Obligation ExelonCorp 5.625% ( US30161NAC56 ) en USD

ExelonCorp

106.027 % ▲

Etas-Unis

US30161NAC56 ( en USD )

5.625% par an ( paiement semestriel )

15/06/2035

Prospectus brochure de l'obligation Exelon US30161NAC56 en USD 5.625%, échéance 15/06/2035

1 000 USD

500 000 000 USD

30161NAC5

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/06/2025 ( Dans 11 jours )

Exelon est une société américaine d'énergie intégrée fournissant de l'électricité et du gaz naturel à des clients résidentiels, commerciaux et industriels.

L'Obligation émise par ExelonCorp ( Etas-Unis ) , en USD, avec le code ISIN US30161NAC56, paye un coupon de 5.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2035

L'Obligation émise par ExelonCorp ( Etas-Unis ) , en USD, avec le code ISIN US30161NAC56, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par ExelonCorp ( Etas-Unis ) , en USD, avec le code ISIN US30161NAC56, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 c95754b5e424b5.htm PROSPECTUS SUPPLEMENT
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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-108546
PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 10, 2004)
$1,700,000,000

Exelon Corporation
$400,000,000 4.45% Senior Notes due 2010
$800,000,000 4.90% Senior Notes due 2015
$500,000,000 5.625% Senior Notes due 2035
The notes will bear interest as set forth above. Interest on each series of notes is payable on June 15 and
December 15 of each year, beginning on December 15, 2005. Each series of notes will mature on June 15 of its
respective year of maturity. We may redeem some or all of the notes of any series at any time prior to maturity at a
redemption price described under the caption "Description of the Senior Notes Redemption at Our Option."
The notes will be our senior obligations and will rank equally with all of our other unsecured senior indebtedness.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 of this prospectus
supplement and on page 4 of the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
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Per

Per

Per

4.45% Senior Note 4.90% Senior Note 5.625% Senior Note

due 2010

due 2015

due 2035

Total

Public Offering Price

99.906%
99.858%
99.740% $1,697,188,000
Underwriting Discount

0.600%
0.650%
0.875% $ 11,975,000
Proceeds to Exelon (before
expenses)

99.306%
99.208%
98.865% $1,685,213,000
Interest on the notes will accrue from June 9, 2005 to date of delivery.
The underwriters expect to deliver the notes in book-entry form only through The Depository Trust Company on
or about June 9, 2005.
Joint Book-Running Managers

Citigroup

Merrill Lynch & Co.
(Global Coordinator)

Banc of America Securities
Barclays Capital
LLC
(2015 Notes)
(2035 Notes)

Credit Suisse First Boston
Deutsche Bank Securities
(2015 Notes)
(2010 Notes)

Senior Co-Managers

UBS Investment Bank

Wachovia Securities
Co-Managers
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ABN AMRO Incorporated
BNP PARIBAS
BNY Capital Markets, Inc.
Capital Management Group
Dresdner Kleinwort
Securities LLC
Wasserstein
KeyBanc Capital Markets
Loop Capital Markets, LLC
Piper Jaffray
Ramirez & Co., Inc.
Scotia Capital
The Williams Capital
Wells Fargo Securities
Group, L.P.
June 6, 2005

You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized any
other person 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
securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the
information appearing in this prospectus supplement and the accompanying prospectus, as well as
information we previously filed with the Securities and Exchange Commission and incorporated by reference,
is accurate as of any date other than its respective date. Our business, financial condition, results of operations
and prospects may have changed since that date.
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement

S-1
Documents Incorporated by Reference

S-1
Forward-Looking Statements

S-2
Summary

S-3
Risk Factors

S-5
Selected Financial Information

S-6
Use of Proceeds

S-8
Capitalization

S-8
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Ratio of Earnings to Fixed Charges

S-9
The Proposed Merger
S-10
Description of the Senior Notes
S-31
Underwriting
S-34
Legal Matters
S-36
Experts
S-36
Prospectus

Page
About this Prospectus

1
Where You Can Find More Information

2
Documents Incorporated by Reference

2
Risk Factors

4
Exelon Corporation
13
Exelon Capital Trust I, Exelon Capital Trust II and Exelon Capital Trust III
13
Forward-Looking Statements
14
Use of Proceeds
16
Ratio of Earnings to Fixed Charges
16
Description of Debt Securities
17
Description of Common Stock
25
Description of Stock Purchase Contracts and Stock Purchase Units
26
Description of Preferred Stock
27
Description of Trust Preferred Securities
28
Description of Subordinated Debt Securities
40
Description of Guarantees
49
Relationship Among the Trust Preferred Securities, the Subordinated Debt Securities and the
Guarantees
52
Book-Entry System
54
Plan of Distribution
57
Legal Matters
58
Experts
58
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Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus contain information about our company and about
the notes. They also refer to information contained in other documents that we file with the Securities and Exchange
Commission (SEC). Any statement contained in this prospectus supplement, the accompanying prospectus or in a
document (all or a portion of which is incorporated by reference herein) shall be modified or superseded for purposes
of this prospectus supplement and the accompanying prospectus to the extent that a statement contained in this
prospectus supplement, the accompanying prospectus, any supplement or any document incorporated by reference
modifies or supersedes that statement. Any statement so modified or superseded shall not, except as so modified or
superseded, constitute a part of this prospectus supplement and the accompanying prospectus.
When we refer to "Exelon," "the Company," "we," "our" or "us" in this prospectus supplement, unless the context
otherwise requires, we mean Exelon Corporation together with our subsidiaries.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" information that we file with the SEC, which means that we can
disclose important information to you by referring you to other documents we file with the SEC. The information
incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus, and
information that we file later with the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), prior to the termination of any offering
of the notes made by this prospectus supplement and the accompanying prospectus (excluding any information
furnished pursuant to Items 2.02 or 7.01 on any current report on Form 8-K):
· Exelon's Annual Report on Form 10-K for the year ended December 31, 2004;
· Exelon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005; and
· Exelon's Current Reports on Form 8-K filed on January 28, 2005, February 1, 2005, February 4, 2005,
February 22, 2005, February 25, 2005, March 7, 2005, March 8, 2005, March 30, 2005, April 5, 2005,
April 6, 2005, April 27, 2005, May 10, 2005 and May 13, 2005.
Upon written or oral request, we will provide without charge to each person, including any beneficial owner, to
whom this prospectus supplement and the accompanying prospectus are delivered, a copy of any or all of the
documents which are incorporated in this prospectus supplement and the accompanying prospectus by reference
(other than exhibits to those documents unless those exhibits are specifically incorporated by reference into the
documents that this prospectus supplement and the accompanying prospectus incorporate). Written or oral requests
for copies should be directed to the address set forth on page 2 of the accompanying prospectus under "Where You
Can Find More Information."
S-1
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Table of Contents
FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, certain of the matters discussed or incorporated by
reference in this prospectus supplement or the accompanying prospectus are forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The
factors that could cause actual results to differ materially from the forward-looking statements made by us include
those factors discussed in:
· Our Annual Report on Form 10-K for the year ended December 31, 2004;
· Our Current Reports on Form 8-K filed on February 4, 2005 and May 13, 2005, including those discussed in
Exhibit 99.2 "Management's Discussion and Analysis of Financial Condition and Results of Operations
Exelon Business Outlook and the Challenges in Managing the Business" and Exhibit 99.3 "Financial
Statements and Supplementary Data Exelon Corporation"; and
· Other factors discussed in our filings with the SEC incorporated herein by reference.
You are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the
date of this prospectus supplement. We expressly disclaim any obligation or undertaking to publicly release any
revision to our forward-looking statements to reflect events or circumstances after the date of this prospectus
supplement.
S-2
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Table of Contents
SUMMARY
The following information is qualified in its entirety by the more detailed information appearing elsewhere in
this prospectus supplement and the accompanying prospectus or incorporated herein by reference. An
investment in the notes involves certain risks relating to our business, prospects, financial condition and results
of operation and other risks relating to the terms of the notes. These risks are described under "Risk Factors" on
page S-5 below.
Exelon Corporation
General
We are a registered public utility holding company, operating through subsidiaries in two business segments:
· Energy Delivery, whose businesses include the purchase and regulated retail sale of electricity and
distribution and transmission services by Commonwealth Edison Company (ComEd) in northern Illinois
and PECO Energy Company (PECO) in southeastern Pennsylvania and the purchase and retail sale of
natural gas and distribution services by PECO in the Pennsylvania counties surrounding the City of
Philadelphia.
· Generation, consisting principally of the electric generating facilities and wholesale energy marketing
operations of Exelon Generation Company, LLC (Generation), the competitive retail sales business of
Exelon Energy Company (Exelon Energy) and certain other generation projects.
We sold or wound down substantially all components of Exelon Enterprises Company, LLC (Enterprises) in
2004 and 2003. As a result, as of January 1, 2005, Enterprises is no longer reported as a segment. See Exelon's
Current Report on Form 8-K filed on May 13, 2005.
Our principal executive offices are located at 10 South Dearborn Street, 37th Floor, P.O. Box 805379,
Chicago, Illinois 60680-5379, and our telephone number is (312) 394-4321.
Proposed Merger with Public Service Enterprise Group Incorporated
On December 20, 2004, we entered into an Agreement and Plan of Merger (Merger Agreement) with Public
Service Enterprise Group Incorporated (PSEG), the holding company for electric and gas utility businesses
primarily located and serving customers in New Jersey, whereby PSEG will be merged with and into Exelon
(Merger). Under the Merger Agreement, each share of PSEG common stock will be converted into 1.225 shares
of our common stock, and we will be the surviving entity in the Merger. If the Merger is completed, we will
continue as the surviving corporation and will change our name to Exelon Electric & Gas Corporation.
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The Merger Agreement has been unanimously approved by both companies' boards of directors, but
consummation of the Merger is contingent upon, among other things, the approval by shareholders of both
companies, antitrust clearance and a number of regulatory approvals or reviews by federal and state energy
authorities. The parties have made certain of the regulatory filings to obtain necessary regulatory approvals.
When we and PSEG announced the Merger Agreement on December 20, 2004, we indicated that we
expected to close the transaction in 12 to 15 months. While we believe that this objective is reasonably
achievable assuming we and PSEG are able to reach settlements with interested parties and those settlements are
approved by the applicable regulatory authorities, (see "The Proposed Merger Regulatory Matters Relating to
the Proposed Merger" on page S-29 below), if settlements are not reached, we expect that, assuming all other
conditions to completion of the Merger are satisfied, the closing of the Merger will occur in the second quarter
of 2006. If the Federal Energy Regulatory Commission (FERC) were to hold a hearing on the application
relating to the Merger, the anticipated closing would be extended into mid-2006 or perhaps later.
For additional information related to the Merger, see "The Proposed Merger" on page S-10 below.
S-3
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