8-KFinancial Events

EXELON CORP 8-K Report, Material Impairment (Apr 5, 2016)

Filed April 5, 2016For Securities:EXC

Summary

Exelon Corporation's subsidiary, Exelon Generation Company, LLC ('Generation'), is reporting a material impairment related to its non-operator investments in oil, natural gas, and natural gas liquids properties (Upstream business). This business is conducted through its subsidiary, CEU Holdings, LLC ('CEUH'). Due to a significant decrease in commodity prices, the borrowing base under CEUH's reserve-based lending (RBL) agreement was reduced, creating a $23 million borrowing base deficiency. CEUH has chosen not to cure this deficiency and is in discussions with lenders to resolve the situation, potentially through the sale of Upstream assets and winding down the business. As a consequence, Generation expects to record a significant non-cash impairment charge in the first quarter of 2016, estimated to be between $115 million and $135 million on a pre-tax basis. This charge will be excluded from Generation's adjusted (non-GAAP) operating earnings. Investors should note that this impairment is specific to the Upstream business and does not directly impact Exelon Corporation's or Generation's other credit facilities or debt.

Key Highlights

  • 1Exelon Generation Company, LLC (Generation) subsidiary (CEU Holdings, LLC) faces a $23 million borrowing base deficiency under its oil and gas reserve-based lending (RBL) agreement.
  • 2The deficiency is due to a significant decrease in the value of Upstream assets, driven by lower commodity prices.
  • 3CEUH is in discussions with lenders to resolve the deficiency, potentially involving the sale of Upstream assets and winding down the Upstream business.
  • 4Generation expects to record a non-cash impairment charge of $115 million to $135 million (pre-tax) as of March 31, 2016.
  • 5This impairment charge is related to the Upstream business and will be excluded from Generation's adjusted (non-GAAP) operating earnings.
  • 6The resolution of this matter will not directly affect Exelon Corporation or Generation's other credit facilities or debt.
  • 7The event date for this reporting is March 31, 2016.

Frequently Asked Questions

The primary reason is a decline in commodity prices, which has reduced the value of the Upstream assets owned by CEU Holdings, LLC (CEUH), a subsidiary of Exelon Generation. This led to a decrease in the borrowing base under their reserve-based lending (RBL) agreement, resulting in a deficiency.

Exelon Generation expects to record a non-cash impairment charge between $115 million and $135 million on a pre-tax basis. This charge is expected to be excluded from Generation's adjusted (non-GAAP) operating earnings.

No, the filing explicitly states that the resolution of this matter has no direct effect on any Exelon or Generation credit facilities or other debt of an Exelon entity. The RBL debt is without recourse to Exelon Corporation or Generation beyond CEUH and its Upstream assets.

Exelon Generation is in discussions with lenders to resolve the current deficiency, which may include the sale of Upstream assets and winding down CEUH's Upstream business. This suggests the company is exiting this particular segment of its operations.