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UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
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FORM 8-K | |
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CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 8, 2019 Date of Report (Date of earliest event reported) | |
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| | 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 | | | |
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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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company 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).
If an emerging growth company, indicate by check mark if the registrant has 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| EXELON CORPORATION; | | | | |
| Common Stock, without par value | | EXC | | New York and Chicago |
| Series A Junior Debt Subordinated Debentures | | EXC22 | | New York |
Section 8 - Other Events
Item 8.01. Other Events
On May 30, 2017, Exelon Corporation (Exelon) announced that Exelon Generation Company, LLC would prematurely retire its Three Mile Island Generation Station Unit 1 (TMI) on or about September 30, 2019, absent needed policy reforms due to economic challenges and market flaws that fail to recognize the environmental and resiliency benefits from TMI and other zero-carbon nuclear energy plants across Pennsylvania. On May 8, 2019, Exelon issued a press release announcing that the shutdown of TMI by September 30, 2019 will proceed as planned. A copy of the press release is attached hereto as Exhibit 99.1.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
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This combined Form 8-K is being furnished separately by Exelon Corporation and Generation (the “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.
Cautionary Statements Regarding Forward-Looking Information
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 the Registrants include those factors discussed herein, as well as the items discussed in (1) the Registrants’ 2018 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 22, Commitments and Contingencies; (2) Exelon's First Quarter 2019 Quarterly Report on Form 10-Q 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 16, 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.
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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.
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| | EXELON CORPORATION |
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| | /s/ JOSEPH NIGRO |
| | Joseph Nigro |
| | Senior Executive Vice President and Chief Financial Officer |
| | Exelon Corporation |
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| | EXELON GENERATION COMPANY, LLC |
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| | /s/ BRYAN P. WRIGHT |
| | Bryan P. Wright |
| | Senior Vice President and Chief Financial Officer |
| | Exelon Generation Company, LLC |
May 8, 2019
EXHIBIT INDEX
