UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 24, 2011

Date of Report (Date of earliest event reported)

 

Commission File Number		Exact Name of Registrant as Specified in Its Charter; State of Incorporation;  Address of Principal Executive Offices; and Telephone Number		IRS Employer Identification Number
1-16169		EXELON CORPORATION (a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (312) 394-7398		23-2990190
333-85496		EXELON GENERATION COMPANY, LLC (a Pennsylvania limited liability company) 300 Exelon Way Kennett Square, Pennsylvania 19348-2473 (610) 765-5959		23-3064219

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))

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Section 8 – Other Events

Item 8.01 Other Events.

As previously disclosed, on May 11, 2011, Exelon Generation Company, LLC (Generation), a wholly owned subsidiary of Exelon, entered into a Purchase Agreement (the “Purchase Agreement”), under which Generation agreed to purchase Wolf Hollow, a combined-cycle natural gas-fired power plant in north Texas, from Sequent Wolf Hollow, LLC, for $305 million, as adjusted for working capital. The transaction adds 720 megawatts (MW) of clean energy to Exelon’s fleet in the competitive Electric Reliability Council of Texas (ERCOT) power market.

On August 24, 2011, Generation completed the acquisition of Wolf Hollow. Attached as Exhibit 99.1 is Exelon’s press release announcing the completion of the acquisition of Wolf Hollow.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
99.1		Press Release

 

* * * * *

This combined Form 8-K 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 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 these forward-looking statements include those discussed herein as well as those discussed in (1) Exelon’s 2010 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) Exelon’s Second Quarter 2011 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors, (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 13; and (3) other factors discussed in filings with the Securities and Exchange Commission 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. The Registrants do not undertake 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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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.

 

August 25, 2011

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release

Exhibit 99.1

 

 

Contact:		Judy Rader		FOR IMMEDIATE RELEASE
		Corporate Communications
		312-394-7417

Exelon Completes Acquisition of Wolf Hollow Power Plant in Texas

Successful transaction builds on Exelon’s $5 billion investment in affordable clean energy projects

CHICAGO (Aug. 25, 2011) – Exelon Corporation today announced that it has completed its previously announced acquisition of Wolf Hollow, a combined-cycle natural gas-fired power plant, adding 720 megawatts of clean energy to Exelon Generation’s portfolio in the competitive Electric Reliability Council of Texas (ERCOT) power market.

The acquisition of Wolf Hollow builds on Exelon’s plans to invest nearly $5 billion in cost-effective, clean energy projects over six years, as part of the company’s Exelon 2020 strategy to eliminate the equivalent of its 2001 carbon footprint.

“The purchase of Wolf Hollow is another step in growing Exelon’s clean energy portfolio, an increasingly valuable asset as forthcoming EPA clean air rules spur a transition to a cleaner, lower-emission energy supply,” said John W. Rowe, Exelon chairman and CEO. “The addition of this natural gas-fired plant also expands our fleet in the flourishing Texas power market, demonstrating Exelon’s continued commitment to clean energy in competitive markets.”

The purchase price for Wolf Hollow is $305 million, as adjusted for working capital. Exelon expects the transaction will be accretive to free cash flow beginning in 2012 and will generate long-term value by adding an efficient combined-cycle natural gas-fired plant to Exelon’s ERCOT portfolio. The acquisition also eliminated an existing power purchase agreement between Exelon and Wolf Hollow to purchase 350 MW of output through 2023 at above current observable market power prices.

Wolf Hollow also enhances Exelon Generation’s strong and growing fleet in Texas, which now includes a total capacity of 3,132 megawatts at multiple plants. Barclays Capital acted as financial advisor to Exelon, and Jackson Walker acted as Exelon’s legal counsel.

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Exelon Corporation is one of the nation’s largest electric utilities with more than $18 billion in annual revenues. The company has one of the industry’s largest portfolios of electricity generation capacity, with a nationwide reach and strong positions in the Midwest and Mid-Atlantic. Exelon distributes electricity to approximately 5.4 million customers in northern Illinois and southeastern Pennsylvania and natural gas to approximately 490,000 customers in the Philadelphia area. Exelon is headquartered in Chicago and trades on the NYSE under the ticker EXC.

Forward Looking Statements

 

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This press release includes 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 these forward-looking statements include those discussed herein as well as those discussed in (1) Exelon’s 2010 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) Exelon’s Second Quarter 2011 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors, (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I , Financial Information, ITEM 1. Financial Statements: Note 13 and (3) other factors discussed in filings with the Securities and Exchange Commission (SEC) by Exelon Corporation and Exelon Generation Company, LLC (the Companies). Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this press release. Neither of the Companies undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this press release.