Pennsylvania10 South Dearborn StreetP.O. Box 805379ChicagoIllinois60680-5379(800)483-3220Pennsylvania1310 Point StreetBaltimoreMaryland21231(800)483-3220Pennsylvania300 Exelon WayKennett SquarePennsylvania19348-2473(610)765-5959☐000110935700018682750001168165False00011093572022-01-062022-01-060001109357exc:ConstellationEnergyCoMember2022-01-062022-01-060001109357exc:ExelonGenerationCoLLCMember2022-01-062022-01-06

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 6, 2022
Date of Report (Date of earliest event reported)
Commission
File Number 		Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identification Number
001-16169 EXELON CORPORATION 23-2990190
(a Pennsylvania corporation)
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680-5379
(800) 483-3220
001-41137 CONSTELLATION ENERGY CORPORATION 87-1210716
(a Pennsylvania corporation)
1310 Point Street
Baltimore, Maryland 21231
(800) 483-3220
333-85496 EXELON GENERATION COMPANY, LLC 23-3064219
(a Pennsylvania limited liability company)
300 Exelon Way
Kennett Square, Pennsylvania 19348-2473
(610) 765-5959

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
EXELON CORPORATION:
Common Stock, without par value EXC The Nasdaq Stock Market LLC
CONSTELLATION ENERGY CORPORATION:
Common Stock, without par value CEG The Nasdaq Stock Market LLC

Indicate by check mark whether any of the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if any of the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Section 8 - Other Events
Item 8.01. Other Events.

On January 6, 2022, the Exelon Corporation (“Exelon”) board of directors set the record and distribution dates for the distribution to Exelon’s shareholders of all of the outstanding shares of common stock of Constellation Energy Corporation (“Constellation”), the entity which will own the competitive power generation and customer-facing retail energy business currently conducted by Exelon Generation Company, LLC ("Generation") once the previously announced separation of such businesses from Exelon’s six regulated electric and gas utilities business occurs.

The Exelon board of directors declared a pro rata dividend of Constellation common stock to be made effective at 12:01 a.m., Eastern Time, on February 1, 2022 (the “Distribution Date”), to Exelon’s shareholders of record as of 5:00 p.m., Eastern Time, on January 20, 2022 (the “Record Date”). On the Distribution Date, each Exelon shareholder of record as of the Record Date will receive a distribution of one share of Constellation common stock for every three shares of common stock of Exelon that the shareholder holds on the Record Date. Exelon shareholders will receive cash in lieu of fractional shares of Constellation common stock. The Distribution is subject to the satisfaction or waiver of certain conditions, which are described in Constellation’s Form 10 Registration Statement that was declared effective by the U.S. Securities and Exchange Commission on December 29, 2021.


Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits

(d)    Exhibits.
Exhibit No. Description
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

* * * * *
This combined Current Report on Form 8-K is being furnished separately by Exelon Corporation, Constellation Energy Corporation, and Exelon Generation Company, LLC (Registrants). Information contained herein relating to any individual Registrant has been furnished by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.

This Current Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties, including, among others, those related to the timing, manner, tax-free nature and expected benefits associated with the potential separation of Exelon’s competitive power generation, and customer-facing energy business from its six regulated electric and gas utilities. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements.

The factors that could cause actual results to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein as well as the items discussed in (1) Exelon’s and Generation's 2020 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies; (2) Exelon's and Generation’s Third Quarter 2021 Quarterly Report on Form 10-Q in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 15, Commitments and Contingencies; (3) Risk Factors in Constellation's Form 10 Registration Statement; and (4) other factors discussed in filings with the Securities and Exchange Commission by the Registrants.

Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this Current Report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Current Report.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EXELON CORPORATION
/s/ Carter Culver
Carter Culver
Assistant Secretary
Exelon Corporation
CONSTELLATION ENERGY CORPORATION
/s/ Carter Culver
Carter Culver
Assistant Secretary
Constellation Energy Corporation
EXELON GENERATION COMPANY, LLC
/s/ Carter Culver
Carter Culver
Assistant Secretary
Exelon Generation Company, LLC
January 6, 2022



EXHIBIT INDEX
Exhibit No. Description
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.