Bond ExelonCorp 4.7% ( US30161NAY76 ) in USD

ExelonCorp

82.95 % ▲

United States

US30161NAY76 ( in USD )

4.7% per year ( payment 2 times a year)

14/04/2050

Prospectus brochure of the bond Exelon US30161NAY76 en USD 4.7%, maturity 14/04/2050

2 000 USD

750 000 000 USD

30161NAY7

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/10/2025 ( In 68 days )

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

The Bond issued by ExelonCorp ( United States ) , in USD, with the ISIN code US30161NAY76, pays a coupon of 4.7% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/04/2050

The Bond issued by ExelonCorp ( United States ) , in USD, with the ISIN code US30161NAY76, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by ExelonCorp ( United States ) , in USD, with the ISIN code US30161NAY76, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 exc3740641-424b2.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(2)
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-233543
Calculation of Registration Fee
Title of each class of securities to be registered
Proposed maximum
Amount of
offering price
registration fee
Senior Debt Securities
$ 1,996,570,000
$ 259,154.79
PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 30, 2019)
$2,000,000,000
Exelon Corporation
$1,250,000,000 4.050% Notes due 2030
$750,000,000 4.700% Notes due 2050
Exelon Corporation ("Exelon") is offering $1,250,000,000 of its 4.050% notes due 2030 (the "2030 notes") and $750,000,000 of its 4.700%
notes due 2050 (the "2050 notes" and, together with the 2030 notes, the "notes").
The 2030 notes will mature on April 15, 2030 and the 2050 notes will mature on April 15, 2050. We will pay interest on the 2030 notes and the
2050 notes semi-annually on April 15 and October 15 of each year, beginning on October 15, 2020.
We may also redeem any series of the notes at any time prior to maturity, in whole or in part, upon at least 15 days' and not more than 60 days'
notice, at the redemption prices described in this prospectus supplement under "Description of the Notes--Optional Redemption."
The notes will be our direct unsecured general obligations and will rank equally with all of our existing and future unsecured and
unsubordinated debt.
Investing in our notes involves certain risks. You should carefully read this prospectus supplement and the accompanying base
prospectus, including the documents incorporated by reference herein and therein, before you make your investment decision. See the
"Risk Factors" section beginning on page S-8 of this prospectus supplement, as well as under "Risk Factors" in our Annual Report on
Form 10-K for the year ended December 31, 2019, which is incorporated by reference herein, for more information.
____________________
Proceeds, before
Price to
Underwriting
expenses, to
Public(1)
Discount
Exelon
Per Note
Total
Per Note
Total
Per Note
Total
Per 2030 note
99.794%
$ 1,247,425,000
0.650%
$ 8,125,000
99.144%
$ 1,239,300,000
Per 2050 note
99.886%
$
749,145,000
0.875%
$ 6,562,500
99.011%
$
742,582,500
(1) Plus accrued interest from April 1, 2020, if settlement occurs after that date.
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 supplement or the accompanying prospectus is truthful or complete. Any representation
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to the contrary is a criminal offense.
The notes are expected to be delivered in book-entry form only through the facilities of The Depository Trust Company ("DTC"), including
Clearstream Banking, société anonyme ("Clearstream"), and/or Euroclear Bank S.A./N.V. ("Euroclear"), against payment in New York, New York
on or about April 1, 2020.
____________________

Joint Book-Running Managers
Barclays
BofA Securities
Goldman Sachs & Co. LLC
J.P. Morgan
Wells Fargo Securities
PNC Capital Markets LLC
RBC Capital Markets
TD Securities

Senior Co-Managers

BNY Capital Markets, LLC
KeyBanc Capital Markets

Co-Managers

Academy Securities
CastleOak Securities, L.P.
Telsey Advisory Group
____________________

The date of this prospectus supplement is March 30, 2020.
We urge you to carefully read this prospectus supplement and the accompanying prospectus, which describe the terms of the offering of
the notes, before you make your investment decision. This prospectus supplement, the accompanying prospectus and any related free
writing prospectus required to be filed with the Securities and Exchange Commission (SEC) that we prepare or authorize contain and
incorporate by reference information that you should consider when making your investment decisions. We have not, and the underwriters
have not, authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these notes in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus supplement, the
accompanying prospectus and any related free writing prospectus is accurate as of any date other than the date on the front of those
documents or that the information incorporated by reference is accurate as of any date other than the date that the document
incorporated by reference was filed with the SEC. Our business, financial condition, results of operations and prospects may have changed
since those respective dates.
_____
TABLE OF CONTENTS
Prospectus Supplement
Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
FORWARD LOOKING STATEMENTS
S-2
SUMMARY
S-3
SUMMARY FINANCIAL INFORMATION

S-4
THE OFFERING

S-5
RISK FACTORS
S-8
USE OF PROCEEDS
S-9
CAPITALIZATION
S-
10
DESCRIPTION OF THE NOTES
S-
11
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-
20
UNDERWRITING
S-
25
LEGAL MATTERS
S-
30
EXPERTS
S-
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30
WHERE YOU CAN FIND MORE INFORMATION
S-
30
Prospectus
ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS
2
RISK FACTORS
2
EXELON CORPORATION
2
EXELON GENERATION COMPANY, LLC
3
COMMONWEALTH EDISON COMPANY
3
PECO ENERGY COMPANY
3
BALTIMORE GAS AND ELECTRIC COMPANY
3
POTOMAC ELECTRIC POWER COMPANY
4
DELMARVA POWER & LIGHT COMPANY
4
ATLANTIC CITY ELECTRIC COMPANY
4
USE OF PROCEEDS
4
DESCRIPTION OF SECURITIES
4
PLAN OF DISTRIBUTION
5
LEGAL MATTERS
7
EXPERTS
7
WHERE YOU CAN FIND MORE INFORMATION
7
DOCUMENTS INCORPORATED BY REFERENCE
8
S-i
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus contain information about Exelon and the notes offered hereby. This prospectus
supplement and the accompanying prospectus also refer to information contained in other documents that we file with the SEC. To the extent the
information in this prospectus supplement is inconsistent with information in the prospectus, you should rely on this prospectus supplement.
The accompanying prospectus also includes information about our subsidiaries Exelon Generation Company, LLC (Generation),
Commonwealth Edison Company (ComEd), PECO Energy Company (PECO), Baltimore Gas and Electric Company (BGE), Pepco Holdings LLC
(PHI), Potomac Electric Power Company (Pepco), Delmarva Power & Light Company (DPL), Atlantic City Electric Company (ACE) and their
securities. Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE 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 supplement and the
accompanying 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 invest in the
notes offered hereby.
When we refer to "Exelon," "the Company," "we," "us" or "our" in this prospectus supplement, we mean Exelon and, unless the context
otherwise indicates, does not include any of our subsidiaries or affiliates.
S-1
FORWARD LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated or deemed incorporated by reference as described
under the heading "Where You Can Find More Information" 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
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statements are not guarantees of our future performance and are subject to risks and uncertainties.
This prospectus supplement and the accompanying prospectus contain certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, 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 supplement or the accompanying
prospectus; (b) those factors discussed in the following sections of Exelon's Annual Report on Form 10-K for the year ended December 31, 2019,
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 18; 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 supplement 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.
S-2
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 investing in the notes. You should read carefully this entire prospectus supplement, the accompanying prospectus
and all the information included or incorporated by reference herein or therein.
Our Company
Exelon, incorporated in Pennsylvania in February 1999, is a utility services holding company engaged in the generation, delivery and
marketing of energy through Generation and the energy distribution and transmission businesses through ComEd, PECO, BGE, Pepco, DPL and
ACE. Exelon's principal executive offices are located at 10 South Dearborn Street, Chicago, Illinois 60603, and its telephone number is 800-483-
3220.
Generation, one of the largest competitive electric generation companies in the United States as measured by owned and contracted megawatts,
physically delivers and markets power across multiple geographic regions through its customer-facing business, Constellation Energy Group, Inc.
(Constellation). Constellation sells electricity and natural gas, including renewable energy, in competitive energy markets to both wholesale and
retail customers. Generation leverages its energy generation portfolio to ensure delivery of energy to both wholesale and retail customers under
long-term and short-term contracts, and in wholesale power markets. Generation operates in well-developed energy markets and employs an
integrated hedging strategy to manage commodity price volatility. Generation's fleet also provides geographic and supply source diversity.
Generation's customers include distribution utilities, municipalities, cooperatives, financial institutions, and commercial, industrial, governmental,
and residential customers in competitive markets. Generation's customer-facing activities foster development and delivery of other innovative
energy-related products and services for its customers.
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.
Pepco's electric distribution service territory consists of the District of Columbia and major portions of Prince George's County and
Montgomery County in Maryland.
Delmarva is engaged in the transmission, distribution and default supply of electricity in portions of Delaware and Maryland. In northern
Delaware, Delmarva also supplies and delivers natural gas to retail customers and provides transportation-only services to retail customers that
purchase natural gas from another supplier.
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ACE's electric distribution service territory consists of Gloucester, Camden, Burlington, Ocean, Atlantic, Cape May, Cumberland and Salem
counties in southern New Jersey.
S-3
SUMMARY FINANCIAL INFORMATION
We have provided the following summary financial information for your reference. We have derived the summary information presented here
as of and for the years ended December 31, 2019, 2018 and 2017 from our audited consolidated financial statements, incorporated herein by
reference. You should read this summary information together with our audited consolidated financial statements, each incorporated herein by
reference. See "Where You Can Find More Information" in this prospectus supplement.
For the Year Ended December 31,
2019

2018

2017
($ in millions)
Statement of Operations Data
Operating revenues
$ 34,438
$
35,978
$ 33,558
Operating income
4,374
3,891
4,388
Net income
3,028
2,079
3,869
Cash Flow Data
Net cash flows provided by operating activities
6,659
8,644
7,480
Net cash flows used in investing activities
(7,260)
(7,834)
(7,971)
Net cash flows provided by (used in) financing activities
(58)
(219)
767

As of December 31,
2019
2018
2017
($ in millions)
Balance Sheet Data
Property, plant and equipment, net
$
80,233
$ 76,707
$
74,202
Noncurrent regulatory assets
8,335
8,237
8,021
Goodwill
6,677
6,677
6,677
Other deferred debits and other assets
3,197
1,575
1,330
Total assets
124,977
$
119,634
$
116,746

Long-term debt, including long-term debt to financing trusts
31,719
34,465
32,565
Noncurrent regulatory liabilities
9,986
9,559
9,865
Other deferred credits and other liabilities
3,064
2,130
2,097
Shareholders' equity
32,224
30,741
29,878
Total liabilities and shareholders' equity
124,977
$
119,634
$
116,746
S-4
THE OFFERING
The following summary contains basic information about the notes and this offering. It does not contain all of the information that may be
important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus supplement and the
accompanying prospectus, including "Description of the Notes."
Issuer
Exelon Corporation

Securities Offered
$1,250,000,000 aggregate principal amount of 4.050% notes due 2030; and

$750,000,000 aggregate principal amount of 4.700% notes due 2050

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Maturity Date
The 2030 notes will mature on April 15, 2030; and

The 2050 notes will mature on April 15, 2050

Interest Rate
4.050% per annum for the 2030 notes; and

4.700% per annum for the 2050 notes

Interest Payment Dates
Interest on the notes will be paid semi-annually on April 15 and October 15 of each year, beginning on
October 15, 2020, and on the maturity date for each series of notes.

Optional Redemption
At our option, any or all of the notes may be redeemed, in whole or in part, at any time prior to
maturity at a redemption price equal to the greater of:

? 100% of the principal amount of the notes then outstanding to be redeemed; and
? the sum of the present values of the remaining scheduled payments of principal and interest on
the notes being redeemed (exclusive of interest accrued to the redemption date) that would be
due if such notes matured on January 15, 2030, in the case of the 2030 notes, or on October 15,
2049, in the case of the 2050 notes, but for the redemption, 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 50 basis points in the case of the 2030 notes and plus 50
basis points in the case of the 2050 notes, plus, in each case, accrued and unpaid interest on the
principal amount being redeemed to but excluding the date of redemption.
S-5

If we elect to redeem the 2030 notes at any time on or after January 15, 2030 (three months prior to the
maturity date of the 2030 notes) or the 2050 notes at any time on or after October 15, 2049 (six months
prior to the maturity date of the 2050 notes), we may redeem some or all of the 2030 notes and the
2050 notes, respectively, in each case upon at least 15 days' and not more than 60 days' notice at a
redemption price equal to 100% of the principal amount of the notes then outstanding to be redeemed
plus accrued and unpaid interest on the principal amount being redeemed to but excluding the
redemption date. See "Description of the Notes--Optional Redemption."

Ranking
The notes will be our direct unsecured general obligations and will rank equally with all of our
existing and future unsecured and unsubordinated debt, will be senior in right of payment to all of our
existing and future subordinated debt and will be junior to any of our future secured debt to the extent
of the value of the collateral securing such secured debt. Because we are a holding company with no
material assets other than our ownership interests in our subsidiaries and all of our operations are
conducted by our subsidiaries, our debt is effectively subordinated to all existing and future debt, trade
creditors, and other liabilities of our subsidiaries. Our rights, and hence the rights of our creditors, to
participate in any distribution of assets of any subsidiary upon its liquidation or reorganization or
otherwise would be subject to the prior claims of that subsidiary's creditors, except to the extent that
our claims as a creditor of such subsidiary may be recognized. As of December 31, 2019, our
subsidiaries had outstanding approximately $30 billion of long-term debt, including long-term debt to
financing trusts and the portion of long-term debt due within one year. The notes will not be
obligations of or guaranteed by any of our subsidiaries. The Indenture (as defined below) does not limit
our ability to issue debt senior to the notes or the amount of debt we or our subsidiaries may issue.

Denominations
The notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof.

Additional Notes
Subject to the limitations described in this prospectus supplement and the accompanying prospectus,
we may issue additional notes under the Indenture with the same priority as the notes offered hereby,
including notes having the same series designation and terms (except for the public offering prices and
the issue date) as the notes offered hereby, without the approval of the holders of outstanding notes
under the Indenture, including the holders of the outstanding notes offered hereby.
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No Listing
We do not intend to list the notes on any securities exchange or automated dealer quotation system.
The notes will be new securities for which there currently is no public market. See "Risk Factors--
There may be no public market for the notes."
S-6
Use of Proceeds
We estimate that the net proceeds from the sale of the notes in this offering will be approximately
$1,981,882,500, after deducting the underwriting discounts and commissions but before deducting
other offering expenses. A portion of the net proceeds from the sale of the notes, together with
available cash balances, will be used to repay at maturity Exelon's $900,000,000 2.850% Notes due
June 15, 2020. The underwriters and their affiliates may hold certain of the notes to be redeemed and,
thus, may receive a portion of the proceeds of this offering. The remainder of the net proceeds will be
used for general corporate purposes. See "Use of Proceeds."

Risk Factors
You should consider carefully all the information set forth and incorporated by reference in this
prospectus supplement and the accompanying prospectus and, in particular, you should evaluate the
specific factors set forth under the heading "Risk Factors" beginning on page S-8 of this prospectus
supplement, as well as the other information contained or incorporated herein by reference, before
investing in the notes offered hereby.

Trustee
The Bank of New York Mellon Trust Company, N.A.

Governing Law
The Indenture and the notes will be governed by the laws of the State of New York.
S-7
RISK FACTORS
Investing in the notes involves risks. You should carefully consider the following discussion and the risks described under "Risk Factors" in
our Annual Report on Form 10-K for the year ended December 31, 2019, incorporated by reference in this prospectus supplement and the
accompanying prospectus, the factors listed under "Forward Looking Statements" in this prospectus supplement and the other information
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus before making a decision to invest in the
notes. See "Where You Can Find More Information."
There may be no public market for the notes.
We can give no assurances concerning the liquidity of any markets that may develop for the notes offered by this prospectus supplement, the
ability of any investor to sell any of the notes or the price at which investors would be able to sell them. If markets for the notes do not develop,
investors may be unable to resell the notes for an extended period of time, if at all. If markets for the notes do develop, they may not continue or it
may not be sufficiently liquid to allow holders to resell any of the notes. Consequently, investors may not be able to liquidate their investment
readily, and lenders may not readily accept the notes as collateral for loans.
The Indenture does not restrict the amount of additional debt that we may incur.
The notes and Indenture pursuant to which the notes will be issued do not place any limitation on the amount of indebtedness that we or our
subsidiaries may incur. Our incurrence of additional debt may have important consequences for you as a holder of the notes, including making it
more difficult for us to satisfy our obligations with respect to the notes, a loss in the trading value of your notes and a risk that one or more of the
credit ratings of the notes are lowered or withdrawn.
Our debt, including the notes, is effectively subordinated to the debt of our subsidiaries.
Because we are a holding company with no material assets other than our ownership interests in our subsidiaries and all of our operations are
conducted by our subsidiaries, our debt is effectively subordinated to all existing and future debt, trade creditors, and other liabilities of our
subsidiaries. Our rights, and hence the rights of our creditors, to participate in any distribution of assets of any subsidiary upon its liquidation or
reorganization or otherwise would be subject to the prior claims of that subsidiary's creditors, except to the extent that our claims as a creditor of
such subsidiary may be recognized. As of December 31, 2019, our subsidiaries had outstanding approximately $30 billion of long-term debt,
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including long-term debt to financing trusts and the portion of long-term debt due within one year. The Indenture does not restrict our or our
subsidiaries' ability to incur additional indebtedness.
Our results could be negatively affected by the impacts of COVID -19.
We are monitoring the global outbreak of the novel coronavirus (COVID-19) and taking steps to mitigate the potential risks to us posed by its
spread. We provide a critical service to our customers, which means that it is paramount that we keep our employees who operate our business
safe and informed. For example, we have taken precautions with regard to employee and facility hygiene, imposed travel limitations on our
employees and directed our employees to work remotely whenever possible. Additional protocols are being implemented for required work within
customer premises to protect our employees, such customers and the public. In addition, we have assessed and updated our existing business
continuity plans for our business units in the context of this pandemic. This is a rapidly evolving situation, and we will continue to monitor
developments affecting our workforce and our suppliers and take additional precautions as we believe are warranted. The extent to which COVID-
19 may impact our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information
concerning the severity of COVID-19 and the actions taken to contain it or treat its impact, among others.
S-8
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the notes in this offering will be approximately $1,981,882,500, after deducting the
underwriting discounts and commissions but before deducting other offering expenses. A portion of the net proceeds from the sale of the notes,
together with available cash balances, will be used to repay at maturity Exelon's $900,000,000 2.850% Notes due June 15, 2020. The underwriters
and their affiliates may hold certain of the notes to be redeemed and, thus, may receive a portion of the proceeds of this offering. The remainder of
the net proceeds will be used for general corporate purposes. To the extent we do not use the net proceeds immediately, we may temporarily invest
them in short-term, interest bearing obligations.
S-9
CAPITALIZATION
The following table shows our consolidated capitalization as of December 31, 2019 and as adjusted to reflect the issuance of the notes offered
by this prospectus supplement and the application of the net proceeds thereof. See "Use of Proceeds." This table is qualified in its entirety by, and
should be considered in conjunction with, the more detailed information incorporated by reference or provided in this prospectus supplement or in
the accompanying prospectus.
As of December 31, 2019
(in millions)
Actual
As Adjusted
Long-term debt:

Long-term debt, including long-term debt to financing trusts(a)
$ 36,429 $ 35,529
2030 notes offered hereby
--
1,250
2050 notes offered hereby
--
750
Shareholders' equity
32,224
32,224
Total capitalization
$ 68,653 $ 69,753
(a) Includes approximately $4.7 billion of long-term debt due within one year.
S-10
DESCRIPTION OF THE NOTES
The following description of the notes is only a summary and is not intended to be comprehensive. In the event that information in this
prospectus supplement is inconsistent with information in the accompanying prospectus, you should rely on this prospectus supplement.
General
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We will issue $1,250,000,000 of the 4.050% notes due 2030 and $750,000,000 of the 4.700% notes due 2050 under an indenture, which is a
contract between us and the trustee, The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), dated June 11, 2015 as will be
supplemented by the supplemental indenture dated as of April 1, 2020 and as it may be further supplemented from time to time, which is referred
to herein collectively as the "Indenture." Subject to the limitations described in this prospectus supplement and the accompanying prospectus, we
may issue additional notes under the Indenture with the same priority as the notes offered hereby, including notes having the same series
designation and terms (except for the public offering prices and the issue date) as the notes offered hereby, without the approval of the holders of
outstanding notes under the Indenture, including the holders of any series the outstanding notes offered hereby.
The terms of the notes will not necessarily afford you protection in the event of particular transactions or upon the occurrence of particular
events that may adversely affect you, including a reorganization, recapitalization, restructuring, merger or other similar transactions involving us or
our subsidiaries, whether or not in connection with a change of control. As a result, we could enter into such transactions even though the
transaction could adversely affect our capital structure or credit ratings or otherwise adversely affect the holders of the notes. The notes will not
contain any provisions that will require us to redeem, or permit the holders of the notes to cause a redemption or purchase of, the notes upon the
occurrence of any particular event. However, we may redeem some or all of the notes at any time or from time to time prior to maturity, at our
option, as described in this prospectus supplement under "--Optional Redemption" below.
Interest Rate and Maturity
The 2030 notes will pay interest at the fixed rate of 4.050% per annum and the 2050 notes will pay interest at the fixed rate of 4.700% per
annum. Interest on the notes will be payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2020. The 2030
notes will mature on April 15, 2030 and the 2050 notes will mature on April 15, 2050.
Interest on the notes will accrue from and include the date that the notes are issued to and excluding the date of maturity or redemption. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. On each interest payment date, we will pay interest on each note to the
person in whose name the note is registered at the close of business on the record date for such interest. The record date for each interest payment
date in respect of the notes will be the close of business on the Business Day immediately preceding the applicable interest payment date. If any
interest payment date falls on a day that is not a Business Day, payment will be made on the next Business Day and no additional interest or other
payment will be paid in respect of such delay. "Business Day" means any day that is not a Saturday, a Sunday or a day on which commercial
banking institutions in New York City are generally authorized or required by law or executive order to be closed.
Ranking
The notes will be our direct unsecured general obligations and will rank equally with all of our existing and future unsecured and
unsubordinated debt, will be senior in right of payment to all of our existing and future subordinated debt and will be junior to any of our future
secured debt to the extent of the value of the collateral securing such secured debt. Because we are a holding company with no material assets other
than our ownership interests in our subsidiaries and all of our operations are conducted by our subsidiaries, our debt is effectively subordinated to
all existing and future debt, trade creditors, and other liabilities of our subsidiaries. Our rights,
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and hence the rights of our creditors, to participate in any distribution of assets of any subsidiary upon its liquidation or reorganization or otherwise
would be subject to the prior claims of that subsidiary's creditors, except to the extent that our claims as a creditor of such subsidiary may be
recognized. As of December 31, 2019, our subsidiaries had outstanding approximately $30 billion of long-term debt, including long-term debt to
financing trusts and the portion of long-term debt due within one year. The Indenture does not restrict our or our subsidiaries' ability to incur
additional indebtedness. In addition, the notes will not be obligations of or guaranteed by any of our subsidiaries. The Indenture does not limit our
ability to issue secured debt senior to the notes or the amount of debt we or our subsidiaries may issue, whether secured or unsecured.
Please see "Capitalization and Short-Term Borrowings" in this prospectus supplement for information with respect to the long-term debt and
short-term borrowings of us and our subsidiaries as of December 31, 2019.
Form and Denomination
The notes will be issued in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The notes will initially be issued in "book-entry only form," represented by a permanent global debt security registered in the name of DTC,
including Clearstream and/or Euroclear, or its nominee. However, we reserve the right to issue notes in certificated form registered in the name of
the noteholders. For so long as the notes are registered in the name of DTC or its nominee, we will pay the principal, premium, if any, and interest
due on the notes to DTC for payment to its participants for subsequent disbursement to the beneficial owners. For further information on DTC and
its practices, see "Book-Entry System" below.
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Optional Redemption
General
At our option, any or all of the notes may be redeemed, in whole or in part, at any time prior to maturity at a redemption price equal to the
greater of:
? 100% of the principal amount of the notes then outstanding to be redeemed; and

? the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed (exclusive of
interest accrued to the redemption date) that would be due if such notes matured on January 15, 2030, in the case of the 2030 notes, or on
October 15, 2049, in the case of the 2050 notes, but for the redemption, 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 50 basis points in the case of the 2030
notes and plus 50 basis points in the case of the 2050 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 2030 notes at any time on or after January 15, 2030 (three months prior to the maturity date of the 2030 notes) or the
2050 notes at any time on or after October 15, 2049 (six months prior to the maturity date of the 2050 notes), we may redeem some or all of the
2030 notes and the 2050 notes, respectively, in each case upon at least 15 days' and not more than 60 days' notice at a redemption price equal to
100% of the principal amount of the notes then outstanding to be redeemed plus accrued and unpaid interest on the principal amount being
redeemed to but excluding the redemption date.
Any optional redemption may be conditioned upon the consummation of one or more other transactions, including any debt or equity issuance
by us or any of our parent companies or subsidiaries. The Trustee shall not have responsibility for calculating any redemption price.
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Certain Definitions
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker (as
defined below) as having an actual or interpolated maturity comparable to the remaining term of the notes being redeemed (assuming for this
purpose that the 2030 notes mature on January 15, 2030 and the 2050 notes mature on October 15, 2049) that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the
remaining term of the notes.
"Comparable Treasury Price" means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations (as defined
below) for such redemption date.
"Independent Investment Banker" means one of the Reference Treasury Dealers (as defined below) appointed by us.
"Reference Treasury Dealer" means (1) any of Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, BofA Securities, Inc.,
J.P. Morgan Securities LLC or Wells Fargo Securities, LLC or their respective affiliates or successors and (2) one other primary U.S. Government
securities dealer in the United States of America (each, a "Primary Treasury Dealer") selected by us; provided, however, that if any of the
foregoing shall cease to be a Primary Treasury Dealer, or is unwilling or unable to serve in such role, we shall substitute therefor another Primary
Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to us at 3:30 p.m. New York City time on the third Business Day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to actual or
interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
Events of Default
An "Event of Default" with respect to a series of debt securities issued under the Indenture means any of the following:
? we fail to pay the principal of (or premium, if any, on) any debt security of that series when due and payable;
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