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 as of March 31, 2019 and December 31, 2018. Generation and PECO had no commercial paper borrowings as of both March 31, 2019 and December 31, 2018.



	Outstanding Commercial Paper at				Average Interest Rate on Commercial Paper Borrowings as of
Commercial Paper Issuer	March 31, 2019		December 31, 2018		March 31, 2019		December 31, 2018
Exelon	$	629	$	89	2.63	%	2.15	%
ComEd	322		—		2.64	%	2.14	%
BGE	106		35		2.59	%	2.18	%
PHI	201		54		2.62	%	2.15	%
PEPCO	105		40		2.62	%	2.24	%
DPL	5		—		2.61	%	2.07	%
ACE	91		14		2.62	%	2.21	%

See Note 13— Debt and Credit Agreements of the Exelon 2018 Form 10-K for additional information on the Registrants’ credit facilities.

Short-Term Loan Agreements

On March 23, 2017, Exelon Corporate entered into a term loan agreement for $500 million, which was renewed on March 22, 2018 with an expiration of March 21, 2019. The loan agreement was renewed on March 20, 2019 and will expire on March 19, 2020. 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. The loan agreement is reflected in Exelon's Consolidated Balance Sheet within Short-Term borrowings.

Credit Agreements

On February 21, 2019, Generation entered into a credit agreement establishing a $100 million bilateral credit facility. The facility will mature in March 2021. This facility will solely be used by Generation to issue letters of credit.

Long-Term Debt

Issuance of Long-Term Debt

During the three months ended March 31, 2019, the following long-term debt was issued:

Company

Type

Interest Rate

Maturity

Amount

Use of Proceeds

Generation

Energy Efficiency Project Financing

3.95

August 31, 2020

Funding to install energy conservation measures for the Fort Meade project.

ComEd

First Mortgage Bonds, Series 126

4.00

March 1, 2049

400

Repay a portion of ComEd’s outstanding commercial paper obligations and fund other general corporate purposes.

Debt Covenants

As of March 31, 2019, the Registrants are in compliance with debt covenants, except for Antelope Valley's nonrecourse debt event of default as discussed below.

Nonrecourse Debt

Exelon and Generation have issued nonrecourse debt financing. 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.

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. As of March 31, 2019, $502 million was outstanding. 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.

Antelope Valley sells all of its output to Pacific Gas and Electric Company (PG&E) through a PPA. On January 29, 2019, PG&E filed for protection under Chapter 11 of the U.S. Bankruptcy Code, which created an event of default for Antelope Valley’s nonrecourse debt that provides the lender with a right to accelerate amounts outstanding under the loan such that they would become immediately due and payable. As a result of the ongoing event of default and the absence of a waiver from the lender foregoing their acceleration rights, the debt was reclassified as current in Exelon’s and Generation’s Consolidated Balance Sheets as of March 31, 2019. Further, distributions from Antelope Valley to EGR IV are currently suspended.

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 loan is scheduled to mature on November 28, 2024. As of March 31, 2019, $834 million was outstanding.

Although Antelope Valley’s debt is in default, it is nonrecourse to EGR IV. However, if in the future Antelope Valley were to file for bankruptcy protection as a result of events culminating from PG&E’s bankruptcy proceedings this would represent an event of default for EGR IV’s debt that would provide the lender with an opportunity to accelerate EGR IV’s debt.

See Note 13— Debt and Credit Agreements of the Exelon 2018 Form 10-K for additional information on nonrecourse debt.