SEC Comment Letter for EXELON CORP (EXC) (CIK 0001109357) (EXC) — Jul 6, 2017
EXELON CORP (EXC) (CIK 0001109357)
Date: July 6, 2017 · CIK: 0001109357 · Accession: 0000000000-17-023558
AI Filing Summary & Sentiment
Letter
Mail Stop 3561 July 6 , 2017 Duane M. DesParte Senior 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 Fiscal Year Ended December 31, 2016 Filed February 13 , 2017 Form 10 -Q for Fiscal Quarter Ended March 31, 2017 Filed May 3, 2017 Form 8 -K Filed February 8, 2017 File No. 1-16169
Dear Mr. Desparte :
We have reviewed your filing s and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for Fiscal Year Ended December 31, 2016
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Financial Results of Operations
Adjusted (non -GAAP) Operating Earnings, page 89
1. We note the adjustments to reconcile GAAP net income attributable to common shareholders to adjusted non -GAAP operating earnings are presented net of income taxes. Please revise your disclosure in future filings to show income taxes as a separate
Duane M. DesParte Exelon Corporation July 6, 2017 Page 2
adjustme nt and clearly explain how the adjustment is determined. Please refer to Question 102.11 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016. Please note that this comment is also applicable to earnings releases filed on Form 8-K.
Item 8. Financial Statements and Supplementary Data
Combined Notes to Consolidated Financial Statements
1.Significant Accounting Policies
Asset Impairments (All Registrants), page 320
2. We note your disclosure that the amount of the impairment lo ss for assets held and used is determined by measuring the excess of the carrying amount of the long -lived asset or asset group over its fair value less costs to sell. Please tell us how your measurements of impairment losses for long -lived assets held an d used comply with ASC 360 -10-35-17.
19. Mezzanine Equity (Exelon, Generation and PHI), page 509
3. Please tell how the release of the redeemable noncontrolling interests contingency during the year ended December 31, 2016 is reflected in the consolidate d statements of changes in shareholders’ equity. Please refer to paragraph 16 of ASC 480 -10-S99-3A.
Form 10 -Q for Fiscal Quarter Ended March 31, 2017
4. We note you omitted the disclosure required by Item 308(c) of Regulation S -K. Please file an amendme nt containing the disclosure required by Item 308(c) of Regulation S -K.
Form 8 -K Filed February 8, 2017
5. Presenting full non -GAAP income statements when reconciling non -GAAP measures to the most directly comparable GAAP measures is inconsistent with the updated Compliance and Disclosure Interpretations issued on May 17, 2016. Please review this guidance when preparing your next earnings relea se.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or a bsence of action by the staff.
Duane M. DesParte Exelon Corporation July 6, 2017 Page 3
You may contact Yolanda Guobadia at (202) 551 -3562 or me at (202) 551 -3344 if you have questions regarding comments on the financial statements and related matters. Please contact Katherine Bagley at (202) 551 -2545 or Mara Ransom at (202) 551 -3264 with any other questions.
Sincerely,
/s/ William H. Thompson
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Mail Stop 3561 July 6 , 2017 Duane M. DesParte Senior 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 Fiscal Year Ended December 31, 2016 Filed February 13 , 2017 Form 10 -Q for Fiscal Quarter Ended March 31, 2017 Filed May 3, 2017 Form 8 -K Filed February 8, 2017 File No. 1-16169 Dear Mr. Desparte : We have reviewed your filing s and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for Fiscal Year Ended December 31, 2016 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Financial Results of Operations Adjusted (non -GAAP) Operating Earnings, page 89 1. We note the adjustments to reconcile GAAP net income attributable to common shareholders to adjusted non -GAAP operating earnings are presented net of income taxes. Please revise your disclosure in future filings to show income taxes as a separate Duane M. DesParte Exelon Corporation July 6, 2017 Page 2 adjustme nt and clearly explain how the adjustment is determined. Please refer to Question 102.11 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016. Please note that this comment is also applicable to earnings releases filed on Form 8-K. Item 8. Financial Statements and Supplementary Data Combined Notes to Consolidated Financial Statements 1.Significant Accounting Policies Asset Impairments (All Registrants), page 320 2. We note your disclosure that the amount of the impairment lo ss for assets held and used is determined by measuring the excess of the carrying amount of the long -lived asset or asset group over its fair value less costs to sell. Please tell us how your measurements of impairment losses for long -lived assets held an d used comply with ASC 360 -10-35-17. 19. Mezzanine Equity (Exelon, Generation and PHI), page 509 3. Please tell how the release of the redeemable noncontrolling interests contingency during the year ended December 31, 2016 is reflected in the consolidate d statements of changes in shareholders’ equity. Please refer to paragraph 16 of ASC 480 -10-S99-3A. Form 10 -Q for Fiscal Quarter Ended March 31, 2017 4. We note you omitted the disclosure required by Item 308(c) of Regulation S -K. Please file an amendme nt containing the disclosure required by Item 308(c) of Regulation S -K. Form 8 -K Filed February 8, 2017 5. Presenting full non -GAAP income statements when reconciling non -GAAP measures to the most directly comparable GAAP measures is inconsistent with the updated Compliance and Disclosure Interpretations issued on May 17, 2016. Please review this guidance when preparing your next earnings relea se. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or a bsence of action by the staff. Duane M. DesParte Exelon Corporation July 6, 2017 Page 3 You may contact Yolanda Guobadia at (202) 551 -3562 or me at (202) 551 -3344 if you have questions regarding comments on the financial statements and related matters. Please contact Katherine Bagley at (202) 551 -2545 or Mara Ransom at (202) 551 -3264 with any other questions. Sincerely, /s/ William H. Thompson William H. Thompson Accounting Branch Chief Office of Consumer Products