SEC Comment Letter for EXELON CORP (EXC) (CIK 0001109357) (EXC) — Jun 7, 2013
EXELON CORP (EXC) (CIK 0001109357)
Date: June 7, 2013 · CIK: 0001109357 · Accession: 0000000000-13-031329
AI Filing Summary & Sentiment
Letter
June 7, 2013 Via E -mail Duane M. DesParte Vice President & Corporate Controller Exelon Corporation 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680 -5379
Re: Exelon Corporation Form 10-K for the Fiscal Year Ended December 31, 2012 Filed February 2 2, 2013 File No. 1 -16169
Dear Mr. DesParte :
We have reviewed your filing and have the following comment . In our comment , we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to this comment , we may have additional comments.
Item 8. Financial Statements and Supplementary Data, page 181
Combined Notes to Consolidated Financial Statements, page 216
Note 19. Commitments and Contingencies (Exelon, Generation, ComED, PECO and BGE), page
Federal Energy Regulatory Commission Investigation (Exelon and Generation), page 398
1. With reference to applicable GAAP literature, please explain to us why the full amount of the civil penalty and disgorgement settlement was not recorded as a li ability when accounting for the merger with Constellation. In this regard, we note that the merger with Constellation was completed on March 12, 2013 and Constellation announced on March 9, 2013 that it had resolved the FERC investigation.
Duane M. DesParte Exelon Corporation June 7, 2013 Page 2
We urge all pe rsons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its man agement are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comment , please provide a written statement from the company acknowled ging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Adam Phippen, Staff Accountant , at (202) 551 -3336 or me at (202 ) 551-3344 if you have questions regarding our comment or any other questions.
Sincerely,
/s/ William H. Thompson
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June 7, 2013 Via E -mail Duane M. DesParte Vice President & Corporate Controller Exelon Corporation 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680 -5379 Re: Exelon Corporation Form 10-K for the Fiscal Year Ended December 31, 2012 Filed February 2 2, 2013 File No. 1 -16169 Dear Mr. DesParte : We have reviewed your filing and have the following comment . In our comment , we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to this comment , we may have additional comments. Item 8. Financial Statements and Supplementary Data, page 181 Combined Notes to Consolidated Financial Statements, page 216 Note 19. Commitments and Contingencies (Exelon, Generation, ComED, PECO and BGE), page 377 Federal Energy Regulatory Commission Investigation (Exelon and Generation), page 398 1. With reference to applicable GAAP literature, please explain to us why the full amount of the civil penalty and disgorgement settlement was not recorded as a li ability when accounting for the merger with Constellation. In this regard, we note that the merger with Constellation was completed on March 12, 2013 and Constellation announced on March 9, 2013 that it had resolved the FERC investigation. Duane M. DesParte Exelon Corporation June 7, 2013 Page 2 We urge all pe rsons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its man agement are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comment , please provide a written statement from the company acknowled ging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Adam Phippen, Staff Accountant , at (202) 551 -3336 or me at (202 ) 551-3344 if you have questions regarding our comment or any other questions. Sincerely, /s/ William H. Thompson William H. Thompson Accounting Branch Chief cc: Bruce Wilson Corporate Secretary