SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/15 Pepco Holdings LLC 10-K 12/31/14 176:38M Donnelley … Solutions/FA Atlantic City Electric Co Delmarva Power & Light Co/DE Potomac Electric Power Co |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 3.18M 37: 10-K Courtesy Copy -- d828307d10k1 PDF 2.59M 2: EX-4.4 Instrument Defining the Rights of Security Holders HTML 163K 3: EX-10.14 Material Contract HTML 103K 4: EX-10.19.1 Material Contract HTML 58K 5: EX-10.21.2 Material Contract HTML 58K 6: EX-10.42 Material Contract HTML 94K 7: EX-10.44 Material Contract HTML 125K 8: EX-10.51 Material Contract HTML 74K 13: EX-21 Subsidiaries List HTML 62K 14: EX-23.1 Consent of Experts or Counsel HTML 53K 15: EX-23.2 Consent of Experts or Counsel HTML 52K 16: EX-23.3 Consent of Experts or Counsel HTML 52K 17: EX-23.4 Consent of Experts or Counsel HTML 52K 30: EX-99 Miscellaneous Exhibit HTML 65K 9: EX-12.1 Statement re: Computation of Ratios HTML 73K 10: EX-12.2 Statement re: Computation of Ratios HTML 72K 11: EX-12.3 Statement re: Computation of Ratios HTML 72K 12: EX-12.4 Statement re: Computation of Ratios HTML 72K 18: EX-31.1 Certification -- §302 - SOA'02 HTML 58K 19: EX-31.2 Certification -- §302 - SOA'02 HTML 58K 20: EX-31.3 Certification -- §302 - SOA'02 HTML 58K 21: EX-31.4 Certification -- §302 - SOA'02 HTML 58K 22: EX-31.5 Certification -- §302 - SOA'02 HTML 58K 23: EX-31.6 Certification -- §302 - SOA'02 HTML 58K 24: EX-31.7 Certification -- §302 - SOA'02 HTML 58K 25: EX-31.8 Certification -- §302 - SOA'02 HTML 58K 26: EX-32.1 Certification -- §906 - SOA'02 HTML 55K 27: EX-32.2 Certification -- §906 - SOA'02 HTML 55K 28: EX-32.3 Certification -- §906 - SOA'02 HTML 55K 29: EX-32.4 Certification -- §906 - SOA'02 HTML 55K 126: R1 Document and Entity Information HTML 102K 98: R2 Consolidated Statements of Income (Loss) HTML 252K 118: R3 Consolidated Statements of Comprehensive Income HTML 87K (Loss) 131: R4 Consolidated Balance Sheets HTML 389K 161: R5 Consolidated Balance Sheets (Parenthetical) HTML 94K 103: R6 Consolidated Statements of Cash Flows HTML 364K 117: R7 Consolidated Statements of Cash Flows HTML 64K (Parenthetical) 90: R8 Consolidated Statements of Equity HTML 226K 77: R9 Consolidated Statements of Equity (Parenthetical) HTML 61K 163: R10 Organization HTML 113K 133: R11 Significant Accounting Policies HTML 178K 132: R12 Newly Adopted Accounting Standards HTML 71K 140: R13 Recently Issued Accounting Standards, Not Yet HTML 74K Adopted 141: R14 Segment Information HTML 102K 137: R15 Goodwill HTML 62K 142: R16 Regulatory Matters HTML 285K 119: R17 Property, Plant and Equipment HTML 140K 128: R18 Pension and Other Postretirement Benefits HTML 255K 135: R19 Debt HTML 240K 175: R20 Income Taxes HTML 279K 153: R21 Stock-Based Compensation, Dividend Restrictions, HTML 125K and Calculations of Earnings Per Share of Common Stock 110: R22 Preferred Stock HTML 60K 134: R23 Derivative Instruments and Hedging Activities HTML 122K 114: R24 Fair Value Disclosures HTML 297K 66: R25 Commitments and Contingencies HTML 195K 155: R26 Variable Interest Entities HTML 79K 168: R27 Accumulated Other Comprehensive Loss HTML 77K 84: R28 Quarterly Financial Information HTML 143K 83: R29 Discontinued Operations HTML 98K 88: R30 Related Party Transactions HTML 86K 89: R31 Schedule I HTML 149K 91: R32 Schedule II HTML 89K 50: R33 Significant Accounting Policies (Policies) HTML 314K 151: R34 Significant Accounting Policies (Tables) HTML 62K 107: R35 Segment Information (Tables) HTML 91K 111: R36 Regulatory Matters (Tables) HTML 110K 71: R37 Property, Plant and Equipment (Tables) HTML 129K 174: R38 Pension and Other Postretirement Benefits (Tables) HTML 248K 38: R39 Debt (Tables) HTML 185K 95: R40 Income Taxes (Tables) HTML 251K 159: R41 Stock-Based Compensation, Dividend Restrictions, HTML 115K and Calculations of Earnings Per Share of Common Stock (Tables) 68: R42 Derivative Instruments and Hedging Activities HTML 113K (Tables) 82: R43 Fair Value Disclosures (Tables) HTML 278K 87: R44 Commitments and Contingencies (Tables) HTML 98K 99: R45 Accumulated Other Comprehensive Loss (Tables) HTML 74K 49: R46 Quarterly Financial Information (Tables) HTML 140K 76: R47 Discontinued Operations (Tables) HTML 89K 41: R48 Related Party Transactions (Tables) HTML 80K 157: R49 Organization - Additional Information (Detail) HTML 193K 67: R50 Significant Accounting Policies - Additional HTML 174K Information (Detail) 152: R51 Significant Accounting Policies - Annual HTML 78K Depreciation Rates (Detail) 72: R52 Segment Information - Segment Financial HTML 166K Information for Continuing Operations (Detail) 96: R53 Segment Information - Segment Financial HTML 143K Information for Continuing Operations (Parenthetical) (Detail) 40: R54 Goodwill - Additional Information (Detail) HTML 63K 46: R55 Regulatory Matters - Schedule of Regulatory Assets HTML 184K and Regulatory Liabilities (Detail) 86: R56 Regulatory Matters - Additional Information HTML 521K (Detail) 57: R57 Regulatory Matters - Schedule of Current Base Rate HTML 78K Approval to Increase Annual Revenue (Detail) 164: R58 Property, Plant and Equipment - Schedule of HTML 172K Property, Plant and Equipment (Detail) 105: R59 Property, Plant and Equipment - Additional HTML 136K Information (Detail) 138: R60 Property, Plant and Equipment - Capital Lease HTML 93K Assets Recorded within Property, Plant and Equipment (Detail) 75: R61 Pension and Other Postretirement Benefits - HTML 126K Schedule of Changes in Benefit Obligations and Plan Assets (Detail) 79: R62 Pension and Other Postretirement Benefits - HTML 172K Additional Information (Detail) 148: R63 Pension and Other Postretirement Benefits - HTML 98K Amounts Recognized in Consolidated Balance Sheets (Detail) 143: R64 Pension and Other Postretirement Benefits - HTML 89K Schedule of Amounts Included in AOCL and Regulatory Assets (Detail) 109: R65 Pension and Other Postretirement Benefits - HTML 63K Schedule of Amounts Included in AOCL and Regulatory Assets (Parenthetical) (Detail) 146: R66 Pension and Other Postretirement Benefits - HTML 90K Changes in Plan Assets and Benefit Obligations Recognized in AOCL and Regulatory Assets (Detail) 73: R67 Pension and Other Postretirement Benefits - HTML 99K Components of Net Periodic Benefit Costs (Detail) 115: R68 Pension and Other Postretirement Benefits - Split HTML 71K of Combined Pension and Other Postretirement Net Periodic Benefit Costs (Detail) 167: R69 Pension and Other Postretirement Benefits - HTML 81K Weighted Average Assumptions Used to Determine Benefit Obligations (Detail) 44: R70 Pension and Other Postretirement Benefits - HTML 65K Summary of Effect of One Percent Change in Assumed Health Care Cost (Detail) 65: R71 Pension and Other Postretirement Benefits - HTML 83K Weighted Average Assumptions Used to Determine Net Periodic Benefit Costs (Detail) 97: R72 Pension and Other Postretirement Benefits - HTML 60K Weighted Average Assumptions Used to Determine Net Periodic Benefit Costs (Parenthetical) (Detail) 55: R73 Pension and Other Postretirement Benefits - HTML 96K Summary of Plan Asset Allocations (Detail) 173: R74 Pension and Other Postretirement Benefits - HTML 167K Schedule of Fair Value of Plan Assets (Detail) 69: R75 Pension and Other Postretirement Benefits - HTML 56K Schedule of Fair Value of Plan Assets (Parenthetical) (Detail) 60: R76 Pension and Other Postretirement Benefits - HTML 117K Reconciliation of Fair Value Measurements Using Significant Unobservable Inputs (Detail) 64: R77 Pension and Other Postretirement Benefits - HTML 80K Schedule of Estimated Benefit Payments (Detail) 47: R78 Debt - Components of Long-Term Debt (Detail) HTML 576K 51: R79 Debt - Additional Information (Detail) HTML 443K 129: R80 Debt - Components of Short-Term Debt (Detail) HTML 81K 62: R81 Income Taxes - Provision for Consolidated Income HTML 150K Taxes from Continuing Operations (Detail) 165: R82 Income Taxes - Reconciliation of Consolidated HTML 208K Income Tax Expense from Continuing Operations (Detail) 92: R83 Income Taxes - Additional Information (Detail) HTML 158K 136: R84 Income Taxes - Components of Consolidated Deferred HTML 133K Tax Liabilities (Assets) (Detail) 145: R85 Income Taxes - Components of Consolidated Deferred HTML 57K Tax Liabilities (Assets) (Parenthetical) (Detail) 61: R86 Income Taxes - Reconciliation of Beginning and HTML 102K Ending Balances of Unrecognized Tax Benefits (Detail) 63: R87 Income Taxes - Other Taxes (Detail) HTML 91K 162: R88 Stock-Based Compensation, Dividend Restrictions, HTML 129K and Calculations of Earnings Per Share of Common Stock - Additional Information (Detail) 56: R89 Stock-Based Compensation, Dividend Restrictions, HTML 109K and Calculations of Earnings Per Share of Common Stock - Schedule of Restricted Stock and Restricted Stock Units (Detail) 130: R90 Stock-Based Compensation, Dividend Restrictions, HTML 65K and Calculations of Earnings Per Share of Common Stock - Schedule of Restricted Stock and Restricted Stock Units (Parenthetical) (Detail) 122: R91 Stock-Based Compensation, Dividend Restrictions, HTML 73K and Calculations of Earnings Per Share of Common Stock - Weighted Average Grant Date Fair Value Per Share (Detail) 149: R92 Stock-Based Compensation, Dividend Restrictions, HTML 67K and Calculations of Earnings Per Share of Common Stock - Dividends Received from Subsidiaries (Detail) 121: R93 Stock-Based Compensation, Dividend Restrictions, HTML 122K and Calculations of Earnings Per Share of Common Stock - Calculation of Earnings Per Share of Common Stock (Detail) 104: R94 Stock-Based Compensation, Dividend Restrictions, HTML 59K and Calculations of Earnings Per Share of Common Stock - Calculation of Earnings Per Share of Common Stock (Parenthetical) (Detail) 156: R95 Stock-Based Compensation, Dividend Restrictions, HTML 69K and Calculations of Earnings Per Share of Common Stock - Common Stock Reserved and Unissued (Detail) 100: R96 Preferred Stock - Additional Information (Detail) HTML 97K 70: R97 Derivative Instruments and Hedging Activities - HTML 89K Fair Values of Derivative Instruments by Balance Sheet Location (Detail) 112: R98 Derivative Instruments and Hedging Activities - HTML 63K Schedule of Cash Collateral Offset Against Derivative Positions (Detail) 106: R99 Derivative Instruments and Hedging Activities - HTML 65K Cash Flow Hedges Included in Accumulated Other Comprehensive Loss (Detail) 85: R100 Derivative Instruments and Hedging Activities - HTML 66K Net Unrealized and Realized Derivative Gains (Losses) Deferred as Regulatory Liabilities and Regulatory Assets (Detail) 176: R101 Derivative Instruments and Hedging Activities - HTML 64K Net Outstanding Commodity Forward Contracts That Did Not Qualify For Hedge Accounting (Detail) 147: R102 Fair Value Disclosures - Fair Value of Financial HTML 202K Assets and Liabilities Measured on Recurring Basis (Detail) 120: R103 Fair Value Disclosures - Reconciliations of Fair HTML 138K Value Measurements Using Significant Unobservable Inputs (Level 3) (Detail) 48: R104 Fair Value Disclosures - Gains on Level 3 HTML 66K Instruments Included in Income (Detail) 158: R105 Fair Value Disclosures - Fair Value of Financial HTML 107K Liabilities Measured on Recurring Basis (Detail) 166: R106 Fair Value Disclosures - Fair Value of Financial HTML 71K Liabilities Measured on Recurring Basis (Parenthetical) (Detail) 160: R107 Commitments and Contingencies - Retained HTML 97K Environmental Exposures - Additional Information (Detail) 116: R108 Commitments and Contingencies - Schedule of HTML 119K Accrued Liabilities for Environmental Exposures (Detail) 58: R109 Commitments and Contingencies - Environmental HTML 112K Matters - Additional Information (Detail) 139: R110 Commitments and Contingencies - Schedule of HTML 72K Commitments and Obligations (Detail) 74: R111 Commitments and Contingencies - Schedule of HTML 76K Commitments and Obligations (Parenthetical) (Detail) 39: R112 Commitments and Contingencies - Tax Legislation, HTML 155K Guarantees, Indemnifications, and Performance Contracts - Additional Information (Detail) 102: R113 Variable Interest Entities - Additional HTML 106K Information (Detail) 94: R114 Accumulated Other Comprehensive Loss - Schedule of HTML 99K Components of Other Comprehensive Loss (Detail) 154: R115 Quarterly Financial Information - Schedule of HTML 222K Quarterly Financial Information (Detail) 78: R116 Quarterly Financial Information - Schedule of HTML 94K Quarterly Financial Information (Parenthetical) (Detail) 170: R117 Discontinued Operations - Income (Loss) from HTML 69K Discontinued Operations, Net of Income Taxes (Detail) 52: R118 Discontinued Operations - Additional Information HTML 136K (Detail) 125: R119 Discontinued Operations - Operating Results for HTML 84K Cross-Border Energy Lease Investments (Detail) 144: R120 Discontinued Operations - Operating Results for HTML 63K Cross-Border Energy Lease Investments (Parenthetical) (Detail) 42: R121 Discontinued Operations - Operating Results for HTML 76K Retail Electric and Natural Gas Supply Businesses (Detail) 123: R122 Discontinued Operations - Operating Results for HTML 64K Retail Electric and Natural Gas Supply Businesses (Parenthetical) (Detail) 113: R123 Discontinued Operations - Derivative Gain (Loss) HTML 64K for Retail Electric and Natural Gas Supply Businesses (Detail) 45: R124 Segment Information - Additional Information HTML 62K (Detail) 127: R125 Related Party Transactions - Additional HTML 71K Information (Detail) 172: R126 Related Party Transactions - Schedule of Related HTML 78K Party Transactions Included in Balance Sheet (Detail) 53: R127 Related Party Transactions - Schedule of Related HTML 70K Party Transactions Included in Income Statement (Detail) 80: R128 Schedule I - Condensed Financial Information of HTML 186K Parent Company (Statements of Income (Loss)) (Detail) 150: R129 Schedule I - Condensed Financial Information of HTML 177K Parent Company (Balance Sheets) (Detail) 171: R130 Schedule I - Condensed Financial Information of HTML 82K Parent Company (Balance Sheets) (Parenthetical) (Detail) 108: R131 Schedule I - Condensed Financial Information of HTML 166K Parent Company (Statements of Cash Flows) (Detail) 124: R132 Schedule I - Condensed Financial Information of HTML 76K Parent Company - Additional Information (Detail) 54: R133 Schedule I - Condensed Financial Information of HTML 73K Parent Company - Investment in Consolidated Companies (Detail) 59: R134 Schedule I - Condensed Financial Information of HTML 75K Parent Company - Related Party Transactions (Detail) 101: R135 Schedule II - Valuation and Qualifying Accounts HTML 96K (Detail) 169: XML IDEA XML File -- Filing Summary XML 282K 43: EXCEL IDEA Workbook of Financial Reports XLSX 931K 81: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 5.43M 31: EX-101.INS XBRL Instance -- pom-20141231 XML 8.56M 33: EX-101.CAL XBRL Calculations -- pom-20141231_cal XML 535K 34: EX-101.DEF XBRL Definitions -- pom-20141231_def XML 2.53M 35: EX-101.LAB XBRL Labels -- pom-20141231_lab XML 3.13M 36: EX-101.PRE XBRL Presentations -- pom-20141231_pre XML 2.93M 32: EX-101.SCH XBRL Schema -- pom-20141231 XSD 531K 93: ZIP XBRL Zipped Folder -- 0001193125-15-066324-xbrl Zip 751K
EX-10.21.2 |
Exhibit 10.21.2
SECOND AMENDMENT TO THE
PEPCO HOLDINGS, INC.
2012 LONG-TERM INCENTIVE PLAN
This Second Amendment (this “Second Amendment”) to the Pepco Holdings, Inc. 2012 Long-Term Incentive Plan, as amended (the “Plan”) is made by PEPCO HOLDINGS, INC., a Delaware corporation (the “Company”), effective as of the closing of the merger with Exelon Corporation (the “Amendment Effective Date”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Plan.
WHEREAS, the Plan was originally established by the Company and approved by the stockholders of the Company effective as of May 18, 2012, and was amended effective March 28, 2014; and
WHEREAS, Section 16 of the Plan provides that the Board may amend the Plan at any time, subject to certain exceptions; and
WHEREAS, the Company has entered into an Amended and Restated Agreement and Plan of Merger, dated July 18, 2014 (the “Merger Agreement”), by and among the Company, Exelon Corporation, a Pennsylvania corporation (“Exelon”), and Purple Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Exelon (“Merger Sub”), providing for the merger of Merger Sub with and into the Company, (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Exelon, which was approved by the stockholders of the Company at a special meeting held on September 23, 2014; and
WHEREAS, Section 4.3 of the Merger Agreement sets forth provisions for the settlement of Awards that are outstanding as of the effective time of the Merger; and
WHEREAS, the Compensation/Human Resources Committee of the Board has recommended, and the Board has determined, that it is in the best interests of the Company to amend the Plan as set forth herein to give effect to the provisions of Section 4.3 of the Merger Agreement.
NOW, THEREFORE, BE IT RESOLVED, that, pursuant to Section 16 of the Plan, the provisions of the Plan and each Award outstanding under the Plan as of the Amendment Effective Date (collectively, the “Outstanding Awards”), are hereby deemed amended to the extent required to permit each such Outstanding Award to be settled in accordance with the terms set forth in Section 4.3 of the Merger Agreement; and be it
FURTHER RESOLVED, that, effective as of the Amendment Effective Date, each reference in the Plan to “this Plan”, “hereunder”, “hereof” or words of like import referring to the Plan, shall mean and be a reference to the Plan, as amended by this Second Amendment; and be it
FURTHER RESOLVED, that, effective as of the Amendment Effective Date, the amendment to the Plan as provided in this Second Amendment shall (i) apply to and be binding upon each Participant with respect to any and all Outstanding Awards granted to such Participant, and (ii) be deemed to supersede any conflicting provision contained in any agreement with respect to an Outstanding Award.
[Signature page appears on following page]
-2-
IN WITNESS THEREOF, the Company has caused this Second Amendment to be signed this 26th day of February, 2015.
ATTEST: | Pepco Holdings, Inc. | |||||||
By: | /s/ JANE K. STORERO |
By: | /s/ JOSEPH M. RIGBY | |||||
Jane K. Storero | Joseph M. Rigby | |||||||
Secretary | Chairman of the Board, President and Chief Executive Officer |
-3-
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 2/27/15 | 8-K | ||
Filed on: | 2/26/15 | 4, 8-K, S-8 POS | ||
For Period end: | 12/31/14 | 10-K/A, 11-K, 4, ARS | ||
9/23/14 | 8-K | |||
7/18/14 | 8-K | |||
3/28/14 | ||||
5/18/12 | 4, 4/A, 8-K, DEF 14A, S-8 | |||
List all Filings |