8-K 1 exc201711028k.htm 8-K

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 November 2, 2017 Date of Report (Date of earliest event reported) |
| Commission File Number |  | Exact Name of Registrant as Specified in Its Charter; State of Incorporation; Address of Principal Executive Offices; and Telephone Number |  | IRS Employer Identification Number
| 1-16169 |  | EXELON CORPORATION |  |  | 23-2990190
|  |  | (a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (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 |  |  |
| 1-1839 |  | COMMONWEALTH EDISON COMPANY |  |  | 36-0938600
|  |  | (an Illinois corporation) 440 South LaSalle Street Chicago, Illinois 60605-1028 (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 |  |  |
| 1-1910 |  | BALTIMORE GAS AND ELECTRIC COMPANY |  |  | 52-0280210
|  |  | (a Maryland corporation) 2 Center Plaza 110 West Fayette Street Baltimore, Maryland 21201 (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 (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 (202) 872-2000 |  |  |

| 001-01405 |  | DELMARVA POWER & LIGHT COMPANY |  |  | 51-0084283
|  |  | (a Delaware and Virginia corporation) 500 North Wakefield Drive Newark, Delaware 19702 (202) 872-2000 |  |  |
| 001-03559 |  | ATLANTIC CITY ELECTRIC COMPANY |  |  | 21-0398280
|  |  | (a New Jersey corporation) 500 North Wakefield Drive Newark, Delaware 19702 (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))

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. ☐
- 2 -

Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition.
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure.
On November 2, 2017, Exelon Corporation (Exelon) announced via press release its results for the third quarter ended September 30, 2017. A copy of the press release and related attachments is 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 third quarter 2017 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 November 2, 2017. The call-in number in the U.S. and Canada is 800-690-3108, and the international call-in number is 973-935-8753. If requested, the conference ID number is 44852720. Media representatives are invited to participate on a listen-only basis. The call will be web-cast and archived on Exelon’s Web site: www.exeloncorp.com. (Please select the Investors page.)
Telephone replays will be available until November 16, 2017. The U.S. and Canada call-in number for replays is 855-859-2056, and the international call-in number is 404-537-3406. The conference ID number is 44852720.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.

Exhibit No. | Description
99.1 | Press release and earnings release attachments
99.2 | Earnings conference call presentation slides

* * * * *
This combined Current Report on Form 8-K is being furnished separately by Exelon, Exelon Generation Company, LLC, Commonwealth Edison Company, PECO Energy Company, Baltimore Gas and Electric Company, Pepco Holdings LLC (PHI), 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. The factors that could cause actual results to differ materially from the forward-looking statements made by Exelon Corporation, Exelon Generation Company, LLC, 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) include those factors discussed herein, as well as the items discussed in (1) the Registrants’ 2016 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 24, Commitments and Contingencies; (2) the Registrants’ Third Quarter 2017 Quarterly Report on Form 10-Q (to be filed on November 2, 2017) in (a) Part II, Other Information, ITEM 1A. Risk Factors; (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 18, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, 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/ Jonathan W. Thayer
| Jonathan W. Thayer
| Senior Executive Vice President and Chief Financial Officer
| Exelon Corporation
| EXELON GENERATION COMPANY, LLC
| /s/ Bryan P. Wright
| Bryan P. Wright
| Senior Vice President and Chief Financial Officer
| Exelon Generation Company, LLC
| COMMONWEALTH EDISON COMPANY
| /s/ Joseph R. Trpik, Jr.
| Joseph R. Trpik, Jr.
| Senior Vice President, Chief Financial Officer and Treasurer
| Commonwealth Edison Company
| PECO ENERGY COMPANY
| /s/ Phillip S. Barnett
| Phillip S. Barnett
| 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/ Donna J. Kinzel
| Donna J. Kinzel
| Senior Vice President, Chief Financial Officer and Treasurer
| Pepco Holdings LLC
| POTOMAC ELECTRIC POWER COMPANY
| /s/ Donna J. Kinzel
| Donna J. Kinzel
| Senior Vice President, Chief Financial Officer and Treasurer
| Potomac Electric Power Company
| DELMARVA POWER & LIGHT COMPANY
| /s/ Donna J. Kinzel
| Donna J. Kinzel
| Senior Vice President, Chief Financial Officer and Treasurer
| Delmarva Power & Light Company
| ATLANTIC CITY ELECTRIC COMPANY
| /s/ Donna J. Kinzel
| Donna J. Kinzel
| Senior Vice President, Chief Financial Officer and Treasurer
| Atlantic City Electric Company

November 2, 2017

EXHIBIT INDEX

Exhibit No. | Description
99.1 | Press release and earnings release attachments
99.2 | Earnings conference call presentation slides