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25-May-2012
Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The historical audited consolidated financial statements of Constellation and BGE as of December 31, 2011 and 2010, and for each of the three years in the period ended December 31, 2011 are attached as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined consolidated financial statements and explanatory notes relating to Exelon's acquisition of Constellation and Exelon's subsequent contribution to Exelon Generation Company, LLC (Generation) of certain subsidiaries, including the generation and customer supply businesses that were acquired from Constellation, are attached as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(d) Exhibits.
Exhibit No. Description
23.1 Consents of PricewaterhouseCoopers LLP.
99.1 Audited consolidated financial statements of Constellation and
BGE as of December 31, 2011 and 2010, and for each of the three
years in the period ended December 31, 2011.
99.2 Unaudited pro forma condensed combined consolidated financial
statements and explanatory notes for the year in the period ended
December 31, 2011 and the quarterly period ended March 31, 2012.
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This Current Report is being furnished separately by Exelon and Generation (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 includes certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, that are
subject to risks and uncertainties. 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 2011 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors,
(b) ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations and (c) ITEM 8. Financial Statements and Supplementary
Data: Note 18; (2) Constellation's 2011 Annual Report on Form 10-K in
(a) ITEM 1A. Risk Factors, (b) ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations and (c) ITEM 8. Financial
Statements and Supplementary Data: Note 12; (3) the Registrants' First Quarter
2012 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A.
Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial
Statements: Note 15; and (4) other factors discussed in filings with the SEC by
the Registrants. Readers are cautioned not to place undue reliance on these
forward-looking statements, which apply only as of the date of this Current
Report. Neither 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.
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