UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U5S
Amendment No. 1
ANNUAL REPORT
For the Year Ended December 31, 2000
Filed pursuant to the Public Utility Holding Company Act of 1935 by
EXELON CORPORATION
10 South Dearborn Street
37th Floor
Chicago, Illinois 60603
PECO ENERGY POWER COMPANY
2301 Market Street
Philadelphia, Pennsylvania 19101
Glossary of Defined Terms
ComEd Commonwealth Edison Company
Commission Securities and Exchange Commission
Exelon Enterprises Exelon Enterprises Company, LLC
Exelon Exelon Corporation
Exelon Generation Exelon Generation Company, LLC
Financing U-1 The Form U-1 Application/Declaration filed by Exelon
Corporation in File No. 70-9693
Merger U-1 The Form U-1 Application/Declaration filed by Exelon
Corporation in File No. 70-9645
N/A Not applicable or not available
PECO PECO Energy Company
PEPCO PECO Energy Power Company
SECO Susquehanna Electric Company
Unicom Unicom Corporation
Amendment No. 1 to the Form U5S amends and restates the Form U5S filed by Exelon
on May 1, 2001, in its entirety. The filing incorporates information previously
filed and additional information that was unavailable at the time of the initial
filing.
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN.
The Corporate structure shown is as of April 18, 2001, reflecting corporate
restructuring undertaken between January 1, 2001 and April 18, 2001. Owner's
book value is as of December 31, 2000. This item has been updated to reflect the
effects of the restructuring.
Name of Company Number of Common % Voting Power Owner's Book
Shares Owned Value ($000)
----------------------------------------------------------------------------------------------------------
Exelon Corporation 100%
(Affordable Housing Investments) 92,082
Boston Financial Institutional Tax Credit Fund X - 11%
Related Corporate Partners IV, L.P. - less than 5%
Boston Financial Institutional Tax Credit Fund XIX - 14%
Related Corporate Partners XII, L.P. - 36%
Boston Financial Institutional Tax Credit Fund XIV - 44%
Boston Financial Institutional Tax Credit Fund XXI - 27%
Related Corporate Partners XIV, L.P. - 16%
Summit Corporate Tax Credit Fund II - 33%
USA Institutional Tax Credit Fund XXII - 30%
Exelon Energy Delivery Company, LLC 100%
Commonwealth Edison Company 128,033,227 less than 100% 5,691,907
Commonwealth Edison Company of Indiana, Inc. 1,108,084 100% 30,918
ComEd Financing I - 100% 15,631
ComEd Financing II - 100% 14,515
ComEd Funding, LLC - 100% 86,536
ComEd Transitional Funding Trust - 100% N/A
Commonwealth Research Corporation 200 100% 200
Edison Development Company 741 100% 16,586
Edison Development Canada Inc. 2,600 100% 5,499
Edison Finance Partnership - 100% N/A
PECO Energy Company 170,478,507 100% 172,918
PECO Energy Capital Corp. 1,000 100% 17,640
PECO Energy Capital, LP 3% 13,968
PECO Energy Capital Trust II 100% N/A
PECO Energy Capital Trust III 100% N/A
PECO Energy Transition Trust 100% 149,901
ExTel, LLC 100% (229,504)
PECO Finance 99% PECO; (227,208)
1% Extel (2,295)
ATNP Finance Company 100% 4,324,366
PEC Financial Services, LLC 100% 12,918
Adwin Realty Company 1,000 100% 22,628
Ambassador II Joint Venture 50% N/A
Bradford Associates 50% N/A
Franklin Town Towers Associates 50% N/A
Henderson Ambassador Associates 50% N/A
Riverwatch 100% N/A
Route 724 100% N/A
Signa 100% N/A
East Coast Natural Gas Cooperative, LLP 41.12% 360
Horizon Energy Company 1,000 100% N/A
Unicom Invesment Inc. 100 100%
Scherer Holdings 1, LLC - 100% 49,002
Scherer Holdings 2, LLC - 100% 24,992
Scherer Holdings 3, LLC - 100% 73,989
Spruce Holdings G.P. 2000, LLC - 100% 1,841
Spruce Holdings L.P. 2000, LLC - 100% 182,231
Spruce Equity Holdings, L.P. - 1% Spr GP; 184,072
99% Spr LP
Spruce Holdings Trust - 100% 184,072
Wansley Holdings 1, LLC - 100% 41,941
Wansley Holdings 2, LLC - 100% 21,387
Unicom Resources Inc. 100 100% (13,842)
Exelon Ventures Company, LLC 100%
Exelon Generation Company, LLC 100% 4,551,000
PECO Energy Power Company 984,000 100% 24,600
Susquehanna Power Company 1,273,000 100% 47,047
The proprietors of the Susquehanna Canal 100% N/A
Susquehanna Electric Company 1,000 100% 10,000
AmerGen Energy Company, LLC 50%
AmerGen Venture, LLC 100%
Exelon (Fossil) Holdings, Inc. 100%
Sithe Energies, Inc. 49.90%
Exelon Peaker Development General, LLC 100% N/A
Exelon Peaker Development Limited, LLC 100% N/A
ExTex LaPorte Limited Partnership 1% EP Gen N/A
99% EP Lim N/A
Concomber Ltd 100% 1,200
Exelon Enterprises Company, LLC 100 100% 625,500
Exelon Energy Company 100 100% (25,400)
Exelon Energy Ohio, Inc. 1,000 100% 13,483
AllEnergy Gas & Electric Marketing Company, LLC N/A 100% 19,253
Texas Ohio Gas, Inc. 100% (1,611)
Exelon Services, Inc. 100 100% 9,477
Systems Engineering and Management Corporation, Inc 874 100% 7,134
Unicom Power Holdings, Inc. 100 100% (20,244)
Unicom Power Marketing, Inc. 100 100% N/A
Unicom Healthcare Management, Inc. 1,110 100% 1,829
UT Holdings, Inc. 100 100% (144,401)
Northwind Chicago, LLC N/A 100% (5,974)
Unicom Thermal Development, Inc. 100 100% (4,708)
Exelon Thermal Technologies, Inc. 100 100% (83,272)
Exelon Thermal Technologies Boston, Inc. 100 100% (4,373)
Northwind Boston, LLC N/A 25% (62)
Exelon Thermal Technologies Houston, Inc. 100 100% (947)
Northwind Houston, LLC N/A 25% 128
Northwind Houston, LP N/A 25% 8,860
Exelon Thermal Technologies North America, Inc. 10 100% (2,228)
Northwind Thermal Technologies Canada, Inc. 10 100% (1,561)
Unicom Thermal Technologies Canada, Inc. 10 100% (187)
UTT National Power, Inc. 100 100% (751)
Northwind Midway, LLC N/A 100% N/A
UTT Nevada, Inc. 100 100% (50)
Northwind Aladdin, LLC N/A 75% 12,703
Northwind Las Vegas, LLC N/A 50% (499)
UTT Phoenix, Inc. 100 100% N/A
Northwind Arizona Development, LLC N/A 50% N/A
Northwind Phoenix, LLC N/A 50% N/A
Exelon Communications Holdings, LLC 100% 176,632
AT&T Wireless PCS of Philadelphia, LLC 49%
PHT Holdings, LLC 100% 39,976
PECO Hyperion Telecommunications 49% 38,776
Exelon Communications Company, LLC 100% 22,258
Energy Trading Company 100% 257
Exelon Enterprises Management, Inc. 100% 105,519
UniGridEnergy, LLC 50%
CIC Global, LLC 50%
NEON Communications, Inc. 10%
VITTS Network Group, Inc. 20%
Exelon Capital Partners, Inc. 100% 83,007
Permits Now (fka Softcomp) 16%
OmniChoice.com, Inc. 30%
Enertech Capital Partners II 11%
Everest Broadband Networks 15%
Exelon Infrastructure Services, Inc. less than 100% 515,266
Exelon Infrastructure Services of Pennsylvania, Inc. 100% 6,938
EIS Engineering, Inc. 100%
P.A.C.E Field Services, LLC 100% 8,135
P.A.C.E Environmental, LLC 100%
Chowns Communication, Inc. N/A 100% 11,893
Fischbach and Moore Electric, Inc. N/A 100%
MRM Technical Group, Inc. N/A 100% 121,556
Aconite Corporation 100%
Gas Distribution Contractors, Inc. 100%
Mid-Atlantic Pipeliners, Inc. 100%
Mueller Distribution Contractors, Inc. 100%
Mueller Energy Services, Inc. 100%
Mueller Pipeliners, Inc. 100%
Mechanical Specialties Incorporated 100%
Rand-Bright Corporation 100%
Syracuse Merit Electric, Inc. N/A 100% 15,297
NEWCOTRA, Inc. N/A 100%
Fischbach and Moore, Inc. 100% 7,001
Fischbach and Moore Electrical Contractors, Inc. 100%
T.H. Green Electric Co., Inc. 100%
Trinity industries, Inc. N/A 100% 11,322
OSP Consultants, Inc. N/A 100% 68,116
International Communications Services, Inc. 100%
OSP, Inc. 100%
OSP Servicios, S.A. de C.V. 100%
OSP Telecom, Inc. 100%
OSP Telcomm de Mexico, S.A. de C.V. 100%
OSP Telcom de Columbia, LTDA 100%
OSP Telecommunications, Ltd. 100%
RJE Telecom, Inc. 100%
Utilities Locate & Mapping Services, Inc. 100%
Universal Network Services, Inc. 49%
Dashiell Holdings Corporation N/A 100% 68,215
Dashiell Corporation 100%
Dacon Corporation 100%
VSI Group, Inc. N/A 100% 19,307
International Vital Solutions Group, Inc. 100%
Michigan Trenching Services, Inc. N/A 100% 14,994
Lyons Equipments, Inc. N/A 100%
M.J. Electric, Inc. 100% 143,906
Electric Services, Inc. 100% 7,443
EIS Investments, LLC 100%
WCB Services, LLC 49%
Adwin Equipment Company N/A 100% 4,291
Kinetic Ventures Fund I, LLC 22.22%
Kinetic Ventures Fund II, LLC 17.64%
Unicom Assurance Company Ltd. (Inactive) N/A 100% N/A
N/A Not applicable or Not Available
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
NONE
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
None in addition to those reported in Exelon's Rule 24 certificates.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
A. PECO Energy Company - Debt Retirements
1. On November 14, 2000, PECO retired, with cash, upon maturity, its $38.5
million principal amount variable rate note.
B. Commonwealth Edison Company - Redemption of Securities
2. In the fourth quarter of 2000, ComEd repurchased 19.9 million of its common
shares from Unicom in exchange for an $850 million note receivable ComEd
held from Unicom Investment, Inc.
C. Exelon Enterprise's Acquisitions (previously filed confidentially on Form
SE)
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES AS OF DECEMBER 31,
2000.
Investor Investee Type Quantity Cost Carrying Value
--------------------------------------------------------------------------------------------------------------------------
ComEd Chicago Community Ventures, Inc. Common Shares 500 $50,000 $50,000
ComEd Chicago Equity Fund Limited Partnership N/A $1,390,514 $1,390,514
ComEd Dearborn Park Corporation Common Shares 10,000 $537,654 $537,654
ComEd I.L.P. Fund C/O Chicago Capital Fund Venture Capital Small N/A $250,000 $250,000
Business Fund
ComEd Illinois Venture Fund (Unibanc Trust) Venture Capital Fund N/A $71,320 $71,320
Exelon Phoenix Foods, LLC Limited Liability
Enterprise Company N/A
Management, Inc
Exelon Pantellos Corporation Corporation N/A $4,439,210 $4,439,210
Capital
Partners, Inc.
Exelon Automated Power Exchange Competitive Power 1,500,000 $3,000,000 $3,000,000
Capital Exchange Business
Partners, Inc.
Exelon UTECH Climate Challenge Fund, L.P. Venture Capital N/A $4,582,713 $23,847,576
Capital Investment
Partners, Inc.
Exelon Exotrope Convertible Debentures N/A $500,000 $500,000
Capital
Partners, Inc.
Exelon Media Station, Inc. Preferred plus 214,286 $1,500,000 $1,500,000
Capital Warrants (Common) 48,702
Partners, Inc.
Energy WorldWide Web NetworX Corporation Common shares 73,450 $316,753 $9,181
Trading
Company
Energy Entrade Common Shares 200,000 $1,489,115 $162,500
Trading
Company
N/A Not applicable
ITEM 6. OFFICERS AND DIRECTORS - PART 1.
This item has been updated to reflect PEPCO officers and directors.
The positions of officers and directors of system companies as of December 31,
2000 were as follows:
Exelon Corporation
------------------
Board of Directors
Edward A. Brennan
Carlos H. Cantu
Daniel L. Cooper
M. Walter D'Alessio
Bruce DeMars
G. Fred DiBona, Jr.
Sue Ling Gin
Richard H. Glanton
Rosemarie B. Greco
Edgar D. Jannotta
Corbin A. McNeill, Jr.
John M. Palms
John W. Rogers, Jr.
John W. Rowe
Ronald Rubin
Richard L. Thomas
Officers
McNeill, Jr., Corbin A. Co-Chief Executive Officer and Chairman
Rowe, John W. Co-Chief Executive Officer and President
Kingsley Jr., Oliver D. Executive Vice President
Egan, Michael J. Executive Vice President
Strobel, Pamela B. Executive Vice President
McLean, Ian P. Senior Vice President
Mehrberg, Randall E. Senior Vice President and General Counsel
Moler, Elizabeth A. Senior Vice President, Government
Affairs-Federal
Padron, Honorio J. Senior Vice President
Snodgrass, S. Gary Senior Vice President and Chief Human
Resources Officer
Lawrence, Kenneth G. Senior Vice President
Clark, Frank M. Senior Vice President, Communications and
Public Affairs
Gillis, Ruth Ann M. Senior Vice President and Chief Financial
Officer
Woods, David W. Senior Vice President
Gibson, Jean Vice President and Corporate Controller
Haviland, Paul E. Vice President, Corporate Development
McDonald, Robert K. Vice President, Risk Management
Mitchell, J. Barry Vice President and Treasurer
Combs, Katherine K. Vice President and Corporate Secretary
Cesareo, David J. Vice President, Environmental Health and
Safety
Kirchoffner, Donald P. Vice President, Communications
Brown, Virginia A. Vice President, Human Resources Planning
and Development
DaSilva, Assir R. Vice President, Diversity
Diedrich, John F. Vice President, Employee Health and
Benefits
Fonseca, Victor Vice President, Compensation
Samolis, John R. Vice President, Labor and
Employee Relations
Peters, Scott N. Assistant Secretary
Cutler, Todd D. Assistant Secretary
Shicora, George Assistant Treasurer
Walls, Charles M. Assistant Treasurer
COMED
-----
Officers
McNeill, Jr, Corbin A Co-Chief Executive Officer;
Rowe, John W Co-Chief Executive Officer and President ; Chairman
Kingsley Jr, Oliver D EVP, Nuclear and Chief Nuclear Officer
Strobel, Pamela B EVP, Energy Delivery,
Clark, Frank M Sr VP, Distribution Cust/Mrktg Services & Ext Affairs
Crane, Christopher M Sr VP, Nuclear Regional Operating Group 1
Gillis, Ruth Ann M Sr VP, Finance and Chief Financial Officer
Helwig, David R Sr VP, Nuclear Services
McLean, Ian P Sr VP, Power Team
Padron, Honorio J Sr VP, Business Services
Snodgrass, S Gary Sr VP, Human Resources
Woods, David W Sr VP, Communications & Public Affairs
Skolds, John L Chief Operating Officer, Nuclear
Benjamin, Jeffrey A VP, Nuclear Licensing and Regulatory
Bohlke, William H VP, Nuclear Engineering
Bonney, Paul R VP, Business Services General Counsel
Cesareo, David J VP, Environmental Health and Safety
Cornew, Kenneth W VP, Power Team Long-term Transactions
Costello, John T VP, Distribution Customer Service Operations
Cullen, Jr, Edward J VP, Generation General Counsel
DeCampli, David G VP, Energy Delivery Engineering & Technical Analysis
Donleavy, John J VP, Distribution Regional Distributions, Operations
Dwyer, Robert E,. Jr. VP, Distribution Media Relations, Communications,
& Reporting,
Erdlen, Michael VP, Power Team Information Technology
Flavin, Joseph VP, Business Services Supply
Freeman, Jan H VP, Generation Public Affairs,
Gibson, Jean VP and Corporate Controller
Gordon, Jennifer VP, Business Services Communications
Guerra, James D VP, Nuclear Business Operations
Heffley, J Michael VP, Nuclear Oversight
Ho, Alan VP, Business Services Information Technology
Hooker, John T VP, Distribution Services, Community Relations &
Admin Services
Ivey, Susan O VP, Power Team Short-term Transactions
Jiruska, Frank J VP, Distribution Energy Services, Marketing & Sales
Jennings, Theodore E VP, Nuclear Outage & Project Management
Juracek, Arlene A VP, Distribution Rates & Access Implementation, Reg.
Strategies, Governmental & Reg. Affairs
Krisch, Joseph R VP, Distribution HR Training & Safety
Landy, Richard J VP, Nuclear HR & Administration
Lasky, Joseph A VP, Distribution Information Technology
Lauer, Rebecca J VP, Distribution General Counsel
Lizanich, Nicholas J VP, Distribution Planning and Engineering
Malone, James P VP, Nuclear Fuels
McDermott, Cornelius J VP, Generation Communications
Metzner, Michael VP, Power Team Finance/Analytics/Risk
Moscovitch, Ruth M VP, Energy Delivery and Distribution Strategic Initiatives
Segneri, Jr, Carl L VP, Distribution Regional Distributions, Operations
Settelen, John L VP & Generation Controller
Spencer, Steven VP, Business Services Finance
Stanley, Harold Gene VP, Nuclear MW ROG Support
Talbot, Ronald E VP, Distribution Regional Distributions, Operations
Terrell, Napoleon VP, Business Services Human Resources
Tyne, Ray VP, Business Services Operations
Williams, James B VP, Distribution Project & Contract Management
Dimmette, Joel P Site VP - Quad Cities
Levis, William Site VP - Byron
Pardee, Charles G Site VP - LaSalle
Swafford, Preston D Site VP - Dresden
Tulon, Timothy Site VP - Braidwood
Mitchell, J Barry VP and Treasurer
Shicora, George R Assistant Treasurer
Walls, Charles S Assistant Treasurer
Combs, Katherine K Secretary
Cutler, Todd D Assistant Secretary
Peters, Scott N Assistant Secretary
PECO
----
Officers
McNeill, Jr, Corbin A Co-Chief Executive Officer and President; Chairman
Rowe, John W Co-Chief Executive Officer
Kingsley Jr, Oliver D EVP, Nuclear and Chief Nuclear Officer
Egan, Michael J EVP, Enterprises
Strobel, Pamela B EVP, Energy Delivery
Cotton, John B Sr VP, Nuclear Technical Support
Crane, Christopher M Sr VP, Nuclear Regional Operating Group 1
Cucchi, Gregory A Sr VP, Enterprises
Gillis, Ruth Ann M Sr VP, Finance and Chief Financial Officer
Hagan, Joseph J Sr VP, Nuclear Regional Operating Group 2
Jacobs, Christine A Sr VP, Exelon Power
Lawrence, Kenneth G Sr VP, Distribution
McElwain, John P Sr VP, Nuclear Regional Operating Group 3
McLean, Ian P Sr VP, Power Team
Padron, Honorio J Sr VP, Business Services
Rainey, Gerald R Sr VP, Generation
Rhodes, Gerald N Sr VP, Exelon Energy
Smith, III, William H Sr VP, Business Services
Snodgrass, S Gary Sr VP, Human Resources
Woods, David W Sr VP, Communications & Public Affairs
Skolds, John L Chief Operating Officer, Nuclear
Adams, Craig L VP, Distribution Contractor & Supply Management
Benjamin, Jeffrey A VP, Nuclear Licensing and Regulatory
Bohlke, William H VP, Nuclear Engineering
Bonney, Paul R VP, Business Services General Counsel
Cavanaugh, Ellen M VP, Distribution Electric Supply & Transmission
Cesareo, David J VP, Environmental Health and Safety
Coyle, Michael T VP, Clinton Power Station
Cornew, Kenneth W VP, Power Team Long-term Transactions
Cullen, Jr, Edward J VP, Generation General Counsel
DeCampli, David G VP, Energy Delivery Engineering &Technical Analysis
Doering, Jr., John VP, Peach Bottom Atomic Power Station
Dudkin, Gregory N VP, Distribution Customer & Marketing Services
Erdlen, Michael VP, Power Team Information Technology
Flavin, Joseph VP, Business Services Supply
Freeman, Jan H VP, Generation Public Affairs
Gibson, Jean VP and Corporate Controller
Gordon, Jennifer VP, Business Services Communications
Haviland, Paul E VP, Corporate Development
Hill, Jr, Thomas P VP, Distribution Finance
Ho, Alan VP, Business Services Information Technology
Horting, Reed R VP, Distribution Gas Supply & Transportation
Ivey, Susan O VP, Power Team Short-term Transactions
Jennings, Theodore E VP, Nuclear Outage & Project Management
Johnston, J Lindsay VP, Distribution Human Resources
Kray, Marilyn C VP, Nuclear Acquisition Support and Integration
Officer
Langenbach, James W VP, Nuclear Station Support
Landy, Richard J VP, Nuclear HR & Administration
Lauer, Rebecca J VP, Energy Delivery General Counsel
Lewis, Charles P VP, Generation Strategy & Development
Malone, James P VP, Nuclear Fuels
Matthews, Cassandra A VP, Information Technology and Chief Information
Officer
McDermott, Cornelius J VP, Generation Communications
Metzner, Michael VP, Power Team Fiance/Analytics/Risk
Moscovitch, Ruth M VP, Energy Delivery Strategic Initiatives
Muntz, James A VP, Generation Special Projects
Murphy, Dennis E VP, Enterprises Marketing and Business Development
Newman, Glenn VP, Enterprises General Counsel
O'Brien, Denis VP, Distribution Operations
Settelen, John L VP & Generation Controller
Spencer, Steven VP, Business Services Finance
Stanley, Harold Gene VP, Nuclear MW ROG Support
Terrell, Napoleon VP, Business Services Human Resources
Tyne, Ray VP, Business Services Operations
Walters, Kathleen M VP, Distribution Information Technology/CIO
White, Richard G VP, Corporate Planning
Coyle, Michael Site VP - Clinton Nuclear Power Station
Doering Jr., John Site VP - Peach Bottom Atomic Power Station
Fetters, Drew B Site VP - Vermont Yankee Nuclear Power Station
von Suskil, James D Site VP - Limerick Generating Station
Warner, Mark E Site VP - TMI
Mitchell, J Barry VP and Treasurer
Shicora, George R Assistant Treasurer
Walls, Charles S Assistant Treasurer
Combs, Katherine K Secretary
Cutler, Todd D Assistant Secretary
Peters, Scott N Assistant Secretary
Exelon Generation
-----------------
Officers
McNeill, Jr, Corbin A Chief Executive Officer and President Exelon
Generation
Kingsley, Jr, Oliver D President and Chief Nuclear Officer, Exelon
Nuclear
McLean, Ian P President, Exelon Power Team
Skolds, John L Chief Operating Officer, Exelon Nuclear
Bohlke, William H Sr VP, Nuclear Services, Exelon Nuclear
Cotton, John B Sr VP, Technical Support, Exelon Nuclear
Crane, Christopher M Sr VP, MidWest Regional Operating Group, Exelon
Nuclear
Hagan, Joseph J Sr VP, MidAtlantic Regional Operating Group,
Exelon Nuclear
Jacobs, Christine A Sr VP, Exelon Generation; President, Exelon
Power
McElwain, John P Sr VP, Exelon Nuclear
Woods, David W Sr VP, Communications & Public Affairs, Exelon
Generation
Benjamin, Jeffrey A VP, Licensing and Regulatory, Exelon Nuclear
Cornew, Kenneth W VP, Long-term Transactions, Exelon Power Team
Cullen, Jr, Edward J VP, General Counsel and Secretary
Erdlen, Michael VP, Information Technology, Exelon Power Team
Freeman, Jan H VP, Public Affairs, Exelon Generation
Guerra, James D VP, Business Operations, Exelon Nuclear
Heffley, J Michael VP, Nuclear Oversight, Exelon Nuclear
Ivey, Susan O VP, Short-term Transactions, Exelon Power Team
Jennings, Theodore E VP, Outage & Project Management, Exelon Nuclear
Kray, Marilyn C VP, Acquisition Support and Integration, Exelon
Nuclear
Landy, Richard J VP, Human Resources & Administration, Exelon
Nuclear
Langenbach, James W VP, Nuclear Station Support, Exelon Nuclear
Lewis, Charles P VP, Strategy & Development, Exelon Generation
Malone, James P VP, Nuclear Fuels, Exelon Nuclear
McDermott, Cornelius J VP, Communications, Exelon Generation
Meister, James R VP, Nuclear Engineering, Exelon Nuclear
Metzner, Michael VP, Finance/Analytics/Risk, Exelon Power Team
Muntz, James A VP, Special Projects, Exelon Generation
Settelen, John L VP & Controller, Exelon Generation
Stanley, Harold Gene VP, MidWest ROG Support, Exelon Nuclear
Heffley, J Michael Site VP - Clinton Nuclear Power Station
Dimmette, Joel P Site VP - Quad Cities Nuclear Power Station
DeGregorio, Ronald J Site VP - Oyster Creek
Doering, Jr, John Site VP - Peach Bottom Atomic Power Station
Fetters, Drew B Site VP - Vermont Yankee Nuclear Power Station
Levis, William Site VP - Byron Station
Pardee, Charles G Site VP - LaSalle County Station
Swafford, Preston D Site VP - Dresden Nuclear Power Station
Tulon, Timothy Site VP - Braidwood Station
von Suskil, James D Site VP - Limerick Generating Station
Warner, Mark E Site VP - TMI
Berdelle, Robert E VP, Generation
McDonald, Robert K VP, Generation
Spencer, Steven L VP, Business Services, Financial Services
Mitchell, J Barry VP and Treasurer
Shicora, George R Assistant Treasurer
Walls, Charles S Assistant Treasurer
Cutler, Todd D Assistant Secretary
Peters, Scott N Assistant Secretary
Exelon Enterprises
------------------
Officers
Rowe, John W Chair
Egan, Michael J President & Chief Executive Officer
Beard, Kenneth H VP, Exelon Enterprises & President, Energy
Services
Abromitis, James J VP, Exelon Thermal Technologies
Cucchi, Gregory A VP Exelon Enterprises & President, Exelon Infrastructure
Services & Telecommunications
Gilpin, Robert A VP, Residential Energy
Hoekstra, Louis A VP, Energy Solutions
Kampling, Patricia L SVP & Chief Financial Officer
Murphy, Dennis E VP, Marketing & Business Development
Newman, Glenn D VP, General Counsel and Secretary
Rhodes, Gerald N VP, Exelon Enterprises and President,
Exelon Energy
Rollo, Richard VP, Strategic Planning
Rowe, E Kathleen VP, Information Technology, Business
Services & Supply
Shinn, Robert A VP, Exelon Capital Partners
Berdelle, Robert E VP, Enterprises
McDonald, Robert K VP, Enterprises
Spencer, Steven L VP, Business Services, Financial Services
Mitchell, J Barry VP and Treasurer
Shicora, George R Assistant Treasurer
Walls, Charles S Assistant Treasurer
Cutler, Todd D Assistant Secretary
Peters, Scott N Assistant Secretary
PEPCO
-----
Board of Directors
Michael J. Egan
James A. Muntz
Gerald R. Rainey
Officers
Gerald R. Rainey Chairman and President
Christine A. Jacobs Vice President
Katherine K. Combs Secretary
George R. Shicora Treasurer
Thomas R. Miller Assistant Treasurer
Edward J. Cullen, Jr. General Counsel
ITEM 6. OFFICERS AND DIRECTORS - PART II.
Financial Connections - The following is a list, as of December 31, 2000, of all
officers and directors of each system company who have financial connections
within the provisions of Section 17(c) of the Public Utility Holding Company Act
of 1935.
1. Edward A. Brennan: Member of Board of Directors of Unicom and ComEd
from 1995 through the merger closing; member of Board of Directors of
Exelon since the merger closing, and member of Board of Directors of
Morgan Stanley Dean Witter & Co., investment banker. Authorized
pursuant to Rule 70(b).
2. Carlos H. Cantu: Member of Board of Directors of Unicom and ComEd from
1998 through the merger closing; member of Board of Directors of
Exelon since the merger closing, and member of Board of Directors of
First Tennessee National Corporation, commercial banking institution.
Authorized pursuant to Rule 70(b).
3. Edgar D. Jannotta: Member of Board of Directors of Unicom and ComEd
from 1994 through the merger closing; member of Board of Directors of
Exelon since the merger closing, and Senior Director of William Blair
& Co., L.L.C., investment banker. Authorized pursuant to Rule 70(b).
4. John W. Rogers: Member of Board of Directors of Unicom and ComEd from
1999 through the merger closing; member of Board of Directors of
Exelon since the merger closing, and member of Board of Directors of
Bank One Corporation, commercial banking institution. Authorized
pursuant to Rule 70(a).
5. John W. Rowe: Member of Board of Directors of Unicom and ComEd from
1998 through the merger closing; member of Board of Directors of
Exelon since the merger closing, and member of Board of Directors of
Fleet Boston Financial, commercial banking institution. Authorized
pursuant to Rule 70(b).
ITEM 6. OFFICER AND DIRECTORS - PART III.
(a), (b) and (c) Directors' and Executive Officers' Compensation, Interests in
Securities Interests and Transactions with System Companies.
Information concerning compensation, interests in system securities, and
transactions with system companies is set forth in Exhibits A.1 and A.2 to this
Form U5S and is incorporated herein by reference.
(d) Indebtedness of Directors or Executive Officers to System Companies.
None
(e) Directors' and Executive Officers' Participation in Bonus and
Profit-Sharing Arrangements and Other Benefits.
See Exhibit A.2 for descriptions of the participation of directors and executive
officers of System companies in bonus and profit-sharing arrangements and other
benefits.
(f) Directors' and Executive Officers' rights to Indemnity.
The state laws under which each of the companies is incorporated provide broadly
for indemnification of directors and officers against claims and liabilities
against them in their capacities as such. Each of the companies' charters or
by-laws also provides for indemnification of directors and officers. In
addition, directors and executive offices of Exelon and all subsidiary companies
are insured under directors' and officers' liability policies.
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
Part I. None
Part II. None
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. INTERCOMPANY SALES AND SERVICE
Exelon provided information on services, sales and construction contracts under
Form U-9C-3 filed confidentially on March 30, 2001, pursuant to Rule 104. In
addition, Exelon reports the following transactions:
Transaction Serving Company Receiving Company Compensation
----------- --------------- ----------------- ------------
Fiber-optic PECO Hyperion Telecomun- $575,230
Equipment Lease ications
Communication AT&T Wireless of PECO $111,726
Services Philadelphia, LLC
Other transactions may not have been reported, consistent with the terms of the
Merger U-1 order granting Exelon until December 31, 2001 to fully implement its
affiliate transaction procedures.
Part II. The System companies had no contracts to purchase services or goods
during 2000 from any affiliated (other than a System company) or from
a company, in which any officer or director of the receiving company
is a partner or owns 5 percent of more of any class of equity
securities, except as reported in Item 6.
Part III. The System company does not employ any other person for the
performance on a continuing basis of management, supervisory or
financial advisory services.
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Part I
a.) Sithe Energies, Inc.
335 Madison Avenue, 28th Fl.
New York, New York 10017
Sithe Energies, Inc. (Sithe) is an independent power generator in
North America utilizing primarily fossil and hydro generation. The
purchase involves approximately 10,000 megawatts (MW) of generation
consisting of 3,800 MW of existing merchant generation, 2,500 MW under
construction, and another 3,700 MW of generation in various stages of
development, as well as Sithe's domestic marketing and development
businesses. The generation assets are located primarily in
Massachusetts and New York.
Exelon owns 49.9% of Sithe and holds the option to purchase the
remaining 50.1% interest in Sithe between December 2002 and December
2005 at a price based on prevailing market conditions.
AmerGen Energy Company, L.L.C.
200 Exelon Way, Suite 345
Kennett Square, Pennsylvania 19348
Exelon and British Energy, Inc., a wholly owned subsidiary of British
Energy plc, formed AmerGen Energy Company, L.L.C. (AmerGen) to pursue
opportunities to acquire and operate nuclear generating stations in
the United States. Exelon owns a 50% equity interest in AmerGen.
AmerGen owns and operates Clinton Nuclear Power Station, Three Mile
Island Unit No. 1 Nuclear Generating Facility, and Oyster Creek
Nuclear Generation Facility with an aggregate capacity of 2,378 MW.
b.) At December 31, 2000, Exelon's aggregate capital investment in all
EWGs and FUCOs was approximately $748.0 million. Information on the
capital investment in each EWG and FUCO is filed herewith
confidentially on Form SE.
Exelon Generation and British Energy have each agreed to provide up to
$100 million to AmerGen at any time for operating expenses. Exelon
anticipates that Exelon Generation's capital expenditures will be
funded by internally generated funds, Exelon Generation borrowings or
capital contributions from Exelon. Exelon Generation's borrowings may
be initially guaranteed by Exelon as a result of Exelon Generation's
lack of separate operational history.
c.) Exelon accounts for its investments in Sithe and AmerGen using the
equity method of accounting whereby Sithe and AmerGen financial
statements are not consolidated with the financial statements of
Exelon.
At December 31, 2000, the consolidated capitalization ratio of Exelon
was: debt 66%, common equity 31%, and preferred securities of
subsidiaries of 3%. (For these purposes, "consolidated debt" means all
long-term debt, long-term debt due within one year, notes payable and
other short-term obligations, including any short-term debt and
non-recourse debt of EWG/FUCO Projects, to the extent normally
consolidated under applicable financial reporting rules).
d.) As permitted by the Merger U-1, AmerGen receives services from ComEd
and PECO including engineering, regulatory support, systems
integration, accounting and general services. These services are
performed at cost, pursuant to the Affiliate Interests Agreement in
the case of ComEd and pursuant to the Mutual Services Agreement in the
case of PECO, and it is expected that each company will provide
AmerGen with approximately $300,000 in services annually. In addition,
Exelon Generation Company LLC will provide AmerGen with similar
services valued at approximately $49,900,000, at cost, pursuant to a
contract being drafted.
Part II
An organization chart showing the relationship of each EWG to other
system companies is included as Exhibit H. (previously filed on Form
SE)
Part III
As determined pursuant to the December 8, 2000 Order, the Modified Rule 53 Test
applicable to Exelon's investments in EWGs and FUCOs issued in connection with
the Financing U-1, is $4,000.0 million. At December 31, 2000, Exelon's
"aggregate investment" (as defined in rule 53(a) under PUHCA) in all EWGs and
FUCOs was approximately $748.0 million, and accordingly, at December 31, 2000,
Exelon's remaining investment capacity under the Modified Rule 53 Test was
approximately $3,252.0 million.
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
Exelon Reference is made to "Notes to Consolidated
Financial Statements" contained in the Exelon 2000
Annual Report to Shareholders, which information
is incorporated by reference.
Previously filed confidentially on Form SE.
PEPCO
Filed confidentially herewith on Form SE.
EXHIBITS
The following exhibits are incorporated by reference to the indicated SEC file
number, unless an asterisk appears next to the exhibit reference. A single
asterisk indicates exhibits which were previously filed. A double asterisk
indicates exhibits which are filed herewith.
EXHIBIT
NUMBER DESCRIPTION
A. ANNUAL REPORTS FILED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
A.1 2000 Annual Report on Form 10-K for Exelon, ComEd and PECO, File
Nos. 01-16169, 01-1839 and 01-01401, respectively.
A.2 2000 Proxy Statement of Exelon Corporation. File No. 01-16169.
A.3 Exelon Corporation Form 8-K filed March 16,2001 containing
Exelon 2000 financial statements, footnotes and management's
discussion and analysis.
B. CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS, AND
OTHER FUNDAMENTAL DOCUMENTS OF ORGANIZATION
The articles and bylaws of Exelon, ComEd, PECO, PEPCO and SECO are
incorporated by reference to the following:
Exelon 10-K
Exhibit No. Description
----------- -----------
3-1 Articles of Incorporation of Exelon Corporation
(Registration Statement No. 333-37082, Form S-4, Exhibit
3-1).
3-2 Bylaws of Exelon Corporation (Registration Statement No.
333-37082, Form S-4, Exhibit 3-2).
3-3 Amended and Restated Articles of Incorporation of PECO
Energy Company.
3-4 Bylaws of PECO Energy Company, adopted February 26, 1990 and
amended January 26, 1998 (File No. 1-01401, 1997 Form 10-K,
Exhibit 3-2).
3-5 Restated Articles of Incorporation of Commonwealth Edison
Company effective February 20, 1985, including Statements of
Resolution Establishing Series, relating to the
establishment of three new series of Commonwealth Edison
Company preference stock known as the "$9.00 Cumulative
Preference Stock," the "$6.875 Cumulative Preference Stock"
and the "$2.425 Cumulative Preference Stock" (File No.
1-1839, 1994 Form 10-K, Exhibit 3-2).
3-6 Bylaws of Commonwealth Edison Company, effective September
2, 1998, as amended through October 20, 2000.
3-7 PECO Energy Power Company's Certificate of Organization and
Charter, By-laws amended as of December 23, 1993, and
amendment to Articles of Incorporation filed February 8,
1994, are incorporated herein by reference (1991 Form U5S
and 1993 Form 10-K, File No. 1-1392).
3-8 Susquehanna Power Company's Certificate of Organization is
incorporated herein by reference (1991 Form U5S, File No.
1-1392); By-laws amended December 23, 1993, and Charter
amendment filed February 8, 1994 are incorporated herein by
reference (1993 Form U5S, File No. 1-1392).
C. The indentures or other fundamental documents defining the rights of
holders of funded debt listed below are incorporated by reference:
Exelon 10-K
Exhibit No. Description
----------- -----------
4-3 First and Refunding Mortgage dated May 1, 1923 between The
Counties Gas and Electric Company (predecessor to PECO
Energy Company) and Fidelity Trust Company, Trustee (First
Union National Bank, successor), (Registration No. 2-2281,
Exhibit B-1).
4-3-1 Supplemental Indentures to PECO Energy Company's First and
Refunding Mortgage:
Dated as of File Reference Exhibit No.
---------------- --------- -----------
May 1, 1927 2-2881 B-1(c)
March 1, 1937 2-2881 B-1(g)
December 1, 1941 2-4863 B-1(h)
November 1, 1944 2-5472 B-1(i)
December 1, 1946 2-6821 7-1(j)
September 1, 1957 2-13562 2(b)-17
May 1, 1958 2-14020 2(b)-18
March 1, 1968 2-34051 2(b)-24
March 1, 1981 2-72802 4-46
March 1, 1981 2-72802 4-47
December 1, 1984 1-01401, 1984 Form 10-K 4-2(b)
April 1, 1991 1-01401, 1991 Form 10-K 4(e)-76
December 1, 1991 1-01401, 1991 Form 10-K 4(e)-77
April 1, 1992 1-01401, March 31, 1992 4(e)-79
Form 10-Q
June 1, 1992 1-01401, June 30, 1992 4(e)-81
Form 10-Q
July 15, 1992 1-01401, June 30, 1992 4(e)-83
Form 10-Q
September 1, 1992 1-01401, 1992 Form 10-K 4(e)-85
March 1, 1993 1-01401, 1992 Form 10-K 4(e)-86
May 1, 1993 1-01401, March 31, 1993 4(e)-88
Form 10-Q
May 1, 1993 1-01401, March 31, 1993 4(e)-89
Form 10-Q
August 15, 1993 1-01401, Form 8-A dated 4(e)-92
August 19, 1993
November 1, 1993 1-01401, Form 8-A dated 4(e)-95
October 27, 1993
May 1, 1995 1-01401, Form 8-K dated 4(e)-96
May 24, 1995
4-4 Mortgage of Commonwealth Edison Company to Illinois
Merchants Trust Company, Trustee (Harris Trust and Savings
Bank, as current successor Trustee), dated July 1, 1923,
Supplemental Indenture thereto dated August 1, 1944, and
amendments and supplements thereto dated, respectively,
August 1, 1946, April 1, 1953, March 31, 1967, April 1,1967,
July 1, 1968, October 1, 1968, February 28, 1969, May 29,
1970, June 1, 1971, May 31, 1972, June 15, 1973, May 31,
1974, June 13, 1975, May 28, 1976, and June 3, 1977. (File
No. 2-60201, Form S-7, Exhibit 2-1).
4-5-1 Supplemental Indentures to aforementioned Commonwealth
Edison Mortgage.
Dated as of File Reference Exhibit No.
---------------- --------- -----------
May 17, 1978 2-99665, Form S-3 4-3
August 31, 1978 2-99665, Form S-3 4-3
June 18, 1979 2-99665, Form S-3 4-3
June 20, 1980 2-99665, Form S-3 4-3
April 16, 1981 2-99665, Form S-3 4-3
April 30, 1982 2-99665, Form S-3 4-3
April 15, 1983 2-99665, Form S-3 4-3
April 13, 1984 2-99665, Form S-3 4-3
April 15, 1985 2-99665, Form S-3 4-3
April 15, 1986 33-6879, Form S-3 4-9
June 15, 1990 33-38232, Form S-3 4-12
June 1, 1991 33-40018, Form S-3 4-12
October 1, 1991 33-40018, Form S-3 4-13
October 15, 1991 33-40018, Form S-3 4-14
February 1, 1992 1-1839, 1991 Form 10-K 4-18
May 15, 1992 33-48542, Form S-3 4-14
July 15, 1992 33-53766, Form S-3 4-13
September 15, 1992 33-53766, Form S-3 4-14
February 1, 1993 1-1839, 1992 Form 10-K 4-14
April 1, 1993 33-64028, Form S-3 4-12
April 15, 1993 33-64028, Form S-3 4-13
June 15, 1993 1-1839, Form 8-K dated 4-1
May 21, 1993
July 1, 1993 1-1839, Form 8-K dated 4-2
May 21, 1993
July 15, 1993 1-1839, Form 10-Q for 4-1
quarter ended June
30, 1993.
January 15, 1994 1-1839, 1993 Form 10-K 4-15
December 1, 1994 1-1839, 1994 Form 10-K 4-16
June 1, 1996 1-1839, 1996 Form 10-K 4-16
4-5-2 Instrument of Resignation, Appointment and Acceptance dated
January 31, 1996, under the provisions of the Mortgage dated
July 1, 1923, and Indentures Supplemental thereto (File No.
1-1839, 1995 Form 10-K, Exhibit 4-28).
4-5-3 Instrument dated as of January 31, 1996, for trustee under
the Mortgage dated July 1, 1923 and Indentures Supplemental
thereto (File No. 1-1839, 1995 Form 10-K, Exhibit 4-29).
4-6 Indentures of Commonwealth Edison Company to The First
National Bank of Chicago, Trustee (Amalgamated Bank of
Chicago, as current successor Trustee), dated April 1, 1949,
October 1, 1949, October 1, 1950, October 1, 1954, January
1, 1958, January 1, 1959 and December 1, 1961 (File No.
1-1839, 1982 Form 10-K, Exhibit 4-20).
4-7 Indenture dated as of September 1, 1987 between Commonwealth
Edison Company and Citibank, N.A., Trustee relating to Notes
(File No. 1-1839, Form S-3, Exhibit 4-13).
4-7-1 Supplemental Indenture to Indenture dated September 1, 1987
dated July 14, 1989 (File No. 33-32929, Form S-3, Exhibit
4-16).
4-7-2 Supplemental Indenture to Indenture dated September 1, 1987,
dated January 1, 1997 (File No. 1-1839, 1999 Form 10K,
Exhibit 4-21).
4-7-3 Supplemental Indenture to Indenture dated September 20,
1987, dated September 1, 2000.
D. TAX ALLOCATION AGREEMENT PURSUANT TO RULE 45(c)
** Exhibit D.
TAX SHARING AGREEMENT
THIS AGREEMENT, dated as of the 1st day of January, 2001, by and
between Exelon Corporation, a Pennsylvania corporation ("Parent"), Exelon Energy
Delivery Company, LLC, a Delaware limited liability company, Exelon Ventures
Company LLC, a Delaware limited liability company, Unicom Investment, Inc., an
Illinois corporation, and Exelon Business Services Company, a Pennsylvania
corporation (each a "Subsidiary" and together, the "Subsidiaries") and each of
PECO Energy Company, Commonwealth Edison Company, Exelon Generation Company,
LLC, Exelon Enterprises Company, LLC and the companies listed on Schedule A
attached hereto (each a "Participant" and together, the "Participants").
W I T N E S S E T H
WHEREAS, Parent is the common parent corporation of an affiliated group
of corporations within the meaning of Section 1504(a) of the Internal Revenue
Code of 1986, as amended (the "Code");
Whereas, the Subsidiaries and the Participants are each members of that
affiliated group or otherwise have taxable income included directly on the tax
return of a member of the group (i.e. such Subsidiary or Participant is treated
as a disregarded entity for tax purposes);
WHEREAS, the members of the affiliated group anticipate filing a
consolidated federal income tax return and combined, consolidated or unitary
state income tax returns where required or where elections to so file have or
will be made;
WHEREAS, Parent, the Subsidiaries and the Participants wish to agree
upon a fair and equitable method for determining the share of the group's
consolidated federal income tax burdens and benefits properly attributable to
each Subsidiary and its subsidiaries;
WHEREAS, Parent, the Subsidiaries and the Participants wish to agree
upon a fair and equitable method for determining the share of any state taxes to
be borne by any members of the Parent Group who file state and local income tax
returns (or other state returns) on a combined, unitary, consolidated or similar
basis;
WHEREAS, the Subsidiaries and the Participants may benefit on account
of the tax attributes of other members of the Parent affiliated group, and such
other members may benefit on account of the tax attributes of the Subsidiaries
or the Participants, as a result of the filing of consolidated federal income
tax returns or any combined, consolidated, unitary or similar state tax returns;
WHEREAS, Parent, the Subsidiaries and the Participants desire to
provide for payments by Parent and Subsidiaries to the other Subsidiaries as
reimbursement for the utilization of such tax benefits; and
WHEREAS, Parent, the Subsidiaries and the Participants desire to
provide a mechanism for making further payments for the utilization of tax
benefits that fairly reflect any subsequent adjustments to prior years'
consolidated federal income tax returns or any combined, consolidated, unitary
or similar state tax return , whether those adjustments are made while any such
Subsidiary remains a member of the affiliated group (or similar state group) of
corporations of which Parent (or any Subsidiary or Participant) is the common
parent or are made after any such Subsidiary ceases to be a member of that
group.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements set forth below, the parties, intending to be legally bound,
agree as follows:
Section One: Definitions
For purposes of this Agreement, the terms set forth below shall have
the following meanings:
(a) Parent Group: All corporations (whether or not presently in
existence) included, from time to time, in the consolidated federal income tax
return filed by Parent.
(b) Subsidiary Group: Each Subsidiary of Parent and all corporations
(whether or not presently in existence) that, at the pertinent time, would be
entitled or required to join with such Subsidiary in filing consolidated federal
income tax returns if such Subsidiary were a common parent corporation and were
not a member of the Parent Group. For purposes of this Agreement, each
first-tier Subsidiary of Parent (and its includible subsidiaries) will comprise
a separate Subsidiary Group. Those corporations presently included in any
Subsidiary Group are listed on Schedule 1, attached to this Agreement.
(c) Truncated Group: All corporations included in the Parent Group
except for the particular Subsidiary Group for which a determination is being
made as to the amount of tax benefits and burdens to be allocated to such
Subsidiary Group.
(d) Parent Group Tax Liability: The consolidated federal income tax
liability of the Parent Group for any taxable year for which the Parent Group
files a consolidated federal income tax return.
(e) Subsidiary Group Tax Liability: The federal income tax liability
determined at the end of the taxable year, of a particular Subsidiary Group,
computed as if the Subsidiary Group was not part of the Parent Group, but rather
a separate affiliated group of corporations filing a consolidated federal income
tax return pursuant to Section 1502 of the Code, except as otherwise provided in
Section 2(a) of this Agreement.
(f) Truncated Group Tax Liability: The federal income tax liability
determined at the end of the taxable year, of the Parent Group, computed as if
the particular Subsidiary Group was not part of the Parent Group.
(g) Member: The Parent and each of the Subsidiaries.
2
(h) Estimated Subsidiary Group Tax Liability: The estimated year to
date Subsidiary Group Tax Liability as of the due date for payments of estimated
tax under Section 6655 of the Code (or any applicable state tax provision)
calculated consistently with the provisions of Section 2 of this Agreement.
(i) Estimated Subsidiary Group Tax Payment: The net difference between
(i) the Estimated Subsidiary Group Tax Liability and (ii) the net amount of
payments made to or by a Subsidiary Group with respect to estimated taxes during
the applicable taxable year.
(j) Parent Tax Benefit: The amount by which the difference between the
aggregate amounts payable by the Subsidiaries to Parent pursuant to Section 3(b)
exceeds the sum of (i) the aggregate amounts payable by Parent to all
Subsidiaries pursuant to Section 3(c) and (ii) the Parent Group Tax Liability.
(k) Parent State Tax Benefit: The amount by which the difference
between the aggregate amounts payable by the Subsidiaries to Parent pursuant to
this Agreement for any state and local tax obligations exceeds the sum of (i)
the aggregate amounts payable by Parent to all Subsidiaries pursuant to this
Agreement for state and local tax obligations and (ii) the Parent Group's
aggregate state and local tax liability.
Section Two: Calculation of Subsidiary Group and Truncated Group Tax Liability
(a) Subsidiary Group Tax Liability: The annual computation of any
Subsidiary Group Tax Liability shall be determined for purposes of this
Agreement in accordance with the following principles:
1. The income, deductions, credits, carryovers, and
other tax attributes of the Subsidiary Group shall be determined in
accordance with all elections actually made (or deemed made by
operation of law) by each member of the Subsidiary Group for purposes
of computing the Parent Group Tax Liability.
2. If any transaction between any member of the
Subsidiary Group and any member of the Truncated Group constitutes an
intercompany transaction (as that term is defined in Section 1.1502-13
of the Treasury Regulations) between members of the Parent Group, then
that member of the Subsidiary Group (or any other member of the
Subsidiary Group that inherits any portion of the deferred gain or loss
of that corporation pursuant to Section 1.1502-13(c)(1) or Section
1.1502-13(c)(6) of the Treasury Regulations) shall take into account
the tax attributes associated with the transaction at the time and in
the manner it takes those tax attributes into account for purposes of
the Parent Group's consolidated tax return.
3. Any carryover ordinary or capital losses or
credits of the Subsidiary Group shall be taken into consideration when
computing the Subsidiary Group Tax Liability unless (i) such carryover
losses or credits were absorbed in computing the Parent Group Tax
3
Liability for any or all previous tax years and (ii) the Parent
compensated such Subsidiary Group for the use of such losses or credits
in accordance with the principles set forth in Section 3 of this
Agreement.
4. The Subsidiary Group Tax Liability shall be
computed on a basis consistent with the calculation of the Parent Group
Tax Liability (i.e., if the Parent Group Tax Liability does not reflect
a liability for the Alternative Minimum Tax, the Subsidiary Group shall
compute its tax liability without regard to the Alternative Minimum
Tax; similarly, if the Parent Group Tax Liability reflects a liability
for the Alternative Minimum Tax, the Subsidiary Group shall compute its
tax liability with regard to the Alternative Minimum Tax).
5. In the event that more than one Subsidiary Group
generates losses or credits in any tax year and the Parent Group does
not utilize the aggregate amount of such losses or credits to reduce
the Parent Group Tax Liability, such unutilized losses or credits will
be allocated to those companies contributing to the aggregate losses or
credits on a proportionate basis.
(b) Truncated Group Tax Liability: The annual computation of the
Truncated Group Tax Liability shall be determined for purposes of this Agreement
in accordance with the following principles:
1. The income, deductions, credits, carryovers, and
other tax attributes of the Truncated Group shall be determined in
accordance with all elections actually made (or deemed made by
operation of law) by each member of the Truncated Group for purposes of
computing the Parent Group Tax Liability.
2. If any transaction between any member of the
Subsidiary Group and any member of the Truncated Group constitutes an
intercompany transaction (as that term is defined in Section 1.1502-13
of the Treasury Regulations) between members of the Parent Group, then
that member of the Truncated Group (or any other member of the
Truncated Group that inherits any portion of the deferred gain or loss
of that corporation pursuant to Section 1.1502-13(c)(1) or Section
1.1502-13(c)(6) of the Treasury Regulations) shall take into account
the tax attributes associated with the transaction at the time and in
the manner it takes those tax attributes into account for purposes of
the Parent Group's consolidated tax return.
3. Any carryover ordinary or capital losses or
credits of a member of the Truncated Group shall be taken into
consideration when computing the Truncated Group Tax Liability unless
(i) such carryover losses or credits were absorbed in computing the
Parent Group Tax Liability for any or all previous tax years and (ii)
the Parent compensated such member of the Truncated Group for the use
of such losses or credits in accordance with the principles set forth
in Section 3 of this Agreement.
4. The Truncated Group Tax Liability shall be
computed on a basis consistent with the calculation of the Parent Group
Tax Liability (i.e., if the Parent Group Tax Liability does not reflect
a liability for the Alternative Minimum Tax, the Truncated Group shall
compute its tax liability without regard to the Alternative Minimum
Tax).
4
5. In the event that more than one Subsidiary Group
generates losses or credits in any tax year and the Parent Group does
not utilize the aggregate amount of such losses or credits to reduce
the Parent Group Tax Liability, such unutilized losses or credits will
be allocated to those companies contributing to the aggregate losses or
credits on a proportionate basis and for purposes of computing the
Truncated Group Tax Liability, the proportionate share of such credits,
unutilized losses or any unabsorbed losses shall be added back to the
Truncated Group's taxable income for purposes of computing the
Truncated Group Tax Liability.
Section Three: Payments With Respect to Tax Benefits and Burdens
(a) If a consolidated federal income tax return is filed by
the Parent Group for a taxable year, and if that return evidences a liability
for federal income taxes for such year, the total liability as shown on such
return shall be payable in full by Parent.
(b) For any taxable year during which income, loss, or credit
against federal income tax of any Subsidiary or any other member of any
Subsidiary Group is includible in computing the Parent Group Tax Liability, such
Subsidiary shall pay to Parent an amount equal to such Subsidiary Group Tax
Liability, if any. This amount shall be paid before thirty days following the
earlier of (i) the date on which the Parent Group's consolidated federal income
tax return is filed or (ii) the date, following the close of such taxable year,
on which Parent notifies a Subsidiary of Parent's final determination of the
Subsidiary Group Tax Liability.
(c) For any taxable year during which income, loss, or credit
against federal income tax of Subsidiary or any other member of a Subsidiary
Group is includible in computing the Parent Group Tax Liability, Parent shall
pay to such Subsidiary an amount equal to the excess, if any, of the Truncated
Group Tax Liability for the taxable year over the Parent Group Tax Liability for
the taxable year. This payment shall be made within thirty days after the Parent
Group's consolidated return for a taxable year is filed. In the event that
multiple Subsidiary Groups losses are includible in computing the Parent Group
Tax Liability, such payment shall be made to each individual Subsidiary Group on
a proportionate basis.
(d) Parent Tax Benefit: Notwithstanding any other provision of
this Agreement, to the extent that there is a Parent Tax Benefit the Parent
shall pay the amount of such Parent Tax Benefit to those Subsidiary Groups who
have Subsidiary Group Tax Liabilities. Any such payment to the Subsidiary Groups
shall be allocated among the separate Subsidiary Groups in proportion to the
amount of the Subsidiary Groups separate Subsidiary Group Tax Liabilities.
(e) Estimated Tax Payments: For purposes of computing
estimated tax payments, the provisions set forth in Section 2 shall be applied
on each due date for payments of any estimated tax under Section 6655 of the
Code (or any applicable state or local tax provision) to compute the Estimated
Subsidiary Group Tax Liability and the Estimated Subsidiary Group Tax Payment
for each Subsidiary Group. If the Estimated Subsidiary Group Tax Payment results
in a payment due to the Parent, (i.e., the Estimated Subsidiary Group Tax
Liability exceeds the net amount of payments previously made by or to such
Subsidiary Group), such Subsidiary Group shall remit such amount to the Parent
within fifteen days of the due date for payments of estimated tax under Section
6655 of the Code (or any applicable state or local tax provision). If the
Estimated Subsidiary Group Tax Payment results in a payment due to a Subsidiary
Group (i.e., the Estimated Subsidiary Group Tax Liability is less than the net
amount of payments previously made by or to such Subsidiary Group), Parent shall
5
remit such payment to such Subsidiary Group within fifteen days after the due
date for payments of estimated tax under Section 6655 of the Code (or any
applicable state tax provision). Any estimated tax payments made by a Subsidiary
to Parent under this Section 3(d) for any taxable year shall be applied to
reduce the amount, if any, owing by such Subsidiary to Parent under Section 3(b)
for that year. If the sum of the payments made by a Subsidiary under this
Section 3(d) for any taxable year exceeds the amount owing by such Subsidiary to
Parent under Section 3(b) for that taxable year, Parent shall repay the excess
to Subsidiary within thirty days after the Parent Group's consolidated federal
income return for that year is filed. The same rules shall apply with respect to
estimated tax payments for state and local income taxes for which the Parent
Group or any member of the Parent Group files income tax returns on a combined,
unitary, consolidated or similar basis, taking into account the provisions of
Section 10 of this Agreement with respect to determining any Subsidiary Group
State Tax Liability for the applicable period.
Section Four: Carrybacks
(a) In the event that the Parent Group incurs a consolidated
net operating loss (as that term is defined in Section 1.1502-21(f) of the
Treasury Regulations) or a credit against federal income tax for any taxable
year and that consolidated net operating loss or tax credit is carried back to
and absorbed in a prior taxable year of Parent or any member of the Parent
Group, then the Parent Group Tax Liability, the Subsidiary Group(s) Tax
Liability, and the Truncated Group Tax Liability for the prior taxable year
shall be recomputed accordingly, and the amount of the liabilities determined
under Section 2 of this Agreement shall be adjusted to conform to those
recomputations.
(b) Parent shall be responsible for carrying out any
recomputations required by Section 4(a) and shall promptly send each Subsidiary
notification of any conforming adjustment of affected liabilities under Section
Two of this Agreement. Within 10 days following the mailing of that notice, each
Subsidiary shall pay Parent or Parent shall pay such Subsidiary, as the case may
be, the amount of any payment due in accordance with Section Three of this
Agreement resulting from any recomputations done in accordance with Section
4(a), as reflected in the notice.
(c) This Agreement shall have no application to the carryback
of a net operating loss or credit from a separate return year (within the
meaning of Section 1.1502-1(e) of the Treasury Regulations) of a Subsidiary or
another affiliated group of which a Subsidiary is a member, as the case may be,
to any taxable year of the Parent Group.
6
Section Five: Adjustments
(a) Adjustments To Tax Liability For Tax Years Ending Before
Effective Date: If a taxing authority adjusts the state or
federal tax of any member of the Parent Group for a tax period that ended prior
to the effective date of this Agreement, such adjustment shall be allocated in
the following manner:
1. The Vice President of Taxes of Parent shall first
determine whether such adjustment relates to either (i) a member of the
former affiliated group of corporations for which PECO was the common
parent (the "PECO Group") or (ii) a member of the former affiliated
group of corporations for which Unicom was the common parent (the
"Unicom Group").
2. If the adjustment relates to a member of the
Unicom Group, such adjustment shall be allocated in accordance with any
tax sharing agreement among the members of the Unicom Group effective
for the taxable year of the adjustment.
3. If the audit adjustment relates to a member of the
former PECO Group, such adjustment shall be borne by PECO to the extent
provided in any document referred to in Section 5(a)(5) of this
Agreement and, notwithstanding any other provision of this document
with the exception of Section 5(a)(5), shall not be allocated to any
current or former member of the PECO group.
4. Provided further however, that the Vice President
of Taxes of Parent shall be responsible for determining the line(s) of
business any such adjustment relates to. If the adjustment is directly
related to a line of business not currently conducted by the entity for
which such tax would be allocated under Section 5(a)(2) or 5(a)(3)
above (i.e. the generation business), then the adjustment shall be
allocated (except as provided in Section 5 (a)(3) of this Agreement) to
the entity currently conducting such line of business and such line of
business shall be responsible for paying the tax due as a result of
such increase in state or federal tax liability.
5. Provided further however, if any provision of this
Agreement is contrary to a provision (a) in any of the following
documents: (i) Plan of Division dividing PECO Energy Company into PECO
Energy Company and Exelon Business Services Company; (ii) Assignment
and Assumption Agreement by and between PECO Energy Company and Exelon
Generation Company, LLC dated January 1, 2001; (iii) Assignment and
Assumption Agreement by and between PECO Energy Company and Exelon
Enterprises Company, LLC dated January 1, 2001; and (iv) Assignment and
Assumption Agreement by and between PECO Energy Company and Exelon
Business Services Company dated January 1, 2001 and (v) Contribution
Agreement between Commonwealth Edison Company and ComEd Generation
7
Company LLC dated January 1, 2001 (collectively the "Contribution
Agreements"), or (b) of Section 13(c) of this Agreement, then the
provisions in the respective Contribution Agreement or of Section 13(c)
shall control, respectively. In the event the provisions of any of the
Contribution Agreements conflicts with any provision of Section 13(c),
the provisions of Section 13(c) shall control.
(a) Changes to Tax Liability for Prior Tax Years After Effective Date:
If the Parent Group Tax Liability for a taxable year is changed for any reason
other than the carryback of a net operating loss or credit governed by Section 4
of this Agreement (including, but not limited to, the filing of an amended
return, a claim for refund, or an examination by the Internal Revenue Service),
and the allocation of such adjustment is not governed by the provisions of
Section 5(a), then the Subsidiary Group(s) Tax Liability and the Truncated Group
Tax Liability for such taxable year shall be recomputed accordingly to the terms
of this Agreement, and the amount of the liabilities determined under Section 2
of this Agreement shall be adjusted to conform to those recomputations.
(b) Whenever any payment is due on account of a recomputation pursuant
to Section 5(b), an additional liability (referred to in this Agreement as
"Associated Interest") shall be determined to reflect the interest cost or
benefit associated with that recomputation and consequent adjustment to
liabilities under Section Two of this Agreement. The liability for Associated
Interest shall be computed by applying the applicable rates of interest under
the rules prescribed by the Code and Treasury Regulations for the periods in
question to the adjusted liabilities under Section Two of the Agreement. The
applicable rates of interest shall be determined as follows:
1. In the case of an increase in an amount due under
Section 3(b) or a decrease in an amount due under Section 3(c), the
applicable rate shall be: (i) the rate (or rates) charged by the
Internal Revenue Service with respect to underpayments of income tax,
to the extent that the recomputation of the Subsidiary Group(s) Tax
Liability for the taxable year of the adjustment served to create or
increase an actual Parent Group Tax Liability for the taxable year;
provided however that such rate shall not be the "large corporation"
underpayment rate unless the Parent Group is subject to such rate, and
(ii) the rate paid by the Internal Revenue Service on overpayments of
income tax, to the extent that the recomputation of the Subsidiary
Group Tax Liability served to reduce or eliminate a refund that the
Parent Group would have been entitled to receive if the Parent Group
had consisted only of the members of the Truncated Group in the taxable
year for which the adjustment is made.
2. In the case of a decrease in an amount due under
Section 3(b) or an increase in an amount due under Section 3(c), the
applicable rate shall be the rate (or rates) paid by the Internal
Revenue Service with respect to overpayments of income tax.
(c) Parent shall be responsible for carrying out any recomputations
required by Section 5(b) of this Agreement and for the computation of Associated
Interest required by Section 5(c) of this Agreement and shall promptly send each
Subsidiary written notification of both. Within 10 days following the receipt of
that notice, Subsidiary shall pay Parent or Parent shall pay Subsidiary, as the
case may be, the amount of any increased liabilities under Section 2 of the
Agreement and any Associated Interest computed under Section 5(c) of this
Agreement, as reflected in the notice.
8
(d) The provisions of this Section 5, together with those provisions of
Section 3 that may be invoked under this Section 5 from time to time, shall
remain in effect notwithstanding that a Subsidiary may have ceased to be a
member of the affiliated group of corporations of which Parent is the common
parent.
Section Six: Interest
If any payment required to be made pursuant to Section 3, 4 or
5 of this Agreement is not made within the time periods specified in those
Sections, the delinquent payment shall bear interest from its due date until the
date of actual payment at the rate (or rates) charged by the Internal Revenue
Service on underpayments of tax for the periods in question.
Section Seven: Tax Sharing Agreement Among Members of a Subsidiary Group
(a) Upon completion of (i) the calculation of the Parent Group
Tax Liability, each Subsidiary Group Tax Liability and the Truncated Group Tax
Liability and (ii) the payments between the Parent and any or all of the
Subsidiaries in accordance with the provisions of Section 3, each Subsidiary
Group shall then repeat the procedures set forth in Section 2 for the purposes
of determining the amount of tax benefits and burdens to be allocated among the
individual members of a particular Subsidiary Group. Payments among the members
of the Subsidiary Group shall be in accordance with the provisions in Section 3.
For purposes of this computation, each Subsidiary shall be deemed to be the
parent of its respective affiliated group and each second tier subsidiary and
its subsidiaries shall comprise a separate Subsidiary Group. Each Subsidiary
Group shall repeat this process until there are no additional corporations
within the Subsidiary Group which could comprise an affiliated group. Provided
however, that no allocations of tax benefits and burdens among members of any
Subsidiary Group (including any second-tier or lower Subsidiary Group) need be
made in accordance with this Section 7 if such Subsidiary Group enters into a
separate tax allocation agreement among all of the members of such Subsidiary
Group which is in compliance with the Public Utility Holding Company Act of 1935
("PUHCA"). Unless expressly provided in this Section 7(a), for purposes of
allocating the amount of tax benefits and burdens among the members of a
particular Subsidiary Group, all provisions of this tax sharing agreement shall
be applicable.
(b) Solely for purposes of computing their portion of the
Parent Group Tax Liability in accordance with this Section 7 of the Agreement,
Exelon Energy Delivery, Exelon Generation Company LLC, and Exelon Enterprises
Company and any other entity which is treated as a disregarded entity under
Treasury Regulation Section 301.7701-3, shall be treated as if they had made an
election to be taxed as a corporation pursuant to Treasury Regulation Section
301.7701-2(b) and shall be considered a Participant for purposes of this
Agreement. In addition, all entities properly treated as corporations for
purposes of Section 7701(a)(3) of the Code shall be treated as corporations for
purposes of this Agreement.
9
Section Eight: Responsibility for Tax Calculations and Disputes
The tax department of Parent shall be responsible for
preparing all calculations required under this Agreement. The Vice President of
Taxes and General Tax Officer of Exelon shall review and approve each
calculation prepared by the tax department, and shall be responsible for
resolving any disputes regarding such calculations.
All disputes regarding application of the procedures set forth
in this Agreement shall be resolved by the Vice President of Taxes and General
Tax Officer of Parent in conjunction with such other members of Parent as he (or
she) shall deem necessary or appropriate.
Section Nine: Effective Date
This Agreement shall be effective for taxable years of the
Parent Group beginning after 2000.
Section Ten: State Taxes
State and local income taxes (and other taxes) shall be borne
by the entity (including entities that are "disregarded entities" for federal
income tax purposes or to the entity that is currently conducting such line of
business) that incurs such taxes. For those state and local jurisdictions in
which the Parent Group or any member of the Parent Group files income tax
returns on a combined, unitary, consolidated or similar basis, (a) the total
liability shown on such return shall be paid in full by Parent or such member of
the Parent Group and (b) each member of the Parent Group with nexus in the state
shall pay the Parent or member of the Parent Group filing such return an amount
equal to the tax which such Subsidiary Group would have incurred had such
Subsidiary Group not been a member of the combined, unitary or consolidated
group filing such return ("Subsidiary Group State Tax Liability"). In the event
that there is a Parent State Tax Benefit with respect to any such state tax, the
Parent shall pay the amount of such Parent State Tax Benefit to those Subsidiary
Groups who have a Subsidiary Group State Tax Liability. Any such payment of the
Parent State Tax Benefit to the Subsidiary Groups shall be allocated among the
separate Subsidiary Groups in proportion to the amount of the Subsidiary Groups
separate Subsidiary Group State Tax Liabilities.
Section Eleven: Penalties & Interest
(a) Any Penalties incurred by the Parent Group relating to filing its
consolidated return shall be specifically assigned to the member(s) of the
Parent Group to whom such penalty is directly attributable (and shall become
part of the Subsidiary Group Tax Liability for any Subsidiary Group which
includes that member(s)), provided however, that penalties shall not be
specifically assigned to any particular member or Subsidiary Group if the
imposition of such penalty is not directly attributable to the acts, errors, or
omissions of the member. Penalties not specifically assigned pursuant to the
previous sentence shall be allocated among the Members on a pro rata basis in
accordance with their separate tax liabilities. For this purpose, the Parent's
separate tax liability shall be equal to the difference between the Parent Group
Tax Liability and the aggregate of all Subsidiary Group Tax Liabilities.
10
(b) Any interest incurred by the Parent Group related to filing its
consolidated return shall be specifically allocated to the member(s) of the
Parent Group to whom such interest is directly attributable (and shall become
part of the Subsidiary Group Tax Liability for any Subsidiary Group which
includes that member(s), provided however, that interest shall not be
specifically allocated to any particular member or Subsidiary Group if the
imposition of such interest is not directly attributable to the acts, errors, or
omissions of the member. Interest not specifically allocated pursuant to the
previous sentence shall be allocated among the Members on a pro rata basis in
accordance with their separate tax liabilities. For this purpose, the Parent's
separate tax liability shall be equal to the difference between the Parent Group
Tax Liability and the aggregate of all Subsidiary Group Tax Liabilities.
Section Twelve: Members Leaving Group
(a) In the event that any member of the Parent Group at any time leaves
the Parent Group and, under any applicable statutory provision or regulation,
that member is assigned and is deemed to take with it all or a portion of any of
the tax attributes (including, but not limited to, NOLs, or credit
carryforwards, of the Parent Group), then, to the extent the amounts of the
attributes so taken differs from the amounts of such attributes previously
allocated to such member under this agreement, the leaving member shall
appropriately settle with the Parent Group. Such settlement shall consist of
payment on a dollar for dollar basis for all differences in credits and, in the
case of NOL carryforward differences, in an amount computed by reference to the
highest marginal corporate tax rate in the year in which the member leaves the
Parent Group. The settlement amounts shall be allocated among the remaining
members of the Parent Group in proportion to the relative level of attributes
possessed by each member and the attributes of each member shall be adjusted
accordingly.
Section Thirteen: Changes in Parties
(a) New direct or indirect subsidiaries, affiliates and associates of
Parent, which may come into existence after the effective date of this
Agreement, may become additional "Subsidiaries" or "Participants," as the case
may be, and subject to this Agreement. In addition, entities which are, as of
the effective date of this Agreement, direct or indirect subsidiaries,
affiliates and associates of Parent, may thereafter leave the holding company
system, in which case they will no longer be subject to this Agreement for tax
years after their departure, except for the obligations in Section 12 hereof.
(b) The addition of a new direct or indirect subsidiary, affiliate or
associate company is intended to be evidenced by the signing of a written
joinder to this Agreement but, notwithstanding the failure of a new subsidiary,
affiliate or associate company to sign a written joinder, the new subsidiary,
affiliate or associate company shall be conclusively deemed to have accepted and
agreed to the terms of this Agreement by reason of its inclusion in Parent's
consolidated Federal income tax return and/or any state and local income tax
returns filed on a combined, unitary, consolidated or similar basis with other
members of the Parent group.
11
Section Fourteen: Miscellaneous Provisions
(a) This Agreement contains the entire understanding of the parties
with respect to the subject matter of this Agreement, except that nothing
contained in this Agreement shall be construed to prevent Parent from entering
into tax benefit compensation agreements with members of the Parent Group that
are not also members of a Subsidiary Group or to prevent a Subsidiary from
entering into similar agreements with members of a Subsidiary Group in each
case, provided such agreements are in compliance with PUHCA. No alteration,
amendment, or modification of any of the terms of this Agreement shall be valid
unless made by an instrument signed in writing by an authorized officer of each
party.
(b) This Agreement has been made in and shall be construed and enforced
in accordance with the laws of the Commonwealth of Pennsylvania from time to
time in effect.
(c) Notwithstanding any provision of this Agreement to the contrary,
income tax shall be allocated among the parties in a manner consistent with Rule
45(c)(2)(ii) of PUHCA. Under no circumstances shall the amount of tax liability
allocated to a Member under this Agreement exceed its tax liability computed on
a separate company basis.
(d) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(e) All notices and other communications hereunder shall be deemed to
have been duly given if delivered by hand or mailed by certified or registered
mail, postage prepaid:
(i) if to Parent:
10 S. Dearborn Street
Chicago, Illinois 60603
(ii) if to PECO Energy Company:
2301 Market Street
Philadelphia, Pennsylvania 19103
(iii) if to Exelon Ventures Company, LLC:
10 S. Dearborn Street
Chicago, Illinois 60603
(iv) if to Exelon Energy Delivery Company, LLC:
10 S. Dearborn Street
Chicago, Illinois 60603
(v) if to Commonwealth Edison Company:
10 S. Dearborn Street
Chicago, Illinois 60603
12
(vi) if to Unicom Investment, Inc.:
10 S. Dearborn Street
Chicago, Illinois 60603
(vii) if to Exelon Business Services Company:
10 S. Dearborn Street
Chicago, Illinois 60603
(viii) if to Exelon Generation Company, LLC:
300 Exelon Way
Kennett Square, Pennsylvania 19348
(ix) if to Exelon Enterprises Company, LLC:
10 S. Dearborn Street
Chicago, Illinois 60603
(x) if to any other Participant, to the address listed for
such Participant on Schedule A.
(f) The headings of the Sections of this Agreement are inserted for
convenience only and shall not constitute a part of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and their respective corporate seals to be affixed
hereto, all as of the date and year first above written.
Exelon Corporation
By:
--------------------------------------------------
Ruth Ann Gillis
Senior Vice President and
Chief Financial Officer
Exelon Business Services Company
By:
--------------------------------------------------
J. Barry Mitchell
Senior Vice President, Treasurer
13
Exelon Energy Delivery Company, LLC
By:
--------------------------------------------------
Thomas P. Hill
Vice President, Finance and
Chief Financial Officer
PECO Energy Company
By:
--------------------------------------------------
Frank Frankowski
Vice President, Treasurer and
Chief Financial Officer
Exelon Ventures Company, LLC
By:
--------------------------------------------------
J. Barry Mitchell
Senior Vice President, Treasurer
Unicom Investment, Inc.
By:
--------------------------------------------------
Patricia L. Kampling
Treasurer
Commonwealth Edison Company
By:
--------------------------------------------------
J. Barry Mitchell
Senior Vice President, Treasurer
Aconite Corporation
By:
--------------------------------------------------
Harvey B. Dikter
Secretary
14
Adwin Equipment Company
By:
--------------------------------------------------
Todd D. Cutler
Assistant Secretary
Adwin Realty Company
By:
--------------------------------------------------
Todd D. Cutler
Assistant Secretary
AllEnergy Gas & Electric Marketing Company, LLC
By:
--------------------------------------------------
Scott N. Peters
Assistant Secretary
Amergen Energy Company, LLC
By:
-------------------------------------------------
Todd. D. Cutler
Assistant Secretary
AmerGen Vermont, LLC
By
--------------------------------------------------
Todd. D. Cutler
Assistant Secretary
ATNP Finance Company
By:
--------------------------------------------------
Todd. D. Cutler
Assistant Secretary
15
Cenesco Company, LLC
By:
-------------------------------------------------
Todd. D. Cutler
Assistant Secretary
Chowns Communications, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
ComEd Funding, LLC
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Commonwealth Edison Company of Indiana, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Commonwealth Research Corporation
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Dacon Corporation
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
16
Dashiell Corporation
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Dashiell Holdings Corp.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Edison Development Company
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
EEI Telecommunications, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
EEI Telecommunications
Holdings, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
EIS Engineering
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
17
EIS Investments, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Electric Services, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Energy Trading Company
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
ETT Arizona, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
ETT Boston, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
ETT Houston, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
18
ETT National Power, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
ETT Nevada, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
ETT North America, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Exelon Allowance Management Company, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Exelon Capital Partners, Inc.
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Exelon Communications Holdings, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
19
Exelon Communications Company, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Exelon Energy Ohio, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Exelon Enterprises Company, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Exelon Enterprises Investments, Inc.
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Exelon Enterprises Management, Inc.
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Exelon (Fossil) Holdings, Inc.
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
20
Exelon Generation Company, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Exelon Generation Finance Company
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Exelon Peaker Development General, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Exelon Peaker Development Limited, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Exelon Power Holdings, LP
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Exelon Services, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
21
Exelon Thermal Development, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Exelon Thermal Holdings, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Exelon Thermal Technologies, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
ExTel CORPORATION, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
ExTex La Porte Limited Partnership
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Fischbach and Moore Electric, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
22
Fischbach and Moore, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Fischbach and Moore Electrical Contracting, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Gas Distribution Contractors, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Horizon Energy Company
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Infrasource Corporate Services
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Infrasource, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
23
Infrasource Integrated Services, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
International Communications Services, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
M.J. Electric, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Mechanical Specialties Incorporated
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Michigan Trenching Service, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Mid-Atlantic Pipeliners, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
24
MRM Technical Group, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Mueller Distribution Contractors, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Mueller Energy Services, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Mueller Pipeliners, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
NEWCOTRA, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Northwind Chicago, LLC
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
25
Northwind Midway, LLC
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Northwind Thermal Technologies, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
OSP Consultants, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
OSP Telecom, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
OSP, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
P.A.C.E. Environmental, LLC
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
26
P.A.C.E. Field Service, LLC
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
PEC Financial Services, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
PECO Energy Capital Corp.
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
PECO Energy Power Company
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
PECO Energy Transaction Trust
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Penesco Company, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
27
PHT Holdings, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Port City Power, LLC
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Rand-Bright Corporation
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
RJE Telecom, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Scherer Holding 1, LLC
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Scherer Holding 2, LLC
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
28
Scherer Holding 3, LLC
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Spruce Holdings G.P. 2000, LLC
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Spruce Holdings L.P. 2000, LLC
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
SUnesys of Virginia, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Assistant Secretary
SUNESYS, INC.
By:
-------------------------------------------------
Harvey B. Dikter
Assistant Secretary
Susquehanna Electric Company
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
Susquehanna Power Company
By:
-------------------------------------------------
Todd D. Cutler
Assistant Secretary
29
Syracuse Merit Electric, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
T.H. Green Electric Company, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Texas Ohio Gas, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
The Properties of the Susquehanna Canal
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Trinity Industries, Inc.
By:
-------------------------------------------------
Harvey B. Dikter
Secretary
Unicom Power Holdings, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
30
Unicom Power Marketing, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Unicom Resources, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Utility Locate & Mapping Services, Inc.
By:
---------------------------------------
Harvey B. Dikter
Secretary
UTT Nevada, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
VSI Group, Inc.
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
Wansley Holdings 1, LLC
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
31
Wansley Holdings 2, LLC
By:
-------------------------------------------------
Scott N. Peters
Assistant Secretary
32
SCHEDULE A
Aconite Corporation Dacon Corporation
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60604 Chicago, Illinois 60603
Adwin Equipment Company Dashiell Corporation
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60604 Chicago, Illinois 60603
Adwin Realty Company Dashiell Holdings Corp.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60604 Chicago, Illinois 60603
AllEnergy Gas & Electric Marketing Company, LLC Edison Development Company
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60604 Chicago, Illinois 60603
AmerGen Vermont, LLC EEI Telecommunications, LLC
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60604 Chicago, Illinois 60603
ATNP Finance Company EEI Telecommunications Holdings, LLC
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60604 Chicago, Illinois 60603
Cenesco Company, LLC EIS Engineering, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60604 Chicago, Illinois 60603
Chowns Communications, Inc. EIS Investments, LLC
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60604 Chicago, Illinois 60603
ComEd Funding, LLC Electric Services, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60604 Chicago, Illinois 60603
Commonwealth Edison Company of Indiana, Inc. Energy Trading Company
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60604 Chicago, Illinois 60603
Commonwealth Research Corporation ETT Arizona, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60604 Chicago, Illinois 60603
ETT Boston, Inc. Exelon Energy Ohio, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
ETT Houston, Inc. Exelon Enterprises Investments, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
ETT National Power, Inc. Exelon Enterprises Management, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
ETT Nevada, Inc. Exelon (Fossil) Holdings, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
ETT North America, Inc. Exelon Generation Finance Company
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Exelon Allowance Management Company, LLC Exelon Generation Company International, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Exelon Capital Partners, Inc. Exelon Peaker Development General, LLC
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Exelon Communications Holdings, LLC Exelon Peaker Development Limited, LLC
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Exelon Communications Company, LLC Horizon Energy Company
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Exelon Energy Company Infrasource, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Exelon Power Holdings, L.P. Infrasource Integrated Services, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Exelon Services, Inc. Infrasource Corporate Services
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Exelon Thermal Development, Inc.
10 S. Dearborn Street
Chicago, Illinois 60603
Exelon Thermal Holdings, Inc. International Communications Services, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Exelon Thermal Technologies, Inc. M.J. Electric, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
ExTel Corporation, LLC Mechanical Specialties Incorporated
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
ExTex La Porte Limited Partnership Michigan Trenching Service, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Fischbach and Moore Electric, Inc. Mid-Atlantic Pipeliners, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Fischbach and Moore Electrical Contracting, Inc. MRM Technical Group, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Fischbach and Moore, Inc. Mueller Distribution Contractors, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Mueller Pipeliners, Inc. PECO Energy Capital Corp.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
NEWCOTRA, Inc. PECO Energy Power Company
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Northwind Chicago, LLC PECO Energy Transaction Trust
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Northwind Midway LLC
10 S. Dearborn Street
Chicago, Illinois 60603
Northwind Termal Technologies, Inc. Penesco Company, LLC
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
OSP Consultants, Inc. PHT Holdings, LLC
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
OSP Telecom, Inc. Port City Power, LLC
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
OSP, Inc. Rand-Bright Corporation
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
P.A.C.E. Environmental, LLC RJE Telecom, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
P.A.C.E. Field Service, LLC Scherer Holding 1, LLC
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
PEC Financial Services LLC Scherer Holding 2, LLC
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Scherer Holding 3, LLC Unicom Power Holdings, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Spruce Holdings G.P. 2000, LLC Unicom Power Marketing, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Spruce Holdings L.P. 2000, LLC Unicom Resources, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Sunesys of Virginia, Inc. Utility Locate & Mapping Services, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Susquehanna Electric Company UTT Nevada, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Susquehanna Power Company VSI Group, Inc.
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
T.H. Green Electric Company, Inc. Wansley Holdings 1, LLC
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
Texas Ohio Gas, Inc. Wansley Holdings 2, LLC
10 S. Dearborn Street 10 S. Dearborn Street
Chicago, Illinois 60603 Chicago, Illinois 60603
The Properties of the Susquehanna Canal
10 S. Dearborn Street
Chicago, Illinois 60603
Trinity Industries, Inc.
10 S. Dearborn Street
Chicago, Illinois 60603
E. None
F. SCHEDULES SUPPORTING ITEMS OF THE REPORT.
*F.1 The consent of the independent accountants as to their
opinion on Exelon's consolidated financial statements and
the footnotes is included in Exhibit F.1.
Exhibit F.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Annual Report to the
Securities and Exchange Commission on Form U5S of Exelon Corporation for the
year ended December 31, 2000 filed pursuant to the Public Utility Holding
Company Act of 1935, of our report dated January 30,2001 relating to the
consolidated financial statements of Exelon Corporation which are incorporated
by reference in their Annual Report on Form 10-K for the year ended December 31,
2000 and our reports dated January 30, 2001 relating to the consolidated
financial statements of Commonwealth Edison Company and PECO Energy Company
which are included in their Annual Reports on Form 10-K for the year ended
December 31, 2000.
PricewaterhouseCoopers
Chicago, Illinois
April 30, 2001
*F.2 Supporting plant, depreciation and reserve schedules for
Commonwealth Edison Company and Commonwealth Edison Company
of Indiana, Inc. from FERC Form No. 1 - Annual Report of
Major Electric Utilities, Licensees, and Others as follows:
(previously filed on Form SE)
Summary of Utility Plant and Accumulated Provisions for
Depreciation, Amortization and Depletion
Nuclear Fuel Materials
Electric Plant in Service
Electric Plant Held for Future Use
Construction Work in Progress - Electric
Accumulated Provision for Depreciation of Electric Utility
Plant
Non-utility Property
**F.3 Supporting plant, depreciation and reserve schedules for
PECO and SECO from FERC Form No. 1 - Annual Report of Major
Electric Utilities, Licensees, and Others and the Annual
Report to the Pennsylvania Public Utility Commission filed
herewith on Form SE.
Summary of Utility Plant and Accumulated Provisions for
Depreciation, Amortization and Depletion
Nuclear Fuel Materials
Electric Plant in Service
Electric Plant Held for Future Use
Construction Work in Progress - Electric
Accumulated Provision for Depreciation of Electric Utility
Plant
Non-utility Property
Utility Plant and Adjustments
Completed Construction not Classified
Preliminary Retirement Estimates
Accumulated Provision for Depreciation, Amortization, and
Depletion of Plant and Adjustments
G. FINANCIAL DATA SCHEDULES
Not available, as financial data schedules are no longer required to
be filed.
*H. ORGANIZATION CHART
(Previously filed on Form SE)
I. EWG OR FOREIGN UTILITY COMPANY FINANCIAL STATEMENTS
**I.1 AmerGen Energy Company LLC Financial Statements
Filed confidentially on Form SE.
**I.2 Sithe Energies, Inc. and Subsidiaries Consolidated Financial
Statements
Filed confidentially on Form SE.
SIGNATURE
Exelon Corporation, a registered holding company, has duly caused this annual
report for the year ended December 31, 2000 to be signed on its behalf by the
undersigned thereunto duly authorized, pursuant to the requirements of the
Public Utility Holding Company Act of 1935.
EXELON CORPORATION
By: /S/ Ruth Ann M. Gillis
---------------------
Ruth Ann M. Gillis
Senior Vice President and
Chief Financial Officer
April 30, 2002