Summary
This 8-K filing from Exelon Corporation (EXC) provides unaudited pro forma financial information related to the separation of its competitive generation and customer-facing energy businesses, collectively known as Constellation, which was completed on February 1, 2022. The separation involved a pro-rata distribution of Constellation's shares to Exelon shareholders. The filing also details Exelon's recent financing activities, including $2 billion in unsecured term loan credit facilities entered into in January 2022 to primarily fund a $1.75 billion cash payment to Constellation and for general corporate purposes. For the year ended December 31, 2021, pro forma consolidated operating revenues were $17,939 million and operating income was $2,612 million, reflecting adjustments for the separation. These adjustments include the elimination of Constellation's historical operating results, the continuation of certain intercompany transactions as third-party transactions, the exclusion of certain corporate overhead costs no longer recognized by Exelon, and incremental non-recurring transaction costs. Investors should note that this pro forma information is an estimate and not a substitute for full financial statements.
Key Highlights
- 1Exelon Corporation completed the separation of its competitive generation and customer-facing energy businesses (Constellation) on February 1, 2022, through a pro-rata distribution of shares.
- 2Exelon secured $2 billion in unsecured term loan credit facilities in January 2022.
- 3Proceeds from the term loans were primarily used to fund a $1.75 billion cash payment to Constellation, with the remainder for general corporate purposes.
- 4The term loans include a $1.15 billion facility with Barclays maturing January 23, 2023, and $850 million in 18-month term loans maturing in July 2023.
- 5Interest rates on the term loans are variable, based on SOFR plus a spread (0.75% for Barclays, 0.65% for 18-month loans), with a potential increase for the Barclays loan.
- 6Pro forma operating revenues for the year ended December 31, 2021, were $17,939 million, and pro forma operating income was $2,612 million, reflecting post-separation adjustments.
- 7The pro forma information aims to show the financial impact of the separation and related transactions, with adjustments for discontinued operations and changes in intercompany transactions.