Obligation ExelonCorp 3.497% ( US30161NAW11 ) en USD

ExelonCorp

100 % ▲

Etas-Unis

US30161NAW11 ( en USD )

3.497% par an ( paiement semestriel )

31/05/2022 - Obligation échue

Prospectus brochure de l'obligation Exelon US30161NAW11 en USD 3.497%, échue

1 000 USD

1 150 000 000 USD

30161NAW1

BBB ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

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 US30161NAW11, paye un coupon de 3.497% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2022

L'Obligation émise par ExelonCorp ( Etas-Unis ) , en USD, avec le code ISIN US30161NAW11, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par ExelonCorp ( Etas-Unis ) , en USD, avec le code ISIN US30161NAW11, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-196220
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Amount of
Title of Each Class of
Amount to be
Offering Price
Aggregate
Registration
Securities to be Registered

Registered

per Security

Offering Price

Fee(1)
3.497% Junior Subordinated Notes due 2022

$1,150,000,000
100.303%
$1,153,484,500
$133,689

(1)
The registration fee, calculated in accordance with Rule 457(o) and 457(r), is being transmitted to the SEC on a deferred basis pursuant to
Rule 456(b). This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the
Company's Registration Statement on Form S-3 (File No. 333-196220).
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 23, 2014)
$1,150,000,000

Exelon Corporation
3.497% Junior Subordinated Notes due 2022
This prospectus supplement relates to the remarketing of $1,150,000,000 aggregate principal amount of our 2.50% junior subordinated notes due 2024 (the "Original
Notes"), originally issued as components of our Equity Units issued in June 2014 (the "Equity Units"). The Equity Units were initially issued in the form of a Corporate
Unit consisting of a purchase contract issued for shares of our common stock and a 1/20, or a 5%, undivided beneficial ownership interest in $1,000 principal amount of
the Original Notes. This remarketing is on behalf of holders of the Corporate Units. As used herein, the term "Junior Subordinated Notes" refers to the Original Notes
after the remarketing.
The Original Notes are being remarketed into $1,150,000,000 aggregate principal amount of 3.497% Junior Subordinated Notes due 2022. The Junior Subordinated
Notes will be sold with accrued interest at an annual rate of 2.50% from, and including, March 1, 2017 to, but excluding, April 3, 2017. From and after April 3, 2017, the
interest rate on the Original Notes will be reset to 3.497% per year. The interest on Junior Subordinated Notes will be payable semi-annually in arrears on June 1 and
December 1 of each year, beginning on June 1, 2017. The Junior Subordinated Notes will mature on June 1, 2022.
The Junior Subordinated Notes will be subordinated to all of our existing and future "Senior Indebtedness" (as defined under "DESCRIPTION OF THE JUNIOR
SUBORDINATED NOTES--Subordination"). In addition, the Junior Subordinated Notes will be effectively subordinated to all liabilities of our subsidiaries.
At any time on or after May 1, 2022 (1 month prior to the maturity date of the Junior Subordinated Notes), the Junior Subordinated Notes may be redeemed, at our
option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Junior Subordinated 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 JUNIOR SUBORDINATED NOTES--
Redemption."
Investing in the Junior Subordinated Notes involves risks. For a description of these risks, see "Risk Factors" on page S-4 of this
prospectus supplement, the Risk Factors section of our most recent Annual Report (as defined below) incorporated by reference herein
and in our other reports we file with the Securities and Exchange Commission (the "SEC") that are incorporated by reference herein.

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Public Offering
Remarketing

Price(1)

Fee(2)(3)

Per Junior Subordinated Note

100.303%

0.600%
Total

$ 1,153,484,500
$
6,900,000

(1) Plus interest accrued at an annual rate of 2.50% from, and including, March 1, 2017, to, but excluding, the date of delivery of the Junior Subordinated Notes, which
must be paid by the purchasers thereof.
(2) We will not directly receive any proceeds from this remarketing. See "USE OF PROCEEDS" on page S-6.
(3) We will pay all fees and expenses of the remarketing agents.
This prospectus supplement does not constitute an offer to sell or the solicitation of an offer to buy the Equity Units or any other securities issued by us other than
the Junior Subordinated Notes offered hereby. The information contained herein regarding the Equity Units is qualified in its entirety by reference to Exelon Corporation's
prospectus dated May 23, 2014 and the related prospectus supplement dated June 11, 2014, pursuant to which the Equity Units were issued on June 17, 2014.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the
accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Junior Subordinated Notes are expected to be delivered in book-entry form only through The Depository Trust Company ("DTC") including Clearstream
Banking, société anonyme and/or Eurostream Bank S.A./N.V., against payment in New York, New York, on or about April 3, 2017.
The offering of the notes by the remarketing agents is subject to receipt and acceptance and subject to the remarketing agents' right to reject any order in whole or in
part.

Joint Book-Running Remarketing Agents

BofA Merrill Lynch

Citigroup

Goldman, Sachs & Co.
Credit Agricole CIB

Credit Suisse

PNC Capital Markets LLC
Senior Co-Managing Remarketing Agent
Loop Capital Markets
Co-Managing Remarketing Agents

Lebenthal Capital Markets

Mischler Financial Group, Inc.

The date of this prospectus supplement is March 29, 2017.
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying base prospectus are each part of an automatic shelf registration statement on Form S-3
that we filed with the SEC as a "well-known seasoned issuer" as defined in Rule 405 of the Securities Act of 1933, as amended (the "Securities
Act"). Under the shelf registration process, we may from time to time offer and sell to the public any or all of the securities described in the
registration statement in one or more offerings. This document is in two parts. The first part is the prospectus supplement, which describes the
specific terms of the Junior Subordinated Notes and certain other matters relating to us and our financial condition. The second part, which is the
accompanying base prospectus, gives more general information about the securities we may offer from time to time, some of which does not apply
to the Junior Subordinated Notes we are offering at this time. Generally, when we refer to the "prospectus," we are referring to both parts of this
document combined. To the extent the description of the Junior Subordinated Notes in the prospectus supplement differs from the description of the
securities and Junior Subordinated Notes in the accompanying base prospectus, you should only rely on the information in the prospectus
supplement.
You should rely only on the information contained in this document or to which this document refers you, or in other offering materials filed
by us with the SEC. We have not authorized anyone, and we have not authorized the remarketing agents to authorize anyone, to provide you with
different information. We take no responsibility for, and can provide no assurance as to the reliability of, any different or inconsistent information.
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This document may only be used where it is legal to sell these securities. The information which appears in this document and which is
incorporated by reference in this document may only be accurate as of the date of this prospectus supplement or the date of the document in which
incorporated information appears. Our business, financial condition, results of operations and prospects may have changed since the date of such
information.
The accompanying prospectus includes and other documents incorporated or deemed incorporated by reference herein may include
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 (formerly Pepco Holdings, Inc.) ("PHI"),
Potomac Electric Power Company ("Pepco"), Delmarva Power & Light Company ("DPL") and 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 of Exelon, Generation, ComEd, PECO,
BGE, PHI, Pepco, DPL and ACE 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 Junior Subordinated Notes.
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.

i
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

i
WHERE YOU CAN FIND MORE INFORMATION

iii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

iii
FORWARD-LOOKING INFORMATION

iv
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-4
USE OF PROCEEDS
S-6
CAPITALIZATION AND SHORT TERM-BORROWINGS
S-7
RATIO OF EARNINGS TO FIXED CHARGES
S-8
DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES
S-9
BOOK-ENTRY PROCEDURES AND SETTLEMENT
S-17
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-21
REMARKETING
S-29
LEGAL MATTERS
S-34
EXPERTS
S-34
Prospectus

ABOUT THIS PROSPECTUS SUPPLEMENT

1
FORWARD-LOOKING STATEMENTS

2
RISK FACTORS

2
EXELON CORPORATION

2
EXELON GENERATION COMPANY, LLC

2
COMMONWEALTH EDISON COMPANY

3
PECO ENERGY COMPANY

3
BALTIMORE GAS AND ELECTRIC COMPANY

3
USE OF PROCEEDS

3
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERENCE SECURITY DIVIDENDS

4
DESCRIPTION OF SECURITIES

5
PLAN OF DISTRIBUTION

5
LEGAL MATTERS

8
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EXPERTS

8
WHERE YOU CAN FIND MORE INFORMATION

8
DOCUMENTS INCORPORATED BY REFERENCE

9

ii
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document
we file at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. 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.
The accompanying prospectus includes and other documents incorporated or deemed incorporated by reference herein may include
information about our subsidiaries Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE and their securities. Exelon, Generation,
ComEd, PECO, BGE, PHI, Pepco, DPL and ACE file combined reports under the Exchange Act. Information contained in the combined reports
relating to each of Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE 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 Junior Subordinated Notes.
We are incorporating by reference into this prospectus 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 any documents, or any portions of documents,
deemed pursuant to the SEC's rules to be furnished and not filed with the SEC) until the remarketing is consummated or terminated:

·
Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 13, 2017 (the "Annual Report");

·
Definitive Proxy Statement on Schedule 14A filed with the SEC on March 15, 2017; and

·
Current Report on Form 8-K filed with the SEC on March 10, 2017.

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Table of Contents
FORWARD-LOOKING INFORMATION
This prospectus and the documents incorporated or deemed incorporated by reference as described under the section "INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE" contain forward-looking statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act that are not based entirely on historical facts and are subject to risks and uncertainties. Words such as "believes,"
"anticipates," "expects," "intends," "plans," "predicts" and "estimates" and similar expressions are intended to identify forward-looking statements
but are not the only means to identify those statements. We intend for any forward-looking statements to be covered by, and we claim the
protection under, the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
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 results and trends, current conditions, expected future developments and other factors they believe to be
appropriate that often involve judgments, estimates, assumptions and projections. Forward-looking statements reflect current views about our
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plans, strategies and prospects, which are based on information currently available. Although we believe that our plans, intentions and expectations
as reflected in or suggested by any forward-looking statements are reasonable, we do not guarantee or give assurance that such plans, intentions or
expectations will be achieved. Actual results are subject to risks and uncertainties and may differ materially from our anticipated results described
or implied in our forward-looking statements, and such differences may be due to a variety of factors.
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, which is incorporated herein by reference:
(1) ITEM 1A. Risk Factors, (2) ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, (3) ITEM 8.
Financial Statements and Supplementary Data and (4) Note 24: Commitments and Contingencies (All Registrants) to the consolidated financial
statements; and (c) other factors discussed herein and in other filings with the SEC by Exelon, which are incorporated or deemed incorporated by
reference herein, as applicable. Our business could also be affected by additional factors that are presently unknown to us or that we currently
believe to be immaterial to our business.
You are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date on which they are made.
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.

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Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The following summary contains basic information about this offering. It may not contain all the information that is important to you.
The "DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES" section of this prospectus supplement and the "DESCRIPTION OF
SECURITIES" section of the accompanying base prospectus contain more detailed information regarding the terms and conditions of the
Junior Subordinated Notes. The following summary is qualified in its entirety by reference to the more detailed information appearing
elsewhere in this prospectus supplement and in the accompanying base prospectus.
Exelon Corporation
Our Company
Exelon Corporation, incorporated in Pennsylvania in February 1999, is a utility services holding company engaged, through Generation,
in the energy generation business and, through ComEd, PECO, BGE, PHI, Pepco, DPL and ACE, 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 (800) 483-3220.
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. 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.
PHI is a utility services holding company engaged, through its reportable segments Pepco, DPL and ACE, in the energy delivery
business. On March 23, 2016, Pepco Holdings, Inc., converted from a Delaware corporation to a Delaware limited liability company, Pepco
Holdings LLC.
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.
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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 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 the District of Columbia and major portions of Montgomery County and Prince
George's County in Maryland.
DPL'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 portions of Delaware and Maryland, as well as the purchase and regulated retail
sale of natural gas and the provision of natural gas distribution services to retail customers in portions of New Castle County in Delaware.

S-1
Table of Contents
ACE'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 portions of southern New Jersey.
The Offering
The Junior Subordinated Notes
We are offering on behalf of holders of the Corporate Units $1,150,000,000 aggregate principal amount of the Junior Subordinated
Notes. The Junior Subordinated Notes will mature on June 1, 2022.
The Junior Subordinated Notes will be sold with accrued interest at an annual rate of 2.50% from, and including, March 1, 2017 to, but
excluding, April 3, 2017.
The Junior Subordinated Notes will be issued in the form of one or more global securities in fully registered form initially in the name of
Cede & Co., as nominee of DTC, or such other name as may be requested by an authorized representative of DTC. This means that you will
not receive a security for your Junior Subordinated Notes but, instead, will hold your interest through DTC's system. The global securities
will be deposited with DTC and may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or
another nominee of DTC or by DTC or any nominee to a successor of DTC or a nominee of such successor. See "BOOK-ENTRY
PROCEDURES AND SETTLEMENT."
Interest
Interest on the Junior Subordinated Notes will be payable semi-annually in arrears on June 1 and December 1 (each, an "Interest
Payment Date"). The first interest payment following this remarketing will be made on June 1, 2017 and will include interest accrued (i) at an
annual rate of 2.50% from, and including, March 1, 2017 to, but excluding, April 3, 2017 and (ii) at an annual rate of 3.497% from, and
including, April 3, 2017 to, but excluding, June 1, 2017. On and after April 3, 2017, the Junior Subordinated Notes will bear interest at
3.497% per year.
Record Dates
So long as the Junior Subordinated Notes remain in book-entry only form, the record date for each Interest Payment Date will be the
close of business on the business day before the applicable Interest Payment Date.
If the Junior Subordinated Notes are not in book-entry only form, the record date for each Interest Payment Date will be the fifteenth day
of the calendar month immediately preceding the calendar month in which the applicable Interest Payment Date falls (or, if such day is not a
business day, the next preceding business day).
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Ranking
The Junior Subordinated Notes will be subordinated to all of our existing and future Senior Indebtedness. In addition, the Junior
Subordinated Notes will be effectively subordinated to all liabilities of our subsidiaries. See "DESCRIPTION OF THE JUNIOR
SUBORDINATED NOTES--Subordination" and "DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES--Ranking."
Redemption
At any time on or after May 1, 2022 (1 month prior to the maturity date of the Junior Subordinated Notes), the Junior Subordinated Notes
may be redeemed, at our option, in whole or in part, at at a redemption price equal

S-2
Table of Contents
to 100% of the principal amount of the Junior Subordinated 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 JUNIOR SUBORDINATED NOTES
--Redemption."
No Listing of the Junior Subordinated Notes
The Junior Subordinated Notes are not listed and we do not plan to apply to list the Junior Subordinated Notes on any securities
exchange or to include them in any automated quotation system.
Use of Proceeds
We are conducting the remarketing on behalf of holders of the Corporate Units and will not directly receive any proceeds therefrom. The
proceeds will be used to purchase a portfolio of treasury securities maturing on or about May 31, 2017. We expect that a portion of the funds
generated upon maturity of the portfolio will be used to settle with us the purchase contracts entered into as a part of the Equity Units (the
Purchase Contracts) on June 1, 2017. See "USE OF PROCEEDS."

S-3
Table of Contents
RISK FACTORS
Your investment in the Junior Subordinated Notes involves certain risks. Our business is influenced by many factors that are difficult to
predict, involve uncertainties that may materially affect actual results and are often beyond our control. We have identified a number of these
factors under the section "RISK FACTORS" in our Annual Report, which is incorporated by reference in this prospectus supplement. In
consultation with your own financial and legal advisers, you should carefully consider, among other matters, the discussions of risks that we have
incorporated by reference before deciding whether an investment in the Junior Subordinated Notes is suitable for you. See "INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE."
Risks Relating to the Junior Subordinated Notes
There may be no public market for the Junior Subordinated Notes.
We can give no assurances concerning the liquidity of any markets that may develop for the Junior Subordinated Notes offered by this
prospectus supplement, the ability of any investor to sell any of the Junior Subordinated Notes or the price at which investors would be able to sell
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them. If markets for the Junior Subordinated Notes do not develop, investors may be unable to resell the Junior Subordinated Notes for an
extended period of time, if at all. If markets for the Junior Subordinated Notes do develop, they may not continue or may not be sufficiently liquid
to allow holders to resell any of the Junior Subordinated Notes. In addition, the condition of the financial markets and prevailing interest rates have
fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices of the Junior Subordinated
Notes. Consequently, investors may not be able to liquidate their investment readily or at the price they desire, and lenders may not readily accept
the Junior Subordinated Notes as collateral for loans.
The Indenture (as defined below) does not restrict the amount of additional debt that we may incur.
The Junior Subordinated Notes and the Indenture pursuant to which the Junior Subordinated Notes will be issued do not place any limitation
on the amount of indebtedness that we or our subsidiaries may incur. As of December 31, 2016, we had approximately $34.6 billion principal
amount of outstanding long-term debt, including long-term debt to financing trusts and the portion of long-term debt due within one year, on a
consolidated basis. Our incurrence of additional debt may have important consequences for you as a holder of the Junior Subordinated Notes,
including making it more difficult for us to satisfy our obligations with respect to the Junior Subordinated Notes, a loss in the trading value of your
Junior Subordinated Notes and a risk that one or more of the credit ratings of the Junior Subordinated Notes are lowered or withdrawn.
The Junior Subordinated Notes are subordinated to our existing and future Senior Indebtedness.
The Junior Subordinated Notes are subordinated to our existing and future Senior Indebtedness (as defined under "DESCRIPTION OF THE
JUNIOR SUBORDINATED NOTES--Subordination"). The Indenture under which the Junior Subordinated Notes will be issued will not restrict
us or our subsidiaries from incurring substantial additional indebtedness in the future. As of December 31, 2016, we had approximately
$32.9 billion principal amount of outstanding long-term debt, including the portion of long-term debt due within one year and excluding long-term
debt to financing trusts, on a consolidated basis that will be senior to the Junior Subordinated Notes.
Our debt, including the Junior Subordinated Notes, is effectively subordinated to the debt of our subsidiaries.
The Junior Subordinated Notes are obligations exclusively of Exelon and will not be guaranteed by any 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

S-4
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to all existing and future debt, trade credit 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, 2016, our
subsidiaries had outstanding approximately $27.7 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 will not restrict our or our subsidiaries' ability to incur additional indebtedness.

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USE OF PROCEEDS
The remarketing agents are remarketing $1,150,000,000 aggregate principal amount of the Original Notes on behalf of holders of the
Corporate Units.
We will not directly receive any proceeds from the remarketing. The proceeds will be used to purchase a portfolio of treasury securities
maturing on or about May 31, 2017. We expect that a portion of the funds generated upon maturity of the portfolio will be used to settle with us the
Purchase Contracts on June 1, 2017.
We currently intend to use the proceeds from the settlement of the Purchase Contracts for general corporate purposes. To the extent we do
not use such proceeds immediately, we may temporarily invest them in short-term, interest-bearing obligations.

S-6
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Table of Contents
CAPITALIZATION AND SHORT TERM-BORROWINGS
The table below shows Exelon's consolidated capitalization and short-term borrowings as of December 31, 2016. The "As Adjusted" column
reflects our capitalization after giving effect to this remarketing of the Original Notes. We will not directly receive any cash proceeds from this
remarketing, and the table does not reflect the settlement of the Purchase Contracts, which is expected to take place on June 1, 2017. You should
read this table along with our audited financial statements contained in our Annual Report. See "INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE" and "USE OF PROCEEDS."

December 31, 2016

(in millions)

Actual
As Adjusted(1)
Short-term borrowings

$ 1,267
$
1,267
Long-term debt:

Long-term debt, including long-term debt to financing trusts(2)

33,496

33,496
Junior Subordinated Notes offered hereby

--

1, 150
Original Notes

1,150

--

Total long-term debt

34,646

34,646
Shareholders' equity

25,837

25,837

Total capitalization and short-term borrowings

$61,750
$
61,750

(1)
Assumes that all Original Notes will be remarketed for Junior Subordinated Notes.
(2)
Includes approximately $2,430 million of long-term debt due within one year.

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RATIO OF EARNINGS TO FIXED CHARGES
The following are Exelon's consolidated ratios of earnings to fixed charges for each of the periods indicated:

Years Ended December 31,

2016
2015
2014
2013
2012
2.0x 3.2x 2.7x 2.6x 2.4x
The ratio of earnings to fixed charges represents, on a pre-tax basis, the number of times earnings cover fixed charges. Earnings consist of
pre-tax net income from continuing operations after adjustment for income from equity investees and capitalized interest or allowance for funds
used during construction, to which has been added fixed charges. Fixed charges consist of interest costs and amortization of debt discount and
premium on all indebtedness and estimated interest portion of all rental expense.

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DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES
In this Description of the Junior Subordinated Notes, "Exelon," "we," "us," "our" and the "Company" refer only to Exelon Corporation,
and not to any of its subsidiaries.
The following summary description sets forth certain terms and provisions of the Junior Subordinated Notes, and, to the extent inconsistent
therewith, replaces the descriptions set forth in the accompanying base prospectus under the caption "DESCRIPTION OF SECURITIES," to
which we refer you. Because this description is a summary, it does not describe every aspect of the Junior Subordinated Notes and should be read
together with the form of the Junior Subordinated Notes, the Subordinated Indenture (defined below under "--Ranking"), the First Supplemental
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Indenture (defined below under "--Ranking") establishing the terms of the Original Notes, and the Second Supplemental Indenture, which will
redesignate the Original Notes as the Junior Subordinated Notes. The Subordinated Indenture and the First Supplemental Indenture were included
as exhibits to our Form 8-K filed with the SEC on June 23, 2014 and our Annual Report, which is incorporated by reference herein. In this
summary, we refer to the Subordinated Indenture, as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture,
together, as the "Indenture."
The Indenture and its associated documents contain the full legal text of the matters described in this section. The Indenture has been
qualified under the Trust Indenture Act of 1939, as amended (the Trust Indenture Act), and you should refer to the Trust Indenture Act for
provisions that apply to the Junior Subordinated Notes.
General
The Junior Subordinated Notes will be our unsecured and subordinated obligations and will be subordinated to all of our Senior Indebtedness
(as defined under "--Subordination"). Additional information about our current outstanding indebtedness and the relative priorities of our
indebtedness is described below under "--Ranking."
The Junior Subordinated Notes will be initially represented by one or more fully registered global securities (the global securities) deposited
with the Trustee (as defined below under "--Ranking"), as custodian for DTC, as depository, and registered in the name of DTC or DTC's
nominee. A beneficial interest in a global security will be shown on, and transfers or exchanges thereof will be effected only through, records
maintained by DTC and its participants, as described below under "BOOK-ENTRY PROCEDURES AND SETTLEMENT." The authorized
denominations of the Junior Subordinated Notes will be $1,000 and any larger amount that is an integral multiple of $1,000. Except in certain
circumstances described below, the Junior Subordinated Notes that are issued as global securities will not be exchangeable for Junior Subordinated
Notes in definitive certificated form.
The Junior Subordinated Notes will be limited in aggregate principal amount to $1,150,000,000. The Junior Subordinated Notes will not be
subject to a sinking fund provision or repayable at the option of the holders. Pursuant to Section 701 of the Subordinated Indenture and Sections
2.07 and 8.01 of the First Supplemental Indenture, after the Purchase Contracts' settlement date, the Junior Subordinated Notes will be subject to
satisfaction and discharge.
The entire principal amount of the Junior Subordinated Notes will mature and become due and payable, together with any accrued and unpaid
interest thereon, on June 1, 2022. The Indenture will not contain any financial covenants or restrict us from paying dividends, making investments,
incurring indebtedness or repurchasing our securities. Except for the covenant described below under "--Consolidation, Merger or Sale," the
Indenture will not contain provisions that afford holders of the Junior Subordinated Notes protection in the event we are involved in a highly
leveraged transaction or other similar transaction that may adversely affect such holders. The Indenture will not limit our ability to issue or incur
other debt or issue preferred stock.
The Junior Subordinated Notes will be sold with accrued interest at an annual rate of 2.50% from, and including, March 1, 2017 to, but
excluding, April 3, 2017.

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We will not pay any additional amounts to holders of the Junior Subordinated Notes that are not U.S. persons in respect of any tax,
assessment or governmental charge.
Ranking
The Original Notes were issued by us under our Indenture (for Unsecured Subordinated Debt Securities), dated as of June 17, 2014 (the
"Subordinated Indenture"), between us and The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), as supplemented by the First
Supplemental Indenture, dated as of June 17, 2014 (the "First Supplemental Indenture"). The Original Notes will be redesignated as the 3.497%
Junior Subordinated Notes due 2022. We may issue, under the Subordinated Indenture, additional debt securities that rank on parity with the
Junior Subordinated Notes. See "--Subordination."
The Junior Subordinated Notes will be unsecured and will rank junior in payment to all of our existing and future Senior Indebtedness, as
described under "--Subordination." The Junior Subordinated Notes will also be effectively subordinated to all liabilities of our subsidiaries. A
significant portion of our existing indebtedness is Senior Indebtedness. See "--Subordination."
Because we are a holding company and conduct all of our operations through our subsidiaries, our ability to meet our obligations under the
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