Exelon Corp S-3ASR, filed Aug 3, 2022

Exelon Corp (EXC)

S-3ASR 2022-08-03

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	Commonwealth Edison Company			PECO Energy Company
	(Exact name of registrant as specified in its Charter)			(Exact name of registrant as specified in its charter)
	Illinois			Pennsylvania
	(State or other jurisdiction of incorporation or organization)			(State or other jurisdiction of incorporation or organization)
	36-0938600			23-0970240
	(I.R.S. Employer Identification No.)			(I.R.S. Employer Identification No.)
	10 South Dearborn Street Chicago, Illinois 60603-2300 312-394-4321			P.O. Box 8699 2301 Market Street Philadelphia, PA 19101 215-841-4000
	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)			(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
	Baltimore Gas and Electric Company			Potomac Electric Power Company
	(Exact name of registrant as specified in its charter)			(Exact name of registrant as specified in its charter)
	Maryland			District of Columbia and Virginia
	(State or other jurisdiction of incorporation or organization)			(State or other jurisdiction of incorporation or organization)
	52-0280210			53-0127880
	(I.R.S. Employer Identification No.)			(I.R.S. Employer Identification No.)
	2 Center Plaza, 110 West Fayette Street, Baltimore, Maryland 21201 410-234-5000			701 Ninth Street, N.W. Washington, District of Columbia 20068 202-872-2000
	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)			(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
	Delmarva Power & Light Company			Atlantic City Electric Company
	(Exact name of registrant as specified in its charter)			(Exact name of registrant as specified in its Charter)
	Delaware and Virginia			New Jersey
	(State or other jurisdiction of incorporation or organization)			(State or other jurisdiction of incorporation or organization)
	51-0084283			21-0398280
	(I.R.S. Employer Identification No.)			(I.R.S. Employer Identification No.)

	500 North Wakefield Drive Newark, Delaware 19702 202-872-2000			500 North Wakefield Drive Newark, Delaware 19702 202-872-2000
	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)			(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

	Page
ABOUT THIS PROSPECTUS		1
FORWARD-LOOKING STATEMENTS		1
RISK FACTORS		2
EXELON CORPORATION		2
COMMONWEALTH EDISON COMPANY		2
PECO ENERGY COMPANY		2
BALTIMORE GAS AND ELECTRIC COMPANY		3
POTOMAC ELECTRIC POWER COMPANY		3
DELMARVA POWER & LIGHT COMPANY		3
ATLANTIC CITY ELECTRIC COMPANY		3
USE OF PROCEEDS		3
DESCRIPTION OF SECURITIES		3
PLAN OF DISTRIBUTION		3
LEGAL MATTERS		5
EXPERTS		5
WHERE YOU CAN FIND MORE INFORMATION		6
DOCUMENTS INCORPORATED BY REFERENCE		6

SEC registration fee	$	*
Listing fees and expenses	$	**
Accounting fees and expenses	$	**
Printing and engraving expenses	$	**
Legal fees and expenses	$	**
Trustee fees	$	**
Miscellaneous	$	**
Total	$	**

	By:			/s/ Christopher M. Crane Christopher M. Crane President, Chief Executive Officer and Director (Principal Executive Officer)
	By:			/s/ Joseph Nigro Joseph Nigro Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
	By:			/s/ Joseph R. Trpik Joseph R. Trpik Senior Vice President and Corporate Controller (Principal Accounting Officer)

Signature	Title	Date
/s/ John F. Young John F. Young	Director and Chairman	August 3, 2022
/s/ Anthony K. Anderson Anthony K. Anderson	Director	August 3, 2022
/s/ Ann Berzin Ann Berzin	Director	August 3, 2022
/s/ W. Paul Bowers W. Paul Bowers	Director	August 3, 2022
/s/ Marjorie Rodgers Cheshire Marjorie Rodgers Cheshire	Director	August 3, 2022
/s/ Carlos Gutierrez Carlos Gutierrez	Director	August 3, 2022
/s/ Linda P. Jojo Linda P. Jojo	Director	August 3, 2022
/s/ Paul L. Joskow Paul L. Joskow	Director	August 3, 2022

	By:			/s/ Gil C. Quiniones Gil C. Quiniones Chief Executive Officer (Principal Executive Officer)
	By:			/s/ Elisabeth J. Graham Elisabeth J. Graham Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
	By:			/s/ Steven J. Cichocki Steven J. Cichocki Director, Accounting (Principal Accounting Officer)

	By:			/s/ Michael A. Innocenzo Michael A. Innocenzo President and Chief Executive Officer (Principal Executive Officer)
	By:			/s/ Robert J. Stefani Robert J. Stefani Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
	By:			/s/ Caroline Fulginiti Caroline Fulginiti Director, Accounting (Principal Accounting Officer)

	By:			/s/ Carim V. Khouzami Carim V. Khouzami Chief Executive Officer (Principal Executive Officer)
	By:			/s/ David M. Vahos David M. Vahos Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
	By:			/s/ Jason T. Jones Jason T. Jones Director, Accounting (Principal Accounting Officer)

	By:			/s/ J. Tyler Anthony J. Tyler Anthony President and Chief Executive Officer (Principal Executive Officer) and Director
	By:			/s/ Phillip S. Barnett Phillip S. Barnett Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) and Director
	By:			/s/ Julie E. Giese Julie E. Giese Director, Accounting (Principal Accounting Officer)

Exhibit No.			Description
1.1*			Form of Underwriting Agreement with respect to Securities.
3.1			Amended and Restated Articles of Incorporation of Exelon Corporation, as amended July 24, 2018 (File No. 001-16169, Form 8-K dated July 27, 2018, Exhibit 3.1).
3.2			Exelon Corporation Amended and Restated Bylaws, as amended on August 3, 2022 (File No. 001-16169, Form 10-Q dated August 3, 2022, Exhibit 3.1).
3.3			Charter of Baltimore Gas and Electric Company, restated as of August 16, 1996 (incorporated by reference to Exhibit 3 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, File No. 1-1910).
3.4			Articles of Amendment to the Charter of Baltimore Gas and Electric Company as of February 2, 2010. (incorporated by reference to Exhibit No. 3.1 to the Current Report on Form 8-K dated February 4, 2010, File No. 1-1910.)
3.5			Amended and Restated Bylaws of Baltimore Gas and Electric Company dated August 3, 2020 (File No. 001-01910, Form 10-Q dated August 4, 2020, Exhibit 3.4).
3.6			Restated Articles of Incorporation of Commonwealth Edison Company effective February 20, 1985, including Statements of Resolution Establishing Series, relating to the establishment of three new series of Commonwealth Edison Company preference stock known as the “$9.00 Cumulative Preference Stock,” the “$6.875 Cumulative Preference Stock” and the “$2.425 Cumulative Preference Stock” (incorporated by reference to Exhibit 3-2 to Commonwealth Edison Company’s 1994 Form 10-K, File No. 1-1839).
3.7			Commonwealth Edison Company Amended and Restated By-Laws, Effective February 22, 2021 (File 001-01839, Form 10-K dated February 24, 2021, Exhibit 3.6).
3.8			Amended and Restated Articles of Incorporation for PECO Energy Company (incorporated by reference to File No. 1-01401, 2000 Form 10-K, Exhibit 3-3).
3.9			PECO Energy Company Amended and Restated Bylaws dated August 3, 2020 (File 000-16844, Form 10-Q dated August 4, 2020, Exhibit 3.3).
3.10			Pepco Restated Articles of Incorporation and Articles of Restatement (incorporated by reference to File No. 001-01-01072, Form 10-Q, dated May 5, 2006, Exhibit 3.1).
3.11			Pepco Bylaws (incorporated by reference to Exhibit 3.2 to Pepco’s Form 10-Q, dated May 5, 2006).
3.12			DPL Articles of Restatement of Certificate and Articles of Incorporation (incorporated by reference to File No. 001-01405, Form 10-Q, dated March 1, 2007, Exhibit 3.3).
3.13			DPL Bylaws (incorporated by reference to Exhibit 3.2.1 to DPL’s Form 10-Q, dated May 9, 2005).
3.14			Atlantic City Electric Company Restated Certificate of Incorporation (filed in New Jersey on August 9, 2002) (incorporated by reference to File No. 001-03559, Amendment No. 1 to Form U5B dated February 13, 2003, Exhibit B.8.1)
3.15			Bylaws of Atlantic City Electric Company (incorporated by reference to File No. 001-03559, Form 10-Q dated May 9, 2005, Exhibit 3.2.2)
4.1			Indenture, dated as of June 11, 2015, between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to file no. 1-16169, Form 8-K dated June 11, 2015, Exhibit 4.1).
4.2			Indenture, dated as of September 1, 2019, between Baltimore Gas and Electric Company and U.S. Bank National Association, as trustee (File No. 001-01910, Form 8-K dated September 12, 2019, Exhibit 4.1).

Exhibit No.			Description
4.3			Mortgage of Commonwealth Edison Company to Illinois Merchants Trust Company, Trustee (BNY Mellon Trust Company of Illinois, as current successor Trustee), dated as of July 1, 1923, as supplemented and amended by Supplemental Indenture thereto dated August 1, 1994 (incorporated herein by reference to Exhibit 2-1 to Commonwealth Edison Company’s Form S-7, File No. 2-60201).(a)
4.4			Instrument of Resignation, Appointment and Acceptance dated as of February 20, 2002, under the provisions of the Commonwealth Edison Company Mortgage dated July 1, 1923, and Indentures Supplemental thereto, regarding corporate trustee (incorporated by reference to Exhibit 4-4-2 to Commonwealth Edison Company’s 2001 Form 10-K, File No. 1-1839).
4.5			Instrument dated as of January 31, 1996, under the provisions of the Commonwealth Edison Company Mortgage dated July 1, 1923 and Indentures Supplemental thereto, regarding individual trustee (incorporated herein by reference to Exhibit 4-29 to Commonwealth Edison Company’s 1995 Form 10-K, File No. 1-1839).
4.6			First and Refunding Mortgage, dated as of May 1, 1923, between The Counties Gas and Electric Company (predecessor to PECO Energy Company) and Fidelity Trust Company, as Trustee (U.S. National Association, as current successor trustee), (Registration No. 2-2281, Exhibit B-1).(a)
4.7			Mortgage and Deed of Trust, dated as of July 1, 1936, between Potomac Electric Power Company and The Bank of New York Mellon, as successor trustee, and Supplemental Indenture dated as of July 1, 1936 (filed as Exhibit B-4 to First Amendment dated June 19, 1936 to Pepco’s Registration Statement (File No. 2-2232) and incorporated by reference herein)(a)
4.8			Mortgage and Deed of Trust of Delmarva Power & Light Company to The Bank of New York Mellon (ultimate successor to the New York Trust Company), as trustee, dated as of October 1, 1943 and copies of the First through Sixty-Eighth Supplemental Indentures thereto (incorporated herein by reference to Exhibit 4-A to Delmarva Power & Light Company’s Registration Statement No. 33-1763, dated November 27, 1985)(a)
4.9			Mortgage and Deed of Trust, dated January 15, 1937, between Atlantic City Electric Company and The Bank of New York Mellon (formerly Irving Trust Company), as trustee (incorporated by reference to File No. 2-66280, Registration Statement dated December 21, 1979, Exhibit 2(a))(a)
5.1			Opinion of Ballard Spahr LLP regarding the legality of the Securities.
23.1			Consent of PricewaterhouseCoopers LLP for Exelon.
23.2			Consent of PricewaterhouseCoopers LLP for ComEd.
23.3			Consent of PricewaterhouseCoopers LLP for PECO.
23.4			Consent of PricewaterhouseCoopers LLP for BGE.
23.5			Consent of PricewaterhouseCoopers LLP for Pepco.
23.6			Consent of PricewaterhouseCoopers LLP for DPL.
23.7			Consent of PricewaterhouseCoopers LLP for ACE.
23.8			Consent of Ballard Spahr LLP (included in Exhibit 5.1).
24.1			Powers of Attorney for Exelon (included on signature page).
24.2			Powers of Attorney for ComEd (included on signature page).
24.3			Powers of Attorney for PECO (included on signature page).
24.4			Powers of Attorney for BGE (included on signature page).
24.5			Powers of Attorney for Pepco (included on signature page).
24.6			Powers of Attorney for DPL (included on signature page).
24.7			Powers of Attorney for ACE (included on signature page).

Exhibit No.			Description
25.1			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture, dated as of June 11, 2015, between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee.
25.2			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee under the Indenture, dated as of September 1, 2019, between Baltimore Gas and Electric Company and U.S. Bank National Association, as trustee.
25.3			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee under the First and Refunding Mortgage, dated May 1, 1923, between The Counties Gas and Electric Company (predecessor to PECO Energy Company) and Fidelity Trust Company, as Trustee (U.S. National Association, as current successor trustee).
25.4			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of BNY Mellon Trust Company of Illinois, as trustee under the Mortgage of Commonwealth Edison Company to Illinois Merchants Trust Company, Trustee (BNY Mellon Trust Company of Illinois, as current successor Trustee), dated as of July 1, 1923.
25.5			Form T-2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of D.G. Donovan, as co-trustee under the Mortgage of Commonwealth Edison Company to Illinois Merchants Trust Company, Trustee (BNY Mellon Trust Company of Illinois, as current successor Trustee), dated as of July 1, 1923.
25.6			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon to act as Trustee under the Mortgage and Deed of Trust, dated as of July 1, 1936, between Potomac Electric Power Company and The Bank of New York Mellon, as successor trustee.
25.7			Form T-1 Statement of Eligibility of The Bank of New York Mellon under the Trust Indenture Act of 1939, as amended, to act as Trustee under the Mortgage and Deed of Trust of Delmarva Power & Light Company to The Bank of New York Mellon (ultimate successor to the New York Trust Company), as trustee, dated as of October 1, 1943.
25.8			Form T-1 Statement of Eligibility of The Bank of New York Mellon under the Trust Indenture Act of 1939, as amended, to act as Trustee under the Mortgage and Deed of Trust, dated January 15, 1937, between Atlantic City Electric Company and The Bank of New York Mellon (formerly Irving Trust Company), as trustee.
107+			Filing Fee Table.

	95-3571558
(Jurisdiction of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
333 South Hope Street
Suite 2525
Los Angeles, California	90071
(Address of principal executive offices)	(Zip code)

Pennsylvania	23-2990190
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois	60680-5379
(Address of principal executive offices)	(Zip code)


Name		Address

Comptroller of the Currency United States Department of the Treasury		Washington, DC 20219

Federal Reserve Bank		San Francisco, CA 94105

Federal Deposit Insurance Corporation		Washington, DC 20429

	(b)	Whether it is authorized to exercise corporate trust powers.

		Yes.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

	By:	/s/ Ann Dolezal
		Name: Ann Dolezal
		Title: Vice President

	Dollar amounts in thousands
ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		32,548
Interest-bearing balances		404,559
Securities:
Held-to-maturity securities		0
Available-for-sale debt securities		50,736
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, held for investment		0
LESS: Allowance for loan and lease losses		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		18,592
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets		856,313
Other assets		88,428

Total assets	$	1,451,176

LIABILITIES

Deposits:
In domestic offices		901
Noninterest-bearing		901
Interest-bearing		0

Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:

Antonio I. Portuondo, President	)
Michael P. Scott, Managing Director	)	Directors (Trustees)
Kevin P. Caffrey, Managing Director	)

2 Center Plaza, 110 West Fayette Street, Baltimore, Maryland 21201	21201
(Address of Principal Executive Offices)	(Zip Code)

/s/ Jeffrey T. Grubb
Jeffrey T. Grubb

/s/ Robert D. Sznewajs
Robert D. Sznewajs

/s/ Dwight V. Board
Dwight V. Board

/s/ P.K. Chatterjee
P.K. Chatterjee

/s/ Robert Lane
Robert Lane

		3/31/2022
Assets
Cash and Balances Due From Depository Institutions	$	612,028
Securities		4,678
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		2,935
Intangible Assets		583,387
Other Assets		70,964
Total Assets	$	1,273,992

Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		81,226
Total Liabilities	$	81,226

Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		20,931
Minority Interest in Subsidiaries		0
Total Equity Capital	$	1,192,766

Total Liabilities and Equity Capital	$	1,273,992

P.O. Box 8699 2301 Market Street Philadelphia, PA	190101
(Address of Principal Executive Offices)	(Zip Code)

		3/31/2022
Assets
Cash and Balances Due From Depository Institutions	$	612,028
Securities		4,678
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		2,935
Intangible Assets		583,387
Other Assets		70,964
Total Assets	$	1,273,992

Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		81,226
Total Liabilities	$	81,226

Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		20,931
Minority Interest in Subsidiaries		0
Total Equity Capital	$	1,192,766

Total Liabilities and Equity Capital	$	1,273,992

Illinois	36-3800435
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)

2 North LaSalle Street
Suite 700
Chicago, Illinois	60602
(Address of principal executive offices)	(Zip code)

Illinois	36-0938600
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

10 South Dearborn Street
Chicago, Illinois	60603-2300
(Address of principal executive offices)	(Zip code)

Name		Address


Illinois Department of Financial and		320 West Washington Street
Professional Regulation		5th Floor
Division of Banking		Springfield,Illinois
62786 Compliance Reporting Section

Federal Reserve Bank of Chicago		230 S. LaSalle Street
		Chicago, Illinois 60603

	1.	A copy of Articles of Incorporation of BNY Mellon Trust Company of Illinois (formerly known as BNY Midwest Trust Company, CTC Illinois Trust Company and Continental Trust Company) as now in effect. (Exhibit 1 to Form T-1 filed with the Registration Statement No. 333-47688 and Exhibit 1 to Form T-1 filed with the Registration Statement No. 333-158920).

	2,3.	A copy of the Certificate of Authority of the Trustee as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 2 to Form T-1 filed with the Registration Statement No. 333-47688 and Exhibit 2 to Form T-1 filed with the Registration Statement No. 333-158920).

		BNY MELLON TRUST COMPANY OF ILLINOIS

	By:	/s/ Ann Dolezal
		Name: Ann Dolezal
		Title: Vice President

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
240 Greenwich Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

District of Columbia and Virginia (State or other jurisdiction of incorporation or organization)	53-0127880 (I.R.S. employer identification no.)
701 Ninth Street, N.W. Washington, District of Columbia (Address of principal executive offices)	20068 (Zip code)


Name		Address

Superintendent of the Department of Financial Services of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		550 17^th Street, NW Washington, D.C. 20429

The Clearing House Association L.L.C.		100 Broad Street New York, N.Y. 10004

	(b)	Whether it is authorized to exercise corporate trust powers.

	Yes.

THE BANK OF NEW YORK MELLON

By:	/s/ Francine Kincaid
	Name:	Francine Kincaid
	Title:	Vice President

		THE BANK OF NEW YORK MELLON

	By:	/s/ Francine Kincaid
		Name: Francine Kincaid
		Title: Vice President

Thomas P. Gibbons
Frederick O. Terrell		Directors
Joseph J. Echevarria

New Jersey (State or other jurisdiction of incorporation or organization)	21-0398280 (I.R.S. employer identification no.)
500 North Wakefield Drive Newark, Delaware (Address of principal executive offices)	19702 (Zip code)