PA10 South Dearborn StreetP.O. Box 805379ChicagoIL60680-5379(800)483-3220IL10 South Dearborn Street49th FloorChicagoIL60603-2300(312)394-4321PAP.O. Box 86992301 Market StreetPhiladelphiaPA19101-8699(215)841-4000MD2 Center Plaza110 West Fayette StreetBaltimoreMD21201-3708(410)234-5000DE701 Ninth Street, N.W.Washington, District of Columbia20068-0001(202)872-2000DCVA701 Ninth Street, N.W.Washington, District of Columbia20068-0001(202)872-2000DEVA500 North Wakefield DriveNewarkDE19702-5440(202)872-2000NJ500 North Wakefield DriveNewarkDE19702-5440(202)872-2000Common stock, without par valueEXCNasdaqEXC/28NYSECumulative Preferred Security, Series D,00011093570000022606000007810000000094660001135971000007973200000278790000008192False☐00011093572022-05-092022-05-090001109357exc:CommonwealthEdisonCoMember2022-05-092022-05-090001109357exc:PecoEnergyCoMember2022-05-092022-05-090001109357exc:BaltimoreGasAndElectricCompanyMember2022-05-092022-05-090001109357exc:PepcoHoldingsLLCMember2022-05-092022-05-090001109357exc:PotomacElectricPowerCompanyMember2022-05-092022-05-090001109357exc:DelmarvaPowerandLightCompanyMember2022-05-092022-05-090001109357exc:AtlanticCityElectricCompanyMember2022-05-092022-05-090001109357exc:PotomacElectricPowerCompanyMemberstpr:DC2022-05-092022-05-090001109357exc:PotomacElectricPowerCompanyMemberstpr:VA2022-05-092022-05-090001109357stpr:DEexc:DelmarvaPowerandLightCompanyMember2022-05-092022-05-090001109357exc:DelmarvaPowerandLightCompanyMemberstpr:VA2022-05-092022-05-09
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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| FORM | 8-K | |
| | | | | | | | |
| CURRENT REPORT | |
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| May 9, 2022 | |
| Date of Report (Date of earliest event reported) | |
| | | | | | | | | | | | | | |
Commission
File Number | | Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number | | IRS Employer Identification Number |
| | | | |
| 001-16169 | | EXELON CORPORATION | | 23-2990190 |
| | (a Pennsylvania corporation)
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680-5379
(800) 483-3220 | | |
| | | | |
| | | | |
| | | | |
| | | | |
| 001-01839 | | COMMONWEALTH EDISON COMPANY | | 36-0938600 |
| | (an Illinois corporation) 10 South Dearborn Street 49th Floor Chicago, Illinois 60603-2300 (312) 394-4321 | | |
| | | | |
| 000-16844 | | PECO ENERGY COMPANY | | 23-0970240 |
| | (a Pennsylvania corporation)
P.O. Box 8699
2301 Market Street
Philadelphia, Pennsylvania 19101-8699
(215) 841-4000 | | |
| | | | |
| 001-01910 | | BALTIMORE GAS AND ELECTRIC COMPANY | | 52-0280210 |
| | (a Maryland corporation)
2 Center Plaza
110 West Fayette Street
Baltimore, Maryland 21201-3708
(410) 234-5000 | | |
| | | | |
| 001-31403 | | PEPCO HOLDINGS LLC | | 52-2297449 |
| | (a Delaware limited liability company)
701 Ninth Street, N.W.
Washington, District of Columbia 20068-0001
(202) 872-2000 | | |
| | | | |
| 001-01072 | | POTOMAC ELECTRIC POWER COMPANY | | 53-0127880 |
| | (a District of Columbia and Virginia corporation)
701 Ninth Street, N.W.
Washington, District of Columbia 20068-0001
(202) 872-2000 | | |
| | | | |
| 001-01405 | | DELMARVA POWER & LIGHT COMPANY | | 51-0084283 |
| | (a Delaware and Virginia corporation)
500 North Wakefield Drive
Newark, Delaware 19702-5440
(202) 872-2000 | | |
| | | | |
| 001-03559 | | ATLANTIC CITY ELECTRIC COMPANY | | 21-0398280 |
| | (a New Jersey corporation)
500 North Wakefield Drive
Newark, Delaware 19702-5440
(202) 872-2000 | | |
| | | | | |
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| | | | | | | | | | | | | | |
| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| EXELON CORPORATION: | | | | |
| Common Stock, without par value | | EXC | | The Nasdaq Stock Market LLC |
| | | | |
| PECO ENERGY COMPANY: | | | | |
| Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38% Cumulative Preferred Security, Series D, $25 stated value, issued by PECO Energy Capital, L.P. and unconditionally guaranteed by PECO Energy Company | | EXC/28 | | New York Stock Exchange |
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| Indicate by check mark whether any of the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| Emerging growth company ☐ |
| | |
| If an emerging growth company, indicate by check mark if any of the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition.
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure.
On May 9, 2022, Exelon Corporation (Exelon) announced via press release its results for the first quarter ended March 31, 2022. A copy of the press release and related attachments are attached hereto as Exhibit 99.1. Also attached as Exhibit 99.2 to this Current Report on Form 8-K are the presentation slides to be used at the first quarter 2022 earnings conference call. This Form 8-K and the attached exhibits are provided under Items 2.02, 7.01 and 9.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.
Exelon has scheduled the conference call for 9:00 AM CT (10:00 AM ET) on May 9, 2022. The call-in number in the U.S. and Canada is 833-397-0944. If requested, the conference ID number is 5895167. Media representatives are invited to participate on a listen-only basis. The call will be webcast and archived on the Investor Relations page of Exelon’s website: www.exeloncorp.com.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| | | | | |
| Exhibit No. | Description |
| |
| |
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | The cover page from the Current Report on Form 8-K, formatted as Inline XBRL. |
* * * * *
This combined Current Report on Form 8-K is being furnished separately by Exelon Corporation, Commonwealth Edison Company, PECO Energy Company, Baltimore Gas and Electric Company, Pepco Holdings LLC, Potomac Electric Power Company, Delmarva Power & Light Company, and Atlantic City Electric Company (Registrants). Information contained herein relating to any individual Registrant has been furnished by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.
This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements.
The factors that could cause actual results to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein, as well as the items discussed in (1) the Registrants' 2021 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies; (2) the Registrants' First Quarter 2022 Quarterly Report on Form 10-Q (to be filed on May 9, 2022) in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 12, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants.
Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| EXELON CORPORATION |
| |
| /s/ Joseph Nigro |
| Joseph Nigro |
| Senior Executive Vice President and Chief Financial Officer |
| Exelon Corporation |
| |
| COMMONWEALTH EDISON COMPANY |
| |
| /s/ Elisabeth J. Graham |
| Elisabeth J. Graham |
| Senior Vice President, Chief Financial Officer and Treasurer |
| Commonwealth Edison Company |
| |
| PECO ENERGY COMPANY |
| |
| /s/ Robert J. Stefani |
| Robert J. Stefani |
| Senior Vice President, Chief Financial Officer and Treasurer |
| PECO Energy Company |
| |
| BALTIMORE GAS AND ELECTRIC COMPANY |
| |
| /s/ David M. Vahos |
| David M. Vahos |
| Senior Vice President, Chief Financial Officer and Treasurer |
| Baltimore Gas and Electric Company |
| |
| | | | | |
| PEPCO HOLDINGS LLC |
| |
| /s/ Phillip S. Barnett |
| Phillip S. Barnett |
| Senior Vice President, Chief Financial Officer and Treasurer |
| Pepco Holdings LLC |
| |
| POTOMAC ELECTRIC POWER COMPANY |
| |
| /s/ Phillip S. Barnett |
| Phillip S. Barnett |
| Senior Vice President, Chief Financial Officer and Treasurer |
| Potomac Electric Power Company |
| |
| DELMARVA POWER & LIGHT COMPANY |
| |
| /s/ Phillip S. Barnett |
| Phillip S. Barnett |
| Senior Vice President, Chief Financial Officer and Treasurer |
| Delmarva Power & Light Company |
| |
| ATLANTIC CITY ELECTRIC COMPANY |
| |
| /s/ Phillip S. Barnett |
| Phillip S. Barnett |
| Senior Vice President, Chief Financial Officer and Treasurer |
| Atlantic City Electric Company |
May 9, 2022
EXHIBIT INDEX
| | | | | |
| Exhibit No. | Description |
| |
| |
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | The cover page from the Current Report on Form 8-K, formatted as Inline XBRL. |