Exelon Corp S-4, filed Aug 3, 2022

Exelon Corp (EXC)

S-4 2022-08-03

View Original

Added on October 18, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐ (do not check if a smaller reporting company)			Smaller reporting company ☐
				Emerging growth company ☐

	Forward Looking Statements					ii
	Where You Can Find More Information					ii
	Incorporation of Certain Information by Reference					ii
	Summary					1
	Risk Factors					10
	Use of Proceeds					12
	Capitalization					13
	The Exchange Offers					14
	Description of the Exchange Notes					23
	Material United States Federal Income Tax Considerations					32
	Plan of Distribution					38
	Validity of the Exchange Notes					40
	Experts					40

	For the Year Ended December 31,									For the Six Months Ended June 30,
	2021			2020			2019			2022
	($ in millions)
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

	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

Signature	Title	Date
/s/ Christopher M. Crane Christopher M. Crane	President and Chief Executive Officer and Director (Principal Executive Officer)	August 3, 2022
/s/ Joseph R. Trpik Joseph R. Trpik	Senior Vice President and Corporate Controller (Principal Accounting Officer)	August 3, 2022
/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 C. Berzin Ann C. 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

Exhibit No.		Description
	3.1	Amended and Restated Articles of Incorporation of Exelon Corporation, as amended July 24, 2018 (incorporated herein by reference to Exhibit 3.1 to Exelon Corporation’s Current Report on Form 8-K, filed on July 27, 2018)
	3.2	Exelon Corporation Amended and Restated Bylaws, as amended on August 3, 2022 (incorporated herein by reference to Exhibit 3.1 to Exelon Corporation’s Form 10-Q for the quarter ended June 30, 2022, filed on August 3, 2022)
	4.1	Indenture, dated as of June 11, 2015, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to Exelon Corporation’s Current Report on Form 8-K, filed on June 11, 2015)
	4.2	Fifth Supplemental Indenture, dated as of March 7, 2022, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Exelon Corporation’s Current Report on Form 8-K, filed on March 7, 2022)
	4.3	Registration Rights Agreement, dated as of March 7, 2022, among Exelon Corporation, Barclays Capital Inc., BoA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (incorporated herein by reference to Exhibit 1.1 to Exelon Corporation’s Current Report on Form 8-K, filed on March 7, 2022)
	5.1*	Opinion of Ballard Spahr LLP
	23.1*	Consent of Ballard Spahr LLP (included in Exhibit 5.1)
	23.2*	Consent of PricewaterhouseCoopers LLP
	24.1	Powers of Attorney (included on signature pages hereof)
	25.1*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. for the Indenture dated as of June 11, 2015
	99.1*	Form of Letter of Transmittal
	99.2*	Form of Notice of Guaranteed Delivery
	99.3*	Form of Letter to DTC Participants
	99.4*	Form of Letter to Clients
	107+*	Filing Fee Table

/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
August 3, 2022

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

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:
(includes mortgage indebtedness and obligations under capitalized leases)		0
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		274,081
Total liabilities		274,982
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		324,968
Not available
Retained earnings		850,063
Accumulated other comprehensive income		163
Other equity capital components		0
Not available
Total bank equity capital		1,176,194
Noncontrolling (minority) interests in consolidated subsidiaries		0
Total equity capital		1,176,194
Total liabilities and equity capital		1,451,176

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

	Name of Tendering Institution:
	Account Number:			Transaction Code Number:

	Certificate No(s). for Original Notes (if available):			Principal Amount of Original Notes Represented by Certificates:
	Principal Amount of Original Notes Tendered:			Signature(s):
	Dated:			If your original notes will be delivered by book-entry transfer at The Depository Trust Company, Depository Account No.:

	This Notice of Guaranteed Delivery must be signed by the registered holder(s) of original notes exactly as its (their) name(s) appears on certificates of original notes or on a security position listing as the owner of original notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

	Name of Firm			Authorized Signature
	Address			Title
				Name:
	Zip Code			(Please Type or Print)
	Area Code and Telephone No.:			Dated:

	Name of beneficial owner(s):
	Signature(s):
	Name(s) (please print):
	Address:
	Telephone Number:
	Taxpayer Identification or Social Security Number:
	Date: