August 3, 2022
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Pennsylvania | |||||||
(State or other jurisdiction of incorporation or organization) | | | 4931 (Primary Standard Industrial Classification Code Number) | | | 23-2990190 (I.R.S. Employer Identification No.) | |
Jonathan W. Thayer
(312) 394-7398
60603
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Carter C. Culver, Esquire Senior Vice President and Deputy General Counsel Exelon Corporation 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois
800-483-3220 | |
| Patrick R. Gillard, Esquire Ballard Spahr LLP
1735 Market Street, 51st Floor Philadelphia, Pennsylvania 19103 215-665-8500 | |
☐ ☐public:public: As soon as practicable after this Registration Statement becomes effective.¨¨¨☐ Large accelerated filer ☒ x Accelerated filer ☐ ¨ Non-accelerated filer ¨ ☐ (do not check if a smaller reporting company) Smaller reporting company ☐ ¨ Emerging growth company ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Unit | Proposed Maximum | Amount of Registration Fee | ||||
3.950% Notes due 2025 | $807,082,000 | 100% | $807,082,000 | $81,273.16 | ||||
4.950% Notes due 2035 | $333,485,000 | 100% | $333,485,000 | $33,581.94 | ||||
5.100% Notes due 2045 | $741,001,000 | 100% | $741,001,000 | $74,618.80 | ||||
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2027
US30161NAZ42)
30161NBB64)
2032
US30161NBC48)
30161NBE0)
2052
US30161NBF78)
30161BH35)
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Exelon.
This prospectus also includes information about our subsidiaries Exelon Generation Company, LLC (“Generation”), Commonwealth Edison Company (“ComEd”), PECO Energy Company (“PECO”), and Baltimore Gas and Electric Company (“BGE”) and their securities. Exelon, Generation, ComEd, PECO and BGE file combined reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information contained in the combined reports relating to each registrant is filed separately by such registrant on its own behalf and only the information related to Exelon is incorporated by reference in this prospectus. Exelon does not
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make any representations as to information relating to any other registrant or securities issued by any other registrant and you should not rely on any information relating to any registrant other than Exelon in determining whether to participate in the exchange offers and invest in the exchange notes offered hereby.
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Generation’s integrated800-483-3220.
Baltimore.
BGE’s
Proposed Merger with Pepco Holdings, Inc. (“PHI”)
On April 29, 2014, Exelon and PHI signed an agreement and plan of merger (as subsequently amended and restated as of July 18, 2014) to combine the two companies in an all cash transaction (the “Merger”). The resulting company will retain the Exelon name and be headquartered in Chicago, and PHI will become an indirect, wholly-owned subsidiary of Exelon. The Merger is currently expected to be completed in the first quarter of 2016.
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For the Year Ended December 31, | For the Nine Months Ended September 30, | |||||||||||||||||||
2014(a) | 2013 | 2012(b) | 2015 | 2014 | ||||||||||||||||
($ in millions) | ||||||||||||||||||||
Statement of Operations Data | ||||||||||||||||||||
Operating revenues | $ | 27,429 | $ | 24,888 | $ | 23,489 | $ | 22,746 | $ | 20,173 | ||||||||||
Operating income | 3,096 | 3,669 | 2,373 | 3,701 | 2,747 | |||||||||||||||
Net income | 1,820 | 1,729 | 1,171 | 1,959 | 1,725 | |||||||||||||||
Cash Flow Data | ||||||||||||||||||||
Net cash flows provided by operating activities | 4,457 | 6,343 | 6,131 | 5,674 | 3,643 | |||||||||||||||
Net cash flows used in investing activities | (4,599 | ) | (5,394 | ) | (4,576 | ) | (5,689 | ) | (3,376 | ) | ||||||||||
Net cash flows provided by (used in) financing activities. | 411 | (826 | ) | (1,085 | ) | 5,402 | 887 |
As of December 31, | As of September 30, | |||||||||||||||||||
2014 | 2013 | 2012 | 2015 | 2014 | ||||||||||||||||
($ in millions) | ||||||||||||||||||||
Balance Sheet Data | ||||||||||||||||||||
Property, plant and equipment, net | $ | 52,087 | $ | 47,330 | $ | 45,186 | $ | 55,814 | $ | 51,630 | ||||||||||
Noncurrent regulatory assets | 6,076 | 5,910 | 6,497 | 6,000 | 5,589 | |||||||||||||||
Goodwill | 2,672 | 2,625 | 2,625 | 2,672 | 2,672 | |||||||||||||||
Other deferred debits and other assets | 13,882 | 13,922 | 14,113 | 13,775 | 13,536 | |||||||||||||||
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Total assets | $ | 86,814 | $ | 79,924 | $ | 78,561 | $ | 95,128 | $ | 85,264 | ||||||||||
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Long-term debt, including long-term debt to financing trusts | 20,010 | 18,271 | 18,346 | 25,189 | 19,848 | |||||||||||||||
Noncurrent regulatory liabilities | 4,550 | 4,388 | 3,981 | 4,180 | 4,593 | |||||||||||||||
Other deferred credits and other liabilities | 29,359 | 26,597 | 26,626 | 30,623 | 27,342 | |||||||||||||||
Shareholders’ equity | 22,608 | 22,732 | 21,431 | 25,770 | 23,595 | |||||||||||||||
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Total liabilities and shareholders’ equity | $ | 86,814 | $ | 79,924 | $ | 78,561 | $ | 95,128 | $ | 85,264 | ||||||||||
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| | | For the Year Ended December 31, | | | For the Six Months Ended June 30, | | ||||||||||||||||||
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Statement of Operations Data | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Operating revenues | | | | $ | 17,938 | | | | | $ | 16,663 | | | | | $ | 16,725 | | | | | $ | 9,566 | | |
Operating income | | | | | 2,682 | | | | | | 2,191 | | | | | | 2,656 | | | | | | 1,593 | | |
Net income from continuing operations | | | | | 1,616 | | | | | | 1,099 | | | | | | 1,486 | | | | | | 946 | | |
Cash Flow Data | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows provided by operating activities | | | | | 3,012 | | | | | | 4,235 | | | | | | 6,659 | | | | | | 3,240 | | |
Net cash flows used in investing activities | | | | | (3,317) | | | | | | (4,336) | | | | | | (7,260) | | | | | | (3,346) | | |
Net cash flows provided by (used in) financing activities. | | | | | 758 | | | | | | 145 | | | | | | (58) | | | | | | 323 | | |
| | | As of December 31, | | | As of June 30, | | ||||||||||||
| | | 2021 | | | 2020 | | | 2022 | | |||||||||
| | | ($ in millions) | | |||||||||||||||
Balance Sheet Data | | | | | | | | | | | | | | | | | | | |
Current assets of discontinued operations | | | | $ | 7,835 | | | | | $ | 6,841 | | | | | $ | — | | |
Total Current assets | | | | | 13,957 | | | | | | 12,562 | | | | | | 7,342 | | |
Property, plant and equipment (net of accumulated depreciation) | | | | | 64,558 | | | | | | 60,332 | | | | | | 66,456 | | |
Noncurrent regulatory assets | | | | | 8,224 | | | | | | 8,759 | | | | | | 8,350 | | |
Goodwill | | | | | 6,630 | | | | | | 6,630 | | | | | | 6,630 | | |
Investments | | | | | 250 | | | | | | 238 | | | | | | 235 | | |
Receivable related to Regulatory Agreement Units | | | | | — | | | | | | — | | | | | | 2,265 | | |
Other | | | | | 885 | | | | | | 1,143 | | | | | | 1,017 | | |
Property, plant and equipment, deferred debits and other assets of discontinued operations | | | | | 38,509 | | | | | | 39,653 | | | | | | — | | |
Total assets | | | | $ | 133,013 | | | | | $ | 129,317 | | | | | $ | 92,295 | | |
Current liabilities of discontinued operations | | | | | 7,940 | | | | | | 4,923 | | | | | | — | | |
Total current liabilities | | | | | 16,111 | | | | | | 12,771 | | | | | | 8,031 | | |
Long-term debt, including long-term debt to financing trusts | | | | | 31,139 | | | | | | 29,917 | | | | | | 36,179 | | |
Noncurrent regulatory liabilities | | | | | 9,628 | | | | | | 9,485 | | | | | | 8,513 | | |
Long-term debt, deferred credits and other liabilities of discontinued operations | | | | | 25,676 | | | | | | 26,345 | | | | | | — | | |
Total deferred credits and other liabilities | | | | | 50,968 | | | | | | 51,761 | | | | | | 24,429 | | |
Total equity | | | | | 34,795 | | | | | | 34,868 | | | | | | 23,656 | | |
Total liabilities and shareholders equity | | | | $ | 133,013 | | | | | $ | 129,317 | | | | | $ | 92,295 | | |
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See “The Exchange Offers — Procedures for Tendering.” |
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| Issuer Exelon Corporation. Securities Offered $650,000,000 aggregate |
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Upon the occurrence of a Special Mandatory Redemption Trigger, we will be required to redeem the exchange 2025 notes, the exchange 2035 notes and the exchange 2045 notes. In addition, the exchange 2025 notes, the exchange 2035 notes and the exchange 2045 notes may also be redeemed at our option, if, in our judgment, our acquisition of PHI will not be consummated on or prior to August 31, 2016. If we redeem the exchange notes, you may not obtain your expected return on the exchange notes.
The exchange offers are not conditioned on, and will not be consummated before, the closing of the Merger, which is currently expected to occur in the first quarter of 2016. We may not be able to consummate the transactions contemplated by the merger agreement within the timeframe specified under “Description of the Exchange Notes—Special Mandatory Redemption” or at all. Many of the conditions to closing in the merger agreement are beyond our control, and we may not be able to complete the transactions contemplated by the merger agreement on or prior to the Special Mandatory Redemption Trigger. Our obligation to consummate the closing under the merger agreement is subject to certain conditions, including, among others, receipt of certain governmental approvals.
Upon the occurrence of a Special Mandatory Redemption Trigger, we will be required to redeem the exchange 2025 notes, the exchange 2035 notes and the exchange 2045 notes at a redemption price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest from and including the most recent date on which interest has been paid on the original notes or the exchange notes, as applicable, to, but not including, the special mandatory redemption date. The exchange 2025 notes, the exchange 2035 notes and the exchange 2045 notes may also be redeemed at our option, in whole, at a redemption price equal to 101% of the aggregate principal amount of such series of exchange notes, plus accrued and unpaid interest from and including the most recent date on which interest has been paid on the original notes or the exchange notes, as applicable, to but not including the date of the redemption, if, in our judgment, our acquisition of PHI will not be consummated on or prior to August 31, 2016. If your exchange notes are redeemed, you may not obtain your expected return on the exchange notes and may not be able to reinvest the proceeds from redemption in an investment that results in a comparable return. In addition, as a result of such redemption provisions of the exchange notes, the trading prices of such series of exchange notes may not reflect the financial results of our business or macroeconomic factors.
We may not be able to repurchase the exchange notes upon a Special Mandatory Redemption.
We may not be able to satisfy our obligation to redeem the exchange notes following a Special Mandatory Redemption Trigger because we may not have sufficient financial resources to pay the aggregate redemption price on the exchange notes. Our failure to redeem or repurchase the exchange notes as required under the Indenture governing the exchange notes would result in a default under the Indenture, which could result in defaults under our other debt agreements and have material adverse consequences for us and the holders of the exchange notes. In addition, our ability to redeem or repurchase the exchange notes for cash may be limited by law or the terms of other agreements relating to our indebtedness outstanding at the time.
The following are Exelon’s consolidated ratios of earnings to fixed charges for each of the periods indicated:
Years Ended December 31, | Nine Months Ended September 30, 2015 | |||||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||||||
Ratio of earnings to fixed charges | 2.7x | 2.6x | 2.4x | 4.9x | 4.9x | 4.4x |
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.
As of September 30, 2015 | ||||||||
(in millions) | Actual | As Adjusted(a) | ||||||
Short-term borrowings | $ | 675 | $ | 675 | ||||
Long-term debt: | ||||||||
Long-term debt, including long-term debt to financing trusts(b) | 24,205 | 24,205 | ||||||
Original 2025 notes | 807 | — | ||||||
Original 2035 notes | 333 | — | ||||||
Original 2045 notes | 741 | — | ||||||
Exchange 2025 notes offered hereby | — | 807 | ||||||
Exchange 2035 notes offered hereby | — | 333 | ||||||
Exchange 2045 notes offered hereby | — | 741 | ||||||
Shareholders’ equity | 25,770 | 25,770 | ||||||
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Total capitalization and short-term borrowings | $ | 52,531 | $ | 52,531 | ||||
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| | | As of June 30, 2022 | | |||||||||
(in millions) | | | Actual | | | As Adjusted(a) | | ||||||
Long-term debt: | | | | | | | | | | | | | |
Long-term debt, including long-term debt to financing trusts(b) | | | | $ | 36,684 | | | | | $ | 36,684 | | |
Original 2027 notes | | | | | 650 | | | | | | — | | |
Original 2032 notes | | | | | 650 | | | | | | — | | |
Original 2052 notes | | | | | 700 | | | | | | — | | |
Exchange 2027 notes offered hereby | | | | | — | | | | | | 650 | | |
Exchange 2032 notes offered hereby | | | | | — | | | | | | 650 | | |
Exchange 2052 notes offered hereby | | | | | — | | | | | | 700 | | |
Total equity | | | | | 23,656 | | | | | | 23,656 | | |
Total capitalization | | | | $ | 60,340 | | | | | $ | 60,340 | | |
acceptance for exchange of any original notes of the relevant series by giving written notice of the extension to the holders of original notes of such series as described below. During any extension period, all original notes of such series previously tendered will remain subject to the exchange offers and may be accepted for exchange by us. Any original notes not accepted for exchange will be returned to the tendering holder promptly after the expiration or termination of the exchange offers.
bound by the letter of transmittal and that we may enforce the letter of transmittal against this participant. Delivery of exchange notes issued in the exchange offers may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile of it or an agent’s message, with any required signature guarantees and any other required documents, must be transmitted to and received by the exchange agent at the address listed below under “—Exchange Agent” at or prior to 5:00 p.m., New York City time, on the applicable expiration date.
withdrawn are validly re-tendered. Any original notes that have been tendered for exchange, but which are not exchanged for any reason, will be returned to the tendering holder without cost to the holder promptly after the expiration of the relevant exchange offer. In the case of original notes tendered by book-entry transfer, the original notes will be credited to an account maintained with the book-entry transfer facility for the original notes promptly after the expiration of the relevant exchange offer. Properly withdrawn original notes may be re-tendered by following the procedures described under “ —“— Procedures for Tendering” above at any time on or before 5:00 p.m., New York City time, on the applicable expiration date.
111 Sanders Creek Parkway
East Syracuse, NY 13057
Tel: 315-414-3317
Fax: 732-667-9408
Securities Act, subject to certain representations required to be made by each holder of exchange notes, as set forth below. However, any holder of original notes that is one of our “affiliates” (as(as defined in Rule 405 under the Securities Act) or that intends to participate in the exchange offers for the purpose of distributing the exchange notes, or any broker-dealer that purchased any of the original notes from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act:
the Shelf Registration Statement to be declared effective under the Securities Act not later than 225285 days after the issuance of the original notes (unless the Shelf Registration Statement is reviewed by the SEC, in which case, not later than 285345 days after the issuance of the original notes); and (z) use our reasonable commercial efforts to keep effective the Shelf Registration Statement until the earlier of one year after the issuance of the original notes (plus the number of days in any suspension period described below) and the date all of the original notes covered by the Shelf Registration Statement have been sold. We have the ability to suspend the availability of the Shelf Registration Statement for up to 45 consecutive days, but no more than an aggregate of 90 days during any consecutive 12-month period if we determine in our reasonable judgment, upon advice of counsel, that there is a valid purpose for such suspension under the registration rights agreement.
2052.
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
2022.
Special Mandatory
Upon the first to occur of either (i) June 30, 2016, if the Merger is not consummated on or
Within five Business Days after the occurrence of the Special Mandatory Redemption Trigger, we will give notice of the Special Mandatory Redemption to each holder of the exchange notes and to the Trustee, stating, among other matters prescribed in the Indenture, that a Special Mandatory Redemption Trigger has occurred and that all of such series of exchange notes will be redeemed on the redemption date set forth in such notice (which will be no earlier than three Business Days and no later than 30 days from the date such notice is given).
Upon the occurrence of the closing of the Merger, the foregoing provisions regarding the Special Mandatory Redemption will cease to apply.
Certain provisions of the Indenture relating to our obligation to redeem exchange notes in a Special Mandatory Redemption may not be waived or modified without the written consent of each holder of the exchange notes.
Optional Redemption
General
The Indenture will allow us to redeem the exchange notes at our option, in whole at any time prior to August 31, 2016, at a redemption price equal to 101% of the aggregate principal amount of such series of exchange notes, plus accrued and unpaid interest from and including the most recent date on which interest has been paid on the original notes or the exchange notes, as applicable, to but not including the date of redemption, if, in our judgment, our acquisition of PHI will not be consummated on or prior to August 31, 2016. We refer to such a redemption as a “Special Optional Redemption.” If we exercise our Special Optional Redemption right, we will provide notice to each holder of the exchange notes and to the Trustee, stating, among other matters prescribed in the Indenture, the exercise of our Special Optional Redemption right and that all of such series of exchange notes will be redeemed on the redemption date set forth in such notice (which will be no earlier than three Business Days and no later than 30 days from the date such notice is given). Upon the occurrence of the closing of the Merger, the foregoing provisions regarding the Special Optional Redemption will cease to apply.
At our option, any or all of the exchange notes may be redeemed, in whole or in part, at any time priorand from time to maturity.
If we elect to redeem the exchange 2025 notes at any time, prior to March 15, 2025 (three months prior to the maturity date of the exchange 2025 notes), the exchange 2035 notes at any time prior to December 15, 2034 (six months prior to the maturity date of the exchange 2035 notes) or the exchange 2045 notes at any time prior to December 15, 2044 (six months prior to the maturity date of the exchange 2045 notes), we may redeem some or all of the exchange 2025 notes, the exchange 2035 notes and the exchange 2045 notes, respectively, in each case upon at least 15 days’ and not more than 60 days’ notice at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
Ifapplicable Par Call Date, we elect tomay redeem the exchange 2025 notes, in whole or in part, at any time on or after March 15, 2025 (three months priorand from time to the maturity date of exchange 2025 notes), the exchange 2035 notes at any time, on or after December 15, 2034 (six months prior to the maturity date of the exchange 2035 notes) or the exchange 2045 notes at any time on or December 15, 2044 (six months prior to the maturity date of the exchange 2045 notes), we may redeem some or all of the exchange 2025 notes, the exchange 2035 notes and the exchange 2045 notes, respectively, in each case upon at least 15 days’ and not more than 60 days’ notice at a redemption price equal to 100% of the principal amount of the exchange notes then outstanding to bebeing redeemed plus accrued and unpaid interest on the principal amount being redeemedthereon to but excluding the redemption date.
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 exchange notes being redeemed 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 exchange 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., Goldman, Sachs & Co. or their respective affiliates 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.
of the notes, including the selection of notes in the case of a partial redemption, shall be done in accordance with the policies and procedures of the depositary.
Other than the duty to act with the required standard of care during an event of default, the
with respect to the exchange notes of a series and such related clause under “—Events of Default” will no longer be applied (“covenant defeasance”). Legal defeasance or covenant defeasance, as the case may be, will be conditioned upon, among other things, the irrevocable deposit by us with the Trustee, in trust, of an amount in U.S. dollars, or U.S. government obligations, or both, applicable to the debt securities of that series which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal or premium, if any, and interest on the exchange notes on the scheduled due dates therefor.
tradepost-trade settlement among direct participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly (indirect participants). The rules applicable to DTC and its direct and indirect participants are on file with the SEC. More information about DTC can be found at www.dtcc.com. We do not intend this internet address to be an active link or to otherwise incorporate the content of the website into this prospectus.
exchange notes is in turn to be recorded on the direct and indirect participants’ records. Beneficial owners of the exchange notes will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the exchange notes are to be accomplished by entries made on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the exchange notes, except in the event that use of the book-entry system for the exchange notes is discontinued.
Special rules may apply Non-U.S. Holders that are subject to special treatment under the Code, including controlled foreign corporations, passive foreign investment companies, certain U.S. expatriates, and
The Hiring Incentives
“FATCA”) generally impose a30% U.S. federal withholding tax of 30% on interest (including original issue discount, if any) income paid on a debt obligation andpayments on the gross proceeds of a salenotes if the holder is not FATCA compliant, or other disposition (including a retirement or redemption) of a debt obligation paid to (1)holds its notes through a foreign financial institution (as the beneficial owner or as an intermediary for the beneficial owner), unless such institution (a) enters into, and is in compliance with, a withholding and information reporting agreement with the U.S. government to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which would include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or (b) is a resident in a country that has entered into an intergovernmental agreement with the United States in relation to such withholding and information reporting and the financial institution complies with the related information reporting requirements of such country or (2) a foreign entity that is not FATCA compliant. In order to be treated as FATCA compliant, a financial institution (as the beneficial ownerHolder must provide certain documentation (usually an IRS Form W-8BEN or as an intermediary for the beneficial owner), unless such entity provides the withholding agent with a certification identifying the substantial United States owners of the entity, which generally includes any U.S. person who directly or indirectly owns more than 10% of the entity, or certifies that it does not have any substantialW-8BEN-E) containing information about its identity, its FATCA status, and if required, its direct and indirect U.S. owners.
Withholding under FATCA generally will apply to payments These requirements may be modified by the adoption or implementation of interest (including original issue discount, if any, and any amounts attributable to accrued but unpaid interest on the original notes) on an exchange note regardless of when the payments are made. However, under the applicable Treasury Regulations, withholding under FATCA generally will only apply to payments of gross proceeds from the sale or other disposition of an exchange note on or after January 1, 2019. An intergovernmental agreement between the United States and the applicable non-U.S.another country or by future U.S. Treasury regulationsRegulations. If any taxes are required to be deducted or withheld from any payments in respect of the exchange notes as a result of a beneficial owner or intermediary’s failure to comply with the foregoing rules, no additional amounts will be paid on the exchange notes as a result of the deduction or withholding of such tax.
Kirkland & Ellis
2027
US30161NAZ42)
be issued in a transaction registered under the Securities Act
of 1933, as amended (the “Securities Act”)
30161NBB64)
2032
US30161NBC48)
be issued in a transaction registered under the Securities Act
30161NBE0)
2052
US30161NBF78)
be issued in a transaction registered under the Securities Act
30161BH35)
2022
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EXELON CORPORATION | ||
| Signature | | | Title | | | Date | |
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/s/ Christopher M. Crane | ||||||||
Christopher M. Crane | | | President and Chief Executive Officer and Director (Principal Executive Officer) | | | August 3, 2022 | | |
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/s/ Joseph R. Trpik | | | ||||||
Senior Vice President and Corporate Controller
| | | August 3, 2022 | | ||||
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/s/ John F. Young | | |||||||
| Director and Chairman | | | August 3, 2022 | | |||
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/s/ Anthony K. Anderson | ||||||||
Anthony K. Anderson | | | Director | |
II-4
| August 3, 2022 | | |||||
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/s/ Ann C. Berzin | |||||||
Ann C. Berzin | | | Director | | | August 3, 2022 | |
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/s/ W. Paul Bowers | | ||||||
| Director | | | August 3, 2022 | | ||
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/s/ Marjorie Rodgers Cheshire | | ||||||
| Director | | | August 3, 2022 | |
| Signature | | | Title | | | Date | |
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/s/ Carlos Gutierrez | | |||||||
| Director | | | August 3, 2022 | | |||
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/s/ Linda Jojo | ||||||||
Linda Jojo | | | Director | | | August 3, 2022 | | |
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/s/ Paul L. Joskow | ||||||||
Paul L. Joskow | | | Director | | ||||
| August 3, 2022 | |||||||
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