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EXELON CORP Annual Report (Amendment), Year Ended Dec 31, 2008

Filing Date
Filed February 19, 2009
Period End
December 31, 2008
Security
EXC
In the record · 2016–202610-K1110-Q328-K189

EXC filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 189 current reports (8-K) between 2016 and 2026.

  1. Restructuring8-K · May ’17May ’17
  2. FY2018 annual report10-K · Feb ’19Feb ’19
  3. Impairment8-K · Apr ’21Apr ’21
  4. Material agreement8-K · May ’25May ’25

01—Abstract

Summary

Summary of the 10-K/A filed February 19, 2009. Cited figures are marked; the original filing is the authoritative source.

This Form 10-K/A is a limited amendment to Exelon's original FY2008 annual report (filed February 6, 2009), filed jointly by Exelon, Generation, ComEd and PECO.

It does not restate any financial statements or change the original financial disclosures. Its purpose is to add required non-employee director compensation disclosure to Item 11 and to update Item 12 security ownership information with Schedule 13G data filed after the original 10-K. For investors, the document is primarily a governance and pay-disclosure update rather than a source of new operating or financial results.

The compensation disclosures reveal how the 2008 market downturn affected executive pay. Exelon's stock fell from about $81.64 at year-end 2007 to $55.61a at year-end 2008, leaving 2008 stock options out of the money and reducing the value of performance share payouts (about 153% of target value versus 200% TSR performance). Annual incentive payouts were nonetheless made near target, with adjusted operating EPS of $4.20 against a $4.15 target.

CEO John Rowe's 2008 total compensation was $9.06 millionb, down from $19.49 million in 2007, largely because of lower stock award values. Management also received retention awards and base salary increases in 2008 to address competitiveness concerns. The ownership section shows that Capital World Investors (about 5%) and Capital Research Global Investors (about 6%) are the only disclosed 5%+ holders, based on Schedule 13G filings made February 13, 2009.

Directors and executive officers as a group beneficially owned about 2.7 million shares, under 1%c of outstanding stock. The amendment also covers ComEd's and PECO's governance arrangements, including ComEd's separate cash-based long-term incentive program and the termination of stock ownership requirements for ComEd officers.

02—Key points

Key Highlights

  1. Limited amendment: Form 10-K/A adds director compensation disclosure (Item 11) and updated 5% owner information (Item 12); no financial statements or other disclosures changed.
  2. CEO John Rowe's total 2008 compensation was $9.06M, versus $19.49M in 2007, reflecting lower equity award values after the stock price decline.
  3. Exelon's stock closed 2008 at $55.61 versus $81.64 at year-end 2007; 2006-2008 performance share payouts were about 153% of target value despite 200% TSR performance.
  4. 2008 annual incentive awards paid near target: adjusted EPS of $4.20 against a $4.15 target, with the shareholder protection feature limiting business-unit payouts to 150% of target.
  5. Director pay was increased in July 2008: annual retainer raised to $50,000 and deferred stock unit grants raised to $100,000 per year.
  6. Only two institutional holders exceed 5%: Capital Research Global Investors (about 6%, 39.2M shares) and Capital World Investors (about 5%, 33.0M shares).
  7. ComEd's executive compensation is structured separately, with cash-based long-term incentives and no Exelon equity component, reflecting ComEd's regulatory independence efforts.

03—One dollar

04—Financials

Financial Highlights

Figures from 10-K/AFY2008filed February 19, 2009
Revenue$18.86BNet Income$2.74B14.5% Net MarginEPS (Diluted)$4.13Total Assets$47.82BCash & Equivalents$1.27BFree Cash Flow$3.43B

Financial Statements

Revenue$18.86B
Operating Expenses$13.56B
Operating Income$5.30B
Interest Expense$699.00M
Net Income$2.74B
EPS (Basic)$4.16
EPS (Diluted)$4.13
Shares Outstanding (Basic)658.00M
Shares Outstanding (Diluted)662.00M

05—Questions

Frequently Asked Questions

  1. Why was this 10-K/A filed?

    Exelon, Generation, ComEd and PECO filed this amendment to add non-employee director compensation disclosures required in Item 11 and to update Item 12 ownership data with Schedule 13G filings made after the original February 6, 2009 10-K. It does not change any financial statements or other disclosures.

  2. How did the 2008 stock decline affect executive pay?

    Stock options granted in 2006 through 2008 were out of the money at year-end. Performance share payouts were lower in value because the target was set at about $73 in January 2008, while shares were worth about $56 in January 2009. CEO total reported compensation fell to $9.06M from $19.49M in 2007.

  3. Did executives receive annual incentive bonuses for 2008?

    Yes. Adjusted EPS of $4.20 was above the $4.15 target, producing a 116.67% payout for the EPS measure. The committee also applied shareholder protection limits and individual performance multipliers, and it exercised discretion in some cases, such as reducing PECO-related payouts for bad debt performance.

  4. Who are Exelon's significant outside shareholders?

    Based on Schedule 13G filings dated February 13, 2009, Capital Research Global Investors held about 39.2M shares (6%) and Capital World Investors held about 33.0M shares (5%). Both are divisions of Capital Research and Management Company, and both disclaim beneficial ownership of the shares they report.

  5. What changes were made to director compensation?

    In July 2008 the board raised the annual retainer from $45,000 to $50,000, committee chair premiums from $7,500 to $10,000, and annual deferred stock unit grants from $85,000 to $100,000. Meeting fees were set at $2,000 per meeting.

06—Continue

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