Filed pursuant to Rule 433
Registration No. 333-266487
Exelon Corporation
Pricing Term Sheet
$1,000,000,000 5.150% Notes Due 2028
$850,000,000 5.300% Notes Due 2033
$650,000,000 5.600% Notes Due 2053
| Issuer: | Exelon Corporation | Exelon Corporation | Exelon Corporation |
| Expected Ratings: | Baa2 (Moody’s) / BBB (S&P) / BBB (Fitch) | Baa2 (Moody’s) / BBB (S&P) / BBB (Fitch) | Baa2 (Moody’s) / BBB (S&P) / BBB (Fitch) |
| Principal Amount: | $1,000,000,000 | $850,000,000 | $650,000,000 |
| Security Type: | Notes | Notes | Notes |
| Trade Date: | February 16, 2023 | February 16, 2023 | February 16, 2023 |
| Settlement Date: | February 21, 2023 (T+2) | February 21, 2023 (T+2) | February 21, 2023 (T+2) |
| Coupon: | 5.150% | 5.300% | 5.600% |
| Maturity Date: | March 15, 2028 | March 15, 2033 | March 15, 2053 |
| Interest Payment Dates: | Semi-annually on March 15 and September 15, commencing September 15, 2023 | Semi-annually on March 15 and September 15, commencing September 15, 2023 | Semi-annually on March 15 and September 15, commencing September 15, 2023 |
| Benchmark Treasury: | 3.500% due January 31, 2028 | 3.500% due February 15, 2033 | 4.000% due November 15, 2052 |
| Benchmark Treasury Price and Yield: | 97-16 / 4.062% | 97 00+ / 3.863% | 101-12 / 3.921% |
| Spread to Benchmark Treasury: | 112.5 basis points | 145 basis points | 170 basis points |
| Yield to Maturity: | 5.187% | 5.313% | 5.621% |
| Offering Price: | 99.832% of Principal Amount | 99.895% of Principal Amount | 99.691% of Principal Amount |
| Optional Redemption: | At any time prior to February 15, 2028 (one month prior to the Maturity Date) (the “Par Call Date”), at a make whole price equal to the greater of (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the bonds matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and 100% of the principal amount of the bonds to be redeemed, plus, in each case, accrued and unpaid interest to the redemption date. | Any time prior to December 15, 2032 (three months prior to the Maturity Date) (the “Par Call Date”), at a make whole price equal to the greater of (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the bonds matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to the date of redemption, and 100% of the principal amount of the bonds to be redeemed, plus, in each case, accrued and unpaid interest to the redemption date. | Any time prior to September 15, 2052 (six months prior to the Maturity Date) (the “Par Call Date”), at a make whole price equal to the greater of (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the bonds matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption, and 100% of the principal amount of the bonds to be redeemed, plus, in each case, accrued and unpaid interest to the redemption date. |
| Issuer: | Exelon Corporation | Exelon Corporation | Exelon Corporation |
| CUSIP/ISIN: | 30161NBJ9 / US30161NBJ90 | 30161NBK6 / US30161NBK63 | 30161NBL4 / US30161NBL47 |
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Joint Bookrunners: |
Barclays Capital Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC |
Barclays Capital Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC |
Barclays Capital Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC |
| J.P. Morgan Securities LLC | J.P. Morgan Securities LLC | J.P. Morgan Securities LLC | |
| Morgan Stanley & Co. LLC | Morgan Stanley & Co. LLC | Morgan Stanley & Co. LLC | |
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MUFG Securities Americas Inc. | MUFG Securities Americas Inc. | MUFG Securities Americas Inc. |
| PNC Capital Markets LLC | PNC Capital Markets LLC | PNC Capital Markets LLC | |
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SMBC Nikko Securities America, Inc. Wells Fargo Securities, LLC |
SMBC Nikko Securities America, Inc. Wells Fargo Securities, LLC |
SMBC Nikko Securities America, Inc. Wells Fargo Securities, LLC | |
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Senior Co-Managers:
Co-Managers: |
Huntington Securities, Inc. Loop Capital Markets LLC Siebert Williams Shank & Co., LLC
Apto Partners, LLC Blaylock Van, LLC C.L. King & Associates, Inc. Multi-Bank Securities, Inc. Telsey Advisory Group LLC |
Huntington Securities, Inc. Loop Capital Markets LLC Siebert Williams Shank & Co., LLC
Apto Partners, LLC Blaylock Van, LLC C.L. King & Associates, Inc. Multi-Bank Securities, Inc. Telsey Advisory Group LLC |
Huntington Securities, Inc. Loop Capital Markets LLC Siebert Williams Shank & Co., LLC
Apto Partners, LLC Blaylock Van, LLC C.L. King & Associates, Inc. Multi-Bank Securities, Inc. Telsey Advisory Group LLC |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Goldman Sachs & Co. LLC at 1-866-471-2526, J.P. Morgan Securities LLC collect at 1-212-834-4533 and Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.