Bond ExelonCorp 3.95% ( US30161NAN12 ) in USD

ExelonCorp

100 % ▲

United States

US30161NAN12 ( in USD )

3.95% per year ( payment 2 times a year)

14/06/2025 - Bond has expired

Prospectus brochure of the bond Exelon US30161NAN12 in USD 3.95%, expired

2 000 USD

806 482 000 USD

30161NAN1

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

Exelon Corporation is a Fortune 100 energy company that generates and distributes electricity and natural gas across the United States.

A specific debt instrument, identified by ISIN US30161NAN12 and CUSIP 30161NAN1, which was issued by Exelon, a leading American energy company primarily engaged in electricity generation, transmission, and distribution across the United States, recently reached its maturity on June 14, 2025, and has been fully repaid, with this particular bond, denominated in USD, having carried a fixed annual interest rate of 3.95%, with interest payments disbursed semi-annually, and representing a total issuance size of $806,482,000, initially trading at par with a market price of 100%, and whose creditworthiness throughout its lifecycle was affirmed by robust investment-grade ratings, specifically BBB from Standard & Poor's and Baa2 from Moody's, reflecting Exelon's stable financial standing as a prominent utility entity.

424B3
424B3 1 d112170d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424 (b)(3)
Registration No. 333-209209
PROSPECTUS

Exelon Corporation
Offer to Exchange
$807,082,000 aggregate principal amount of outstanding 3.950% Notes due 2025
(CUSIP Nos. 30161N AM3 and U3002L AA0)
for
$807,082,000 aggregate principal amount of newly issued 3.950% Notes due 2025 that will be issued in a transaction registered under the Securities Act of 1933,
as amended (the "Securities Act")
(CUSIP No. 30161N AN1)
and
$333,485,000 aggregate principal amount of outstanding 4.950% Notes due 2035
(CUSIP Nos. 30161N AP6 and U3002L AB8 )
for
$333,485,000 aggregate principal amount of newly issued 4.950% Notes due 2035 that will be issued in a transaction registered under the Securities Act
(CUSIP No. 30161N AQ4)
and
$741,001,000 aggregate principal amount of outstanding 5.100% Notes due 2045
(CUSIP Nos. 30161N AR2 and U3002L AC6)
for
$741,001,000 aggregate principal amount of newly issued 5.100% Notes due 2045 that will be issued in a transaction registered under the Securities Act
(CUSIP No. 30161N AS0)
The exchange offers will expire at 5:00 p.m., New York City time, on May 13, 2016, unless extended with respect to any or all series.

Exelon Corporation ("Exelon," "we" or "us") hereby offers, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of
transmittal (which together constitute the "exchange offers"), to exchange (i) up to $807,082,000 aggregate principal amount of our outstanding 3.950% Notes due 2025
(CUSIP Nos. 30161N AM3 and U3002L AA0) (the "original 2025 notes") for a like principal amount of our 3.950% Notes due 2025 that will be issued in a transaction
registered under the Securities Act (CUSIP No. 30161N AN1) (the "exchange 2025 notes"), (ii) up to $333,485,000 aggregate principal amount of our outstanding 4.950%
Notes due 2035 (CUSIP Nos. 30161N AP6 and U3002L AB8) (the "original 2035 notes") for a like principal amount of our 4.950% Notes due 2035 that will be issued in
a transaction registered under the Securities Act (CUSIP No. 30161N AQ4) (the "exchange 2035 notes") and (iii) up to $741,001,000 aggregate principal amount of our
outstanding 5.100% Notes due 2045 (CUSIP Nos. 30161N AR2 and U3002L AC6) (the "original 2045 notes" and, together with the original 2025 notes and the original
2035 notes, the "original notes") for a like principal amount of our 5.100% Notes due 2045 that will be issued in a transaction registered under the Securities Act (CUSIP
No. 30161N AS0) (the "exchange 2045 notes" and, together with the exchange 2025 notes and the exchange 2035 notes, the "exchange notes"). The terms of the
exchange offers are summarized below and are more fully described in this prospectus.
The terms of each series of exchange notes are identical to the terms of the corresponding series of original notes, except that the transfer restrictions, registration
rights and additional interest provisions applicable to the original notes do not apply to the exchange notes.
We will accept for exchange any and all original notes of each series validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on May 13,
2016, unless extended (the "expiration date").
You may withdraw tenders of original notes of each series at any time prior to the expiration of the relevant exchange offer.
We will not receive any proceeds from the exchange offers. The original notes surrendered in exchange for the exchange notes will be retired and cancelled and will
not be reissued. Accordingly, issuance of the exchange notes will not result in any increase in our outstanding indebtedness.
The exchange of original notes of each series for the corresponding series of exchange notes will not be a taxable event for U.S. federal income tax purposes.
No public market currently exists for any series of original notes. We do not intend to list any series of exchange notes on a securities exchange and, therefore, no
active public market is anticipated.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus in connection
with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus
available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

See "Risk Factors" beginning on page 12 to read about important factors you should consider before tendering your original notes.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

http://www.sec.gov/Archives/edgar/data/1109357/000119312516543361/d112170d424b3.htm[4/15/2016 5:21:13 PM]

424B3
The date of this prospectus is April 15, 2016
Table of Contents
TABLE OF CONTENTS

Forward Looking Statements
i
Where You Can Find More Information
ii
Incorporation of Certain Information by Reference
ii
Summary
1
Risk Factors
12
Use of Proceeds
14
Ratio of Earnings to Fixed Charges
15
Capitalization and Short-Term Borrowings
16
The Exchange Offers
17
Description of the Exchange Notes
26
Material United States Federal Income Tax Considerations
36
Plan of Distribution
42
Validity of the Exchange Notes
44
Experts
44
We are responsible only for the information contained in or incorporated by reference into this prospectus. We have not authorized anyone to
provide you with information that is different, and we take no responsibility for any other information or representations that others may give you.
This prospectus is an offer to sell only the securities it describes, but only under circumstances and in jurisdictions where it is lawful to do so. The
information incorporated by reference into or contained in this prospectus may only be accurate on the date of the relevant incorporated document
or of this prospectus, as the case may be.
This prospectus contains summaries of the material terms of certain documents and refers you to certain documents that we have filed with
the SEC. See "Incorporation of Certain Information by Reference." Copies of these documents, except for certain exhibits and schedules, will be
made available to you without charge upon written or oral request to:
Exelon Corporation
Attn: Investor Relations
10 South Dearborn Street--52nd Floor
P.O. Box 805398
Chicago, IL 60680-5398
In order to obtain timely delivery of such materials, you must request such information from us no later than five business days
prior to the expiration of the relevant exchange offer.
No information in this prospectus constitutes legal, business or tax advice, and you should not consider it as such. You should consult your
own attorney, business advisor and tax advisor for legal, business and tax advice regarding the exchange offers.
Forward Looking Statements
This prospectus and the documents incorporated by reference herein, as described under the headings "Where You Can Find More
Information" and "Incorporation of Certain Information by Reference" contain forward-looking statements that are not based entirely on historical
facts and are subject to risks and uncertainties. Words such as "believes," "anticipates," "expects," "intends," "plans," "predicts," "estimates" and
similar expressions are intended to identify forward-looking statements but are not the only means to identify those statements. These forward-
looking statements are based on assumptions, expectations and assessments made by our management in light of their experience and their
perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-
looking statements are not guarantees of our future performance and are subject to risks and uncertainties.

i
Table of Contents
http://www.sec.gov/Archives/edgar/data/1109357/000119312516543361/d112170d424b3.htm[4/15/2016 5:21:13 PM]

424B3
This prospectus contains certain forward-looking statements, which are subject to risks and uncertainties. The factors that could cause actual
results to differ materially from the forward-looking statements include: (a) any risk factors discussed in this prospectus; (b) those factors discussed
in the following sections of Exelon's Annual Report on Form 10-K for the year ended December 31, 2015, which are incorporated herein by
reference: (1) ITEM 1A. Risk Factors, (2) ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and
(3) ITEM 8. Financial Statements and Supplementary Data: Note 23; and (c) other factors discussed herein and in other filings with the SEC by
Exelon, as applicable.
You are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date on the front of this
prospectus or, as the case may be, as of the date on which we make any subsequent forward-looking statement that is deemed incorporated by
reference. We do not undertake any obligation to update or revise any forward-looking statement to reflect events or circumstances after the date as
of which any such forward-looking statement is made.
Where You Can Find More Information
We file annual, quarterly and current reports and other information with the SEC. You may read and copy any document we file at the SEC's
public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our
SEC filings are also available to the public from the SEC's web site at www.sec.gov or from our web site at www.exeloncorp.com. However, the
information that appears on our website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.
Incorporation of Certain Information by Reference
We are "incorporating by reference" into this prospectus certain information we file with the SEC. This means we are disclosing important
information to you by referring you to the documents containing the information. The information we incorporate by reference is considered to be
part of this prospectus. Information that we file later with the SEC that is deemed incorporated by reference into this prospectus (but not
information deemed pursuant to the SEC's rules to be furnished to and not filed with the SEC) will automatically update and supersede
information previously included.
This prospectus also includes information about our subsidiaries Exelon Generation Company, LLC ("Generation"), Commonwealth Edison
Company ("ComEd"), PECO Energy Company ("PECO"), and Baltimore Gas and Electric Company ("BGE") and their securities. Exelon,
Generation, ComEd, PECO and BGE file combined reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Information contained in the combined reports relating to each registrant is filed separately by such registrant on its own behalf and only the
information related to Exelon is incorporated by reference in this prospectus. Exelon does not make any representations as to information relating
to any other registrant or securities issued by any other registrant and you should not rely on any information relating to any registrant other than
Exelon in determining whether to participate in the exchange offers and invest in the exchange notes offered hereby. We are incorporating by
reference into this prospectus the portions of the documents listed below relating to Exelon and any subsequent filings Exelon makes with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding information deemed pursuant to the SEC's rules to be furnished and not
filed with the SEC) until the exchange offers are consummated or terminated:

· Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 10, 2016;

· Definitive Proxy Statement on Schedule 14A filed with the SEC on March 16, 2016; and

· Current Reports on Form 8-K filed with the SEC on January 7, 2016, January 28, 2016, February 26, 2016, March 7, 2016, March 24,

2016, April 1, 2016, April 5, 2016, April 7, 2016 and April 15, 2016.

ii
Table of Contents
Any future filings that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
and prior to the consummation or termination of the exchange offers shall be deemed to be incorporated by reference into the prospectus from the
date such documents are filed. In addition, all filings filed by Exelon pursuant to the Exchange Act after the date of the initial registration statement
of which this prospectus forms a part and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into
this prospectus.

iii
http://www.sec.gov/Archives/edgar/data/1109357/000119312516543361/d112170d424b3.htm[4/15/2016 5:21:13 PM]

424B3
Table of Contents
Summary
The following summary is provided solely for your convenience. It is not intended to be complete and may not contain all of the
information that you should consider before participating in the exchange offers and investing in the exchange notes. You should read
carefully this entire prospectus and all the information included or incorporated by reference herein.
Our Company
Exelon Corporation, incorporated in Pennsylvania in February 1999, is a utility services holding company engaged, through Exelon
Generation Company, LLC ("Generation"), in the energy generation business and, through Commonwealth Edison Company ("ComEd"),
PECO Energy Company ("PECO") and Baltimore Gas and Electric Company ("BGE"), in the energy delivery business. Exelon's principal
executive offices are located at 10 South Dearborn Street, Chicago, Illinois 60603, and its telephone number is 312-394-7398.
Generation's integrated business consists of the generation, physical delivery and marketing of power across multiple geographical
regions through its customer-facing business, Constellation Energy, which sells electricity and natural gas to both wholesale and retail
customers. Generation also sells renewable energy and other energy-related products and services, and engages in natural gas and oil
exploration and production activities. Generation has six reportable segments consisting of the Mid-Atlantic, Midwest, New England, New
York, ERCOT and Other Regions.
ComEd's energy delivery business consists of the purchase and regulated retail sale of electricity and the provision of electricity
transmission and distribution services to retail customers in northern Illinois, including the City of Chicago.
PECO's energy delivery business consists of the purchase and regulated retail sale of electricity and the provision of electricity
transmission and distribution services to retail customers in southeastern Pennsylvania, including the City of Philadelphia, as well as the
purchase and regulated retail sale of natural gas and the provision of natural gas distribution services to retail customers in the Pennsylvania
counties surrounding the City of Philadelphia.
BGE's energy delivery business consists of the purchase and regulated retail sale of electricity and the provision of electricity
transmission and distribution services to retail customers in central Maryland, including the City of Baltimore, as well as the purchase and
regulated retail sale of natural gas and the provision of natural gas distribution services to retail customers in central Maryland, including the
City of Baltimore.
Merger with Pepco Holdings, Inc. ("PHI")
On March 23, 2016, Exelon completed its previously announced acquisition of PHI pursuant to the Amended and Restated Agreement
and Plan of Merger, dated as of July 18, 2014 (the "Merger"). As a result of the Merger, PHI became an indirect, wholly-owned subsidiary of
Exelon on March 23, 2016.

1
Table of Contents
Summary Financial Information
We have provided the following summary financial information for your reference. We have derived the summary financial information
presented here as of and for the years ended December 31, 2013, 2014 and 2015 from our audited consolidated financial statements,
incorporated herein by reference. You should read this summary financial information together with our audited consolidated financial
statements and the related notes, incorporated herein by reference. See "Where You Can Find More Information" and "Incorporation of Certain
Information by Reference" in this prospectus.

For the Year Ended December 31,

2015

2014(a)
2013

http://www.sec.gov/Archives/edgar/data/1109357/000119312516543361/d112170d424b3.htm[4/15/2016 5:21:13 PM]

424B3

($ in millions)

Statement of Operations Data

Operating revenues
$29,447 $27,429 $24,888
Operating income
4,409 3,096 3,669
Net income
2,250 1,820 1,729
Cash Flow Data

Net cash flows provided by operating activities
7,616 4,457 6,343
Net cash flows used in investing activities
(7,822) (4,599) (5,394)
Net cash flows provided by (used in) financing activities.
4,830
411
(826)

As of December 31,

2015

2014

2013

($ in millions)

Balance Sheet Data

Property, plant and equipment, net

$57,439
$52,170
$47,330
Noncurrent regulatory assets

6,065
6,076
5,910
Goodwill

2,672
2,672
2,625
Other deferred debits and other assets

13,874
13,645
13,816

Total assets

$95,384
$86,416
$79,243

Long-term debt, including long-term debt to financing trusts

24,286
19,853
18,165
Noncurrent regulatory liabilities

4,201
4,550
4,388
Other deferred credits and other liabilities

30,457
29,118
26,064
Shareholders' equity

25,793
22,608
22,732

Total liabilities and shareholders' equity

$95,384
$86,416
$79,243

(a)
On April 1, 2014, Generation assumed operational control of Constellation Energy Nuclear Group, LLC's ("CENG") nuclear fleet. As a
result, the 2014 financial results include CENG's results of operations on a fully consolidated basis.

2
Table of Contents
Summary of the Exchange Offers
On December 2, 2015, in connection with private exchange offers, we issued $807,082,000 aggregate principal amount of 3.950% Notes
due 2025, $333,485,000 aggregate principal amount of 4.950% Notes due 2035 and $741,001,000 aggregate principal amount of 5.100%
Notes due 2045. As part of those issuances, we entered into a registration rights agreement, dated as of December 2, 2015, with respect to the
original notes, with the dealer managers of the private exchange offers, in which we agreed, among other things, to deliver this prospectus to
you and to use our reasonable commercial efforts to complete an exchange offer for each series of original notes. Below is a summary of the
exchange offers.

Securities Offered
$807,082,000 aggregate principal amount of 3.950% Notes due 2025, $333,485,000
aggregate principal amount of 4.950% Notes due 2035 and $741,001,000 aggregate
principal amount of 5.100% Notes due 2045, in each case that will be issued in a
transaction registered under the Securities Act. The form and terms of each series of
exchange notes are identical to the corresponding series of original notes except that the
transfer restrictions, registration rights and additional interest provisions applicable to
the original notes do not apply to the exchange notes.

Exchange Offers
We are offering to exchange up to $807,082,000 aggregate principal amount of the
outstanding original 2025 notes, up to $333,485,000 aggregate principal amount of
outstanding original 2035 and up to $741,001,000 aggregate principal amount of the
outstanding original 2045 notes for like principal amounts of the exchange 2025 notes,
http://www.sec.gov/Archives/edgar/data/1109357/000119312516543361/d112170d424b3.htm[4/15/2016 5:21:13 PM]

424B3
the exchange 2035 notes and the exchange 2045 notes, respectively. You may tender
original notes only in denominations of $2,000 and any integral multiple of $1,000 in
excess thereof.

We will issue each series of exchange notes promptly after the expiration of the
applicable exchange offer. In order to be exchanged, an original note must be validly
tendered, not validly withdrawn and accepted. Subject to the satisfaction or waiver of
the conditions of the exchange offers, all original notes that are validly tendered and not
validly withdrawn will be exchanged. As of the date of this prospectus, $807,082,000
aggregate principal amount of original 2025 notes is outstanding, $333,485,000
aggregate principal amount of original 2035 notes is outstanding and $741,001,000
aggregate principal amount of original 2045 notes is outstanding. The original notes

were issued under an indenture, dated as of June 11, 2015 (the "Base Indenture"),
between Exelon and The Bank of New York Mellon Trust Company, N.A., as trustee
(the "Trustee"), as supplemented by the first supplemental indenture, dated as of
June 11, 2015, and the second supplemental indenture, dated as of December 2, 2015
(together with the Base Indenture, the "Indenture"). If all outstanding original notes are
tendered for exchange, there will be $807,082,000 aggregate principal amount of
3.950% Notes due 2025 (that will be issued in a transaction registered under the
Securities Act), $333,485,000 aggregate principal amount of 4.950% Notes due 2035
(that will be issued in a transaction

3
Table of Contents
registered under the Securities Act) and $740,001,000 aggregate principal amount of

5.100% Notes due 2045 (that will be issued in a transaction registered under the
Securities Act) outstanding after these exchange offers.

Expiration Date; Tenders
The exchange offers will expire at 5:00 p.m., New York City time, on May 13, 2016,
which is the twentieth day of the offering period, unless we extend the period of time
during which any or all of the exchange offers are open. In the event of any material
change in any of the exchange offers, we will extend the period of time during which the
relevant exchange offer is open if necessary so that at least five business days remain in
the relevant exchange offer period following notice of the material change. By signing
or agreeing to be bound by the letter of transmittal, you will represent, among other
things, that:

· you are not an affiliate of ours;

· you are acquiring the exchange notes in the ordinary course of your business;

· you are not participating, do not intend to participate and have no arrangement or

understanding with anyone to participate, in the distribution (within the meaning of
the Securities Act) of the exchange notes; and

· if you are a broker-dealer that will receive exchange notes for its own account in
exchange for original notes that were acquired as a result of market-making activities
or other trading activities, you will deliver a prospectus (or to the extent permitted by

law, make available a prospectus to purchasers) in connection with any resale of such
exchange notes. For further information regarding resales of the exchange notes by
broker-dealers, see the discussion under the caption "Plan of Distribution."

Accrued Interest on the Exchange Notes and the
Each series of exchange notes will bear interest from (and including) the last interest
Original Notes
payment date on which interest was paid on the original notes. Accordingly, if your
http://www.sec.gov/Archives/edgar/data/1109357/000119312516543361/d112170d424b3.htm[4/15/2016 5:21:13 PM]

424B3
original notes are accepted for exchange, you will receive interest on the corresponding
series of exchange notes for the period commencing on (and including) the last interest
payment date on which interest was paid on the original notes, and not on such original
notes. Any original notes not tendered will remain outstanding and continue to accrue
interest according to their terms.

Conditions to the Exchange Offers
The exchange offers are subject to customary conditions. If we materially change the
terms of any or all of the exchange offers, we will resolicit tenders of the applicable
series of original notes and extend the applicable exchange offer period if necessary so
that at least five business days remain in the relevant exchange offer period

4
Table of Contents
following notice of any such material change. See "The Exchange Offers--Conditions

to the Exchange Offers" for more information regarding conditions to the exchange
offers.

Procedures for Tendering Original Notes
A tendering holder must, at or prior to the expiration date:

· transmit a properly completed and duly executed letter of transmittal, including all

other documents required by the letter of transmittal, to the exchange agent at the
address listed in this prospectus; or

· if original notes are tendered in accordance with the book-entry procedures described

in this prospectus, the tendering holder must transmit an agent's message to the
exchange agent at the address listed in this prospectus.

See "The Exchange Offers--Procedures for Tendering."

Withdrawal Rights
Tenders may be withdrawn at any time before 5:00 p.m., New York City time, on the
expiration date. See "The Exchange Offers--Withdrawal Rights."

Acceptance of Original Notes and Delivery of
Subject to the conditions stated in the section "The Exchange Offers--Conditions to the
Exchange Notes
Exchange Offers" of this prospectus, we will accept for exchange any and all original
notes of each series that are properly tendered in the exchange offers and not validly
withdrawn before 5:00 p.m., New York City time, on the expiration date. The
corresponding exchange notes will be delivered promptly after the expiration date. See
"The Exchange Offers--Terms of the Exchange Offers."

Material U.S. Federal Tax Consequences
Your exchange of original notes for exchange notes pursuant to the exchange offers will
not be a taxable event for U.S. federal income tax purposes. See "Material U.S. Federal
Income Tax Consequences."

Exchange Agent
The Bank of New York Mellon Trust Company, N.A. is serving as exchange agent in
connection with the exchange offers. The address and telephone number of the exchange
agent are listed under the heading "The Exchange Offers--Exchange Agent."

Use of Proceeds; Expenses
We will not receive any proceeds from the issuance of any series of exchange notes in
the exchange offers. We have agreed to pay all expenses incident to the exchange offers
(including the expenses of one counsel for the holders of the original notes and the
exchange notes) other than underwriting discounts and commissions and transfer taxes,
if any.
http://www.sec.gov/Archives/edgar/data/1109357/000119312516543361/d112170d424b3.htm[4/15/2016 5:21:13 PM]

424B3

5
Table of Contents
Resales
Based on existing interpretations of the Securities Act by the SEC staff set forth in
several no-action letters to third parties, and subject to the immediately following
sentence, we believe exchange notes issued under these exchange offers in exchange for
original notes may be offered for resale, resold and otherwise transferred by the holders
thereof (other than holders that are broker-dealers) without further compliance with the
registration and prospectus delivery provisions of the Securities Act. However, any
holder of original notes that is an affiliate of ours or that intends to participate in the
exchange offers for the purpose of distributing any of the exchange notes, or any broker-
dealer that purchased any of the original notes from us for resale pursuant to Rule 144A
or any other available exemption under the Securities Act, (i) will not be able to rely on
the interpretations of the SEC staff set forth in the above mentioned no-action letters,
(ii) will not be entitled to tender its original notes in the exchange offers and (iii) must
comply with the registration and prospectus delivery requirements of the Securities Act
in connection with any sale or transfer of the original notes unless such sale or transfer
is made pursuant to an exemption from such requirements.

Any broker-dealer that will receive exchange notes for its own account in exchange for
original notes that were acquired as a result of market-making activities or other trading

activities must deliver a prospectus (or to the extent permitted by law, make available a
prospectus to purchasers) in connection with any resale of such exchange notes.

Consequences of Not Exchanging Original Notes
If you do not exchange your original notes in the exchange offers, you will continue to
be subject to the restrictions on transfer described in the legend on your original notes. In
general, you may offer or sell your original notes only:

· if they are registered under the Securities Act and applicable state securities laws;

· if they are offered or sold under an exemption from registration under the Securities

Act and applicable state securities laws; or

· if they are offered or sold in a transaction not subject to the Securities Act and

applicable state securities laws.

Although your original notes will continue to accrue interest, they will generally retain
no rights under the registration rights agreement applicable to the original notes. We
currently do not intend to register any series of original notes under the Securities Act.
Under some circumstances, holders of the original notes, including holders that are not

permitted to participate in the exchange offers or that may not freely sell exchange notes
received in the exchange offers, may require us to file, and to cause to become effective,
a shelf registration statement covering resales of original notes by these holders. For
more information regarding the consequences of not tendering your

6
Table of Contents
http://www.sec.gov/Archives/edgar/data/1109357/000119312516543361/d112170d424b3.htm[4/15/2016 5:21:13 PM]

424B3
original notes and our obligations to file a shelf registration statement, see "The

Exchange Offers--Consequences of Exchanging or Failing to Exchange the Original
Notes" and "The Exchange Offers--Registration Rights Agreement."

Risk Factors
For a discussion of significant factors you should consider carefully before deciding to
participate in the exchange offers, see "Risk Factors" beginning on page 12 of this
prospectus.

7
Table of Contents
Summary of the Terms of the Exchange Notes
The following is a brief summary of the principal terms of the exchange notes. The form and terms of each series of exchange notes are
identical to those of the corresponding series of original notes except that the transfer restrictions, registration rights and additional interest
provisions applicable to the original notes do not apply to the exchange notes. Each series of exchange notes will evidence the same debt as
the corresponding series of original notes exchanged and will be governed by the same Indenture. Certain of the terms and conditions
described below are subject to important limitations and exceptions. For a more detailed description of the terms and conditions of the
exchange notes, see the section of this prospectus entitled "Description of the Exchange Notes."

Issuer
Exelon Corporation.

Securities Offered
$807,082,000 aggregate principal amount of 3.950% Notes due 2025, $333,485,000
aggregate principal amount of 4.950% Notes due 2035 and $741,001,000 aggregate
principal amount of 5.100% Notes due 2045, in each case that will be issued in a
transaction registered under the Securities Act.

Maturity
The exchange 2025 notes mature on June 15, 2025, the exchange 2035 notes mature on
June 15, 2035 and the exchange 2045 notes mature on June 15, 2045.

Interest
If your original notes are accepted for exchange, you will receive interest on the
corresponding series of exchange notes for the period commencing on (and including)
the last interest payment date on which interest was paid on the original notes, and not
on such original notes. Any original notes not tendered will remain outstanding and
continue to accrue interest according to their terms.

Interest on the exchange notes will be paid semi-annually on June 15 and December 15

of each year, beginning on June 15, 2016.

Special Mandatory Redemption
The exchange notes include a "special mandatory redemption" provision, pursuant to
which Exelon is required to redeem the exchange notes, in whole, at a redemption price
equal to 101% of the aggregate principal amount of the exchange notes so redeemed,
plus accrued and unpaid interest from and including the most recent date on which
interest has been paid on the original notes or the exchange notes, as applicable, to but
not including the date of such redemption, upon the first to occur of either (i) June 30,
2016, if the Merger is not consummated on or prior to such date, provided that, if all
conditions to closing the Merger have been satisfied by June 30, 2016 (other than those
to be satisfied on the closing date thereof and the receipt of approvals from all applicable
regulatory authorities) and, in our judgment, all conditions to closing the Merger are
reasonably likely to be satisfied by August 31, 2016, then August 31, 2016, or (ii) the
date on which the agreement relating to the Merger is terminated. The Merger closed on
March 23, 2016. Accordingly, the special mandatory redemption provisions of the
http://www.sec.gov/Archives/edgar/data/1109357/000119312516543361/d112170d424b3.htm[4/15/2016 5:21:13 PM]

424B3
exchange notes are no longer operative. See "Description of the Exchange Notes--
Special Mandatory Redemption."

8
Table of Contents
Optional Redemption
The exchange notes include a "special optional redemption" provision, pursuant to
which the exchange notes may be redeemed at our option at any time prior to
August 31, 2016, in whole, at a redemption price equal to 101% of the aggregate
principal amount of such series of exchange notes, plus accrued and unpaid interest from
and including the most recent date on which interest has been paid on the original notes
or the exchange notes, as applicable, to but not including the date of redemption, if, in
our judgment, our acquisition of PHI will not be consummated on or prior to August 31,
2016. The Merger closed on March 23, 2016. Accordingly, the special optional
redemption provisions of the exchange notes are no longer operative.

At our option, any or all of the exchange notes may be redeemed, in whole or in part, at

any time prior to maturity.

If we elect to redeem the exchange 2025 notes at any time prior to March 15, 2025
(three months prior to the maturity date of the exchange 2025 notes), the exchange 2035
notes at any time prior to December 15, 2034 (six months prior to the maturity date of
the exchange 2035 notes) or the exchange 2045 notes at any time prior to December 15,

2044 (six months prior to the maturity date of the exchange 2045 notes), we may
redeem some or all of the exchange 2025 notes, the exchange 2035 notes and the
exchange 2045 notes, respectively, in each case upon at least 15 days' and not more than
60 days' notice at a redemption price equal to the greater of:

· 100% of the principal amount of the exchange notes then outstanding to be redeemed;

and

· The sum of the present values of the remaining scheduled payments of principal and
interest on the exchange notes being redeemed (exclusive of interest accrued to the
redemption date) to March 15, 2025, December 15, 2034 or December 15, 2044, as
applicable, discounted to the redemption date on a semi-annual basis (assuming a

360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined
herein) plus 25 basis points in the case of the exchange 2025 notes, 30 basis points in
the case of the exchange 2035 notes and 30 basis points in the case of the exchange
2045 notes, plus, in each case, accrued and unpaid interest on the principal amount
being redeemed to but excluding the date of redemption.

If we elect to redeem the exchange 2025 notes at any time on or after March 15, 2025
(three months prior to the maturity date of the exchange 2025 notes), the exchange 2035
notes at any time on or after December 15, 2034 (six months prior to the maturity date
of the exchange 2035 notes) or the exchange 2045 notes at any time on or after

December 15, 2044 (six months prior to the maturity date of the exchange 2045 notes),
we may redeem some or all of the exchange 2025 notes, the exchange 2035 notes and
the exchange 2045 notes, respectively, in each case upon at least 15 days' and not more
than

9
http://www.sec.gov/Archives/edgar/data/1109357/000119312516543361/d112170d424b3.htm[4/15/2016 5:21:13 PM]

Document Outline

#1">
- #1">