ML13360A200

Response to Nrc'S 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 A 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 2.390James A. SpinaVP-Corporate Site Operations Office 410-470-5203 Fax 410-470-6305 E-mail: James.Spina@cengllc.com Exelon.Generation CENG.a joint venture ofOE-nW -eDF10 CFR 50.8010 CFR 50.9010 CFR 72.50December 17, 2013U.S. Nuclear Regulatory Commission Washington, DC 20555-0001 ATTENTION:

SUBJECT:

Document Control DeskCalvert Cliffs Nuclear Power Plant, Units 1 and 2Renewed Facility Operating License Nos. DPR-53 and DPR-69Docket Nos. 50-317 and 50-318Calvert Cliffs Independent Spent Fuel Storage Installation Materials License No. SNM-2505Docket No. 72-8Nine Mile Point Nuclear Station, Units 1 and 2Renewed Facility Operating License Nos. DPR-63 and NPF-69Docket Nos. 50-220 and 50-410Nine Mile Point Nuclear Station, Independent Spent Fuel Storage Installation General LicenseDocket No. 72-1036R.E. Ginna Nuclear Power PlantRenewed Facility Operating License No. DPR-1 8Docket No. 50-244R.E. Ginna Independent Spent Fuel Storage Installation General LicenseDocket No. 72-67Response to NRC's Request for Additional Information Regarding Application forOrder Approving Transfer of Operating Authority and Conforming LicenseAmendments Constellation Energy Nuclear Group, LLC100 Constellation Way, Suite 200C, Baltimore, MD 21202UNRESTRICTED UPON REMOVAL OF ATTACHMENTS 4A and 5A[A ~-A52~~ ~jt~5s Document Control DeskDecember 17, 2013Page 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 PowerPlant, Unit Nos. I and 2, Nine Mile Point Nuclear Station, Unit Nos. Iand 2, and R. E. Ginna Nuclear Power Plant- Request for Additional Information Regarding Order Approving Direct Transfer of RenewedFacility 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) toDocument Control Desk (NRC), dated August 6, 2013, Application forOrder 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, actingon behalf of itself, Exelon Generation

Company, LLC, and its subsidiary licensees, Calvert Cliffs NuclearPower Plant, LLC, Nine Mile Point Nuclear Station, LLC and R.E. Ginna Nuclear Power Plant, LLC, tothe Nuclear Regulatory Commission's request for additional information (Reference a) regarding theApplication 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) alongwith 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 werequest that these attachments be withheld from public disclosure pursuant to 10 CFR §§ 2.390(a)(4) and9.17(a)(4).

Attachments (4) and (5) are provided as non-proprietary versions suitable for publicdisclosure.

An affidavit supporting the request for withholding Attachments (4A) and (5A) from publicdisclosure 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.SincerelJ es A. SpinaJAS/EMT/bjd ZAttachments:

(1)(2)(3)(4)(5)(6)Response to NRC Request for Additional Information Credit Rating Agency ReportsExisting 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 DeskDecember 17, 2013Page 3Proprietary Attachments:

(4A)Additional Financial Information (Proprietary Version)(5A) Wood Mackenzie Projections (Proprietary Version)cc: (With Attachments 4A and 5A)NRC Project Manager, Calvert CliffsNRC Project Manager, GinnaNRC Project Manager, Nine Mile PointRegional Administrator, NRC Region ISusan Uttal, NRC Office of General CounselThomas 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 CliffsNRC Resident Inspector

-Nine Mile PointNRC Resident Inspector

-R.E. GinnaS. Gray, Maryland DNRA. L. Peterson, NYSERDAB. Frymire, NYSDPS ATTACHMENT (1)RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION Constellation Energy Nuclear Group, LLCDecember 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 findsnecessarv to cover the projected operating costs of Calvert Cliffs, Calvert Cliffs ISFSI, Ginna, GinnaISFSI, NMP 1, and a pro rata share of the estimated operating costs of NMP 2 associated with a total82% 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 workingcapital 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 itsfinancial qualifications to carry out the activities for which the license is being sought. In addition, perNUREG 15 77, Rev. 1, the reviewer "will also consider relevant-financial information (i.e., injbrmation oncash or cash equivalents that would be sufficient to pay fixed operating costs during an outage of at least6 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 ormore 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 andultimately address any new financial qualification concerns.

The finding of reasonable assurance thatfunds will be available to cover estimated operating costs for the period of the license relies on theapplicant providing sufficient information regarding availability of credit or support agreeqzents, banklines of credit or other specifically identified sources of funds, sufficient to fund the estimated fixedoperating 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, statewhether Exelon, or who will have the authority, and will have the ability to modify the existingcash pooling arrangement andfuture financial support agreements.

ResponseAs noted in Reference 1, Constellation Energy Nuclear Group, LLC (CENG) continues to maintain aneffective and efficient stand-alone cash pooling structure in which the individual Owner Licensees areable to finance their working capital needs. Pursuant to Section 6.3 of the Fourth Amended and RestatedCENG Operating Agreement,

("LLC Agreement")

and the definition of "Designated Available Cash" inArticle I of the that agreement, Exelon Generation and EDF Inc. (EDF) have agreed that CENG willtarget maintaining a $125 million net surplus cash position on an on-going consolidated basis, after takinginto account any borrowed or invested cash positions from the individual Owner Licensees,

.ExelonI of 7 ATTACHMENT (1)RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION Generation does not have independent authority to change the cash pooling arrangements, which havebeen fully executed and which continue to remain in full force. However, Exelon Generation controlsCENG and its subsidiaries subject to the terms of the LLC Agreement.

Changes to the financial SupportAgreements 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, CalvertCliffs Nuclear Power Plant, LLC, Nine Mile Point Nuclear Power Station, LLC, and R.E. Ginna NuclearPower Plant, LLC. These entities (the Owner Licensees) will retain their licensed ownership interests inthe licensed facilities and their responsibility to pay the operating costs and decommissioning expensesfor 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 thatit 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 licensedoperator, Entergy Nuclear Operations, Inc. (ENO), in Section 4.0.7 of the Safety Evaluation regarding anindirect license transfer in connection with the Enexus Restructuring Transaction, where ENO reliedsolely upon receiving revenue from the owner licensees of the facilities.

The NRC staff's SafetyEvaluation 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 toown the facilities pursuant to current operating agreements and intra-corporate arrangements.

Thus, ENO will rely upon the financial qualifications of the licensedowners of the facilities, because these entities will be financially responsible for theoperation and decommissioning of the units.For purposes of reviewing the pending application, the NRC staff can conclude that Exelon Generation isfinancially qualified to assume operating authority based upon the financial qualifications of the OwnerLicensees, which remain unchanged.

In addition, Exelon Generation is an established entity in its ownright, 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 fromits nuclear generating operations, non-nuclear generating operations, and other operations such as powermarketing are reflected in the five year pro forma financial projections provided in Attachment (6A) toReference I. These projections reflect Exelon Generation's annual revenues exceeding

$20 billion peryear and annual operating income exceeding

$1 billion per year. Substantial weight should be affordedExelon Generation's independent financial qualifications to assume operating authority for thesefacilities.

Significantly, Exelon Generation maintains investment grade credit ratings for its senior unsecured debtfrom Fitch, Moody's and Standard and Poors ("S&P").

Copies of the most recent Fitch, Moody's andS&P Reports for Exelon Generation are provided as Attachment (2). The applicable NRC guidance inNUREG- 1577, Rev. I, "Standard Review Plan on Power Reactor Licensee Financial Qualifications and2 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 herreview. If a license applicant has an "investment-grade" rating or equivalent from at leasttwo 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 creditratings maintained by Exelon Generation are sufficient taken alone to conclude that the Applicants arefinancially qualified, because Exelon Generation will be named as the operating licensee on each licensewith full responsibility for nuclear safety and security at these facilities.

b. Provide copies of the current executed support agreements between Constellation and theSubsidiary Licensees, and E.D.F. International SAS (EDFI) and the Subsidiary Licensees for theNRC 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.ResponseCopies of the executed support agreements between subsidiary owner licensee companies and the twocompanies providing financial

support, Exelon Generation and EDF International SAS, are provided asAttachment (3). EDF International SAS is the successor in interest to EDF International SA, whichexecuted 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 itscorporate form (similar to conversion of a corporation to a limited liability company),

but remains subjectto 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 thepending 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 withthe indirect license transfers reviewed in Reference

2. Thus, the $350 million in existing parental supportagreements remains adequate to fund the fixed O&M expenses for simultaneous outages at any two of thethree sites for more than six months and simultaneous outages for all three sites for approximately five-sixmonths. In addition, each of the subsidiary owner licensee companies has access to the cash poolingarrangements 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 threeCENG sites for outages for more than 12 months.c. Provide a breakdown and supporting documentation for the reported

revenue, including priceper megawatt-hour (MWh) amount of megawatts, and capacity factor. The revenue projection should be broken out as follows:i. Total Plant MWh capacityii. Projected Capacity Factoriii. Average Contract Price per MWhiv. Average Market Price per MWh3 of 7 ATTACHMENT (1)RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION

v. Power Sales -Contractvi. Power Sales -Marketvii Total RevenueAdditionally, provide the listed fuel costs per unit under O&M. and provide the revised revenueswhich should not be net of any list costs.ResponseResponse to this RATI .c requires submittal of financial information that is considered confidential andproprietary.

Therefore, this information is being provided in a separately bound Attachment (4A), andapplicants 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 publicdisclosure.

An affidavit supporting the request for withholding Attachment (4A) from public disclosure isprovided as Attachment (6).d. Provide revised pro-formas to include the scenario where EDF exercises its put option at theearliest possible time permitted by the agreement.

ResponseThe exercise of the put option by EDF will not affect the five year financial pro formas for the OwnerLicensees that were previously submitted as Attachment (6A) to Reference 1, because the paymentobligations relating to the put option are the responsibility of Exelon Generation.

However, the proformas 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 Interestamounts reflected in the pro formas for the Owner Licensees.

In addition, Exelon Generation's proformas would be impacted by the expense associated with acquiring EDF's 49.99% interest.

Revised proformas for Exelon Generation are provided in the proprietary Attachment (4A) to reflect the impact of theput option being exercised at the earliest possible time.e. State whether pro-forma income statements include the loan provided from Exelon toConstellation.

If so, please indicate where this source offunds is utilized.

ResponseThe loan provided by Exelon Generation to CENG does not impact the pro formas for the OwnerLicensees, because the debt is held by CENG. The Exelon Generation pro formas provided inAttachment (6A) of Reference 1 already account for the impact of the loan, which affects ExelonGeneration's consolidated financial results.f On September 3, 2013, Federal Energy Regulatory Commission (FERC) issued an Orderapproving Exelon and subsidiaries' petition

.for a Declaratory Order requesting that FERC findthat section 305(a) of the Federal Power Act (FPA) is not a bar to the payment of dividends fromcertain capital accounts firom Constellation subsidiaries (Acquired Subsidiaries).

The Orderstated:Applicants

[Exelon and subsidiaries]

explain that the purpose of this petition is toobtain a determination from the Commission that section 305(a) of the FPA doesnot prohibit:

(7) the Acquired Subsidiaries

[Constellation subsidiaries]

from4 of 7 ATTACHMENT (1)RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION paying dividends to their parent company, Exelon Generation, from theirrespective capital accounts in equal measure to the finds that were recorded asretained earnings at the close of the Merger; and (2) Exelon Generation from, inturn, paving dividends to its parent company, Exelon Ventures, firom its capitalaccounts to the extent that Exelon Generation has received dividends from any ofthe Legacy Constellation Subsidiaries paid out of funds recorded as miscellaneous paid-in capital.

Applicants state that granting its petition will enable Exelon tomove excess cash out of the Acquired Subsidiaries and Exelon Generation toallow the use of this cash elsewhere in the Exelon system. Otherwise, Applicants assert that significant corporate funds could be stranded on the books of theApplicants 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 powerplant (62 FR 44071), and has previously conditioned license transfer approvals upon arequirement that the licensee not transfer significant assets from the licensee without firstnotifying the NRC.Please explain if the Exelon's removal of assets fr'om the Constellation subsidiaries willimpact the safe operation of the Constellation plants or decommissioning fundingassurance.

ResponseThe 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, ExelonGeneration and the Owner Licensees, have substantial resources to meet their obligations.

Moreover, theApplicants 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 nuclearfacilities.

Decommissioning funding assurance for the Owner Licensees is maintained by existing prepaidfunds segregated from their other assets into nuclear decommissioning trusts that are outside theadministrative control of the licensees in compliance with 10 CFR 50.75(e)(1)(i).

Exelon Generation andEDF have committed to assuring that the Owner Licensees maintain adequate liquidity to support theirfunding needs, and Exelon Generation is committed to maintaining its independent investment gradecredit 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 thefollowing (page 18):As part of reaching a comprehensive agreement with EDF in October 2010, theexisting power purchase agreements with [Constellation Energy Nuclear Group, LLC]CENG were modified to be unit-contingent through the end of their original term in2014. Under these agreements, CENG has the ability to fix the energy price on aforward basis by entering into monthly energy hedge transactions for a portion of thefuture 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'snuclear plants at market prices. Generation discloses in the table above commitments to purchase from CENG at fixed prices. All commitments to purchase from CENG atmarket prices, which include all purchases subsequent to December 31, 2014, areexcluded from the table.Identify the source or sources offunds that will be available to cover operational expenses following theend of the power purchase agreements terms in 2014. Indicate if the pro-formas provided in the licensetransfer application reflect projected market prices from 2015 through 2019. Provide supporting documentation tojustify the projected market prices per MWh.ResponseSee Response to RAI I.c above. The market price assumptions used in the financial pro formas areincluded in proprietary Attachment (4A). These assumptions are generally conservative when comparedto the prevailing forward energy prices as of the date of the license transfer application.

For example, theseparately 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 bewithheld from public disclosure pursuant to 10 CFR §§ 2.390(a)(4) and 9.17(a)(4).

Attachment (5) isprovided as a non-proprietary version suitable for public disclosure.

An affidavit supporting the requestfor 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, demandand power price outlooks.

The Wood Mackenzie projections of market power prices for "PJM WesternHub" 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 marketprices provided in Attachment (4A) are lower than the projections generated by Wood Mackenzie andprovided in Attachment (5A). The more conservative assumptions in Attachment (4A) were used asinputs for the pro forma projections provided in Attachment (4A) of this Response to RAIs, as well asAttachment (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 LicenseAmendments (ML 1 3232A 156)(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 DocumentControl Desk (NRC), dated April 15, 2011, Notice Regarding Change in Corporate Form ofE.D.F. International SA (ML1 I 109A035).

7 of 7 ATTACHMENT (2)CREDIT RATING AGENCY REPORTSConstellation Energy Nuclear Group, LLCDecember 17, 2013 Exelon Generating Co. LLCSubsidiary of Exelon Corp.Full Rating ReportRatingsForeign CurrencyLong-Term IDRShort-Term IDRSenior Unsecured Commercial PaperIDR -Issuer Default Rating.Rating OutlookLong-Term Oo~g-u'RiyIf Financial DataExelon Generating Co. LLC($ Mo.) 12/31/12Key Rating DriversBBB+ Reduced Financial Commitments:

Exelon Generation Co., LLC's (Exgen) ratings reflectF2 recent steps taken by management to reduce financial commitments and solidify credit qualityBBB+ in the face of persistently low power prices that are pressuring wholesale and retail profitF2 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 strongduring a low point in the commodity cycle, and to compare favorably to Fitch's target ratios andStable their respective peer groups.12/31/11RevenueGross MarginOperating EBMTANet IncomeCFFOTotal DebtTotal Capitalization Capex/Depreciation 14,4377,3762,0175623,5816,38520,279479.9010,3086,8583,4751,7713,3133,95412,682460.38Related ResearchBaltimore 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 dividendreduction and to apply available cash to retire maturing and/or callable debt. The new dividendtakes 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 reducespressure on credit quality measures.

The capex reduction includes approximately

$1.025 billionfrom the deferral of planned nuclear uprates and $1.25 billion from eliminating unidentified windand 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 havesolidified Exgen's financial position.

Fitch estimates Exgen's adjusted ratio of FFO/interest tobe 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 Fitchexpects them to persist for several more years, lowering gross margin and keeping pressure oncredit quality measures.

The situation is exacerbated by rising nuclear operating, fuel, andmaintenance costs.Competitive Position:

Exgen's largely nuclear-fueled generating fleet is low on the dispatchcurve and likely to be dispatched under any price scenario.

It is well positioned to benefit fromany uplift in power prices from higher environmental costs or plant retirements, and requireslimited 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/orleverage, a sustained nuclear outage, or a change in hedging strategy could trigger adownward rating action.AnalystsRobert Homick+1 212 908-0523robert.homic tratingscom Shalini Mahajan+1 212 908-0351shali.i.mahajan

~tchratings-com www.fitchratings.com April 18, 2013 Financial OverviewLiquidity and Debt Structure Exgen's committed bank credit facilities aggregating

$5.7 billion provide ample liquidity.

Thecredit 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 anadditional

$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, andcommercial paper borrowings.

The credit agreement does not contain a material adversechange clause, and the only financial covenant requires a minimum cash fromoperations/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 ofConstellation Energy Group (Constellation) debt, and $500 million of limited recourse projectdebt 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, ishoused 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 $520 million ofmaturing debt with cash in 2014.Debt Maturities and Liquidity (S Mtl., At Dec. 31, 2012)Debt Maturitles 2013201420152016After 2016Cash and Cash Equivalents Undrawn Committed Facilities Source: Company data, Fitch.Total Debt and LeverageI Total Debt (LHS)-ODebt/EBITDA (RHS)($ Mil.)(x)28 7,000616 6,000553 5,00076 4,0005,998 3,000671 2,0003,782 1,00003.53.02.52.01.51.00.50.02007 2008 2009 2010 2011 2012Source: Company data, Fitch.Cash Flow AnalysisExgen's cash flow position has been strengthened considerably by the reductions in thecommon 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 existingfacilities and nuclear fuel, with the remainder primarily investments in nuclear uprates andrenewables.

Fitch expects Exgen to use FCF plus available cash to fund debt maturities overthe next several years and to opportunistically retire callable debt.Related CriteriaRecovery Ratings and NotchingCriteria for Utilities (November 2012)Corporate Rating Methodology (August 2012)Parent and Subsidiary RatingLinkage (August 2012)Exelon Generating Co. LLCApril 18, 20132 CFO and Cash Use, Cash Flow from Operations a Capex a Dividends/Net Share Repurchases 5,0004,5004,0003,5003,00025002:00050020072008 200920102011 2012Source: Company data, Fitch.Peer and Sector AnalysisPeer GroupIssuerCountrysea+Exeatn Generation Co. LLC United StatesPSEG Power LLC United StatesassPPL Energy Supply, LLC United StatesmB-FirstEnergy Solutions Corp.Source: Fitch.United StatesPeer and Sector AnalysisExelon Generation PPL Energy FirstEnergy Co. LLC Supply, LLC Solutions Corp. PSEG Power LLCLTM as of 1231/112 12/31/12 12131/12 12131/12Long-Term IDR 8B8+ 881 B8B- BBB+Outlook Stable Negative Stable StableFinanclal Statistics (S M1.)Revenue 14,437 5,500 5,918 4,865EBITDA 2,017 1,234 782 1,360FCF (1,817) (666) (298) 133Total Adjusted Debt 6,385 4,124 5,221 2,340Funds Flow from Operations 3,667 979 559 1,367Capex (3,772) (663) (1,119) (646)Credit Metrics (x)E8ITDA/Groas Interellt Coverage 5.20 5.16 2.89 8.45Debt/FFO 1.74 4.21 9.34 1.71Debt/EBITDA 3.17 3.34 6.68 1.72FFO Interest Coverage 10.45 5.1 3.06 9.49CapeDepreation

(%) 479.9 205.26 318.8 272.57IDR -Issuer Default Rating.Source: Company data, Fitch.Issuer Rating HistoryLT IDR OutloolkDate (FC) WatchFeb. 8, 2013 SOB+ StableMarch 12, 2012 BBB+ StableApril 28, 2011 BBB+ StableJan. 24, 2011 BBB+ StableJan. 25,2010 888+ StableJuly 21, 2009 BBB+ StableOct. 20, 2008 888+ RWNMay 30, 2008 8BB+ PositiveAug. 29,2007 888+ StableJan. 18,2007 BBB+ StableNov. 17,2006 B8+ StableDec. 6,2005 BBB+ StableDec.20, 2004 BB8+ StableMay 2, 2001 BBB+ StableLT IDR (FC) -Long-term Issuer DefaultRating (foreign currency).

RWN -Rating Watch Negative.

Source: Fitch.Sector Outlook Distribution x2013x2012(%)1008080 i40 1.20 ______PositiveNegativeStableSource: Fitch.Exelon Generating Co+ LLCApril 18, 20133 Key Rating IssuesOperating Environment The operating environment for EXC's merchant generation business is expected to remainchallenging, with sluggish demand and low natural gas and power prices likely to persist forseveral 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 bymore than $5 billion over the next five years, easing the pressure on cash flow and creditquality measures during a low point in the commodity cycle.Hedging StrategyExgen 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 arecurrently below ratable, reflecting relatively weak forward power prices. Realized energy pricesin existing hedges trend downward through 2014. In 2015, there is a modest uptick in theweighted average hedge price, reflecting an improvement in the Mid-Atlantic and New Yorkmarkets and a further decline in the Midwest, ERCOT, and New England.

Expected generation declines in each of the three years.ComrApproximately 80% of Exgen's electricity production from owned generation is derived frombase load nuclear generating facilities that are low on the dispatch curve and likely to bedispatched under almost any price scenario.

The low marginal cost generating fleet stands tobenefit from any uplift in power prices from higher environmental costs and plant retirements, and requires limited environmental remediation expenditures.

Revised Growth PlanIn November 2012, management revised downward an aggressive investment program initially unveiled in February 2012. The revised plan is driven by lower earnings and cash flowexpectations from the continued weakness in wholesale power markets across the U.S. andtightening 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 inthe budget, including

$500 million for nuclear uprates totaling 270 MW, to be completed by2016 and completing the build-out of the Antelope Valley Solar ranch ($775 million).

Theremainder is for upstream gas projects

($175 million) and new generation in Maryland($225 million),

required as part of the Constellation merger approval.

Fitch believes otherinvestments 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 reserveposition.

Exelon Generating Co. LLC 4April 18, 2013 Organizational Structure Organizational Structure

-Exelon Corp.($ Mil., As of Dec. 31, 2012)IGonAellaton Nudem LLC14 iýConstellation NPwEnt,,ryy Inc,Constellation Eneigy Commodities

GrOL11r, Inj7RF HoldCo LLCIDR -Issuer Default Rating. NR -Not rated.Source: Company filings, Bloomberg, and Fitch Ratings.Exelon Generating Co. LLCApril 18, 20135 Key MetricsDefinitions

"

Gross debt pkjsIese adjustmnent minus equftyaudit for hyb~rid suietpkis pimred stDck dided byFF0 plus goess kiterest paidpkus prelarred divdexds pkusrenta expense.* Interest Cover FFO plus grossWiterest pad plus prefenrddividends ivided by gossterest pd plus prefenuddividends

• FCFiRevenue:

FCF afterdividends divided by revenue." FFQOebt FFO divided bygross debt plus Iseads-mW nf~us equi creditfr hybd kubuments pluspreferred stock.Fith's expectations are based on theagencys tery prodced,conservative raIng case forecasts.

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

Key Fitch forecasts assu-plo indude:* Gas and power prnies in Ninevwth urrent fbirds." D[iscra r renewleinvesments Wiany, are fundedvAO, normwurse debL" Existig hedge poic remains inpiece.SProjected merger relatedsyergies are aieved by2014.Leverage:

Total Adj. Debt/Op.EBITDARInt. Coverage:

Op EBITDA/Gross Int.Exp.-Exelon Generation Co. LLC-Power and Utility U.S. Median(x) iBBB U.S. Medians543202009 2010 2011 2012 2013F 2014F2520151050-Exelon Generation Co. LLC-Power and Utility U.S. Median(x) iBBB U.S. Medians2009 2010 2011 2012 2013F 2014FF -ForecastSource: Company data, Fitch.F -Forecast.

Source: Company data, Fitch.FCF/Revenues

-Exelon Generation Co. LLC-Power and Utility U.S. Median-BBB U.S. Medians8 (%)N420(2)(4)(6)2009 2010 2011 2012 2013F 2014FF -Forecast.

Source: Company data, Fitch.FFO/Debt120100806040200-Exelon Generation Co. LLC-Power and Ulty U.S. Median-BBB U.S. Medians(%) 22009 2010 2011 2012 2013F 2014FF -Forecast.

Source: Company data, Fitch.Capex/CFO 1208040-Exelon Generation Co. LLC-Power and Utility U.S. Median-8 BBB U.S. Medians(%)02009 2010 2011 2012 2013F 2014FF -ForecastSource: Company data, Fitch.Exelon Generating Co. LLCApril 18, 20136 Company ProfileExgen, a subsidiary of EXC, is the largest merchant power generator and the single largestowner 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%, andpurchases 35% in 2012. The nuclear capacity factor of Exgen-operated plants was 92.7% in2012, 93.3% in 2011, and 93.9% in 2010. Constellation, a unit of Exgen, markets energy fromthe generation portfolio in the wholesale bilateral and spot markets, and provides retail electricand gas service as an unregulated retail energy supplier.

Business TrendsRevenue DynamicsRevenue-Revenue Growth %EBITDA DynamicsEBITDA-EBITOA Margin($ Mil.)20,00015,00010.0005,000(%)--TI.." -111111111111mA 50.0 4,00040.0 3,5003,00030.0 2,50020.0 2.00010.0 1,5000.0 500(10.0) 03020100(s Mii.)(%)r40Source: Company data, Fitch.Source: Company data, Fitch.Exelon Generating Co. LLCApril 18, 20137 Financial Summary -Exelon Generation Co. LLCLTM Ended2011 12121112($ Mit., Fiscal Years Ended Dec. 31)Fundamental Ratios (x)FFOilnterest ExpenseCFOlnterset ExpenseFFO/Debt

(%)Operating EBIT/Intorest ExpenseOperating EBITDAIlnterest ExpenseOperating EBITDAR/(interest Expense + Rent)Debt/Operatng EBITDACommon Dividend Payout (%)Internal Cash/Capital Expenditures

(%)Capital Expenditures/Depreciation

(%)2005 2000 20102008 2009 2010 2011 12131112Profit,aety RevenuesNat RevenuesOperating and Maintenance ExpenseOperating EBITDADepredtion nd Amortizaon ExpenseOperating EBITGross Interest ExpenseNat Income for CommonOperating end Maintenance Expense % of Net RevenuesOperating EBIT % of Net RevenuesCash FlowCash Flow from Operations Change in Working CapitalFunds from Operations Dividends Capital Expenditures FCFNet Other Investment Cash FlowNet Change In DebtNet Equity ProceedsCapital Structure Short-Term DebtLong-Term DebtTotal DOMTotal Hybrid Equity and Minority InterestCommon EquityTotal CapitalTotal Det/rotal Capital (%)Total Hybrid Equity and Minority Interest/Total Capital (%)Common Equtty'otalf Capital (%)Source: Company reports.24.4224.90166.0121.5623.1019.990.6567.82146.17693.7110,7547,1822.7174,2972864,0111862,27837.8355.854,445694,356(1,545)(1,964)91617(13)8621.5123.08111.8618.6020.5317.830.89107.2674.64644.199,7036,7712,9383,6553443,3111782,12243.3948.903,9302803,650(2,276)(2,216)(562)(4)481573,2623,26226,79010,05432.440.0267.5418.1615.6590.0114.7917.1415.101.1176.4775.22416.8710.0256,5622,8123,5484863.0622071,97242.8548.6615.72 10.4515.10 10.2387.49 57.4412.31 3.1714.79 5.2013.16 4.741.14 3.179.71 289.32117.03 51.83460.38 479.9010,308 14,4376,858 7,3763,148 5,0283,475 2,017683 7862,892 1,231235 3881,771 56245.90 68.1742.17 16.693,032 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) 1,164683 (2) 87962 30 482,7922,7M216,5659,35829.840.0170.153,9463,19657,17211,12335.480.0484.482 -3,952 6,3853,84 6,3855 1,3378,703 12,55712,662 20,27931.23 31.490.04 6.5968.73 61.92Exelon Generating Co. LLCApril 18, 20138 The ratings above were solicited by, or on behalf of, the issuer, and therefore, Fitch has beencompensated for the provision of the ratings.ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS.

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Exelon Generating Co. LLC 9April 18, 2013 MOODY'SINVESTORS SERVICECredit Opinion:

Exelon Generation

Company, LLCGlobal Credit Research

-12 Feb 2013Chicago,

Illinois, United Statesakngsca"IoeyOutlookIssuer RatingSenior Unsecured Pref. ShelfCommercial PaperParent Bcelon Coporation OutlookIssuer RatingSenior Unsecured Subordinate ShelfProf. ShelfCommercial PaperAnalystAJ. Sabatelle/New York CityWilliam L. Hess/New York Cityyekicaoim

[1]Exelon Generation

Company, LLC(CFO Pre-W/C + Interest)

/ Interest(CFO Pre-W/C)

/ DebtRCF DebtFCF /DebtMoody's RatingStableBaa2Baa2(P)BalP-2StableBaa2Baa2(P)Baa3(P)BalP-2Phone212.553.4136 212.553.3837 LTM0O3W3020 10.7k40.1%31.5%464%20111&7x85.9%81.7%29.5%2010141x67.9%46.6%-2.1%200915.3x75.9%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.OpinionRating DriversStrong credit metrics, albeit declining from recent historical levelsChallenging 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 qualitySubstantial tolling obligations impact credit qualityCorporate ProfileExelon 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, ExGenowned 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 1,100MW under long-term tolling obligations.

ExGen also owns the largest retail supply business that serves about 170terawatt-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 ExelonCorporation (Exelon; Baa2, stable).SUMMARY R.ATING RATIONALE ExGen's Baa2 senior unsecured rating reflects our expectation for declining but still strong credit metrics balancedagainst 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 unitsdispatched in most wholesale markets.

This competitive strength is balanced by the company's reliance onearnings and cash flow from the Mddle Atlantic and Northern Illinois regions where varying degrees of margincompression persists.

The rating recognizes the importance to which strong operating performance remainscritical to ExGen's success given its large nuclear footprint, but also recognizes the continued need for regularmaintenance expenditures and capital requirements, some of which are required by the NRC. The rating furtherconsiders the parent's recent decision to reduce its dividend by 40% enhancing free cash flow prospects by morethan $700 million.

While this change in dividend policy will help to stabilize ExGen credit quality over time, thesubsidiary is expected to continue to provide a material component of dividends through the end of 2014, a periodwhere we anticipate margin compression to be most acute.DETAILED RWRING CONSIDERATIONS Strong credit metrics, albeit declining from recent historical levelsFrom 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 freecash flow to debt at 7.5%. By comparison, through 12 months ending 09/30/2012, we calculate ExGen's cash flowto debt at 40.1%, retained cash flow to debt at 31.5%, cash flow coverage of interest expense of 10.7x withnegative 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 theExGen 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 debtdeclining to a range of 27- 30%, retained cash flow to debt declining to 22%, cash flow interest coverage ratiobeing above 6.0x, while being modestly free cash positive over this timeframe.

ExGen operates in a very challenging sectorThe unregulated power sector remains very challenged.

Several factors attributed to our negative outlook for thesector 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 affectsnon-peak prices and the broader acceptability of energy efficiency products which may be permanently reducingelectric load in some regions.

A more unsettling factor is our view that many of the factors affecting profitability andcash flows for unregulated companies are largely beyond management's control.

Arelated challenge for thissector 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 trendand weaker cash flow profile that began last year. The merger should garner the strategic benefits of linking acompany 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 receivesomewhat better margins for its electric output given the stickiness of customer load. That being said, we believethat 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 bymarket determined commodity pricing levels.Common dividend requirement has been reevaluated; a credit stabilizing eventOn February 7th, Exelon announced that it would reduce its common dividend by 40% enhancing retained cashflow and free cash flow across the company by more than $700 million on an annual basis. We view this actionalong with the decision to defer growth capital investment as tangible examples of management's strongcommitment to maintain an investment grade rating across all Exelon legal registrants.

While this decision hasindirect longer-term benefits to ExGen, Exelon will continue to lean on ExGen for dividends in 2013 and 2014, aperiod when margin prospects remain compressed at this subsidiary.

However, over time, Exelon's commondividend reduction will lead to the collective earnings from the rate regulated subsidiaries being able to largelysatisfy 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. During2012, ExGen spent $3.7 billion at its unregulated platform.

In October 2012, the company announced that it woulddefer $1.025 billion of capital investment for extended power nuclear up-rates at its LaSalle and Limerick plantsuntil 2017 and that it also removed $1.25 billion of growth capital investments for new renewable projects from itscapital budget. As such, 2013 capital investment at ExGen is expected to be $2.85 billion, with 2014 and 2015'scapital investments being somewhat lower at approximately

$2.3 billion and $2.5 billion, respectively.

With theabove referenced Exelon dividend reduction, management has stated that the improved cash flow generation willbe used for growth initiatives across the company that enhances shareholder value. While these initiatives couldinclude incremental rate regulated and contracted generation investments, both of which we would likely view asbenign to ExGen and Exelon's credit quality, we also believe that given ExGen's sizeable unregulated footprint inthe 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 thecompany 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 incommodity prices, a company's commercial strategy remains an important rating factor. Exelon continues tomanage 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, weunderstand 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 andcontinues to demonstrate an outstanding record as a plant operator, particularly as a nuclear operator.

That beingsaid, 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 coststandpoint, to remain largely unchanged, as we understand that projected capital expenditues includeapproximately

$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 suchclosures are less likely to enhance energy margins given the outlook for natural gas, the fact that most of theplants 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 anyincremental 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

$2.1billion.

These commitments provide ExGen access to electric generation from various power plants throughout thecountry and are a core component of ExGen's unregulated wholesale and retail platform.

We currently believe thatseveral 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 ofcapacity 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 theelectric capacity with Green Country Energy, LLC to Public Service Company of Oklahoma.

UquidityOverall, 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 atExGen. In August 2012, these facilities along with credit facilities at two of Exelon's regulated subsidiaries wereextended 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 ofcredit. While the credit agreements do not contain any rating triggers that would affect borrowing access to thecommitments and do not require material adverse change (MAC) representation for borrowings or the issuance ofLOCs, 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 berequired 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 $775million of senior unsecured notes, including

$275 million of 4.25% notes due 2022 and $500 million of 5.60% notesdue 2042. Concurrent with the new debt issuance, ExGen announced an exchange offer of Exelon's 7.6% $700million 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

$442million of the old notes in exchange for issuing $537 million of senior unsecured notes due in 2022 and 2042, plusa cash payment of approximately

$60 million.For additional information on the consolidated liquidity profile at Exelon, the parent of ExGen, please refer to theExelon 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. Exeloncurrently has $1.3 billion of remaining holding company debt, $800 million that matures in 2015 and $500 millionthat 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 ofsubordinated 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, whenevaluating ExGen, we examine historical and projected financial metrics for ExGen with the debt of Exelon holdingcompany incorporated into the analysis.

Rating OutlookThe stable rating outlook for ExGen considers the benefits to credit quality from deferring growth capitalinvestments and from the parent's decision to reduce the common dividend by 40%. The stable rating outlookfactors in our belief that ExGen is strongly positioned as a mid-Baa company during the current down cycle thatalso incorporates some degree of financing flexibility which should help facilitate incremental growth prospects asthey arise.VWat Could Change the Rating -UpIn light of the most recent negative rating action in February that lowered ExGen's long-term rating to Baa2 alongwith a continuing negative rating outlook for the unregulated power sector, it is unlikely for ExGen's ratings toupgraded 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 thereliability 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 asubstantial outage at several of the company's generating assets resulting in negative free cash flow beingfinanced with material incremental indebtedness.

Specifically, ExGen's ratings could be downgraded if cash flow todebt declined to the low twenties percentages, retained cash flow to debt fell below 15%, cash flow interestcoverage 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 Companymethodology 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, LLCPower Companies

[1][2] LTM09/3012012 Factor 1: Market Assessment, Scale and Competitive Position (201/4 Measure Scorea) Market and Competitive Position (15%) Ab) Geographic Diversity (5%) BaaFactor 2: Cash Flow Predictability of Business Model (200/0a) Hedging strategy (10%) Baab) Fuel Strategy and mix (5%) Bac) Capital requirements and operatinal performance (5%) BaaFactor 3: Financial policy (100/4 BaaFactor 4: Financial Strength

-Key Financial Metrics (500/4a) CFO pre-WC + Interest

/ Interest (15%) (3yr Avg) 13.2x Aab) CFO pre-WC / Debt (20%) (3yr Avg) 57.7% Ac) RCF / Debt (7.5%) (3yr Avg) 44.8% Ad) FCF / Debt (7.5%) (3yr Avg) 0.8% BaRating:a) Indicated Rating from Grid Baalb) Actual Rating Assigned Baa2Moodyvs12-18monthForwardView* AsofFebruary2013Measure Score6.0-7.Ox27-30%21-23%0% -4%ABaaBaaBaBaaBaaBaaBaaBaaBaBaa2Baa2* THIS REPRESENTS MOODYS FORWARD VIEW; NOT THEVIEW OF THE ISSUER; AND UNLESS NOTED IN THE TEXTDOES NOT INCORPORATE SIGNIFICANT ACQUISITIONS ORDIVESTITURES

[1] All ratios are calculated using Moody's Standard Adjustments.

[2] As of 09/30/2012(L);

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STANDARD&POOR'SRATINGS SERVICESRatingsDirect" Summary:Exelon Generation Co. LLCPrimary 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 ContentsRationale OutlookStandard

& Poor's Base-Case ScenarioBusiness RiskFinancial RiskLiquidity Related Criteria And ResearchWWW.STANDARDANDPOORS.COM/RATINGSDUtECT SEPTEMBER 23, 2013 11194986 1 30197907b Summary:Exelon Generation Co. LLCI Profile Agsessnient,,,

II BUSINESS RISK ISTRONGVulnerable Excellent I FINANCAL RISKISIGNIFICANT Higl leveraged WilimalRationale 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 toprice signals" Exposure to nuclear generation

" Backdated EBITDA profile and potential for asignificant decline in cash flow" Positive operating cash flow* Strong liquidity positionWWW.STANDARDANDPOORS.COM/RATINGSDIRlICT SEPTEMBER 23, 2013 21194986 1301979078 Summary:

Exelon Generation Co. LLCThe outlook on Exelon Generation Co. LLCs (ExGen) ratings is stable. That said, we believe that higher naturalgas production from shale gas plays and a delay in environmental rules related to plant retirements cansignificantly hurt the company's financial performance.

We believe these headwinds have increased and parentExelon Corp. faces a potential earnings decline in 2014. If the prevailing commodity environment

persists, thecompany 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 largelycontingent on ExGen maintaining funds from operations (FFO) to debt of at least 27/oDownside scenarioWe could lower the ratings if adjusted FFO to debt at parent Exelon is consistently lower than 22%. This couldhappen if ExCen's FFO to debt declines below 25%. Because of increasing competition in its markets inPennsylvania and Illinois, which would threaten customer retention in its retail business.

Gross margins could alsobe pressured by a further decline in power prices brought about by deciding natural gas prices, or lower marketheat rates due to increasing energy efficiency, Upside scenarioA positive outlook-currently not under consideration-can result if natural gas prices stabilize and power pricesrespond favorably to coal-plant retirements, resulting in an improvement in consolidated FFO to debt levels ofmore than 28% on a sustained basis, This could stem from an improved economy and higher electricity prices, aswell 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 $3.75through 2016: power prices in the PJM West Hubare between $40.50 per megawatt-hour (MWh) and$43 per MWH in 2016; Northern Illinois hubbetween $33 per MWh in 2014 and $34.50 perMWh by 2016." Pensions/other post-employment benefits (OPEB):Based on Dec. 31, 2012 actuarial valuation byTowers (a third party firm)* 50% bonus depreciation in 2013-Nuclear capacity factors:

between 93.3% and 93.7%/through 2017Exelon Corp 2013E 2014E 2015EFFO/debt

(%) 35-40 35-40Debt/saBxDA

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

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT SEPTEMUER 23, 2013 31194986 1301979078 Summary:

Exelon Generation Co. LLCBusiness Risk: StrongStandard

& 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 thehigher-risk operations of unregulated ExGen, which has increased in size to subsume Constellation Energy CorIp'sunregulated businesses.

Exelon's business risk also reflects the "excellent" business risk profiles of regulated energydelivery 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 debtrelated 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 fornonrecourse project financing.

On a consolidated basis, Exelon (excluding BGE) had about $16.7 billion of on-balance-sheet debt. We also impute asignificant amount of debt to Exelon, as much as $4.2 billion (excluding BGE imputed debt as of June 30, 2013), whichconsists mostly of about $2.2 billion related to pension/OPEB, about $500 million related to operating leases, andabout $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 totalU.S. power demand. The company's generation units are well positioned to grow where capacity available forcompetitive supply has room to grow. We expect these incremental revenue streams to make the consolidated Exelonsomewhat more resilient to commodity prices. Exelon's 2012 combination with Constellation provides it with regionaldiversification of its generation plants and a customer-facing load business because generation and load positions arenow better balanced across multiple regions.

In most locations, ExGen will have adequate intermediate and peakingcapacity within the portfolio for managing load shaping (matching resources with energy needs) risks. However, thecompany 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 inTexas 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 slidingnatural 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 expectExGen's adjusted FFO to debt to remain volatile relative to its peers. For instance, all else remaining equal, weestimate 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 gasWWW.STANDARDANDPOORS.COM/IRATINGSDIRECT SEPTEMBER 23, 2013 41194986 I 301979078 Summary:

Exelon Generation Co. LLCprices, 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 thepresent forward curve, cash flow measures are adequate for the rated level in that year, especially after parent Exelonannounced 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, weview 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 pricedeclines, it also provides the company time to adjust its cost structure or its capital structure, should prices remaindepressed.

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-aprice-taking fleet can hedge, but only at the prices the market will bear. Also, the merchant generation margins atExGen 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 gasforward prices. In addition, although retail competition has increased, and ExGen has lowered its growth estimates, webelieve retail contributions can mitigate the wholesale

decline, given the potential for cost savings, volumes gainedfrom 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. AlthoughExGen's cash flows are relatively more volatile compared with peers because of the larger base-load generation, thelow variable cost (and highly depreciated nature) of its nuclear plants means that natural gas prices must decline andstay 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 asbolstering credit quality.

Dividend payout is now in line with peers (at about 55% to 60%). However, Exelon's capitalspending 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 ofannounced cuts, consolidated cash flow from operations will largely cover capital spending and dividends, resulting inmodest external financing needs. Still, incrementally lower gas prices would hurt ExGen's debt protection measuresmore than the level of new debt financing, or operating and maintenance cost increases in ExGen's forecast through2015.WWW.STANDARDANDPOORS.COM/RATINGSDIRECT SEPTEMBER 23, 2013 111949861 301979078 Summary:

Exelon Generation Co. LLCUnder our consolidated base case (we assume lower gas prices and market heat rates that result in power pricesroughly 10% lower than the current forward contracts),

we expect Exelon's FFO to total debt of the company todecline to hoveraround 27% to 299/o through 2015. We expect free operating cash flow to debt to remain positive evenin 2013 and 2014 when we expect financial measures to trough. Importantly, we expect to see the negativediscretionary cash flow (after dividends) to improve meaningfully.

Similarly we expect debt to EBITDA to decline toabout 4.2x in 2014. These ratios are consistent with Standard

& Poor's 'BBB' rating guideposts for a financial riskprofile we assess as "significant,"

especially because a meaningful amount of capital spending is discretionary (ExGenhas lowered capital spending estimates in 2014 by more than $2.3 billion since July 2012 estimates).

Liquidity:

StrongThe short-term rating on Exelon and affiliates is 'A-2'. Standard

& Poor's views the liquidity across the Exelon group ofcompanies as "strong,"

in light of the debt maturities we expect and available credit facilities.

We estimate that sourcesof cash will exceed the companies' uses by about 2x during the next 12 to 24 months. We expect sources over uses forExelon and ExGen to remain positive even if EBITDA declines by 50%. In addition, because of Exelon's solidrelationships with banks and high conversion of FFO to discretionary cash flow, we believe the company can absorblow-probability, high-impact shocks.Exelon has sufficient alternative sources of liquidity to cover current liquidity needs, including ongoing capitalrequirements, moderate capital spending and upcoming debt maturities.

Ironically, declining power prices arefavorable from a liquidity perspective because cash is being posted to ExGen on its forward hedges. The next largematurities 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,

$1billion,

$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 $626million.

$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 areabout $650 million and $550 million* Capital spending and maintenance andenvironmental costs of about $2.4 billion to $2.7billion,

annually, through 2015.Related Criteria And Research" Business Risk/Financial Risk Matrix Expanded, Sept. 18, 2012" Liquidity Descriptors For Global Corporate

Issuers, Sept. 28, 2011WWW.STANDARDANDPOORS.COM/RATINGSDIRECT SEPTEMBER 23, 2013 611949861 301979078 Summary:

Exelon Generation Co. LLC-I Bsns n iaca ikMtiFinancial RiskMinimalModestIntermediate Significant Business RiskAggesiveHighlyLeveraged 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- BWeak -BB BB- B+ B-Vulnerable

---B+ B B- or belowNote: These rating outcomes are shown for guidance purposes only. The ratings indicated in each cell of the matrix are the midpoints of the likelyrating possibilities.

There can be small positives and negatives that would lead to an outcome of one notch higher or lower than the typical matrixoutcome.

Moreover, there will be exceptions that go beyond a one-notch divergence For example.

the matrix does not address the lowest rungs ofthe credit spectrum (ie, the 'CCC category and lower). Other rating outcomes that are more than one notch off the matrix may occur forcompanies that have liquidity that we judge as "less than adequate" or "weak" under our criteria, or companies with "satisfactory" or better businessrisk 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 71194986 I 301979078 Copyright

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McGRAW-HILL WWW.STANDARDANDPOORS.COM/RATINGSDIRECT SEPTEMBER 23, 2013 81194986 J 301979078 ATTACHMENT (3)EXISTING EXECUTED SUPPORT AGREEMENTS Constellation Energy Nuclear Group, LLCDecember 17, 2013 Form of SUPPORT AGREEMENT BetweenExelon Generation

Company, LLCandCalvert Cliffs Nuclear Power Plant, LLCNine Mile Point Nuclear Station, LLC, andR. E. Ginna Nuclear Power Plant, LLCTHIS 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 allcollectively 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, isthe indirect owner of 49.99% of the Subsidiary Licensees;

WHEREAS, the Subsidiary Licensees are the corporate entities that hold the NRC licenses forCalvert Cliffs Nuclear Power Plant, Unit Nos. 1 & 2, Operating Licenses DPR-53 & DPR-69, Nine MilePoint Nuclear Station, Unit Nos. I & 2, Operating Licenses DPR-63 & NPF-69, and R. E. Ginna NuclearPower 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 abilityof the Subsidiary Licensees to pay their respective approved expenses of maintaining the Facilities safelyand reliably and of protecting the public health and safety (the "Operating Expenses")

and to meetNuclear Regulatory Commission

("NRC") requirements during the life of each Facility (the "NRCRequirements");

WHEREAS, EDFI has entered into a separate agreement with the Subsidiary Licensees that hassubstantially 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 andEDFI have agreed to provide credit to the Subsidiary Licensees, in the manner as described below, toallow 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 heretoagree as follows:1. Availability of Funding.

Upon the written request of a Subsidiary

Licensee, Exelon shallprovide 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 NRCRequirements at the same time or times as the same amount is paid by EDFI under theEDFI Agreement up to the limits set forth in that agreement;

provided, however, thatExelon's maximum liability to provide funding hereunder shall not exceed (x) 50.01percent of the total funding required by the Subsidiary Licensee pursuant to this SupportAgreement and the EDFI Agreement, or (y) $205.029 million cumulatively over the lifeof this Support Agreement, unless, and to the extent that, advances of funds under thisSupport Agreement have been reimbursed in whole or part through repayments by theSubsidiary Licensee to Exelon. As such, the aggregate amount outstanding under thisSupport Agreement at any one time shall not exceed $205.029

million, and this shall bethe maximum unreimbursed amount Exelon is obligated to provide under this SupportAgreement.

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 itsneeds, the Subsidiary Licensee may submit to Exelon a request for an advance of fundsunder this Support Agreement.

Each request for an advance of funds under this SupportAgreement shall be made not later than noon Eastern Time (USA) on the tenth businessday 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 thepurpose specified in Section 6.3. Substitution.

Exelon can terminate funding provided under this Support Agreement upon45 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 toby Exelon and EDFI and meets the financial assurance requirements of the NRC toprotect the public health and safety.2

4. Interest.

Interest on any principal amount outstanding shall accrue daily at such rate, andshall be payable at such times, as mutually established by Exelon and EDF1 at the time ofan advance under this Support Agreement.

The interest rate applicable to any advanceand the time of payment shall be noted in a note or other writing.

Such notation shall beconclusive absent manifest error.5. Optional Prepayments.

The Subsidiary

Licensee, at its option, may repay all or amy partof the principal amount outstanding from time to time without penalty or premium, uponnotice to Exelon made not later than noon Eastern Time (USA) on at least the secondbusiness day prior to such prepayment (which notice, if oral, shall be confirmed promptlyin writing);

provided, however, that if the interest rate is LIBOR based, a prepayment penalty may be assessed against the Subsidiary Licensee.

Any prepayment penaltywould be mutually established by Exelon and EDFI at the time of an advance.

Exelon, atits 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 aSubsidiary Licensee only to meet its approved Operating Expenses and NRCRequirements, including payments for nuclear property damage insurance and aretrospective premium pursuant to Title 10, Part 140, Section 21 of the Code of FederalRegulations (10 CFR 140.21).7. No Guarantee.

This Support Agreement is not, and nothing herein contained, and noaction taken pursuant hereto by Exelon shall be construed as, or deemed to constitute, adirect 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 theSubsidiary Licensees.

This Agreement may, however, be relied upon by the NRC indetermining 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 ordemands hereunder.

9. Amendments and Termination.

This Agreement may not be amended or modified at anytime without 30 calendar days prior written notice to the NRC. This Agreement shallterminate at such time as Exelon is no longer the direct or indirect owner of any of theshares or other ownership interests in a Subsidiary Licensee.

This Agreement shall alsoterminate with respect to the Operating Expenses and NRC Requirements applicable to aFacility whenever such Facility permanently ceases commercial operations andcertification 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 twoyears 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 supportarrangement relating to NRC requirements, if any exists prior to the date hereof, betweenExelon 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 totalavailable funding provided for in this Support Agreement shall be limited as set forth inSection I herein and shall not be cumulative with any other financial supportarrangement for purposes of meeting NRC Requirements.

For avoidance of doubt, theparties 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 NRCrequirements.

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 thisSupport Agreement, executives of Exelon and the Subsidiary Licensee will exercise goodfaith efforts to resolve the dispute in a timely manner. In the event that the executives ofExelon and the Subsidiary Licensee are unable to reach a resolution, the dispute,including any dispute regarding the existence, termination or validity of this SupportAgreement, each Party shall have the right to have recourse to and shall be bound by thepre-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 theapplicable rules of the American Arbitration Association (the "Rules")

by threearbitrators appointed in accordance with said Rules. The place of the pre-arbitral refereeprocedure and of the arbitration procedure shall be Baltimore, Maryland.

United States ofAmerica.

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 beapplied by the arbitral tribunal to the merits of the dispute shall be the rules of law of the4 State of Maryland.

The language of the arbitration shall be English.

Evidence shall beprovided in English and pleadings shall be done in English.

The arbitral tribunal shallrender 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 partiesto the arbitration proceeding.

The parties waive to the extent permitted by applicable lawany rights to appeal or to review of such award by any court or tribunal.

The partiesagree 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 thearbitral award may be entered in any court having jurisdiction thereof.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed anddelivered by their respective officers thereunto duly authorized as of the day and year first above written.ACKNOWLEDGED AND AGREEDN~ 'me: */,1&1UA 4- .&TitleNine Mile Poidt Nuclear Statio1,, LLCName: 5. Z/- .Title: e " F- i ZCalvert Cliffs, Nuclear Pqwqr P, lant. LLCBy:_______

Name: 5 .--,,V _ ,.Title: -C 4F -V 12,eR. E. Ginna- ituclear Power Plant LLCBy:Name: 1 7% Al LTitle: ._ ' .5 SUPPORT AGREEMENT BetweenE.D.F. International S.A.andCalvert Cliffs Nuclear Powcr Plant, LLCNinc Mile Point Nuclear Station, LLC, andR. E. Gina Nuclear Power Plant, LICTHis 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 of49.99% 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 licensesfor 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, andR. 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 theability of the Subsidiary Licw.stnec to pay their respective approved expenses at' maintaining theFacilities 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 lifeof each I'acility (the "NRC Reqtuirements")

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

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)FDevelopment Inc. ("EDF Development"),

and Constellation Energy Nuclear Group, ILC("CENG"),

dated as of November 6, 2009 ("Operating Agreement"),

plan to provide theSubsidiary Licensees with adequate resources for approved working capital and other needs onan ongoing basis through various mechanisms such as capital contributions, member loans oradvances, 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 CEGand 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 andsafety.Now, TnrE.REFORE, in consideration of the mutual promises herein contained, the partieshereto agree as follows:I. A vailahility of Funding.

Upon the written request of a Subsidiary

Licensee, EDFIshall provide or catuse to be provided io such Subsidiary l.icensce such funds asthe Subsidiary Licensee determines to be necessary to pay Operating Expenses ormeet NRC Requirements at the same. time or times as the same amount is paid byCEG under the CLG Agreement;

provided, however, that IDFI's maximumliability to provide funding hereutider shall not exceed the lesser of' (x) 49.99percent of the total funding required by the Subsidiary Licensee pursuant to thisSupport .A\grecncrnt and the CEG Agreement, or (y) S1,44.971 millioncumulatively over the litk of this Support Agreement, unless, and co the extentthat, advances of fiunds under this Support Agreement have been reimbursed inwhole 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 timeshall 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 theOperating 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 requestfor an advan.ce of funds under this Support Agreement.

Each request lir anadvance of funiN under this Suppert shall be made not later than nconEastern Time (USA) on the tenth business day prior to thle propnsed drmwdown bynotice frrom the Subsidiary 1.icensee to EDPI (putrsua!t toI proccdu,'re; that may bethrongled 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 inSection 6.13. Substitution.

EDF1 can terminatc funding provided under this Support Agreement upon 45 days' written notice to the Subsidiary Licensee if EDFI has procured asubstitute loan LIcility and/or letter of credit for the Subsidiary Licensee that ismutually 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 suchrate, and shall be payable at such times, as mutually established by EDFI andCEG at the time of an advance under this Support Agreement.

The interest rateapplicable to any advance and the time of payment shall be noted in a note orothcr writing.

Such notation shall be conclusive absent manifest error.5. Optional Prepayments.

The Subsidiary

Licensee, at its option, may repay all orany part of the principal amount outstanding from time to time without penalty orpremium, upon notice to EDFI made not later than noon Eastern Time (USA) onat least the second business day prior to such prepayment (which notice, if oral,shall be confirmed promptly in writing);

provided, however, that if the interestrate is LIBOR based, a prepayment penalty may be assessed against theSubsidiary Licensee.

Any prepayment penalty would be mutually established byEDFI and Cf"G at the lime of an advance.

EDFI, at its option, may wAive suchnotice requirCtrnciws Ls .o any prepayrnenl.

6. Use of Proceeds.

In order to provide financial assurance.

any advance may bieused by a Subsidiary Licensee only to meet its approved Operating Expenses andNRC Requirements, including payments fbr nuclear property damage insurance and a retrospective prcrmium pursuant to Title 10, Part 140, Section 21 of theCode of Federnd Regulations (10 CFR 110.2 1).7 Alo Guarantee.

This Support Agreement is not, and nothing herein containcd, andno action tl:crn pursttant h:reto by EDFI shall be construed as, or decn;ed toconstitute, a direct or indirect giraranlee by EDI -.I to amny person of the payment ofthe Operating Expenses or of any liability or obligati-n of any kind o, chataterwhatsoever of the Subsidiary Licensees.

This Agreemcnt may. however, be reliedThe NRC'g Dircc~o:

of he: Office or N RMi clta r Rcg,-l',

mu:;!

!n wr.i:iig no 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 ordemands hereunder.

9. Amendments and Termination.

This Agreement may not be amended or modifiedat any time without 30 calendar days prior written notice to the NRC. ThisAgreement shall terminate at such time as EDFI is no longer the direct or indirectowner of any of the shares or other ownership interests in a Subsidiary Licensee.

This Agreement shall also terminate with respect to the Operating Expenses andNRC 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 mutualagreement of the parties.10.

This Agreement shall be binding upoin the parties hereto and theirrespective successors and assimns.if. Third Parries.

Except as expressly provided iTn Sections

.3 and 6 with respect tothe NRC, this Agreement is not inmended for 'he benefit of any person other thanthe parties hereto, and shall not confer or be deemed to confer upon any othersuch person any benefits, rights, or remedies hereunder.

12. Other Pin,,ial Sunporl Arran, emcnts. This Agreement any othersupport ar .,.czn:nt relating to NRC requirements, if any exists prior to the datehereof, between EDFI and a Subsidiary Licensee to provide funding whennecessary to pay Operating Expenses

-rd meet NRC Requirementls fur theFacilitics, nad trny such other financial support arranecmint is hereby voided,revoked and n-iucinded.

Accordingly, the iota! available funding provided for iiithis Support Agrecment shall be limited as set forth in Section I herein and shallnot be cumulative with any other tinancial support armagetenf Ifor purposes ofm~t-'-ting NRC Requirements.

For avoidance of doubt, the oartie_ mgree that thisSection 12 does not aprply to financial guarantces or comnnitments made to thirdparties, even wherc such agreements may rel.tae to compliance with NRCreq~uiremcnts.

4

13. Governing Law. This Ageement shall be governed by the laws of the State ofNew 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 Licenseewill exercise good faith efforts to resolve the dispute in a timely manner. In theevent that the executives of EDfI and the Subsidiary Licensee are unable to raeha resolution, the dispute, including any dispute regarding the existence, termination or validity of this Support Agreement, each Party shall have the rightto have recourse to and shall be bound by the pre-arbitral referee procedure of theInternational Chamber of Commerce in accordance with its Rules for a Pre-Arbitral Referee Procedure.

All disputes arising out of or in connection with thisSupport Agreement (including as to existence, termination and validity) shall befinally settled under the Rules of Arbitration of the International Chamber ofCommerce (the ":Rules")

by three arbitrators appointed in accordance with s-aidRules. The place of the pre-arbitral referee procedure and of the arbitration procedure shall be New York, New York, United States (if America.

Theproceedings 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 appliedby the arbitral tribunal to ,he merits of the dispute shall be the rules of law of theState of Newý York. The language of the arbitration shall be English.

Evidenceshall be provided in English and pleadings shall be done in English.

The arbitraltribwunal shall render its decision withir. six months from the date of signature ofthe terms of reference.

Any dec-ision or award of the arbitral iribunal shall be finaland binding upon the panties to the arbitration proceeding.

The parties waive tothe ext-rnt per'itted by applicable law any rights to appeal or to review of suchaward by any cowrt or tribninal.

The parties agree that the arbitral avard may beenforced against the parties to the arbitration proceeding or iheir assets whereverthey mnay be round and tha" a judgment upon the arbitral award may be entered inany court having jurisdiction thereof.5 IN WITNESS WHEUEOF, the parties h'reto have caused this Agrccmnent to be executed anddelivered by their respective officers thereunto duly authorized as of the day arnd year firs, abovewrittert.

ACKNOWLEDGED AND AGREEDE.D.F. International S.A.Name: Daniel CamusTitle: Chainnar, Calvert Cliffs Nuclear Power Plant, LLCBy:Name:Title:Nbin Mile P'oint Nuclear Station, tLCBy:. .Nanme:____

Title:_____

R. E. Ginna Nuelenr Power Pbunt, LLCBy:ritle: ______ýHNL' ztA m~ !n~.r ~r IN Wmr.qm vamuoF, the partics hereto have caused this Agreement to be executed anddelivered by their respective officers thercunto duly authorized as of the day and year first abovewritten.ACKNOWLEDGED AND AGREEDE.D.F. Intcerational S.A.By:Name:Title:-Calvert Cliffs N Oieur Pow Plan;' LLCBy;Name:__ 5 L .A'~i,Title: ..c A '_Nine Mile Po'. tNuclear" RM 'on, LLCNa.-re: .,L ~Title: CV LR.... Ginna N v ._ar P wer an LLCB3y: .Name: - .uaeflCSuppor, Agrcc-r.o S'9nahj-v Pigei ATTACHMENT (4)ADDITIONAL FINANCIAL INFORMATION (NON-PROPRIETARY VERSION)Constellation Energy Nuclear Group, LLCDecember 17, 2013 ATTACHMENT 4Additional Financial Information (Non Proprietary Version)Calvert Cliffs, Nine Mile Point & GinnaResponse to NRC Request For Additional Information 2014 2015 2016 2017 2018Calvert CliffsRevenues

($M)PPAMarket SalesTotal RevenuesAverage Price Per MWhPPAMarket SalesPurchased Fuel and Energy and Cost of Sales ($M)Purchased Fuel and Energy and Cost of Sales Per MWhTotal Plant MWh Capacity (MWh)Projected Capacity FactorNine Mile PointRevenues

($M)PPAMarket SalesTotal RevenuesAverage Price Per MWhPPAMarket SalesPurchased Fuel and Energy and Cost of Sales ($M)Purchased Fuel and Energy and Cost of Sales Per MWhTotal Plant MWh Capacity (MWh)Projected Capacity FactorGinnaRevenues (SM)PPAMarket SalesTotal RevenuesAverage Price Per MWhPPAMarket SalesPurchased Fuel and Energy and Cost of Sales (SM)Purchased Fuel and Energy and Cost of Sales Per MWhTotal Plant MWh Capacity (MWh)Projected Capacity FactorPage 1 of 4 ATTACHMENT 4Additional Financial Information (Non Proprietary Version)Notes1 The reported amounts in Attachment 4a are based on Exelon Generation's 5-year forward looking strategic plan forthe 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 licensetransfer 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 2017reported

amounts, including "Revenues" and "Market Sales." Since the 2014 -2017 reported amounts for Revenuesand 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 andEDF 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 4Additional Financial Information (Non Proprietary Version)ExGen Consolidated Projected Income Statement Response to NRC Request For Additional Information (millions) 2014 2015 2016 2017 2018Operating revenuesOperating revenuesOperating revenues from affiliates Total Operating RevenuesOperating expensesPurchased power and fuelOperating and maintenance Operating and maintenance from affiliates Depreciation and amortization Taxes other than incomeTotal operating expensesEquity in loss of unconsolidated affiliates Operating (loss) incomeOther income and (deductions)

Interest expenseOther, netTotal other income and (deductions)

(Loss) income before income taxesIncome (benefit) taxesNet (loss) incomeNet income (loss) attributable to noncontrolling interests Net (loss) income on membership interestPage 3 of 4 ATTACHMENT 4Additional Financial Information (Non Proprietary Version)Notes1 All financial projections are based on Exelon's 6+6 Long Range Plan update for the period 2014 -2017 adjusted to reflectthe impacts associated with the planned integration of CENG's nuclear plants into Exelon Generation Company's nuclearfleet.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 Exelonbetween 2016-2022 at fair market value; the proforma financial scenario prepared in response to the NRC Request ForAdditional Information reflects an assumption that the put option is exercised January 1, 2016 (the earliest potential datefor 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, thefinancial 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, LLCDecember 17, 2013 ATTACHMENT (5)WOOD MACKENZIE PROJECTIONS (NON-PROPRIETARY VERSION)Constellation Energy Nuclear Group, LLCDecember 17, 2013 WoodWood Mackenzie North America Power ServiceJuly 31, 2013Average Power Prices (All-In Energy + Capacity, Nominal $/MWh)1 2013 2014 2015 2011 20172018I~PJU Western HubNYISO Zone A ATTACHMENT (5A)WOOD MACKENZIE PROJECTIONS (PROPRIETARY VERSION)Constellation Energy Nuclear Group, LLCDecember 17, 2013 ATTACHMENT (6)10 CFR 2.390 AFFIDAVIT OF JAMES A. SPINAConstellation Energy Nuclear Group, LLCDecember 17, 2013 AFFIDAVIT UNITED STATES OF AMERICANUCLEAR 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 theirapplication for an Order approving license transfers.

The documents being provided inAttachments 4A and 5A contain proprietary financial information and financial projections relatedto 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 policyreflected 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, andthere 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 ofmarket 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 fromother 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 bydisclosing proprietary projections for which it charges fees to access.3. Accordingly, the Applicants request that the designated documents be withheld from publicdisclosure pursuant to the policy reflected in 10 CFR §§ 2.390 nd 9.17(a)(4).

Jam~eA. pmaSubscribed and sworn before me, a Notary Public, in and fo he State of Maryland and City of this 11 day of NeCI m ibe ,2013.WITNESS my hand and Notarial Seal: /j 21 /4Notary PublicMy Commission Expires:

" A4-4'DateI of I