 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 667MW. The net proceeds were distributed to Generation for its general business purposes. The notes are scheduled to mature on February 28, 2033. The notes bear interest at a fixed rate of 6.00% with interest payable semi-annually. As of December 31, 2018, $479 million was outstanding.

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, 2018, the Continental Wind letter of credit facility had $114 million in letters of credit outstanding related to the project.

In 2017, Generation’s interests in Continental Wind were contributed to EGRP. Refer to Note 2 - Variable Interest Entities for additional information on EGRP.

ExGen Texas Power. 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 was scheduled to mature on September 18, 2021. 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.

On May 2, 2017, as a result of the negative impacts of certain market conditions and the seasonality of its cash flows, EGTP entered into a consent agreement with its lenders, which permitted EGTP to draw on its revolving credit facility and initiate an orderly sales process of its assets. On November 7, 2017, the debtors filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. As a result, Exelon and Generation deconsolidated the nonrecourse senior secured term loan, the revolving credit facility, and the interest rate swaps from their consolidated financial statements as of December 31, 2017. Due to their nonrecourse nature, these borrowings are secured solely by the assets of EGTP and its subsidiaries.

The Chapter 11 bankruptcy proceedings were finalized on April 17, 2018, resulting in the ownership of EGTP assets (other than the Handley Generating Station) being transferred to EGTP's lenders. See Note 5 — Mergers, Acquisitions and Dispositions for additional information on EGTP.

Renewable Power Generation. In March 2016, RPG, an indirect subsidiary of Exelon and Generation, issued $150 million aggregate principal amount of a nonrecourse senior secured notes. The net proceeds were distributed to Generation for paydown of long term debt obligations at Sacramento PV Energy and Constellation Solar Horizons and for general business purposes. The loan is scheduled to mature on March 31, 2035. The term loan bears interest at a fixed rate of 4.11% payable semi-annually. As of December 31, 2018, $115 million was outstanding.

In 2017, Generation’s interests in Renewable Power Generation were contributed to EGRP. Refer to Note 2 - Variable interest Entities for additional information on EGRP.

SolGen. In September 2016, SolGen, LLC (SolGen), an indirect subsidiary of Exelon and Generation, issued $150 million aggregate principal amount of a nonrecourse senior secured notes. The net proceeds were distributed to Generation for general business purposes. The loan is scheduled to mature on September 30, 2036. The term loan bears interest at a fixed rate of 3.93% payable semi-annually. As of December 31, 2018, $137 million was outstanding. In 2017, Generation’s interests in SolGen were also contributed to and are pledged as collateral for the EGR IV financing structure referenced below.

ExGen Renewables IV. In November 2017, EGR IV, an indirect subsidiary of Exelon and Generation, entered into an $850 million nonrecourse senior secured term loan credit facility agreement. Generation’s interests in EGRP, Antelope Valley, SolGen, and Albany Green Energy were all contributed to and are pledged as collateral for this financing. The net proceeds of $785 million, after the initial funding of $50 million for debt service and liquidity reserves as well as deductions for original discount and estimated costs, fees and expenses incurred in connection with the execution and delivery of the credit facility agreement, were distributed to Generation for general corporate purposes. The $50 million of debt service and liquidity reserves was treated as restricted cash in Exelon’s and Generation’s Consolidated Balance Sheets and Consolidated Statements of Cash Flows. The loan is scheduled to mature on November 28, 2024. The term loan bears interest at a variable rate equal to LIBOR + 3%, subject to a 1% LIBOR floor with interest payable quarterly. As of December 31, 2018, $834 million was outstanding. In addition to the financing, EGR IV entered into interest rate swaps with an initial notional amount of $636 million at an interest rate of 2.32% to manage a portion of the interest rate exposure in connection with the financing. See Note 2 - Variable interest Entities for additional information on EGRP.