08/03/2022 | Press release | Distributed by Public on 08/03/2022 14:03
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Commonwealth Edison Company
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PECO Energy Company
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(Exact name of registrant as specified in its Charter)
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(Exact name of registrant as specified in its charter)
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Illinois
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Pennsylvania
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(State or other jurisdiction of incorporation or organization)
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(State or other jurisdiction of incorporation or organization)
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36-0938600
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23-0970240
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(I.R.S. Employer Identification No.)
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(I.R.S. Employer Identification No.)
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10 South Dearborn Street
Chicago, Illinois 60603-2300 312-394-4321 |
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P.O. Box 8699
2301 Market Street Philadelphia, PA 19101 215-841-4000 |
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices) |
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices) |
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Baltimore Gas and Electric Company
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Potomac Electric Power Company
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(Exact name of registrant as specified in its charter)
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(Exact name of registrant as specified in its charter)
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Maryland
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District of Columbia and Virginia
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(State or other jurisdiction of incorporation or organization)
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(State or other jurisdiction of incorporation or organization)
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52-0280210
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53-0127880
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(I.R.S. Employer Identification No.)
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(I.R.S. Employer Identification No.)
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2 Center Plaza, 110 West Fayette Street,
Baltimore, Maryland 21201 410-234-5000 |
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701 Ninth Street, N.W.
Washington, District of Columbia 20068 202-872-2000 |
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices) |
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices) |
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Delmarva Power & Light Company
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Atlantic City Electric Company
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(Exact name of registrant as specified in its charter)
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(Exact name of registrant as specified in its Charter)
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Delaware and Virginia
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New Jersey
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(State or other jurisdiction of incorporation or organization)
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(State or other jurisdiction of incorporation or organization)
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51-0084283
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21-0398280
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(I.R.S. Employer Identification No.)
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(I.R.S. Employer Identification No.)
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500 North Wakefield Drive
Newark, Delaware 19702 202-872-2000 |
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500 North Wakefield Drive
Newark, Delaware 19702 202-872-2000 |
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices) |
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices) |
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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 60603 800-483-3220 |
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Patrick R. Gillard, Esquire
Ballard Spahr LLP 1735 Market Street, 51st Floor Philadelphia, Pennsylvania 19103 215-665-8500 |
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| Exelon Corporation | | |
Large Accelerated Filer
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Accelerated Filer
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Non-accelerated Filer
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Smaller Reporting Company
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Emerging Growth Company
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| Commonwealth Edison Company | | | Large Accelerated Filer | | | ☐ | | |
Accelerated Filer |
| | ☐ | | | Non-accelerated Filer | | | ☒ | | | Smaller Reporting Company | | | ☐ | | | Emerging Growth Company | | | ☐ | |
| PECO Energy Company | | | Large Accelerated Filer | | | ☐ | | |
Accelerated Filer |
| | ☐ | | | Non-accelerated Filer | | | ☒ | | | Smaller Reporting Company | | | ☐ | | | Emerging Growth Company | | | ☐ | |
| Baltimore Gas and Electric Company | | | Large Accelerated Filer | | | ☐ | | |
Accelerated Filer |
| | ☐ | | | Non-accelerated Filer | | | ☒ | | | Smaller Reporting Company | | | ☐ | | | Emerging Growth Company | | | ☐ | |
| Potomac Electric Power Company | | | Large Accelerated Filer | | | ☐ | | |
Accelerated Filer |
| | ☐ | | | Non-accelerated Filer | | | ☒ | | | Smaller Reporting Company | | | ☐ | | | Emerging Growth Company | | | ☐ | |
| Delmarva Power & Light Company | | | Large Accelerated Filer | | | ☐ | | |
Accelerated Filer |
| | ☐ | | | Non-accelerated Filer | | | ☒ | | | Smaller Reporting Company | | | ☐ | | | Emerging Growth Company | | | ☐ | |
| Atlantic City Electric Company | | | Large Accelerated Filer | | | ☐ | | |
Accelerated Filer |
| | ☐ | | | Non-accelerated Filer | | | ☒ | | | Smaller Reporting Company | | | ☐ | | | Emerging Growth Company | | | ☐ | |
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Page
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ABOUT THIS PROSPECTUS
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| | | | 1 | | |
FORWARD-LOOKING STATEMENTS
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| | | | 1 | | |
RISK FACTORS
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| | | | 2 | | |
EXELON CORPORATION
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COMMONWEALTH EDISON COMPANY
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| | | | 2 | | |
PECO ENERGY COMPANY
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| | | | 2 | | |
BALTIMORE GAS AND ELECTRIC COMPANY
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| | | | 3 | | |
POTOMAC ELECTRIC POWER COMPANY
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DELMARVA POWER & LIGHT COMPANY
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ATLANTIC CITY ELECTRIC COMPANY
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USE OF PROCEEDS
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DESCRIPTION OF SECURITIES
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PLAN OF DISTRIBUTION
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LEGAL MATTERS
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EXPERTS
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WHERE YOU CAN FIND MORE INFORMATION
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DOCUMENTS INCORPORATED BY REFERENCE
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SEC registration fee
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| | | $ | * | | |
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Listing fees and expenses
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| | | $ | ** | | |
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Accounting fees and expenses
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| | | $ | ** | | |
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Printing and engraving expenses
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| | | $ | ** | | |
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Legal fees and expenses
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| | | $ | ** | | |
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Trustee fees
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| | | $ | ** | | |
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Miscellaneous
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| | | $ | ** | | |
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Total
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| | | $ | ** | | |
| By: | | |
/s/ Christopher M. Crane
Christopher M. Crane
President, Chief Executive Officer and Director (Principal Executive Officer) |
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| By: | | |
/s/ Joseph Nigro
Joseph Nigro
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
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| By: | | |
/s/ Joseph R. Trpik
Joseph R. Trpik
Senior Vice President and Corporate Controller (Principal Accounting Officer) |
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Signature
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Title
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Date
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/s/ John F. Young
John F. Young
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Director and Chairman
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August 3, 2022
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/s/ Anthony K. Anderson
Anthony K. Anderson
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Director
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August 3, 2022
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/s/ Ann Berzin
Ann Berzin
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Director
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August 3, 2022
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/s/ W. Paul Bowers
W. Paul Bowers
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Director
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August 3, 2022
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/s/ Marjorie Rodgers Cheshire
Marjorie Rodgers Cheshire
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Director
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August 3, 2022
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/s/ Carlos Gutierrez
Carlos Gutierrez
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Director
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August 3, 2022
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/s/ Linda P. Jojo
Linda P. Jojo
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Director
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August 3, 2022
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/s/ Paul L. Joskow
Paul L. Joskow
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Director
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August 3, 2022
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| By: | | |
/s/ Gil C. Quiniones
Gil C. Quiniones
Chief Executive Officer (Principal Executive Officer) |
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| By: | | |
/s/ Elisabeth J. Graham
Elisabeth J. Graham
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
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| By: | | |
/s/ Steven J. Cichocki
Steven J. Cichocki
Director, Accounting (Principal Accounting Officer) |
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Signature
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Title
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Date
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/s/ Christopher M. Crane
Christopher M. Crane
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Director
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August 3, 2022
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/s/ Calvin G. Butler
Calvin G. Butler
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Director and Chair
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August 3, 2022
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/s/ Ricardo Estrada
Ricardo Estrada
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Director
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August 3, 2022
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/s/ Zaldwaynaka Scott
Zaldwaynaka Scott
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Director
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August 3, 2022
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/s/ Smita Shah
Smita Shah
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Director
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August 3, 2022
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| By: | | |
/s/ Michael A. Innocenzo
Michael A. Innocenzo
President and Chief Executive Officer (Principal Executive Officer) |
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| By: | | |
/s/ Robert J. Stefani
Robert J. Stefani
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
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| By: | | |
/s/ Caroline Fulginiti
Caroline Fulginiti
Director, Accounting (Principal Accounting Officer) |
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Signature
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Title
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Date
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/s/ Christopher M. Crane
Christopher M. Crane
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Director
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August 3, 2022
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/s/ Calvin G. Butler
Calvin G. Butler
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Director and Chair
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August 3, 2022
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/s/ Nelson A. Diaz
Nelson A. Diaz
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Director
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August 3, 2022
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/s/ John Grady, Jr.
John Grady, Jr.
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Director
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August 3, 2022
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/s/ Charisse R. Lillie
Charisse R. Lillie
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Director
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August 3, 2022
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| By: | | |
/s/ Carim V. Khouzami
Carim V. Khouzami
Chief Executive Officer (Principal Executive Officer) |
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| By: | | |
/s/ David M. Vahos
David M. Vahos
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
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| By: | | |
/s/ Jason T. Jones
Jason T. Jones
Director, Accounting (Principal Accounting Officer) |
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Signature
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Title
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Date
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/s/ Christopher M. Crane
Christopher M. Crane
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Director
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August 3, 2022
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/s/ Ann C. Berzin
Ann C. Berzin
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Director
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August 3, 2022
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/s/ Calvin G. Butler
Calvin G. Butler
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Director and Chair
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August 3, 2022
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/s/ Michael E. Cryor
Michael E. Cryor
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Director
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August 3, 2022
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/s/ James R. Curtiss
James R. Curtiss
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Director
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August 3, 2022
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/s/ Joseph L. Haskins
Joseph L. Haskins
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Director
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August 3, 2022
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/s/ Amy Seto
Amy Seto
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Director
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August 3, 2022
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/s/ Maria Tildon
Maria Tildon
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Director
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August 3, 2022
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| By: | | |
/s/ J. Tyler Anthony
J. Tyler Anthony
President and Chief Executive Officer (Principal Executive Officer) and Director |
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| By: | | |
/s/ Phillip S. Barnett
Phillip S. Barnett
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) and Director |
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| By: | | |
/s/ Julie E. Giese
Julie E. Giese
Director, Accounting (Principal Accounting Officer) |
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Signature
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Title
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Date
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/s/ Christopher M. Crane
Christopher M. Crane
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Director
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August 3, 2022
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/s/ Calvin G. Butler
Calvin G. Butler
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Director and Chair
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August 3, 2022
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/s/ Rodney Oddoye
Rodney Oddoye
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Director
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August 3, 2022
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/s/ Elizabeth O'Donnell
Elizabeth O'Donnell
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Director
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August 3, 2022
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/s/ Tamla Olivier
Tamla Olivier
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Director
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August 3, 2022
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| By: | | |
/s/ J. Tyler Anthony
J. Tyler Anthony
President and Chief Executive Officer (Principal Executive Officer) and Director |
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| By: | | |
/s/ Phillip S. Barnett
Phillip S. Barnett
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
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| By: | | |
/s/ Julie E. Giese
Julie E. Giese
Director, Accounting (Principal Accounting Officer) |
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Signature
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Title
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Date
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/s/ Calvin G. Butler
Calvin G. Butler
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Director and Chair
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August 3, 2022
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| By: | | |
/s/ J. Tyler Anthony
J. Tyler Anthony
President and Chief Executive Officer (Principal Executive Officer) and Director |
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| By: | | |
/s/ Phillip S. Barnett
Phillip S. Barnett
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
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| By: | | |
/s/ Julie E. Giese
Julie E. Giese
Director, Accounting (Principal Accounting Officer) |
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Signature
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Title
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Date
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/s/ Calvin G. Butler
Calvin G. Butler
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Director and Chair
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August 3, 2022
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Exhibit No.
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Description
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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.
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23.1 | | |
Consent of PricewaterhouseCoopers LLP for Exelon.
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23.2 | | |
Consent of PricewaterhouseCoopers LLP for ComEd.
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23.3 | | |
Consent of PricewaterhouseCoopers LLP for PECO.
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23.4 | | |
Consent of PricewaterhouseCoopers LLP for BGE.
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23.5 | | |
Consent of PricewaterhouseCoopers LLP for Pepco.
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23.6 | | |
Consent of PricewaterhouseCoopers LLP for DPL.
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23.7 | | |
Consent of PricewaterhouseCoopers LLP for ACE.
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23.8 | | |
Consent of Ballard Spahr LLP (included in Exhibit 5.1).
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24.1 | | |
Powers of Attorney for Exelon (included on signature page).
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24.2 | | |
Powers of Attorney for ComEd (included on signature page).
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24.3 | | |
Powers of Attorney for PECO (included on signature page).
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24.4 | | |
Powers of Attorney for BGE (included on signature page).
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24.5 | | |
Powers of Attorney for Pepco (included on signature page).
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24.6 | | |
Powers of Attorney for DPL (included on signature page).
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24.7 | | |
Powers of Attorney for ACE (included on signature page).
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Exhibit No.
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Description
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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. | |