ML13360A200

Response to NRCs Request for Additional Information Regarding Application for Order Approving Transfer of Operating Authority and Conforming License Amendments

ML13360A200
Person / Time
Site:	Calvert Cliffs, Nine Mile Point, Ginna
Issue date:	12/17/2013
From:	Spina J Constellation Energy Nuclear Group, EDF Group, Exelon Generation Co
To:	Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
Shared Package
ML13364A323	List: ML13360A200
References
Download: ML13360A200 (60)

Text

INCLUDES PROPRIETARY INFORMATION WITHHOLD UNDER 10 CFR 2.390 James A. Spina VP-Corporate Site Operations Office 410-470-5203 Fax 410-470-6305 E-mail: James.Spina@cengllc.com Exelon.

Generation CENG.

a joint venture of OE-nW

-eDF 10 CFR 50.80 10 CFR 50.90 10 CFR 72.50 December 17, 2013 U.S. Nuclear Regulatory Commission Washington, DC 20555-0001 ATTENTION:

SUBJECT:

Document Control Desk Calvert Cliffs Nuclear Power Plant, Units 1 and 2 Renewed Facility Operating License Nos. DPR-53 and DPR-69 Docket Nos. 50-317 and 50-318 Calvert Cliffs Independent Spent Fuel Storage Installation Materials License No. SNM-2505 Docket No. 72-8 Nine Mile Point Nuclear Station, Units 1 and 2 Renewed Facility Operating License Nos. DPR-63 and NPF-69 Docket Nos. 50-220 and 50-410 Nine Mile Point Nuclear Station, Independent Spent Fuel Storage Installation General License Docket No. 72-1036 R.E. Ginna Nuclear Power Plant Renewed Facility Operating License No. DPR-1 8 Docket No. 50-244 R.E. Ginna Independent Spent Fuel Storage Installation General License Docket No. 72-67 Response to NRC's Request for Additional Information Regarding Application for Order Approving Transfer of Operating Authority and Conforming License Amendments Constellation Energy Nuclear Group, LLC 100 Constellation Way, Suite 200C, Baltimore, MD 21202 UNRESTRICTED UPON REMOVAL OF ATTACHMENTS 4A and 5A

[A ~-A52~

~ ~jt~5s

Document Control Desk December 17, 2013 Page 2

REFERENCES:

(a)

Letter from N. S. Morgan (NRC) to M. G. Korsnick (CENG) and B. P.

Wright (Exelon), dated December 5, 2013 Calvert Cliffs Nuclear Power Plant, Unit Nos. I and 2, Nine Mile Point Nuclear Station, Unit Nos. I and 2, and R. E. Ginna Nuclear Power Plant-Request for Additional Information Regarding Order Approving Direct Transfer of Renewed Facility Operating Licenses and Conforming Amendments (TAC No.

MF2584, MF2585, MF2586, MF2587, and MF2588) (ML13337A390)

(b)

Letter from M. G. Korsnick (CENG) and B. P. Wright (Exelon) to Document Control Desk (NRC), dated August 6, 2013, Application for Order Approving Transfer of Operating Authority and Conforming License Amendments (MLI 3232A1 56)

The purpose of this letter is to provide the response of Constellation Energy Nuclear Group, LLC, acting on behalf of itself, Exelon Generation Company, LLC, and its subsidiary licensees, Calvert Cliffs Nuclear Power Plant, LLC, Nine Mile Point Nuclear Station, LLC and R.E. Ginna Nuclear Power Plant, LLC, to the Nuclear Regulatory Commission's request for additional information (Reference a) regarding the Application for Order Approving Transfer of Operating Authority and Conforming License Amendments (Reference b). Responses to the requests for additional information are provided in Attachment (1) along with supplemental information provided as Attachments (2) through (5).

Please note that Attachments (4A) and (5A), are being provided in a separately-bound proprietary enclosure. Attachments (4A) and (5A) contain confidential and proprietary information and thus we request that these attachments be withheld from public disclosure pursuant to 10 CFR §§ 2.390(a)(4) and 9.17(a)(4).

Attachments (4) and (5) are provided as non-proprietary versions suitable for public disclosure. An affidavit supporting the request for withholding Attachments (4A) and (5A) from public disclosure is provided as Attachment (6).

This correspondence does not contain any regulatory commitments.

If there are any questions regarding this transmittal, please contact Bruce Montgomery at (443)-532-6533.

I declare under penalty of perjury that the foregoing is true and correct. Executed on December 17, 2013.

Sincerel J

es A. Spina JAS/EMT/bjd Z

Attachments:

(1)

(2)

(3)

(4)

(5)

(6)

Response to NRC Request for Additional Information Credit Rating Agency Reports Existing Executed Support Agreements Additional Financial Information (Non-Proprietary Version)

Wood Mackenzie Projections (Non-Proprietary Version) 10 CFR 2.390 Affidavit of Mary G. Korsnick

Document Control Desk December 17, 2013 Page 3 Proprietary Attachments:

(4A)Additional Financial Information (Proprietary Version)

(5A) Wood Mackenzie Projections (Proprietary Version) cc:

(With Attachments 4A and 5A)

NRC Project Manager, Calvert Cliffs NRC Project Manager, Ginna NRC Project Manager, Nine Mile Point Regional Administrator, NRC Region I Susan Uttal, NRC Office of General Counsel Thomas Fredrichs, Senior Level Advisor for Financial Matters, NRR (Without Attachments 4A and 5A) '

USNRC, Director, Office of Nuclear Reactor Regulation USNRC, Director, Office of Nuclear Material Safety and Safeguards NRC Resident Inspector - Calvert Cliffs NRC Resident Inspector - Nine Mile Point NRC Resident Inspector - R.E. Ginna S. Gray, Maryland DNR A. L. Peterson, NYSERDA B. Frymire, NYSDPS

ATTACHMENT (1)

RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION Constellation Energy Nuclear Group, LLC December 17, 2013

ATTACHMENT (1)

RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION For convenience of the reader, references are placed at the end of this attachment.

Requested Information 1: Financial Oualifications In accordance with 10 CFR 50.33(0t(2), the Applicants provided financial information on Constellation and the licensees to demonstrate that they possess, or have reasonable assurance of obtaining the finds necessarv to cover the projected operating costs of Calvert Cliffs, Calvert Cliffs ISFSI, Ginna, Ginna ISFSI, NMP 1, and a pro rata share of the estimated operating costs of NMP 2 associated with a total 82% undivided ownership interest for the period of their respective licenses.

Based on the application, Constellation states that it currently "maintains a cash pooling arrangement with an Inter-Company Credit Agreement that provides an additional vehicle for managing the working capital needs of the Licensees" This cash pooling arrangement was reviewed by the NRC in connection with the indirect license transfer related to corporate restructuring in 2011.

Under 10 CFR 50.33(l) a non-utility applicant must provide information sufficient to demonstrate its financial qualifications to carry out the activities for which the license is being sought. In addition, per NUREG 15 77, Rev. 1, the reviewer "will also consider relevant-financial information (i.e., injbrmation on cash or cash equivalents that would be sufficient to pay fixed operating costs during an outage of at least 6 months... and any other relevant factors)."

Finally, 10 CFR 50.33W((4) states, in part:

The Commission may request an established entity or newly-formed entity to submit additional or more detailed information respecting its financial arrangements.... [T]his may include information regarding a licensee's ability to continue the conduct of the activities authorized by the license...

License transfer financial qualification reviews provide an opportunity jbr NRC staff to review and ultimately address any new financial qualification concerns. The finding of reasonable assurance that funds will be available to cover estimated operating costs for the period of the license relies on the applicant providing sufficient information regarding availability of credit or support agreeqzents, bank lines of credit or other specifically identified sources of funds, sufficient to fund the estimated fixed operating and maintenance costs the period of the license.

Based on the information provided in the application, provide the following additional information, pursuant to 50.33(l) regarding financial qualification:

a. Provide the amount offunds currently available under the cash pooling arrangement. Also, state whether Exelon, or who will have the authority, and will have the ability to modify the existing cash pooling arrangement andfuture financial support agreements.

Response

As noted in Reference 1, Constellation Energy Nuclear Group, LLC (CENG) continues to maintain an effective and efficient stand-alone cash pooling structure in which the individual Owner Licensees are able to finance their working capital needs. Pursuant to Section 6.3 of the Fourth Amended and Restated CENG Operating Agreement, ("LLC Agreement") and the definition of "Designated Available Cash" in Article I of the that agreement, Exelon Generation and EDF Inc. (EDF) have agreed that CENG will target maintaining a $125 million net surplus cash position on an on-going consolidated basis, after taking into account any borrowed or invested cash positions from the individual Owner Licensees,. Exelon I of 7

ATTACHMENT (1)

RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION Generation does not have independent authority to change the cash pooling arrangements, which have been fully executed and which continue to remain in full force. However, Exelon Generation controls CENG and its subsidiaries subject to the terms of the LLC Agreement. Changes to the financial Support Agreements require prior notice to the NRC pursuant to Section 9 of the Support Agreements (Attachment 3).

Reference I requests approval of the transfer of operating authority to Exelon Generation Company, LLC (Exelon Generation) for the licenses currently held by Exelon Generation's subsidiary licensees, Calvert Cliffs Nuclear Power Plant, LLC, Nine Mile Point Nuclear Power Station, LLC, and R.E. Ginna Nuclear Power Plant, LLC. These entities (the Owner Licensees) will retain their licensed ownership interests in the licensed facilities and their responsibility to pay the operating costs and decommissioning expenses for the licensed facilities.

In the past, the NRC has determined that an operator licensee, such as Exelon Generation in this instance, must demonstrate its financial qualifications to assume the responsibility for operating authority, but that it may do so by showing that it will receive funding from the Owner Licensees, under circumstances where owner licensees remain financially qualified to fund the operation of the facilities.

See, e.g.,

Northern States Power Company (Monticello Nuclear Generating Plant, et al.), CLI-00-14, 52 NRC 37, 48-51 (2000) (Nuclear Management Company's financial qualifications demonstrated through contractual arrangements to obtain funding from owner licensee).

In Reference 2, the NRC staff independently evaluated the financial qualifications of the licensed operator, Entergy Nuclear Operations, Inc. (ENO), in Section 4.0.7 of the Safety Evaluation regarding an indirect license transfer in connection with the Enexus Restructuring Transaction, where ENO relied solely upon receiving revenue from the owner licensees of the facilities.

The NRC staff's Safety Evaluation on Page 13 concluded:

ENO will receive the revenue necessary to operate and maintain all the facilities, including decommissioning funds to pay for such expenses, from the entities licensed to own the facilities pursuant to current operating agreements and intra-corporate arrangements.

Thus, ENO will rely upon the financial qualifications of the licensed owners of the facilities, because these entities will be financially responsible for the operation and decommissioning of the units.

For purposes of reviewing the pending application, the NRC staff can conclude that Exelon Generation is financially qualified to assume operating authority based upon the financial qualifications of the Owner Licensees, which remain unchanged. In addition, Exelon Generation is an established entity in its own right, and is financially qualified to assume operating authority even without relying upon the obligations of the owner licensees to fund operation. Exelon Generation's substantial revenues and net income from its nuclear generating operations, non-nuclear generating operations, and other operations such as power marketing are reflected in the five year pro forma financial projections provided in Attachment (6A) to Reference I. These projections reflect Exelon Generation's annual revenues exceeding $20 billion per year and annual operating income exceeding $1 billion per year. Substantial weight should be afforded Exelon Generation's independent financial qualifications to assume operating authority for these facilities.

Significantly, Exelon Generation maintains investment grade credit ratings for its senior unsecured debt from Fitch, Moody's and Standard and Poors ("S&P"). Copies of the most recent Fitch, Moody's and S&P Reports for Exelon Generation are provided as Attachment (2). The applicable NRC guidance in NUREG-1577, Rev. I, "Standard Review Plan on Power Reactor Licensee Financial Qualifications and 2 of 7

ATTACHMENT (1)

RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION Decommissioning Funding Assurance," provides:

If applicable, the reviewer will also use information from Moody's. Standard and Poors, and Value Line or other widely accepted rating organizations to assist in his or her review. If a license applicant has an "investment-grade" rating or equivalent from at least two of these sources.... the reviewer willfind such applicants financially qualified.

Section 1II.lb (Page 5) (emphasis added). Thus, under the relevant guidance, the investment grade credit ratings maintained by Exelon Generation are sufficient taken alone to conclude that the Applicants are financially qualified, because Exelon Generation will be named as the operating licensee on each license with full responsibility for nuclear safety and security at these facilities.

b. Provide copies of the current executed support agreements between Constellation and the Subsidiary Licensees, and E.D.F. International SAS (EDFI) and the Subsidiary Licensees for the NRC staffs review, in amounts that will cover estimated fixed operating and maintenance (O&M) expenses for outages for at least 12 months. According to the application, Exelon and EDFI, EDF Inc's direct parent company, currently maintain support agreements with the Owner-Licensees in the amount of $350 million.

Response

Copies of the executed support agreements between subsidiary owner licensee companies and the two companies providing financial support, Exelon Generation and EDF International SAS, are provided as Attachment (3).

EDF International SAS is the successor in interest to EDF International SA, which executed the support agreement dated November 9, 2009. Notice was provided in Reference 3 regarding the conversion of EDF International SA to EDF International SAS. EDF International SAS changed its corporate form (similar to conversion of a corporation to a limited liability company), but remains subject to the rights and obligations of EDF International SA by operation of law.

The projected fixed operating and maintenance (O&M) expenses for each of the facilities subject to the pending license transfer request are reflected in the proprietary Attachment (6A) of Reference 1.

Specifically, the amounts allocable to "fixed" O&M are those amounts reflected in the line items "O&M, Non-Outage," "O&M Refueling Outage," and "Property Taxes," consistent with the same methodology used to derive the $350 million in parent company financial support that was provided in connection with the indirect license transfers reviewed in Reference 2. Thus, the $350 million in existing parental support agreements remains adequate to fund the fixed O&M expenses for simultaneous outages at any two of the three sites for more than six months and simultaneous outages for all three sites for approximately five-six months.

In addition, each of the subsidiary owner licensee companies has access to the cash pooling arrangements described above in response to RAII.a. Finally, Exelon Generation itself has substantial resources, and therefore, it has sufficient funding available to pay the fixed O&M expenses of the three CENG sites for outages for more than 12 months.

c. Provide a breakdown and supporting documentation for the reported revenue, including price per megawatt-hour (MWh) amount of megawatts, and capacity factor. The revenue projection should be broken out as follows:

i.

Total Plant MWh capacity ii. Projected Capacity Factor iii. Average Contract Price per MWh iv. Average Market Price per MWh 3 of 7

ATTACHMENT (1)

RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION

v.

Power Sales - Contract vi. Power Sales - Market vii Total Revenue Additionally, provide the listed fuel costs per unit under O&M. and provide the revised revenues which should not be net of any list costs.

Response

Response to this RATI.c requires submittal of financial information that is considered confidential and proprietary. Therefore, this information is being provided in a separately bound Attachment (4A), and applicants request that this attachment be withheld from public disclosure pursuant to 10 CFR §§ 2.390(a)(4 ) and 9.17(a)(4). Attachment (4) is provided as a non-proprietary version suitable for public disclosure. An affidavit supporting the request for withholding Attachment (4A) from public disclosure is provided as Attachment (6).

d. Provide revised pro-formas to include the scenario where EDF exercises its put option at the earliest possible time permitted by the agreement.

Response

The exercise of the put option by EDF will not affect the five year financial pro formas for the Owner Licensees that were previously submitted as Attachment (6A) to Reference 1, because the payment obligations relating to the put option are the responsibility of Exelon Generation. However, the pro formas for Exelon Generation would be impacted, because it would assume ownership of EDF's 49.99%

share of CENG, thereby eliminating the Net Income (Loss) Attributable to Noncontrolling Interest amounts reflected in the pro formas for the Owner Licensees.

In addition, Exelon Generation's pro formas would be impacted by the expense associated with acquiring EDF's 49.99% interest. Revised pro formas for Exelon Generation are provided in the proprietary Attachment (4A) to reflect the impact of the put option being exercised at the earliest possible time.

e. State whether pro-forma income statements include the loan provided from Exelon to Constellation. If so, please indicate where this source offunds is utilized.

Response

The loan provided by Exelon Generation to CENG does not impact the pro formas for the Owner Licensees, because the debt is held by CENG.

The Exelon Generation pro formas provided in Attachment (6A) of Reference 1 already account for the impact of the loan, which affects Exelon Generation's consolidated financial results.

f On September 3, 2013, Federal Energy Regulatory Commission (FERC) issued an Order approving Exelon and subsidiaries' petition.for a Declaratory Order requesting that FERC find that section 305(a) of the Federal Power Act (FPA) is not a bar to the payment of dividends from certain capital accounts firom Constellation subsidiaries (Acquired Subsidiaries).

The Order stated:

Applicants [Exelon and subsidiaries] explain that the purpose of this petition is to obtain a determination from the Commission that section 305(a) of the FPA does not prohibit: (7) the Acquired Subsidiaries [Constellation subsidiaries] from 4 of 7

ATTACHMENT (1)

RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION paying dividends to their parent company, Exelon Generation, from their respective capital accounts in equal measure to the finds that were recorded as retained earnings at the close of the Merger; and (2) Exelon Generation from, in turn, paving dividends to its parent company, Exelon Ventures, firom its capital accounts to the extent that Exelon Generation has received dividends from any of the Legacy Constellation Subsidiaries paid out of funds recorded as miscellaneous paid-in capital. Applicants state that granting its petition will enable Exelon to move excess cash out of the Acquired Subsidiaries and Exelon Generation to allow the use of this cash elsewhere in the Exelon system. Otherwise, Applicants assert that significant corporate funds could be stranded on the books of the Applicants and rendered unavailable for legitimate corporate purposes.

The NRC has previously expressed concern that corporate restructuring can lead to a diminution of assets necessary for the safe operation and decommissioning of a licensee's nuclear power plant (62 FR 44071), and has previously conditioned license transfer approvals upon a requirement that the licensee not transfer significant assets from the licensee without first notifying the NRC.

Please explain if the Exelon's removal of assets fr'om the Constellation subsidiaries will impact the safe operation of the Constellation plants or decommissioning funding assurance.

Response

The plans for payment of dividends were taken into account in the preparation of the pro forma financial statements provided in Attachment (6A) of Reference 1. The proforma financial statements in Reference 1, which take into account the plans for payment of dividends, confirm that the Applicants, Exelon Generation and the Owner Licensees, have substantial resources to meet their obligations. Moreover, the Applicants are committed to maintaining the funding resources necessary to assure that the management of dividends and other resources has no adverse impact on the safe operation of any licensed nuclear facilities. Decommissioning funding assurance for the Owner Licensees is maintained by existing prepaid funds segregated from their other assets into nuclear decommissioning trusts that are outside the administrative control of the licensees in compliance with 10 CFR 50.75(e)(1)(i). Exelon Generation and EDF have committed to assuring that the Owner Licensees maintain adequate liquidity to support their funding needs, and Exelon Generation is committed to maintaining its independent investment grade credit rating.

5 of 7

ATTACHMENT (1)

RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION Requested Information 2: Financial Qualifications In its Februaty 22, 2013, 1OK filing with the Securities and Exchange Commission, Exelon stated the following (page 18):

As part of reaching a comprehensive agreement with EDF in October 2010, the existing power purchase agreements with [Constellation Energy Nuclear Group, LLC]

CENG were modified to be unit-contingent through the end of their original term in 2014. Under these agreements, CENG has the ability to fix the energy price on a forward basis by entering into monthly energy hedge transactions for a portion of the future sale, while any unhedged portions will be provided at market prices by default.

Additionally, beginning in 2015 and continuing to the end of the life of the respective plants, Generation agreed to purchase 50.01% of the available output of CENG's nuclear plants at market prices. Generation discloses in the table above commitments to purchase from CENG at fixed prices. All commitments to purchase from CENG at market prices, which include all purchases subsequent to December 31, 2014, are excluded from the table.

Identify the source or sources offunds that will be available to cover operational expenses following the end of the power purchase agreements terms in 2014. Indicate if the pro-formas provided in the license transfer application reflect projected market prices from 2015 through 2019. Provide supporting documentation tojustify the projected market prices per MWh.

Response

See Response to RAI I.c above. The market price assumptions used in the financial pro formas are included in proprietary Attachment (4A). These assumptions are generally conservative when compared to the prevailing forward energy prices as of the date of the license transfer application. For example, the separately bound Attachment (5A) provides market price projections generated by Wood Mackenzie dated July 31, 2013 (the approximate timing of the license transfer application, Reference 1). Attachment (5A) includes proprietary market price projections, and Applicants request that this attachment be withheld from public disclosure pursuant to 10 CFR §§ 2.390(a)(4) and 9.17(a)(4). Attachment (5) is provided as a non-proprietary version suitable for public disclosure. An affidavit supporting the request for withholding Attachment (5A) from public disclosure is provided as Attachment (6).

Wood Mackenzie is an independent, expert advisor to the energy industry that generates supply, demand and power price outlooks. The Wood Mackenzie projections of market power prices for "PJM Western Hub" are applicable to the CENG site located in Maryland, and the market power prices projected for "NYISO Zone A" are applicable to the CENG sites located in New York. The projections for market prices provided in Attachment (4A) are lower than the projections generated by Wood Mackenzie and provided in Attachment (5A).

The more conservative assumptions in Attachment (4A) were used as inputs for the pro forma projections provided in Attachment (4A) of this Response to RAIs, as well as Attachment (6A) of Reference 1.

6 of 7

ATTACHMENT (1)

RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION

REFERENCES:

(1)

Letter from Mary G. Korsnick (Constellation Energy Nuclear Group, LLC) and Bryan P. Wright (Exelon Generation Company, LLC) to Document Control Desk (NRC), dated August 6, 2013, Application for Order Approving Transfer of Operating Authority and Conforming License Amendments (ML13232A156)

(2)

Letter from Douglas V. Pickett (NRC) to Michael R. Kansler (Entergy Nuclear Operations, Inc.),

dated July 28, 2008, Order Approving Indirect Transfer of Facility Operating License (ML080940582).

(3)

Letter from Mr. James A. Spina (Constellation Energy Nuclear Group, LLC) to Document Control Desk (NRC), dated April 15, 2011, Notice Regarding Change in Corporate Form of E.D.F. International SA (ML1 I 109A035).

7 of 7

ATTACHMENT (2)

CREDIT RATING AGENCY REPORTS Constellation Energy Nuclear Group, LLC December 17, 2013

Exelon Generating Co. LLC Subsidiary of Exelon Corp.

Full Rating Report Ratings Foreign Currency Long-Term IDR Short-Term IDR Senior Unsecured Commercial Paper IDR - Issuer Default Rating.

Rating Outlook Long-Term Oo~g-u'RiyIf Financial Data Exelon Generating Co. LLC

($ Mo.)

12/31/12 Key Rating Drivers BBB+

Reduced Financial Commitments: Exelon Generation Co., LLC's (Exgen) ratings reflect F2 recent steps taken by management to reduce financial commitments and solidify credit quality BBB+

in the face of persistently low power prices that are pressuring wholesale and retail profit F2 margins. The positive actions include reductions in capex and parent Exelon Corp.'s (EXC) common stock dividend. Fitch Ratings consequently expects financial metrics to remain strong during a low point in the commodity cycle, and to compare favorably to Fitch's target ratios and Stable their respective peer groups.

12/31/11 Revenue Gross Margin Operating EBMTA Net Income CFFO Total Debt Total Capitalization Capex/Depreciation 14,437 7,376 2,017 562 3,581 6,385 20,279 479.90 10,308 6,858 3,475 1,771 3,313 3,954 12,682 460.38 Related Research Baltimore Gas and Electric Company (April 2013)

Commonwealth Edison Company (April 2013)

Exelon Corp. (April 2013)

PECO Energy Company (April 2013)

Dividend Reduction: EXC's common stock dividend was reduced 40%, saving nearey

$750 million annually. Fitch expects Exgen to be the primary beneficiary of the dividend reduction and to apply available cash to retire maturing and/or callable debt. The new dividend takes effect in the second quarter of 2013.

Reduced Capex: In November 2012, management lowered Exgen's capex budget by

$2.3 billion over the five year period from 2013 to 2017. The lower capex meaningfully reduces pressure on credit quality measures. The capex reduction includes approximately $1.025 billion from the deferral of planned nuclear uprates and $1.25 billion from eliminating unidentified wind and solar investments. Any incremental investments by Exgen are expected to be contracted renewables, or possibly distressed merchant assets in regions that have a well-functioning capacity market and/or a tight reserve position.

Financial Position: The combined reductions of the common stock dividend and capex have solidified Exgen's financial position. Fitch estimates Exgen's adjusted ratio of FFO/interest to be in excess of 7.Ox over the next several years and FFO/debt to approximate 40%.

Low Commodity Price Environment: Low power prices, weak demand, and aggressive competitive pricing behavior have adversely affected wholesale and retail margins, and Fitch expects them to persist for several more years, lowering gross margin and keeping pressure on credit quality measures. The situation is exacerbated by rising nuclear operating, fuel, and maintenance costs.

Competitive Position: Exgen's largely nuclear-fueled generating fleet is low on the dispatch curve and likely to be dispatched under any price scenario. It is well positioned to benefit from any uplift in power prices from higher environmental costs or plant retirements, and requires limited environmental remediation expenditures.

Rating Sensitivities Positive Action: A positive rating action is unlikely in the current power price environment.

Negative Action: A more aggressive growth strategy that increases business risk and/or leverage, a sustained nuclear outage, or a change in hedging strategy could trigger a downward rating action.

Analysts Robert Homick

+1 212 908-0523 robert.homic tratingscom Shalini Mahajan

+1 212 908-0351 shali.i.mahajan

~tchratings-com www.fitchratings.com April 18, 2013

Financial Overview Liquidity and Debt Structure Exgen's committed bank credit facilities aggregating $5.7 billion provide ample liquidity. The credit agreements include a $5.3 billion syndicated facility that extends to August 2017, bilateral agreements of $300 million maturing in December 2015 and March 2016, and an additional $75 million maturing in 2015. Available cash as of Dec. 31, 2012, is approximately

$671 million. The credit facilities support collateral postings, including letters of credit, and commercial paper borrowings. The credit agreement does not contain a material adverse change clause, and the only financial covenant requires a minimum cash from operations/interest expense ratio of 2.5x, compared with the 2012 year-end ratio of 14.2x.

Exgen and affiliate PECO Energy Co. also participate in a corporate money pool.

Long-term debt, primarily senior unsecured obligations, aggregates $7.1 billion (excluding a

$235 million fair value write-up). The debt balance includes approximately $1.8 billion of Constellation Energy Group (Constellation) debt, and $500 million of limited recourse project debt that Fitch treats as off-credit in its credit analysis. The Constellation debt, which includes a

$450 million junior subordinated debt issue that receives 50% equity credit from Fitch, is housed at EXC, but through an intercompany loan agreement funded by Exgen.

In 2013, Exgen plans to retire $450 million of callable debt with cash and to issue up to

$1 billion of nonrecourse project debt. Fitch also expects the company to retire $520 million of maturing debt with cash in 2014.

Debt Maturities and Liquidity (S Mtl., At Dec. 31, 2012)

Debt Maturitles 2013 2014 2015 2016 After 2016 Cash and Cash Equivalents Undrawn Committed Facilities Source: Company data, Fitch.

Total Debt and Leverage I

Total Debt (LHS)

-ODebt/EBITDA (RHS)

($ Mil.)

(x) 28 7,000 616 6,000 553 5,000 76 4,000 5,998 3,000 671 2,000 3,782 1,000 0

3.5 3.0 2.5 2.0 1.5 1.0 0.5 0.0 2007 2008 2009 2010 2011 2012 Source: Company data, Fitch.

Cash Flow Analysis Exgen's cash flow position has been strengthened considerably by the reductions in the common stock dividend and growth capex. Fitch consequently expects forecast capex of

$7.6 billion over the three year period from 2013 to 2015 to be funded with internally generated cash. Approximately three-quarters of forecast expenditures are for maintenance of existing facilities and nuclear fuel, with the remainder primarily investments in nuclear uprates and renewables. Fitch expects Exgen to use FCF plus available cash to fund debt maturities over the next several years and to opportunistically retire callable debt.

Related Criteria Recovery Ratings and Notching Criteria for Utilities (November 2012)

Corporate Rating Methodology (August 2012)

Parent and Subsidiary Rating Linkage (August 2012)

Exelon Generating Co. LLC April 18, 2013 2

CFO and Cash Use

, Cash Flow from Operations a Capex a Dividends/Net Share Repurchases 5,000 4,500 4,000 3,500 3,000 2500 2:000 500 2007 2008 2009 2010 2011 2012 Source: Company data, Fitch.

Peer and Sector Analysis Peer Group Issuer Country sea+

Exeatn Generation Co. LLC United States PSEG Power LLC United States ass PPL Energy Supply, LLC United States mB-FirstEnergy Solutions Corp.

Source: Fitch.

United States Peer and Sector Analysis Exelon Generation PPL Energy FirstEnergy Co. LLC Supply, LLC Solutions Corp.

PSEG Power LLC LTM as of 1231/112 12/31/12 12131/12 12131/12 Long-Term IDR 8B8+

881 B8B-BBB+

Outlook Stable Negative Stable Stable Financlal Statistics (S M1.)

Revenue 14,437 5,500 5,918 4,865 EBITDA 2,017 1,234 782 1,360 FCF (1,817)

(666)

(298) 133 Total Adjusted Debt 6,385 4,124 5,221 2,340 Funds Flow from Operations 3,667 979 559 1,367 Capex (3,772)

(663)

(1,119)

(646)

Credit Metrics (x)

E8ITDA/Groas Interellt Coverage 5.20 5.16 2.89 8.45 Debt/FFO 1.74 4.21 9.34 1.71 Debt/EBITDA 3.17 3.34 6.68 1.72 FFO Interest Coverage 10.45 5.1 3.06 9.49 CapeDepreation (%)

479.9 205.26 318.8 272.57 IDR - Issuer Default Rating.

Source: Company data, Fitch.

Issuer Rating History LT IDR Outloolk Date (FC)

Watch Feb. 8, 2013 SOB+

Stable March 12, 2012 BBB+

Stable April 28, 2011 BBB+

Stable Jan. 24, 2011 BBB+

Stable Jan. 25,2010 888+

Stable July 21, 2009 BBB+

Stable Oct. 20, 2008 888+

RWN May 30, 2008 8BB+

Positive Aug. 29,2007 888+

Stable Jan. 18,2007 BBB+

Stable Nov. 17,2006 B8+

Stable Dec. 6,2005 BBB+

Stable Dec.20, 2004 BB8+

Stable May 2, 2001 BBB+

Stable LT IDR (FC) - Long-term Issuer Default Rating (foreign currency).

RWN - Rating Watch Negative.

Source: Fitch.

Sector Outlook Distribution x2013 x2012

(%)

100 80 80 i

40 1.

20 Positive Negative Stable Source: Fitch.

Exelon Generating Co+ LLC April 18, 2013 3

Key Rating Issues Operating Environment The operating environment for EXC's merchant generation business is expected to remain challenging, with sluggish demand and low natural gas and power prices likely to persist for several years with a downtrend in gross margin. Favorably, the recently announced reductions in the common stock dividend and merchant capital investments will reduce cash outflows by more than $5 billion over the next five years, easing the pressure on cash flow and credit quality measures during a low point in the commodity cycle.

Hedging Strategy Exgen employs a three-year ratable hedging strategy to limit cash flow volatility and commodity price risk. The strategy targets a financial hedge range of 90%-98% in the prompt year, 70%-

90% in the second year, and 50%-70% in the third year. Hedging in years two and three are currently below ratable, reflecting relatively weak forward power prices. Realized energy prices in existing hedges trend downward through 2014. In 2015, there is a modest uptick in the weighted average hedge price, reflecting an improvement in the Mid-Atlantic and New York markets and a further decline in the Midwest, ERCOT, and New England. Expected generation declines in each of the three years.

Comr Approximately 80% of Exgen's electricity production from owned generation is derived from base load nuclear generating facilities that are low on the dispatch curve and likely to be dispatched under almost any price scenario. The low marginal cost generating fleet stands to benefit from any uplift in power prices from higher environmental costs and plant retirements, and requires limited environmental remediation expenditures.

Revised Growth Plan In November 2012, management revised downward an aggressive investment program initially unveiled in February 2012. The revised plan is driven by lower earnings and cash flow expectations from the continued weakness in wholesale power markets across the U.S. and tightening margins in the retail supply business. Planned capex was reduced $2.3 billion to

$7.6 billion over the 2013-2015 time frame, primarily by eliminating investments In unidentified renewable projects and deferring planned nuclear uprates at the LaSalle and Limerick units, totaling nearly 600 MW, to beyond 2019. Approximately $1.7 billion of growth capex remains in the budget, including $500 million for nuclear uprates totaling 270 MW, to be completed by 2016 and completing the build-out of the Antelope Valley Solar ranch ($775 million). The remainder is for upstream gas projects ($175 million) and new generation in Maryland

($225 million), required as part of the Constellation merger approval. Fitch believes other investments are likely, but will be limited to contracted renewables or possibly distressed merchant assets in regions that have a well-functioning capacity market and/or a tight reserve position.

Exelon Generating Co. LLC 4

April 18, 2013

Organizational Structure Organizational Structure -

Exelon Corp.

($ Mil., As of Dec. 31, 2012)

I GonAellaton Nudem LLC 14 iý Constellation NPwEnt,,ryy Inc, Constellation Eneigy Commodities GrOL11r, Inj 7

RF HoldCo LLC IDR - Issuer Default Rating. NR - Not rated.

Source: Company filings, Bloomberg, and Fitch Ratings.

Exelon Generating Co. LLC April 18, 2013 5

Key Metrics Definitions Lever*ge: Gross debt pkjs Iese adjustmnent minus equfty audit for hyb~rid suiet pkis pimred stDck dided by FF0 plus goess kiterest paid pkus prelarred divdexds pkus renta expense.

Interest Cover FFO plus gross Witerest pad plus prefenrd dividends ivided by goss terest pd plus prefenud dividends FCFiRevenue: FCF after dividends divided by revenue.

FFQOebt FFO divided by gross debt plus Ise ads-mW nf~us equi credit fr hybd kubuments plus preferred stock.

Fith's expectations are based on the agencys tery

prodced, conservative raIng case forecasts.

They do not represent the forecasts of rated issuers individualy or in aggregate.

Key Fitch forecasts assu-plo indude:

Gas and power prnies in Nine vwth urrent fbirds.

D[iscra r renewle invesments Wiany, are funded vAO, normwurse debL Existig hedge poic remains in piece.

SProjected merger related syergies are aieved by 2014.

Leverage: Total Adj. Debt/Op.

EBITDAR Int. Coverage: Op EBITDA/Gross Int.

Exp.

Exelon Generation Co. LLC

-Power and Utility U.S. Median (x) iBBB U.S. Medians 5

4 3

2 0

2009 2010 2011 2012 2013F 2014F 25 20 15 10 5

0 Exelon Generation Co. LLC

-Power and Utility U.S. Median (x) iBBB U.S. Medians 2009 2010 2011 2012 2013F 2014F F - Forecast Source: Company data, Fitch.

F - Forecast.

Source: Company data, Fitch.

FCF/Revenues

-Exelon Generation Co. LLC

-Power and Utility U.S. Median BBB U.S. Medians 8 (%)

N 4

2 0

(2)

(4)

(6) 2009 2010 2011 2012 2013F 2014F F - Forecast.

Source: Company data, Fitch.

FFO/Debt 120 100 80 60 40 20 0

-Exelon Generation Co. LLC Power and Ulty U.S. Median

-BBB U.S. Medians

(%)

2 2009 2010 2011 2012 2013F 2014F F - Forecast.

Source: Company data, Fitch.

Capex/CFO 120 80 40

-Exelon Generation Co. LLC Power and Utility U.S. Median

-8 BBB U.S. Medians

(%)

0 2009 2010 2011 2012 2013F 2014F F - Forecast Source: Company data, Fitch.

Exelon Generating Co. LLC April 18, 2013 6

Company Profile Exgen, a subsidiary of EXC, is the largest merchant power generator and the single largest owner of nuclear generation in the U.S. Generating resources aggregated 44.0 GW as of Dec.

31, 2012, including 32.8 GW of owned generation, 9.0 GW controlled through long-term contracts, and 2.0 GW from its 50.1% ownership of Constellation Energy Nuclear Group, LLC.

Nuclear capacity totaled 17 GW, consisting of 11 stations and 19 units. Nuclear generation accounted for approximately 53% of total electricity output, fossil and renewables 12%, and purchases 35% in 2012. The nuclear capacity factor of Exgen-operated plants was 92.7% in 2012, 93.3% in 2011, and 93.9% in 2010. Constellation, a unit of Exgen, markets energy from the generation portfolio in the wholesale bilateral and spot markets, and provides retail electric and gas service as an unregulated retail energy supplier.

Business Trends Revenue Dynamics Revenue

-Revenue Growth %

EBITDA Dynamics EBITDA

-EBITOA Margin

($ Mil.)

20,000 15,000 10.000 5,000

(%)

-- T I

111111111111mA 50.0 4,000 40.0 3,500 3,000 30.0 2,500 20.0 2.000 10.0 1,500 0.0 500 (10.0) 0 30 20 10 0

(s Mii.)

(%) r40 Source: Company data, Fitch.

Source: Company data, Fitch.

Exelon Generating Co. LLC April 18, 2013 7

Financial Summary -

Exelon Generation Co. LLC LTM Ended 2011 12121112

($ Mit., Fiscal Years Ended Dec. 31)

Fundamental Ratios (x)

FFOilnterest Expense CFOlnterset Expense FFO/Debt (%)

Operating EBIT/Intorest Expense Operating EBITDAIlnterest Expense Operating EBITDAR/(interest Expense + Rent)

Debt/Operatng EBITDA Common Dividend Payout (%)

Internal Cash/Capital Expenditures (%)

Capital Expenditures/Depreciation (%)

2005 2000 2010 2008 2009 2010 2011 12131112 Profit,aety A*justed Revenues Nat Revenues Operating and Maintenance Expense Operating EBITDA Depredtion nd Amortizaon Expense Operating EBIT Gross Interest Expense Nat Income for Common Operating end Maintenance Expense % of Net Revenues Operating EBIT % of Net Revenues Cash Flow Cash Flow from Operations Change in Working Capital Funds from Operations Dividends Capital Expenditures FCF Net Other Investment Cash Flow Net Change In Debt Net Equity Proceeds Capital Structure Short-Term Debt Long-Term Debt Total DOM Total Hybrid Equity and Minority Interest Common Equity Total Capital Total Det/rotal Capital (%)

Total Hybrid Equity and Minority Interest/Total Capital (%)

Common Equtty'otalf Capital (%)

Source: Company reports.

24.42 24.90 166.01 21.56 23.10 19.99 0.65 67.82 146.17 693.71 10,754 7,182 2.717 4,297 286 4,011 186 2,278 37.83 55.85 4,445 69 4,356 (1,545)

(1,964) 916 17 (13) 86 21.51 23.08 111.86 18.60 20.53 17.83 0.89 107.26 74.64 644.19 9,703 6,771 2,938 3,655 344 3,311 178 2,122 43.39 48.90 3,930 280 3,650 (2,276)

(2,216)

(562)

(4) 481 57 3,262 3,262 2

6,790 10,054 32.44 0.02 67.54 18.16 15.65 90.01 14.79 17.14 15.10 1.11 76.47 75.22 416.87 10.025 6,562 2,812 3,548 486 3.062 207 1,972 42.85 48.66 15.72 10.45 15.10 10.23 87.49 57.44 12.31 3.17 14.79 5.20 13.16 4.74 1.14 3.17 9.71 289.32 117.03 51.83 460.38 479.90 10,308 14,437 6,858 7,376 3,148 5,028 3,475 2,017 683 786 2,892 1,231 235 388 1,771 562 45.90 68.17 42.17 16.69 3,032 3,313 3,581 (521)

(147)

(86) 3,563 3,460 3,867 (1,508)

(172)

(1,626)

(2,026)

(2,64)

(3,772)

(502) 457 (1,817) 23 (6) 1,164 683 (2) 879 62 30 48 2,792 2,7M2 1

6,565 9,358 29.84 0.01 70.15 3,946 3,196 5

7,172 11,123 35.48 0.04 84.48 2

3,952 6,385 3,84 6,385 5

1,337 8,703 12,557 12,662 20,279 31.23 31.49 0.04 6.59 68.73 61.92 Exelon Generating Co. LLC April 18, 2013 8

The ratings above were solicited by, or on behalf of, the issuer, and therefore, Fitch has been compensated for the provision of the ratings.

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK HTTP-J/FrrCHRATINGS.COM/UJNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCYS PUBLIC WEB SITE AT WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCI-S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL. COMPUANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY

SUMMARY

PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

Copyright 0 2013 by Fich Raligs, Inc., Fitch Ratings Ltd. and its subsidiaies. One State Strae Plaza, NY, NY 10004.Teleh

1-800-753-4824, (212) 908-0500. Fac (212)480-4435. Reprod or renentsion in whole or in put is prh*ited except by permission. Al ri reserved. In issuing and maintaiig is ratings, Fit reles on fadual ktrmation i receives from aswem and underriters and fron other sources Fith believes to be cnace. Fitch conducts a reasonable investigation of tie fscual ifoimaion relied upon by it in accordance with is rulings meodology, aid obtains reasonable verification of tat iniormation from independent souros, to the extent such souces a avlable for a given securty or in a gven Jurisdiction. The manner of FItch's factual investigation and the scope of the td-pa verification it obtais w very depending on the nature of the rated security and is issuer, the requirements and practiceis in ojuisdiction in which the rated secui is offered and sold and/or the issuer is located, the avalablity and nature of relevant public informaton, access to the management of the issuer and its advisers, the avalability of pre-ex.ft third-party verifications such as audit reports, agred-upon procedures letters, appraises, atuaiial reports, engine reports, legal oinions and other reports provided by third parties, the avalabity of independent and competent thirdparty verification sources with respect to the particuar security or in the prialjar jurisdiclon of the issuer, and a variety of other factors. Users of Fitch's ratings should understand that neither an enhanced facual investigation nor any thd-party verification cn ensure that al of the hinfomnatin Fitch reies on in connection with a rating wi be accurate and complete. Ultimately, the issuer and Is advisers are responsible f the accuacy of the infmation they provide to Fitch and to teo market in o"eng documnerts and other reports In ismang if ratings Fih must rely on the work of exierts, inluding independent auditors with respect to finandcl statements and attorneys with reaped to legal and tax matters. Further, ratings am inherently b-wad-looking and embody assumptions and predictions about futue evnts that by their nature cannot be verified as facts. As a res^ despite any verification of current facds, ratings can be affected by future events or conditions that were not anticipeted at the time a rating was issued or affirmed.

The informalton in this report is provided "as is" without any representation or warranty of any kind. A Fitch rating is an opinion as to the creditworthies of a security. This opinion is based on established criteria and methodologies that Fitch is continuously evaluating and updating. Therefore, ratings are the collecive work product of Fitch and no individual, or group of individuals, is solely responsible for a ratig. The rating does not address the risk of losw due to risks other than uredit risk, unless such risk is speoly mentioned. Fitch is not engaged In the ofter or sale of any security. AI Fitch reports have shared authorshi. Individuals i ed in a Fitch report were involved in, buA ae not solely responsible fx, the opinon std therein.

The individuals are named fcr ontact purposes ody. A report providing a Fitch rating is neither a prospects nor a substitute f-the information assembled, verified and presented to investors by the issuer and its agents in connection with the sale of the secuitiues. Ratings may be changed or wilthdrawn at anytime for any reason in the sole discretion of Fitch. Fidh does not provide investment advice of any sort Ratings are not a recommendation to buy, sel, or hold any security. Ratings do not conmnent on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxabilty of payments made in respect to any secudty. Fitch receives fees from issuers, insurers, guarantors, oither obligors, and underwriters orng securiato.

Such fes generaly vary from US$1,000 to US$750,000 (or the applicable curency equivalent) per issue. In certain cases, Fitch wil rate al or a number of issues issued by a pariculr issuer, or insured or guaranteed by a partiular insurer or guarantor, for a single annual fee. Such fees are expected to very from US$10,000 to US$1,500,000 (or the applicable curancy eqivalent). The assigmer publication, or dissemination of a raling by Fitch shall not constitute a consent by Fitch to use its name as an expert in connectin with any registration statement fled under the United States secures laws, the Financial Services and Markets Act of 2000 of the United

,ingdom or the securities laws of any particuarJnurisdicion. Due to th relative eicency of eledcmric publishing and distribution, Fitch research may be avalable to electronic subscrbers up to three days earlier than to print subsribers.

Exelon Generating Co. LLC 9

April 18, 2013

MOODY'S INVESTORS SERVICE Credit Opinion: Exelon Generation Company, LLC Global Credit Research - 12 Feb 2013 Chicago, Illinois, United States akngs ca"Ioey Outlook Issuer Rating Senior Unsecured Pref. Shelf Commercial Paper Parent Bcelon Coporation Outlook Issuer Rating Senior Unsecured Subordinate Shelf Prof. Shelf Commercial Paper Analyst AJ. Sabatelle/New York City William L. Hess/New York City yekicaoim

[1]Exelon Generation Company, LLC (CFO Pre-W/C + Interest) / Interest (CFO Pre-W/C) / Debt RCF Debt FCF /Debt Moody's Rating Stable Baa2 Baa2 (P)Bal P-2 Stable Baa2 Baa2 (P)Baa3 (P)Bal P-2 Phone 212.553.4136 212.553.3837 LTM0O3W3020 10.7k 40.1%

31.5%

464%

2011 1&7x 85.9%

81.7%

29.5%

2010 141x 67.9%

46.6%

-2.1%

2009 15.3x 75.9%

34.6%

-41%

[1] All ratios calculated in accordance with the Unregulated Utilities and Power Companies Rating Methodology using Moody's standard adjustments.

Note: For definitions of Moody's most common ratio terms please see the accompanying User's Guide.

Opinion Rating Drivers Strong credit metrics, albeit declining from recent historical levels Challenging environment for unregulated power companies Revised common dividend policy will improve internal cash flow generation Sizeable capital investment plan continues, even with announced deferrals

Hedging and commercial strategies influence cash flow predictability Competitive position & consistent operations important to long-term credit quality Substantial tolling obligations impact credit quality Corporate Profile Exelon Generation Company, LLC (ExGen; Baa2, stable) is one of the largest competitive electric generation companies in the US, as measured by owned and controlled megawatts(MW). At December 31, 2011, ExGen owned generation assets with a net capacity of 25,544 MW, including 17,115 MW of nuclear capacity. In addition, ExGen controlled another 5,025 MW of capacity through long-term contracts. With the Mrch 12, 2012 completion of the Constellation Energy Group, Inc. (CEG) merger, the company added 11, 751 MW of net capacity and 1,100 MW under long-term tolling obligations. ExGen also owns the largest retail supply business that serves about 170 terawatt-hours of load consumed by 35,000 commercial and industrial customers and millions of households through retail and wholesale sales contracts. ExGen is regulated by the Federal Energy Regulatory Commission (FERC) and by the Nuclear Regulatory Commission (NRC).

At September 30, 2012, ExGen had total assets of $41.09 billion. ExGen is a wholly-owned subsidiary of Exelon Corporation (Exelon; Baa2, stable).

SUMMARY

R.ATING RATIONALE ExGen's Baa2 senior unsecured rating reflects our expectation for declining but still strong credit metrics balanced against the financial and business risks associated with managing a challenging and highly competitive commodity business in the wholesale and retail unregulated power market. The rating recognizes the strong competitive position of ExGen's assets, the bulk of which are nuclear generation, which remain among the first units dispatched in most wholesale markets. This competitive strength is balanced by the company's reliance on earnings and cash flow from the Mddle Atlantic and Northern Illinois regions where varying degrees of margin compression persists. The rating recognizes the importance to which strong operating performance remains critical to ExGen's success given its large nuclear footprint, but also recognizes the continued need for regular maintenance expenditures and capital requirements, some of which are required by the NRC. The rating further considers the parent's recent decision to reduce its dividend by 40% enhancing free cash flow prospects by more than $700 million. While this change in dividend policy will help to stabilize ExGen credit quality over time, the subsidiary is expected to continue to provide a material component of dividends through the end of 2014, a period where we anticipate margin compression to be most acute.

DETAILED RWRING CONSIDERATIONS Strong credit metrics, albeit declining from recent historical levels From 2009 through 2011, we calculate that the three year average for ExGen's standalone cash flow (CFO pre-W/C) to debt at 88%, retained cash flow to debt at 54%, cash flow coverage of interest expense at 15.0x, and free cash flow to debt at 7.5%. By comparison, through 12 months ending 09/30/2012, we calculate ExGen's cash flow to debt at 40.1%, retained cash flow to debt at 31.5%, cash flow coverage of interest expense of 10.7x with negative free cash flow to debt of (6.4%).

On a prospective basis, when one factors in the company's ongoing plan to move holding company debt to the ExGen subsidiary and considers the tolling obligations at ExGen (including those assumed with the CEG merger),

our financial model calculates that the three year average for the 2013-2015 will result in ExGen's cash flow to debt declining to a range of 27-30%, retained cash flow to debt declining to 22%, cash flow interest coverage ratio being above 6.0x, while being modestly free cash positive over this timeframe.

ExGen operates in a very challenging sector The unregulated power sector remains very challenged. Several factors attributed to our negative outlook for the sector include sustained low natural gas prices; tepid economic growth which affects the demand for electricity; increased operating costs, including pension obligations; the increased use of renewable resources which affects non-peak prices and the broader acceptability of energy efficiency products which may be permanently reducing electric load in some regions. A more unsettling factor is our view that many of the factors affecting profitability and cash flows for unregulated companies are largely beyond management's control. Arelated challenge for this sector is the ability to organically grow business activities, particularly in a shareholder and creditor neutral manner.

We believe that a motivating factor behind the CEG merger was to address the expected declining earnings trend and weaker cash flow profile that began last year. The merger should garner the strategic benefits of linking a company that is long on generation with a company that is long on customer load. As a byproduct of this linkage, the merger has considerably reduced consolidated liquidity requirements and should enable ExGen to receive somewhat better margins for its electric output given the stickiness of customer load. That being said, we believe that the better balanced combined merchant operation still remains exposed to earnings and cash flow volatility due to the large size of the unregulated business platform where financial results will remain heavily influenced by market determined commodity pricing levels.

Common dividend requirement has been reevaluated; a credit stabilizing event On February 7th, Exelon announced that it would reduce its common dividend by 40% enhancing retained cash flow and free cash flow across the company by more than $700 million on an annual basis. We view this action along with the decision to defer growth capital investment as tangible examples of management's strong commitment to maintain an investment grade rating across all Exelon legal registrants. While this decision has indirect longer-term benefits to ExGen, Exelon will continue to lean on ExGen for dividends in 2013 and 2014, a period when margin prospects remain compressed at this subsidiary. However, over time, Exelon's common dividend reduction will lead to the collective earnings from the rate regulated subsidiaries being able to largely satisfy parent's debt servicing and dividend funding requirements, a credit positive for both ExGen and Exelon.

Sizeable capital investment plan continues, even with announced deferrals ExGen continues to have substantial capital requirements to maintain the operation of its generation fleet. During 2012, ExGen spent $3.7 billion at its unregulated platform. In October 2012, the company announced that it would defer $1.025 billion of capital investment for extended power nuclear up-rates at its LaSalle and Limerick plants until 2017 and that it also removed $1.25 billion of growth capital investments for new renewable projects from its capital budget. As such, 2013 capital investment at ExGen is expected to be $2.85 billion, with 2014 and 2015's capital investments being somewhat lower at approximately $2.3 billion and $2.5 billion, respectively. With the above referenced Exelon dividend reduction, management has stated that the improved cash flow generation will be used for growth initiatives across the company that enhances shareholder value. While these initiatives could include incremental rate regulated and contracted generation investments, both of which we would likely view as benign to ExGen and Exelon's credit quality, we also believe that given ExGen's sizeable unregulated footprint in the wholesale and retail energy space, incremental investments intended to augment this position remain possible.

In that vein, we believe that ExGen's current strong position within the Baa2 rating category should enable the company to more freely pursue growth initiatives across the entire energy spectrum.

Hedging strategies influence cash flow predictability As an unregulated wholesale energy company whose gross margin can be materially impacted by changes in commodity prices, a company's commercial strategy remains an important rating factor. Exelon continues to manage its ratable hedging program over a 36 month cycle with targets of 90% or more of expected generation hedged in the first year, 70-90% in the second year, and less than 50% in the third year. At December 31, 2012, we understand that ExGen was 94-97% hedged for 2013, 62%-65% for 2014 and 27%-30% for 2015.

Competitive position & consistent operations remain long-term strengths As the largest owner and operator of nuclear generation in the US, Exelon has a strong competitive position and continues to demonstrate an outstanding record as a plant operator, particularly as a nuclear operator. That being said, we observe that the region primarily served by ExGen's fleet, the northern Illinois and portions of the mid-atlantic region, receives lower prices for electricity than some of their peers that own assets in other geographic regions where prices are higher. In the intermediate-term, we expect its competitive position, from a cost standpoint, to remain largely unchanged, as we understand that projected capital expenditues include approximately $350 million of capital expenditure requirements for expected NRC imposed requirements following the Fukushima incident. We do incorporate a view that capacity reductions from anticipated coal plant shut-downs in the region should lower reserve margins (and possibly enhance capacity revenues) but we believe that such closures are less likely to enhance energy margins given the outlook for natural gas, the fact that most of the plants that will shut down operate at low capacity factors coupled with a continuing slow economic recovery.

Longer-term, the potential implications of EPA regulations should enhance profitability expectations as any incremental environmental control related costs are likely to result in a higher margin potential for Exelon.

Substantial off-balance sheet commitments for capacity and energy

Through September 30, 2012, ExGen's short-term and long-term commitments for capacity approximated $2.1 billion. These commitments provide ExGen access to electric generation from various power plants throughout the country and are a core component of ExGen's unregulated wholesale and retail platform. We currently believe that several of these tolls are underwater based upon market prices for electricity, weakening ExGen's credit quality.

ExGen has mitigated some of this exposure through the sale of its rights to Georgia Power for all 945 MV of capacity under a long-term contract with Tenaska Georgia Partners, LP for a 20 year period that began on June 1, 2010. Similarly, beginning on June 1, 2012 and lasting for 10 years, ExGen sold its rights on 520 vMW (2/3) of the electric capacity with Green Country Energy, LLC to Public Service Company of Oklahoma.

Uquidity Overall, we believe that ExGen has amply sized liquidity. Beginning in 2013, Exelon's liquidity arrangements supporting its unregulated power business equal nearly $6.2 billion, $500 million at Exelon and nearly $5.7 billion at ExGen. In August 2012, these facilities along with credit facilities at two of Exelon's regulated subsidiaries were extended to August 2017. At January 30, 2013, Exelon and ExGen had no commercial paper outstanding, but had

$1.7 billion of letters of credit outstanding, leaving ample availability under these credit facilities of $4.5 billion.

The core syndicated credit facilities are used primarily to provide liquidity support and for the issuance of letters of credit. While the credit agreements do not contain any rating triggers that would affect borrowing access to the commitments and do not require material adverse change (MAC) representation for borrowings or the issuance of LOCs, there is a financial covenant for each entity, all of which were compliant.

At September, 30, 2012, in the event that ExGen were downgraded below investment grade, ExGen could be required to post additional collateral of $2.0 billion at September 30, 2012.

During 2012, ExGen was an active issuer of long-term capital market debt. On June 18, 2012, ExGen issued $775 million of senior unsecured notes, including $275 million of 4.25% notes due 2022 and $500 million of 5.60% notes due 2042. Concurrent with the new debt issuance, ExGen announced an exchange offer of Exelon's 7.6% $700 million senior unsecured notes due 2032 (formerly CEG obligations assumed by Exelon) into either ExGen 4.25%

senior unsecured notes due 2022 or ExGen's 5.60% senior unsecured notes due 2042. ExGen purchased $442 million of the old notes in exchange for issuing $537 million of senior unsecured notes due in 2022 and 2042, plus a cash payment of approximately $60 million.

For additional information on the consolidated liquidity profile at Exelon, the parent of ExGen, please refer to the Exelon Credit Opinion, which can be found on www.moodys.com.

Structural Considerations Within the last several years, Exelon has refinanced holding company debt with debt issued at ExGen. Exelon currently has $1.3 billion of remaining holding company debt, $800 million that matures in 2015 and $500 million that matures in 2035. Additionally, at merger close, Exelon legally assumed the obligations of CEG's publicly-held debt, guarantees and other contracts at merger close adding $1.8 billion of senior debt and $450 million of subordinated debt to Exelon. As discussed under the Liquidity section, approximately $442 million of the old notes (CEG debt assumed by Exelon) were exchanged into $537 million of ExGen securities. For these reasons, when evaluating ExGen, we examine historical and projected financial metrics for ExGen with the debt of Exelon holding company incorporated into the analysis.

Rating Outlook The stable rating outlook for ExGen considers the benefits to credit quality from deferring growth capital investments and from the parent's decision to reduce the common dividend by 40%. The stable rating outlook factors in our belief that ExGen is strongly positioned as a mid-Baa company during the current down cycle that also incorporates some degree of financing flexibility which should help facilitate incremental growth prospects as they arise.

VWat Could Change the Rating - Up In light of the most recent negative rating action in February that lowered ExGen's long-term rating to Baa2 along with a continuing negative rating outlook for the unregulated power sector, it is unlikely for ExGen's ratings to upgraded over the next several years.

What Could Change the Rating - Down

ExGen's rating is strongly-positioned in the mid-Baa rating category and its hedging strategy enhances the reliability of its near-term cash flow. The rating, however, could be downgraded if weaker than expected financial performance surfaced either as a result of a further sustained drop in operating margins across the sector or a substantial outage at several of the company's generating assets resulting in negative free cash flow being financed with material incremental indebtedness. Specifically, ExGen's ratings could be downgraded if cash flow to debt declined to the low twenties percentages, retained cash flow to debt fell below 15%, cash flow interest coverage was below 5.Ox and material negative free cash flow surfaced on a sustained basis.

Other Considerations Mvoody's evaluates ExGen's financial performance relative to the Unregulated Utility and Power Company methodology and as depicted below, ExGen's indicated rating under the grid based on historical results is Baal, while the indicated rating based on projected (next 12-18 months) results is Baa2.

Rating Factor..

Exelon Generation Company, LLC Power Companies [1][2]

LTM09/3012012 Factor 1: Market Assessment, Scale and Competitive Position (201/4 Measure Score a) Market and Competitive Position (15%)

A b) Geographic Diversity (5%)

Baa Factor 2: Cash Flow Predictability of Business Model (200/0 a) Hedging strategy (10%)

Baa b) Fuel Strategy and mix (5%)

Ba c) Capital requirements and operatinal performance (5%)

Baa Factor 3: Financial policy (100/4 Baa Factor 4: Financial Strength -Key Financial Metrics (500/4 a) CFO pre-WC + Interest / Interest (15%) (3yr Avg) 13.2x Aa b) CFO pre-WC / Debt (20%) (3yr Avg) 57.7%

A c) RCF / Debt (7.5%) (3yr Avg) 44.8%

A d) FCF / Debt (7.5%) (3yr Avg) 0.8%

Ba Rating:

a) Indicated Rating from Grid Baal b) Actual Rating Assigned Baa2 Moodyvs 12-18 month Forward View* As of February 2013 Measure Score 6.0-7.Ox 27-30%

21-23%

0% -4%

A Baa Baa Ba Baa Baa Baa Baa Baa Ba Baa2 Baa2

• THIS REPRESENTS MOODYS FORWARD VIEW; NOT THE VIEW OF THE ISSUER; AND UNLESS NOTED IN THE TEXT DOES NOT INCORPORATE SIGNIFICANT ACQUISITIONS OR DIVESTITURES

[1] All ratios are calculated using Moody's Standard Adjustments. [2] As of 09/30/2012(L); Source: Mloody's Financial Metrics

MOODY'S INVESTORS SERVICE

© 2013 Moodys Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. ("MIS") AND ITS AFFILIATES ARE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND CREDIT RATINGS AND RESEARCH PUBUCATIONS PUBLISHED BY MOODY'S ("MOODY'S PUBLICATIONS") MAY INCLUDE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-UKE SECURITIES. MOODY'S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBUGATIONS AS THEY COME DUE AND ANY ESTIMAT'ED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY'S OPINIONS INCLUDED IN MOODY'S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RAT.INGS AND MOODY'S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY'S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDA1TIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES.

NEITHER CREDIT RAT.INGS NOR MOODY'S PUBUCAT.IONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY'S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY'S PUBLICATIONS WTH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.

ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BYANY MVEANS WHATSOEVER, BYANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT. All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided "AS IS" without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Moodys considers to be reliable, including, when appropriate, independent third-party sources. However, MOODY'S is not an auditor and cannot in every instance independently verify or validate information received in the rating process. Under no circumstances shall MOODY'S have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting from, or relating to, any error (negligent or otherwise) or other circumstance or contingency within or outside the control of MOODY'S or any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits), even if MOODY'S is advised in advance of the possibility of such damages, resulting from the use of or inability to use, any such information. The ratings, financial reporting analysis, projections, and other observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. Each user of the information contained herein must make its own study and evaluation of each security it may consider purchasing, holding or selling. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COIVPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODYS INANY FORM OR MANNER WHATSOEVER.

MIS, a wholly-owned credit rating agency subsidiary of Moody's Corporation ("MCO"), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MIS have, prior to assignment of any rating, agreed to pay to MIS for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintain policies and procedures to address the independence of MIS's ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading "Shareholder Relations -

Corporate Governance -

Director and Shareholder Affiliation Policy."

For Australia only: Any publication into Australia of this document is pursuant to the Australian Financial Services License of MOODYS affiliate, Moody's Investors Service Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody's Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). This document is intended to be provided only to

'Wholesale clients" within the meaning of section 761 G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODYS that you are, or are accessing the document as a representative of, a "wholesale client" and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to "retail clients" within the meaning of section 761G of the Corporations Act 2001. MOODYS credit rating is an opinion as to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail clients. It would be dangerous for retail clients to make any investment decision based on MOODYS credit rating. If in doubt you should contact your financial or other professional adviser.

STANDARD

&POOR'S RATINGS SERVICES RatingsDirect" Summary:

Exelon Generation Co. LLC Primary Creoit Analyst:

Aneesh Prabhu, CFA, FRM, New York (1) 212438-1285; aneesh.prabhu@standardandpoors.com Secondary Contact-Richard W Cortright Jr. New York (1) 212-438-7665; richard~cortright@standardandpoomrcom Table Of Contents Rationale Outlook Standard & Poor's Base-Case Scenario Business Risk Financial Risk Liquidity Related Criteria And Research WWW.STANDARDANDPOORS.COM/RATINGSDUtECT SEPTEMBER 23, 2013 1 1194986 1 30197907b

Summary:

Exelon Generation Co. LLC I

Profile Agsessnient,,,

I I BUSINESS RISK I

STRONG Vulnerable Excellent I FINANCAL RISK I

SIGNIFICANT Higl leveraged Wilimal Rationale Buiness'*'

Risk:,Stirong,.

Fiaca Rik Sigifian

" Low-cost base-load generation

• Strong operating track record

" Exposure to market prices of a price-taking fleet

• A capacity market that is still not responding to price signals

" Exposure to nuclear generation

" Backdated EBITDA profile and potential for a significant decline in cash flow

" Positive operating cash flow

• Strong liquidity position WWW.STANDARDANDPOORS.COM/RATINGSDIRlICT SEPTEMBER 23, 2013 2 1194986 1301979078

Summary: Exelon Generation Co. LLC The outlook on Exelon Generation Co. LLCs (ExGen) ratings is stable. That said, we believe that higher natural gas production from shale gas plays and a delay in environmental rules related to plant retirements can significantly hurt the company's financial performance. We believe these headwinds have increased and parent Exelon Corp. faces a potential earnings decline in 2014. If the prevailing commodity environment persists, the company may have to address its declining earnings profile by reducing capital spending. We expect Exelon Corp.

to maintain consolidated funds from operations to debt ratios of over 22% to preserve ratings. This is largely contingent on ExGen maintaining funds from operations (FFO) to debt of at least 27/o Downside scenario We could lower the ratings if adjusted FFO to debt at parent Exelon is consistently lower than 22%. This could happen if ExCen's FFO to debt declines below 25%. Because of increasing competition in its markets in Pennsylvania and Illinois, which would threaten customer retention in its retail business. Gross margins could also be pressured by a further decline in power prices brought about by deciding natural gas prices, or lower market heat rates due to increasing energy efficiency, Upside scenario A positive outlook-currently not under consideration-can result if natural gas prices stabilize and power prices respond favorably to coal-plant retirements, resulting in an improvement in consolidated FFO to debt levels of more than 28% on a sustained basis, This could stem from an improved economy and higher electricity prices, as well as a robust increase in the rate base of Exelon's regulated utility subsidiaries.

Standard & Poor's Base-Case Scenario

" Henry Hub gas price between $3.50 and $3.75 through 2016: power prices in the PJM West Hub are between $40.50 per megawatt-hour (MWh) and

$43 per MWH in 2016; Northern Illinois hub between $33 per MWh in 2014 and $34.50 per MWh by 2016.

" Pensions/other post-employment benefits (OPEB):

Based on Dec. 31, 2012 actuarial valuation by Towers (a third party firm)

• 50% bonus depreciation in 2013 Nuclear capacity factors: between 93.3% and 93.7%/

through 2017 Exelon Corp 2013E 2014E 2015E FFO/debt (%)

35-40 35-40 Debt/saBxDA ()

5.0-5.2 4.0-4.2 16.. 3.8 E-Estimated.

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT SEPTEMUER 23, 2013 3 1194986 1301979078

Summary: Exelon Generation Co. LLC Business Risk: Strong Standard & Poor's Ratings Services' corporate credit rating on energy supply company ExGen reflects the consolidated business risk profile of parent Exelon, which we view as "strong." In turn, Exelon's business risk profile reflects the higher-risk operations of unregulated ExGen, which has increased in size to subsume Constellation Energy CorIp's unregulated businesses. Exelon's business risk also reflects the "excellent" business risk profiles of regulated energy delivery businesses Commonwealth Edison Co. (CornEd), PECO Energy Co. (PECO), and Baltimore Gas & Electric Co.

(BGE), which have generally predictable transmission and distribution cash flows.

As of June 30, 2013, ExGen had about $7.5 billion of on-balance-sheet debt. We also impute about $1.5 billion of debt related to pensions and OPEB underfunding, and $1.4 billion of debt imputation for power purchase agreements (PPA).

We also load $1.5 billion of parent Exelon-level debt. This is offset by about $1.2 billion of off-balance-sheet credit for nonrecourse project financing.

On a consolidated basis, Exelon (excluding BGE) had about $16.7 billion of on-balance-sheet debt. We also impute a significant amount of debt to Exelon, as much as $4.2 billion (excluding BGE imputed debt as of June 30, 2013), which consists mostly of about $2.2 billion related to pension/OPEB, about $500 million related to operating leases, and about $1.4 billion related to PPAs.

After the merger with Constellation, ExGen engages in unregulated energy generation, wholesale power marketing, and energy delivery. The company has long-term exposure to market risk and meaningful exposure to nuclear plants (19 gigawatts [GW] across 23 units). The company has about 35 GW of generating capacity and 415 billion cubic feet (bcf) of natural gas business.

Through retail and wholesale channels, ExGen now provides about 155 terawatt-hours, or about 4.75% to 5%, of total U.S. power demand. The company's generation units are well positioned to grow where capacity available for competitive supply has room to grow. We expect these incremental revenue streams to make the consolidated Exelon somewhat more resilient to commodity prices. Exelon's 2012 combination with Constellation provides it with regional diversification of its generation plants and a customer-facing load business because generation and load positions are now better balanced across multiple regions. In most locations, ExGen will have adequate intermediate and peaking capacity within the portfolio for managing load shaping (matching resources with energy needs) risks. However, the company will still need to buy and sell generation in the market to manage portfolio needs, in our opinion. Moreover, ExGen has a significant open position in the Midwest (exposed to merchant market), and somewhat tight positions in Texas and New England, where it has some risk of finding itself short when loads are high, in our opinion.

ExGen's cash flow is sensitive to commodity prices because almost 82% of its generation is nuclear, all of which sliding natural gas prices are impairing. ExGen's unregulated operations accounted for about 65% of the consolidated enterprise by cash flow and capital spending in 2012. Given that base-load generation is price-taking, we expect ExGen's adjusted FFO to debt to remain volatile relative to its peers. For instance, all else remaining equal, we estimate gross margins in 2015 will be lower by about $575 million for every $5 per megawatt-hour (MWh; round-the-clock) decline in power prices, about $375 million for every $1 per million cubic feet (mcf) decline in gas WWW.STANDARDANDPOORS.COM/IRATINGSDIRECT SEPTEMBER 23, 2013 4 1194986 I 301979078

Summary: Exelon Generation Co. LLC prices, and about $85 million for every $1 per MWh decline in retail margins.

As a result, ExGen's contribution to the overall Exelon cash flow declines to about 60% under our projected base case, because of the decline in unregulated cash flow when commodity prices fall. However, despite the lower power prices, we view the business risk profile of parent Exelon as strong. We expect financial measures to decline through 2015.

However, the corporate credit ratings reflect our expectation that 2014-2015 will be the trough years. Based on the present forward curve, cash flow measures are adequate for the rated level in that year, especially after parent Exelon announced significantly reduced dividend payouts and ExGen deferred/eliminated some planned capital spending.

However, despite the improvement in free operating cash flow, as a result of the decline in future gross margins, we view Exelon's cash flow adequacy ratio as having "significant" financial risk.

We view ExGen's ratable hedging strategy favorablybecause it ensures that a high percentage of the company's near-term generation is locked in. Hedging not only protects unregulated generation cash flows from steep price declines, it also provides the company time to adjust its cost structure or its capital structure, should prices remain depressed. However, hedging activities insulate, but do not isolate, power merchants from commodity price effects.

Current hedges show the significant value of Exelon's hedging program. Even though these hedges insulate ExGen, perversely, they also show the sensitivity of ExGen's margins to the prospect of a continued shale gas production onslaught. The decline in mark-to-market value through 2014 shows the limit to which Exelon can hedge-a price-taking fleet can hedge, but only at the prices the market will bear. Also, the merchant generation margins at ExGen will face a decline as high-priced hedges expire, evident in the drop in wholesale hedged gross margins. Still, the forward prices do show a contango, as reflected in the increase in ExGen's open EBITDA from higher natural gas forward prices. In addition, although retail competition has increased, and ExGen has lowered its growth estimates, we believe retail contributions can mitigate the wholesale decline, given the potential for cost savings, volumes gained from the Constellation merger, and acquisitions.

Financial Risk: Significant Because of the decline in commodity prices, we expect ExGen's FFO to debt to range around 40% in 2014. Although ExGen's cash flows are relatively more volatile compared with peers because of the larger base-load generation, the low variable cost (and highly depreciated nature) of its nuclear plants means that natural gas prices must decline and stay below $2.75 per mcf before its FFO to debt falls below 20%.

We still view parent Exelon's internal funding as "aggressive," but view Exelon's decision to lower its dividends as bolstering credit quality. Dividend payout is now in line with peers (at about 55% to 60%). However, Exelon's capital spending requirements remain significant between 2013 and 2015,$8 billion for the regulated companies and about

$7.6 billion at unregulated ExGen. Although utility capital spending tends to be funded in rate base, unregulated generation will have to fund its own capital requirements and recover them in market prices. Importantly, because of announced cuts, consolidated cash flow from operations will largely cover capital spending and dividends, resulting in modest external financing needs. Still, incrementally lower gas prices would hurt ExGen's debt protection measures more than the level of new debt financing, or operating and maintenance cost increases in ExGen's forecast through 2015.

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT SEPTEMBER 23, 2013 1 11949861 301979078

Summary: Exelon Generation Co. LLC Under our consolidated base case (we assume lower gas prices and market heat rates that result in power prices roughly 10% lower than the current forward contracts), we expect Exelon's FFO to total debt of the company to decline to hoveraround 27% to 299/o through 2015. We expect free operating cash flow to debt to remain positive even in 2013 and 2014 when we expect financial measures to trough. Importantly, we expect to see the negative discretionary cash flow (after dividends) to improve meaningfully. Similarly we expect debt to EBITDA to decline to about 4.2x in 2014. These ratios are consistent with Standard & Poor's 'BBB' rating guideposts for a financial risk profile we assess as "significant," especially because a meaningful amount of capital spending is discretionary (ExGen has lowered capital spending estimates in 2014 by more than $2.3 billion since July 2012 estimates).

Liquidity: Strong The short-term rating on Exelon and affiliates is 'A-2'. Standard & Poor's views the liquidity across the Exelon group of companies as "strong," in light of the debt maturities we expect and available credit facilities. We estimate that sources of cash will exceed the companies' uses by about 2x during the next 12 to 24 months. We expect sources over uses for Exelon and ExGen to remain positive even if EBITDA declines by 50%. In addition, because of Exelon's solid relationships with banks and high conversion of FFO to discretionary cash flow, we believe the company can absorb low-probability, high-impact shocks.

Exelon has sufficient alternative sources of liquidity to cover current liquidity needs, including ongoing capital requirements, moderate capital spending and upcoming debt maturities. Ironically, declining power prices are favorable from a liquidity perspective because cash is being posted to ExGen on its forward hedges. The next large maturities are in 2015 for Exelon and 2014 for ExGen.

As of June 30, 2013, Exelon, ExGen, CoinEd, PECO, and BGE had credit facilities of $500 million, $5.7 billion, $1 billion, $600 million, and $600 million, respectively. These facilities expire between December 2015 and August 2018.

Availability as of June 30, 2013, under these facilities was $498 million for Exelon; $4.1 billion for ExGen; and $626 million. $599 million, and $600 million for ComEd, PECO, and BGE, respectively.

" Assumed FFO of about $3.4 billion to $3.7 billion

• Working capital

" Revolver availability o The annual maturities for the next two years are about $650 million and $550 million

• Capital spending and maintenance and environmental costs of about $2.4 billion to $2.7 billion, annually, through 2015.

Related Criteria And Research

" Business Risk/Financial Risk Matrix Expanded, Sept. 18, 2012

" Liquidity Descriptors For Global Corporate Issuers, Sept. 28, 2011 WWW.STANDARDANDPOORS.COM/RATINGSDIRECT SEPTEMBER 23, 2013 6 11949861 301979078

Summary: Exelon Generation Co. LLC

-I Bsns n iaca ikMti Financial Risk Minimal Modest Intermediate Significant Business Risk Aggesive Highly Leveraged Excellent AAA/AA+

AA A

A-BBB Strong AA A

A-BBB BB BB-Satisfactory A-BBB+

BBB BB+

B1-B+

Fair BBB-BB+

BB BB-B Weak BB BB-B+

B-Vulnerable B+

B B-or below Note: These rating outcomes are shown for guidance purposes only. The ratings indicated in each cell of the matrix are the midpoints of the likely rating possibilities. There can be small positives and negatives that would lead to an outcome of one notch higher or lower than the typical matrix outcome. Moreover, there will be exceptions that go beyond a one-notch divergence For example. the matrix does not address the lowest rungs of the credit spectrum (ie, the 'CCC category and lower). Other rating outcomes that are more than one notch off the matrix may occur for companies that have liquidity that we judge as "less than adequate" or "weak" under our criteria, or companies with "satisfactory" or better business risk profiles that have extreme debt burdens due to leveraged buyouts or other reasons. For government-related entities (GREs), the indicated rating would apply to the standalone credit profileý before giving any credit for potential government support.

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT SEPTEMBER 23, 2013 7 1194986 I 301979078

Copyright @ 2013 by Standard & Poor's Financial Services LLC. All rights reserved.

No content (including ratings, credit-related analyses and data, valuations, model, software or other application or output therefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor's Financial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful or unauthorized purposes. S&P and any third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance of any data input by the user. The Content is provided on an "as is" basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENTS FUNCTIONING WILL BE UNINTERRUPTED, OR THAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees. or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content even if advised of the possibility of such damages.

Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and not statements of fact. S&P's opinions, analyses, and rating acknowledgment decisions (described below) are not recommendations to purchase, hold, or sell any securities or to make any investment decisions, and do not address the suitability of any security. S&P assumes no obligation to update the Content following publication in any form or format. The Content should not be relied on and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making investment and other business decisions. S&P does not act as a fiduciary or an investment advisor except where registered as such. While S&P has obtained information from sources it believes to be reliable. S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives.

To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued in another jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw, or suspend such acknowledgement at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of the assignment, withdrawal, or suspension of an acknowledgment as well as any liability for any damage alleged to have been suffered on account thereof.

S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. As a result, certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain the confidentiality of certain nonpublic information received in connection with each analytical process.

S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on its Web sites, www.standardandpoors.com (free of charge), and www.ratingsdirect.com and www.globalcreditportal.com (subscription) and www.spcapitaliq.com (subscription) and may be distributed through other means, including via S&P publications and third-party redistributors. Additional information about our ratings fees is available at www.standardandpoors.com/usratingsfees.

McGRAW-HILL WWW.STANDARDANDPOORS.COM/RATINGSDIRECT SEPTEMBER 23, 2013 8 1194986 J 301979078

ATTACHMENT (3)

EXISTING EXECUTED SUPPORT AGREEMENTS Constellation Energy Nuclear Group, LLC December 17, 2013

Form of SUPPORT AGREEMENT Between Exelon Generation Company, LLC and Calvert Cliffs Nuclear Power Plant, LLC Nine Mile Point Nuclear Station, LLC, and R. E. Ginna Nuclear Power Plant, LLC THIS SUPPORT AGREEMENT, dated as of March 2012 between Exelon Generation Company, LLC, and Calvert Cliffs Nuclear Power Plant, LLC, Nine Mile Point Nuclear Station, LLC and R. E.

Ginna Nuclear Power Plant, LLC, each individually herein referred to as a "Subsidiary Licensee" and all collectively herein referred to as "Subsidiary Licensees."

WITNESSETH:

WHEREAS, through its intermediate subsidiary companies, Exelon Generation Company, LLC

("Exelon") is the indirect owner of 50.01% of the Subsidiary Licensees; WHEREAS, EDF International, SAS ("EDFI"), through its intermediate subsidiary companies, is the indirect owner of 49.99% of the Subsidiary Licensees; WHEREAS, the Subsidiary Licensees are the corporate entities that hold the NRC licenses for Calvert Cliffs Nuclear Power Plant, Unit Nos. 1 & 2, Operating Licenses DPR-53 & DPR-69, Nine Mile Point Nuclear Station, Unit Nos. I & 2, Operating Licenses DPR-63 & NPF-69, and R. E. Ginna Nuclear Power Plant, Operating License DPR-18 (individually, each a "Facility," and collectively the "Facilities");

WHEREAS, Exelon and the Subsidiary Licensees desire to take certain actions to assure the ability of the Subsidiary Licensees to pay their respective approved expenses of maintaining the Facilities safely and reliably and of protecting the public health and safety (the "Operating Expenses") and to meet Nuclear Regulatory Commission ("NRC") requirements during the life of each Facility (the "NRC Requirements");

WHEREAS, EDFI has entered into a separate agreement with the Subsidiary Licensees that has substantially the same terms and purposes as this Support Agreement ( the "EDFI Agreement");

WHEREAS, Exelon and EDFI, as provided in the Third Amended and Restated Operating

.Agreement for Constellation Energy Nuclear Group, LLC dated as of March __, 2012 ("Operating Agreement"), plan to provide the Subsidiary Licensees with adequate resources for approved working

capital and other needs on an ongoing basis through various mechanisms such as capital contributions, member loans or advances, or other mutually approved funding mechanisms as discussed in the Operating Agreement; however, if these funding sources, at any time, cannot meet those needs, then Exelon and EDFI have agreed to provide credit to the Subsidiary Licensees, in the manner as described below, to allow the Subsidiary Licensees to meet their obligations to protect public health and safety.

Now, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

1.

Availability of Funding. Upon the written request of a Subsidiary Licensee, Exelon shall provide or cause to be provided to such Subsidiary Licensee such funds as the Subsidiary Licensee determines to be necessary to pay Operating Expenses or meet NRC Requirements at the same time or times as the same amount is paid by EDFI under the EDFI Agreement up to the limits set forth in that agreement; provided, however, that Exelon's maximum liability to provide funding hereunder shall not exceed (x) 50.01 percent of the total funding required by the Subsidiary Licensee pursuant to this Support Agreement and the EDFI Agreement, or (y) $205.029 million cumulatively over the life of this Support Agreement, unless, and to the extent that, advances of funds under this Support Agreement have been reimbursed in whole or part through repayments by the Subsidiary Licensee to Exelon. As such, the aggregate amount outstanding under this Support Agreement at any one time shall not exceed $205.029 million, and this shall be the maximum unreimbursed amount Exelon is obligated to provide under this Support Agreement.

2.

Request for an Advance. If the funding mechanisms as described under the Operating Agreement, at any time, are not sufficient to allow a Subsidiary Licensee to meet its needs, the Subsidiary Licensee may submit to Exelon a request for an advance of funds under this Support Agreement. Each request for an advance of funds under this Support Agreement shall be made not later than noon Eastern Time (USA) on the tenth business day prior to the proposed drawdown by notice from the Subsidiary Licensee to Exelon (pursuant to procedures that may be changed from time to time by mutual agreement) specifying the amount of the advance and a certification that such advance is for the purpose specified in Section 6.

3.

Substitution. Exelon can terminate funding provided under this Support Agreement upon 45 days' written notice to the Subsidiary Licensee if Exelon has procured a substitute loan facility and/or letter of credit for the Subsidiary Licensee that is mutually agreed to by Exelon and EDFI and meets the financial assurance requirements of the NRC to protect the public health and safety.

2

4.

Interest. Interest on any principal amount outstanding shall accrue daily at such rate, and shall be payable at such times, as mutually established by Exelon and EDF1 at the time of an advance under this Support Agreement. The interest rate applicable to any advance and the time of payment shall be noted in a note or other writing. Such notation shall be conclusive absent manifest error.

5.

Optional Prepayments. The Subsidiary Licensee, at its option, may repay all or amy part of the principal amount outstanding from time to time without penalty or premium, upon notice to Exelon made not later than noon Eastern Time (USA) on at least the second business day prior to such prepayment (which notice, if oral, shall be confirmed promptly in writing); provided, however, that if the interest rate is LIBOR based, a prepayment penalty may be assessed against the Subsidiary Licensee.

Any prepayment penalty would be mutually established by Exelon and EDFI at the time of an advance. Exelon, at its option, may waive such notice requirements as to any prepayment.

6.

Use of Proceeds. In order to provide financial assurance, any advance may be used by a Subsidiary Licensee only to meet its approved Operating Expenses and NRC Requirements, including payments for nuclear property damage insurance and a retrospective premium pursuant to Title 10, Part 140, Section 21 of the Code of Federal Regulations (10 CFR 140.21).

7.

No Guarantee. This Support Agreement is not, and nothing herein contained, and no action taken pursuant hereto by Exelon shall be construed as, or deemed to constitute, a direct or indirect guarantee by Exelon to any person of the payment of the Operating Expenses or of any liability or obligation of any kind or character whatsoever of the Subsidiary Licensees. This Agreement may, however, be relied upon by the NRC in determining the financial qualifications of each Subsidiary Licensee to hold the operating license for a Facility.

8.

Waivers. Exelon hereby waives any failure or delay on the part of the Subsidiary Licensees in asserting or enforcing any of their rights or in making any claims or demands hereunder.

9.

Amendments and Termination. This Agreement may not be amended or modified at any time without 30 calendar days prior written notice to the NRC. This Agreement shall terminate at such time as Exelon is no longer the direct or indirect owner of any of the shares or other ownership interests in a Subsidiary Licensee. This Agreement shall also terminate with respect to the Operating Expenses and NRC Requirements applicable to a Facility whenever such Facility permanently ceases commercial operations and certification is made as to the permanent removal of fuel from the reactor vessel:

3

provided, however, that this Agreement may be extended for successive periods of two years each upon the mutual agreement of the parties.

10.

Successors. This Agreement shall be binding upon the parties hereto and their respective successors and assigns.

11.

Third Parties. Except as expressly provided in Sections 3 and 6 with respect to the NRC, this Agreement is not intended for the benefit of any person other than the parties hereto, and shall not confer or be deemed to confer upon any other such person any benefits, rights, or remedies hereunder.

12.

Other Financial Support Arrangements. This Agreement supersedes any other support arrangement relating to NRC requirements, if any exists prior to the date hereof, between Exelon and a Subsidiary Licensee to provide funding when necessary to pay Operating Expenses and meet NRC Requirements for the Facilities, and any such other financial support arrangement is hereby voided, revoked and rescinded. Accordingly, the total available funding provided for in this Support Agreement shall be limited as set forth in Section I herein and shall not be cumulative with any other financial support arrangement for purposes of meeting NRC Requirements. For avoidance of doubt, the parties agree that this section does not apply to financial guarantees or commitments made to third parties, even where such agreements may relate to compliance with NRC requirements.

13.

Governing Law. This Agreement shall be governed by the laws of the State of Maryland.

14.

Dispute Resolution. In the event of any dispute arising out of or in connection with this Support Agreement, executives of Exelon and the Subsidiary Licensee will exercise good faith efforts to resolve the dispute in a timely manner. In the event that the executives of Exelon and the Subsidiary Licensee are unable to reach a resolution, the dispute, including any dispute regarding the existence, termination or validity of this Support Agreement, each Party shall have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the applicable rules of the American Arbitration Association. All disputes arising out of or in connection with this Support Agreement (including as to existence, termination and validity) shall be finally settled under the applicable rules of the American Arbitration Association (the "Rules") by three arbitrators appointed in accordance with said Rules. The place of the pre-arbitral referee procedure and of the arbitration procedure shall be Baltimore, Maryland. United States of America. The proceedings before the arbitral tribunal (including with respect to the Pre-Arbitral Referee Procedure) shall be governed by the Rules. The rules of law to be applied by the arbitral tribunal to the merits of the dispute shall be the rules of law of the 4

State of Maryland. The language of the arbitration shall be English. Evidence shall be provided in English and pleadings shall be done in English. The arbitral tribunal shall render its decision within six months from the date of signature of the terms of reference.

Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The parties waive to the extent permitted by applicable law any rights to appeal or to review of such award by any court or tribunal. The parties agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.

ACKNOWLEDGED AND AGREED N~ 'me:

• /,1&1UA 4-.&

Title Nine Mile Poidt Nuclear Statio1,, LLC Name:

5.

Z/-

Title:

e "

F-i Z

Calvert Cliffs, Nuclear Pqwqr P, lant. LLC By:_______

Name: 5.--

,,V

/-*-t,,.

Title:

-C 4F -V 12,e R. E. Ginna-ituclear Power Plant LLC By:

Name:

1 7%

Al L

Title:

5

SUPPORT AGREEMENT Between E.D.F. International S.A.

and Calvert Cliffs Nuclear Powcr Plant, LLC Ninc Mile Point Nuclear Station, LLC, and R. E. Gina Nuclear Power Plant, LIC THis SUPPORT AGR 1EA..NT, dated as of November 6, 2009 between E.D.F. International S.A. ("EDFI"), and Calvert Cliffs Nuclear Power Plant, LLC, Nine Mile Point Nuclear Station, LLC and R. E. Ginna Nuclear Power Plant, LLC, each individually herein referred to as a "Subsidiary Licensee" and all collectively herein referred to as "Subsidiary lieensees."

WITNESSFTH:

WHlEREAS, through its intermediate subsidiary companies, EDFI is the indirect owner of 49.99% of the Subsidiary Licensees; W-r`FRFA.S, Constellation Energy Group, Inc. ("CEG"),

throulgh its intermediate subsidiary companies, is the indirect owner of 50.01% of the Subsidiary Licensees; WHEREAS, the Subsidiary Licensees arc the corporate entities that hold the NRC licenses for Calvert Cliffs Nuclear Power Plant, Unit Nos. I & 2, Operating Licenses DPR-53 & DPR-69, Nine Mile Point Nuclear Station, Unit Nob. I & 2, Operating Licenses DPR-63 & NPF-69, and R. E. Ginna Nuclear Power Plant, Operating License DPR-18 (individually, each a "Facility,"

and collectively the "Facilities");

WHEREAS. EDFl and the Subsidiary Licensees desire to take certain actions to assure the ability of the Subsidiary Licw.stnec to pay their respective approved expenses at' maintaining the Facilities safely and reliably and of protecting the pblica helth and safety (the "Operating "xpensc-s") aud to meet Niuclear Regulatory Commission ("NRC") requirements dturing the life of each I'acility (the "NRC Reqtuirements")

\\Vnrmnz.xs, CEG is.ntering into a s-pxirate nareeirent wirh the Subsidiary Licenses that has sutstnntially the,aine mternm and purposes as this Support A-.,r.emnent (lercinafter, the '.2G Agareement");

WIIERE.s. EDFI and CEG, as provided in the Second Amended and Restated Operating Agreement by and among CEG, Constellation Nuclear, LLC, CE Nuclear, LLC, EDFI, EI)F Development Inc. ("EDF Development"), and Constellation Energy Nuclear Group, ILC

("CENG"), dated as of November 6, 2009

("Operating Agreement"), plan to provide the Subsidiary Licensees with adequate resources for approved working capital and other needs on an ongoing basis through various mechanisms such as capital contributions, member loans or advances, or other mutually approved funding mechanisms as discussed in the Operating Agreement; however, if these funding sources, at any time, cannot meet those needs, then CEG and EDFI have agreed to provide credit to the Subsidiary Licensees, in the manner as described below, to allow the Subsidiary Licensees to meet their obligations to protect public health and safety.

Now, TnrE.REFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

I.

A vailahility of Funding. Upon the written request of a Subsidiary Licensee, EDFI shall provide or catuse to be provided io such Subsidiary l.icensce such funds as the Subsidiary Licensee determines to be necessary to pay Operating Expenses or meet NRC Requirements at the same. time or times as the same amount is paid by CEG under the CLG Agreement; provided, however, that IDFI's maximum liability to provide funding hereutider shall not exceed the lesser of' (x) 49.99 percent of the total funding required by the Subsidiary Licensee pursuant to this Support

.A\\grecncrnt and the CEG Agreement, or (y) S1,44.971 million cumulatively over the litk of this Support Agreement, unless, and co the extent that, advances of fiunds under this Support Agreement have been reimbursed in whole or part through repayments by the Subsidiary li..censee to EDFl. As such, the aggregate amount outstanding under this Support Agrutnerit at a;,Y one time shall not exceed S144.971 million, and this shall be the maximum unreimbursed amount E1FD I is obligated to provide under this SupIort Agreement.

2.

Request frr an Advance.

IT -he funding in'chanisms as described under the Operating Agreement, a' any timc, arc not sufficien" to allow a Subsidiary Licensee to meet its needs, the Sblbndiary Licensee may submit to l)Fl a request for an advan.ce of funds under this Support Agreement.

Each request lir an advance of funiN under this Suppert A*-reement shall be made not later than ncon Eastern Time (USA) on the tenth business day prior to thle propnsed drmwdown by notice frrom the Subsidiary 1.icensee to EDPI (putrsua!t toI proccdu,'re; that may be throngled f:o-:n time to time by mutual areement) 5pecif\\'ing t1e mC ounit of the

advance and a certification that such advance is for the purpose specified in Section 6.1

3.

Substitution. EDF1 can terminatc funding provided under this Support Agreement upon 45 days' written notice to the Subsidiary Licensee if EDFI has procured a substitute loan LIcility and/or letter of credit for the Subsidiary Licensee that is mutually agreed to by EDFI and CEG and meets the financial assurance requirements of the NRC to protect the public health and safety.

4.

Jnterrst. Interest on any principal amount outstanding shall accrue daily at such rate, and shall be payable at such times, as mutually established by EDFI and CEG at the time of an advance under this Support Agreement. The interest rate applicable to any advance and the time of payment shall be noted in a note or othcr writing. Such notation shall be conclusive absent manifest error.

5.

Optional Prepayments. The Subsidiary Licensee, at its option, may repay all or any part of the principal amount outstanding from time to time without penalty or premium, upon notice to EDFI made not later than noon Eastern Time (USA) on at least the second business day prior to such prepayment (which notice, if oral, shall be confirmed promptly in writing); provided, however, that if the interest rate is LIBOR based, a prepayment penalty may be assessed against the Subsidiary Licensee. Any prepayment penalty would be mutually established by EDFI and Cf"G at the lime of an advance. EDFI, at its option, may wAive such notice requirCtrnciws Ls.o any prepayrnenl.

6.

Use of Proceeds. In order to provide financial assurance. any advance may bie used by a Subsidiary Licensee only to meet its approved Operating Expenses and NRC Requirements, including payments fbr nuclear property damage insurance and a retrospective prcrmium pursuant to Title 10, Part 140, Section 21 of the Code of Federnd Regulations (10 CFR 110.2 1).

7 Alo Guarantee. This Support Agreement is not, and nothing herein containcd, and no action tl:crn pursttant h:reto by EDFI shall be construed as, or decn;ed to constitute, a direct or indirect giraranlee by EDI -.I to amny person of the payment of the Operating Expenses or of any liability or obligati-n of any kind o, chatater whatsoever of the Subsidiary Licensees. This Agreemcnt may. however, be relied The NRC'g Dircc~o: of he: Office or N RMi clta r Rcg,-l',

mu:;! Dc'no.it!*ed !n wr.i:iig no *:,t;i:r thn I) dajy!; fr~rc l.

11iudt :!rf pravido'd. ;; accordaoce. wi o

ceA( (

n

()i Oc'Jrtnbe ', 200)'.

upon by the NRC in determining the financial qualifications of each Subsidiary Licensee to hold the operating license Ibr u Facility.

8.

Waivers. EDEI hereby waives any failure or delay on the part of the Subsidiary Licensees in asserting or enforcing any of their rights or in making any claims or demands hereunder.

9.

Amendments and Termination. This Agreement may not be amended or modified at any time without 30 calendar days prior written notice to the NRC.

This Agreement shall terminate at such time as EDFI is no longer the direct or indirect owner of any of the shares or other ownership interests in a Subsidiary Licensee.

This Agreement shall also terminate with respect to the Operating Expenses and NRC Requirements applicable to a Facility whenever such Facility permanently ceases commercial operations and certification is made as to the permanent removal of tfel frort the reactor vessel; provided, however, that this Agreement may be extended fbr successive periods of two years each upon the mutual agreement of the parties.

10.

Sue*xesurs. This Agreement shall be binding upoin the parties hereto and their respective successors and assimns.

if.

Third Parries. Except as expressly provided iTn Sections.3 and 6 with respect to the NRC, this Agreement is not inmended for 'he benefit of any person other than the parties hereto, and shall not confer or be deemed to confer upon any other such person any benefits, rights, or remedies hereunder.

12.

Other Pin,,ial Sunporl Arran, emcnts. This Agreement supers.*edes any other support ar.,.czn:nt relating to NRC requirements, if any exists prior to the date hereof, between EDFI and a Subsidiary Licensee to provide funding when necessary to pay Operating Expenses -rd meet NRC Requirementls fur the Facilitics, nad trny such other financial support arranecmint is hereby voided, revoked and n-iucinded. Accordingly, the iota! available funding provided for iii this Support Agrecment shall be limited as set forth in Section I herein and shall not be cumulative with any other tinancial support armagetenf Ifor purposes of m~t-'-ting NRC Requirements. For avoidance of doubt, the oartie_ mgree that this Section 12 does not aprply to financial guarantces or comnnitments made to third parties, even wherc such agreements may rel.tae to compliance with NRC req~uiremcnts.

4

13.

Governing Law. This Ageement shall be governed by the laws of the State of New York.

14.

Dispute Resolution. In the event of any dispute arising out of or in connection with this Stipporl Agreement, executives of EDFI and the Subsidiary Licensee will exercise good faith efforts to resolve the dispute in a timely manner. In the event that the executives of EDfI and the Subsidiary Licensee are unable to raeh a resolution, the dispute, including any dispute regarding the existence, termination or validity of this Support Agreement, each Party shall have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its Rules for a Pre-Arbitral Referee Procedure. All disputes arising out of or in connection with this Support Agreement (including as to existence, termination and validity) shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the ":Rules") by three arbitrators appointed in accordance with s-aid Rules. The place of the pre-arbitral referee procedure and of the arbitration procedure shall be New York, New York, United States (if America. The proceedings before the arbitral tribunal (including with respect to the Pre-Arbitral Referee Proce:dure) shall be governed by the Rules. The rules of law to be applied by the arbitral tribunal to,he merits of the dispute shall be the rules of law of the State of Newý York. The language of the arbitration shall be English. Evidence shall be provided in English and pleadings shall be done in English. The arbitral tribwunal shall render its decision withir. six months from the date of signature of the terms of reference. Any dec-ision or award of the arbitral iribunal shall be final and binding upon the panties to the arbitration proceeding. The parties waive to the ext-rnt per'itted by applicable law any rights to appeal or to review of such award by any cowrt or tribninal. The parties agree that the arbitral avard may be enforced against the parties to the arbitration proceeding or iheir assets wherever they mnay be round and tha" a judgment upon the arbitral award may be entered in any court having jurisdiction thereof.

5

IN WITNESS WHEUEOF, the parties h'reto have caused this Agrccmnent to be executed and delivered by their respective officers thereunto duly authorized as of the day arnd year firs, above writtert.

ACKNOWLEDGED AND AGREED E.D.F. International S.A.

Name:

Daniel Camus

Title:

Chainnar, Calvert Cliffs Nuclear Power Plant, LLC By:

Name:

Title:

Nbin Mile P'oint Nuclear Station, tLC By:..

Nanme:____

Title:

R. E. Ginna Nuelenr Power Pbunt, LLC By:

ritle: ______

ýHNL' ztA m~ !n~.r

~r

IN Wmr.qm vamuoF, the partics hereto have caused this Agreement to be executed and delivered by their respective officers thercunto duly authorized as of the day and year first above written.

ACKNOWLEDGED AND AGREED E.D.F. Intcerational S.A.

By:

Name:

Title:

Calvert Cliffs N Oieur Pow Plan;' LLC By; Name:__

5 L.A'~i,

Title:

c A

Nine Mile Po'. tNuclear" RM 'on, LLC Na.-re:

.,L

~

Title:

CV L R.... Ginna N v

._ar P wer an LLC B3y:

Name:

uae flCSuppor, Agrcc-r.o S'9nahj-v Pigei

ATTACHMENT (4)

ADDITIONAL FINANCIAL INFORMATION (NON-PROPRIETARY VERSION)

Constellation Energy Nuclear Group, LLC December 17, 2013

ATTACHMENT 4 Additional Financial Information (Non Proprietary Version)

Calvert Cliffs, Nine Mile Point & Ginna Response to NRC Request For Additional Information 2014 2015 2016 2017 2018 Calvert Cliffs Revenues ($M)

PPA Market Sales Total Revenues Average Price Per MWh PPA Market Sales Purchased Fuel and Energy and Cost of Sales ($M)

Purchased Fuel and Energy and Cost of Sales Per MWh Total Plant MWh Capacity (MWh)

Projected Capacity Factor Nine Mile Point Revenues ($M)

PPA Market Sales Total Revenues Average Price Per MWh PPA Market Sales Purchased Fuel and Energy and Cost of Sales ($M)

Purchased Fuel and Energy and Cost of Sales Per MWh Total Plant MWh Capacity (MWh)

Projected Capacity Factor Ginna Revenues (SM)

PPA Market Sales Total Revenues Average Price Per MWh PPA Market Sales Purchased Fuel and Energy and Cost of Sales (SM)

Purchased Fuel and Energy and Cost of Sales Per MWh Total Plant MWh Capacity (MWh)

Projected Capacity Factor Page 1 of 4

ATTACHMENT 4 Additional Financial Information (Non Proprietary Version)

Notes 1

The reported amounts in Attachment 4a are based on Exelon Generation's 5-year forward looking strategic plan for the period 2014 - 2017. The reported amounts for "Revenues," specfically "Market Sales" (in the "Revenues" section) are conservative in comparison to the corresponding forward market energy prices as of the date of the license transfer application submittal (the reported amounts reflect energy prices that were lower than the prevailing forward markpt Pnprgv nrirp).

2 Projections for the 2018 reported amounts were developed by applying a standard 3% escalation rate to the 2017 reported amounts, including "Revenues" and "Market Sales." Since the 2014 - 2017 reported amounts for Revenues and Market Sales were conservative, the 2018 proiections are also conservative.

3 PPA revenue includes Legacy PPA agreements (Ginna only) and Unit Contingent hedges (with Exelon Generation and EDF Trading).

4 Total Plant MWh Capacity (MWh) and Projected Capacity Factors reported for 2018 were assumed to be consistent with the corresponding amounts reported for 2017.

Page 2 of 4

ATTACHMENT 4 Additional Financial Information (Non Proprietary Version)

ExGen Consolidated Projected Income Statement Response to NRC Request For Additional Information (millions) 2014 2015 2016 2017 2018 Operating revenues Operating revenues Operating revenues from affiliates Total Operating Revenues Operating expenses Purchased power and fuel Operating and maintenance Operating and maintenance from affiliates Depreciation and amortization Taxes other than income Total operating expenses Equity in loss of unconsolidated affiliates Operating (loss) income Other income and (deductions)

Interest expense Other, net Total other income and (deductions)

(Loss) income before income taxes Income (benefit) taxes Net (loss) income Net income (loss) attributable to noncontrolling interests Net (loss) income on membership interest Page 3 of 4

ATTACHMENT 4 Additional Financial Information (Non Proprietary Version)

Notes 1

All financial projections are based on Exelon's 6+6 Long Range Plan update for the period 2014 - 2017 adjusted to reflect the impacts associated with the planned integration of CENG's nuclear plants into Exelon Generation Company's nuclear fleet.

2 Exelon Generation Company will adopt full consolidation of CENG as of the effective date of the integration transaction; the financial projections assumes Exelon Generation Company will begin consolidating CENG beginning March 31, 2014.

3 The CENG integration transaction includes an option provision for EDF to sell its 49.99% interest in CENG to Exelon between 2016-2022 at fair market value; the proforma financial scenario prepared in response to the NRC Request For Additional Information reflects an assumption that the put option is exercised January 1, 2016 (the earliest potential date for exercise of the out ootion).

4 Projections for 2018 were developed by applying a standard 3% escalation rate to the 2017 revenues and expenses.

5 Financial projections do not reflect intercompany eliminations related to the full consolidation of CENG. In addition, the financial projections do not reflect harmonization of CENG's and Exelon Generation Company's accounting policies.

Page 4 of 4

ATTACHMENT (4A)

ADDITIONAL FINANCIAL INFORMATION (PROPRIETARY VERSION)

Constellation Energy Nuclear Group, LLC December 17, 2013

ATTACHMENT (5)

WOOD MACKENZIE PROJECTIONS (NON-PROPRIETARY VERSION)

Constellation Energy Nuclear Group, LLC December 17, 2013

Wood Wood Mackenzie North America Power Service July 31, 2013 Average Power Prices (All-In Energy + Capacity, Nominal $/MWh) 1 2013 2014 2015 2011 2017 2018 I~

PJU Western Hub NYISO Zone A

ATTACHMENT (5A)

WOOD MACKENZIE PROJECTIONS (PROPRIETARY VERSION)

Constellation Energy Nuclear Group, LLC December 17, 2013

ATTACHMENT (6) 10 CFR 2.390 AFFIDAVIT OF JAMES A. SPINA Constellation Energy Nuclear Group, LLC December 17, 2013

AFFIDAVIT UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of

))

Constellation Energy Nuclear Group, LLC, et al.

)

AFFIDAVIT I, James A. Spina, VP-Corporate Site Operations of Constellation Energy Nuclear Group, LLC (CENG) do hereby affirm and state:

I.

I am authorized to execute this affidavit on behalf of the Licensees.

2.

CENG is providing information on behalf of itself and the other Aplicants in support of their application for an Order approving license transfers.

The documents being provided in Attachments 4A and 5A contain proprietary financial information and financial projections related to the ownership and operation of the Licensees' generation assets and proprietary financial projections generated by Wood Mackenzie. These documents constitute proprietary commercial and financial information that should be held in confidence by the NRC pursuant to the policy reflected in 10 CFR § § 2.390(a)(4) and 9.17(a)(4), because:

i.

This information is and has been held in confidence by the Applicants.

ii.

This information is of a type that is customarily held in confidence by the Applicants, and there is a rational basis for doing so because the information contains sensitive financial information concerning projected revenues and operating expenses of the Licensees and proprietary projections of market prices generated by Wood Mackenzie.

iii.

This information is being transmitted to the NRC voluntarily and in confidence.

iv.

This information is not available in public sources and could not be gathered readily from other publicly available information.

v.

Public disclosure of this information would create substantial harm to the competitive position of the Applicants by disclosing their internal financial projections and to Wood Mackenzie by disclosing proprietary projections for which it charges fees to access.

3.

Accordingly, the Applicants request that the designated documents be withheld from public disclosure pursuant to the policy reflected in 10 CFR §§ 2.390 nd 9.17(a)(4).

Jam~eA. pma Subscribed and sworn before me, a Notary Public, in and fo he State of Maryland and City of O/c20ht* this 11 day of NeCI m ibe,2013.

WITNESS my hand and Notarial Seal:

/j 21

/ 4 144#*

Notary Public My Commission Expires:

" A4-4' Date I of I