8-KRegulation FDExhibits & Filings

EXELON CORP 8-K Report, Regulation FD Disclosure (Nov 4, 2011)

Filed November 4, 2011For Securities:EXC

Summary

Exelon Corporation (EXC) filed this 8-K on November 4, 2011, primarily to announce its participation in the Edison Electric Institute Financial Conference scheduled for November 7-8, 2011. The key takeaway for investors is the inclusion of updated adjusted (non-GAAP) operating earnings guidance for 2011, which will be presented at the conference. This filing serves as a means to disseminate this material, forward-looking information to the public. The report also prominently features extensive cautionary statements regarding forward-looking information. A significant portion of this is dedicated to the proposed merger between Exelon and Constellation Energy Group, Inc. Investors should note the detailed discussion of risks and uncertainties associated with this merger, including regulatory approvals, shareholder approvals, integration challenges, potential synergies, and various other factors that could impact the combined company's future performance.

Key Highlights

  • 1Exelon Corporation participated in the Edison Electric Institute Financial Conference on November 7-8, 2011.
  • 2Updated adjusted (non-GAAP) operating earnings guidance for 2011 was provided at the conference.
  • 3The filing includes detailed cautionary statements regarding forward-looking information, particularly concerning the proposed merger with Constellation Energy Group, Inc.
  • 4Risks related to the merger include obtaining regulatory and shareholder approvals, integration challenges, and potential impacts on financial and operating performance.
  • 5Investors are urged to review the definitive joint proxy statement/prospectus filed with the SEC concerning the Exelon-Constellation merger for comprehensive information.
  • 6The report references Exelon's and Constellation's SEC filings for further details on risks and financial information.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform the public that Exelon Corporation will be participating in the Edison Electric Institute Financial Conference and to provide access to the presentation materials, which include updated adjusted (non-GAAP) operating earnings guidance for 2011.

The filing indicates that updated adjusted (non-GAAP) operating earnings guidance for the fiscal year 2011 is being provided at the Edison Electric Institute Financial Conference. Specific figures would be found in the attached presentation slides (Exhibit 99.1).

The filing highlights several key risks, including the possibility of not obtaining necessary shareholder or regulatory approvals, delays or unfavorable conditions imposed by regulators, difficulties in integrating the two businesses, failure to achieve expected cost-cutting synergies, unexpected merger costs or liabilities, and potential adverse impacts from future regulatory or legislative actions in the energy industry.

Investors are strongly encouraged to read the definitive joint proxy statement/prospectus that Exelon filed with the SEC and was declared effective on October 11, 2011. This document, along with other filings available on the SEC's website (www.sec.gov), contains important information about both companies and the proposed merger.