exc-20220103Pennsylvania10 South Dearborn StreetP.O. Box 805379ChicagoIllinois60680-5379(800)483-3220Pennsylvania1310 Point StreetBaltimoreMaryland21231(800)483-322010 South Dearborn StreetP.O. Box 805379ChicagoIllinois60680-5379(800)483-3220Pennsylvania300 Exelon WayKennett SquarePennsylvania19348-2473(610)765-5959☐000110935700018682750001168165False00011093572022-01-032022-01-030001109357exc:ConstellationEnergyCoMember2022-01-032022-01-030001109357exc:ExelonGenerationCoLLCMember2022-01-032022-01-030001109357dei:FormerAddressMemberexc:ConstellationEnergyCoMember2022-01-032022-01-03
| | | | | | | | | | | |
| 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 | |
| January 3, 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 | | |
| | | | |
001-41137 | | CONSTELLATION ENERGY CORPORATION | | 87-1210716 |
| | (a Pennsylvania corporation) 1310 Point Street Baltimore, Maryland 21231 (800) 483-3220 | | |
| | | | |
333-85496 | | EXELON GENERATION COMPANY, LLC | | 23-3064219 |
| | (a Pennsylvania limited liability company) 300 Exelon Way Kennett Square, Pennsylvania 19348-2473 (610) 765-5959 | | |
| | Former Address, if Changed Since Last Report | | |
| | CONSTELLATION ENERGY CORPORATION | | |
| | 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (800) 483-3220 | | |
| | | | | |
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 |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | |
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 7 - Regulation FD
Item 7.01. Regulation FD Disclosure.
On January 3, 2022, Exelon Corporation (Exelon) announced via press release that it will host virtual investor and analyst events to highlight the post-separation business strategies for Exelon and Constellation Energy Corporation (Constellation). A copy of the press release is attached hereto as Exhibit 99.1.
Exelon’s event will be held on Jan. 10, 2022, beginning at 12:00 p.m. Central Time, 1:00 p.m. Eastern Time and ending at approximately 3:00 p.m. Central Time, 4 p.m. Eastern Time.
Constellation’s event will be held on Jan. 11, 2022, beginning at 7:30 a.m. Central Time, 8:30 a.m. Eastern Time and ending at approximately 11:00 a.m. Central Time, 12:00 p.m. Eastern Time.
Investors, analysts and media may access webcasts for both events at www.exeloncorp.com/investor-relations. The webcasts will be archived and available for replay for those unable to listen live.
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 this 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, Constellation Energy Corporation, and Exelon Generation Company, LLC (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 Current 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, including, among others, those related to the timing, manner, tax-free nature and expected benefits associated with the potential separation of Exelon’s competitive power generation, and customer-facing energy business from its six regulated electric and gas utilities. 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) Exelon's and Exelon Generation Company, LLC (Generation)'s 2020 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) Exelon's and Generation's Third Quarter 2021 Quarterly Report on Form 10-Q 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 15, Commitments and Contingencies; (3) Constellation's Form 10 registration statement in Risk Factors; and (4) other factors discussed in filings with the Securities and Exchange Commission 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 Current 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 Current 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/ Carter Culver |
| Carter Culver |
| Assistant Secretary |
| Exelon Corporation |
| |
| CONSTELLATION ENERGY CORPORATION |
| |
| /s/ Carter Culver |
| Carter Culver |
| Assistant Secretary |
| Constellation Energy Corporation |
| |
| EXELON GENERATION COMPANY, LLC |
| |
| /s/ Carter Culver |
| Carter Culver |
| Assistant Secretary |
| Exelon Generation Company, LLC |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
January 3, 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 this Current Report on Form 8-K, formatted as Inline XBRL. |