UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of CERTIFICATE
Exelon Corporation OF
File No. 70-9693 NOTIFICATION
Public Utility Holding Company Act of 1935 (PUHCA)
Exelon Corporation, a Pennsylvania corporation and registered holding
company (Exelon), hereby submits the following Certificate of Notification
pursuant to Rule 24. This filing is made pursuant to Exelon's Form U-1
Application-Declaration, as amended (the "Financing U-1") and the Securities and
Exchange Commission's merger, financing and investment orders. This certificate
reports activity in File No. 70-9693 for the period July 1, 2003 through
September 30, 2003. Any capitalized terms used herein but not defined herein
have the respective meanings given in the Financing U-1 or the Commission's
Orders.
See Exhibit A for Glossary of Defined Terms
1. Order - A computation in accordance with rule 53(a) setting forth Exelon's
"aggregate investment" in all EWGs and FUCOs, its "consolidated retained
earnings" and a calculation of the amount remaining under the Requested
EWG/FUCO Authority.
Rule 53(a) provides that a registered holding company's aggregate
investment in EWGs and FUCOs may not exceed 50% of its retained earnings.
Exelon was granted partial relief from this rule pursuant to the December
8, 2000 Order, which provides for a Modified Rule 53 Test applicable to
Exelon's investments in EWGs and FUCOs of $4,000 million. At September 30,
2003, Exelon's "aggregate investment" (as defined in rule 53(a) under
PUHCA) in all EWGs and FUCOs was approximately $2,758 million, and
accordingly, at September 30, 2003, Exelon's remaining investment capacity
under the Modified Rule 53 Test was approximately $1,242 million. At
September 30, 2003, Exelon's "consolidated retained earnings" (as defined
in rule 53(a) under PUHCA) was $2,245 million.
2. Order - A breakdown showing Exelon's aggregate investment in each EWG or
FUCO counting against the Requested EWG/FUCO Authority.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1,
certain information concerning the aggregate investment by EWG/FUCO
Project.
3. Order - Identification of any new EWG or FUCO counting against the
requested EWG/FUCO Authority in which Exelon has invested or committed to
invest during the quarter.
See Item 27 regarding a commitment made by Exelon on October 10, 2003.
4. Order - Analysis of the growth in consolidated retained earnings that
segregates total earnings growth of EWGs and FUCOs from that attributable
to other subsidiaries of Exelon.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1,
total earnings growth by EWG and FUCO project in the third quarter, 2003.
1
5. Order - A statement of revenues and net income for each EWG and FUCO for
the twelve months ending as of that quarter.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1, net
income and revenues of Exelon's EWG and FUCO Projects for the twelve
months ended September 30, 2003.
6. Order - Consolidated capitalization ratios of Exelon, with consolidated
debt to include all short-term debt and nonrecourse debt of all EWGs and
FUCOs.
At September 30, 2003, Exelon's consolidated capitalization ratio was:
debt 61%, common equity 35%, preferred securities of subsidiaries of 2%,
and short-tem debt of 2%. (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).
7. Order - A table showing, as of the end of the quarter, the dollar and
percentage components of the capital structure of Exelon on a consolidated
basis and of each Utility Subsidiary.
The capital structures of Exelon and its utility subsidiaries as of
September 30, 2003 are as follows (in millions, except percentage data):
-------------------------------- ----------------- ------------
Exelon Amount Ratio
-------------------------------- ----------------- ------------
Common Equity $8,327 34.9%
-------------------------------- ----------------- ------------
Preferred Securities 509 2.1%
-------------------------------- ----------------- ------------
Long-Term Debt (includes 14,638 61.3%
current maturities)
-------------------------------- ----------------- ------------
Short-Term Debt 408 1.7%
-------------------------------- ----------------- ------------
Total Capitalization $23,882 100.0%
-------------------------------- ----------------- ------------
------------------------------- ------------------ ------------
ComEd Amount Ratio
------------------------------- ------------------ ------------
Common Equity $5,942 47.3%
------------------------------- ------------------ ------------
Preferred Securities 351 2.8%
------------------------------- ------------------ ------------
Long-Term Debt (includes 6,274 49.9%
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt
------------------------------- ------------------ ------------
Total Capitalization $12,567 100.0%
------------------------------- ------------------ ------------
2
------------------------------- ------------------ ------------
PECO Amount Ratio
------------------------------- ------------------ ------------
Common Equity $857 13.2%
------------------------------- ------------------ ------------
Preferred 165 2.5%
------------------------------- ------------------ ------------
Long-Term Debt (includes 5,482 84.1%
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt 12 0.2%
------------------------------- ------------------ ------------
Total Capitalization $6,516 100.0%
------------------------------- ------------------ ------------
------------------------------- ------------------ ------------
Genco Amount Ratio
------------------------------- ------------------ ------------
Member's Equity $2,952 51.0%
------------------------------- ------------------ ------------
Preferred
------------------------------- ------------------ ------------
Long-Term Debt (includes 2,361 40.8%
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt 477 8.2%
------------------------------- ------------------ ------------
Total Capitalization $5,790 100.0%
------------------------------- ------------------ ------------
------------------------------- ------------------ ------------
PEPCO Amount Ratio
------------------------------- ------------------ ------------
Common Equity $14 100.0%
------------------------------- ------------------ ------------
Preferred
------------------------------- ------------------ ------------
Long-Term Debt (includes
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt
------------------------------- ------------------ ------------
Total Capitalization $14 100.0%
------------------------------- ------------------ ------------
3
------------------------------- ------------------ ------------
SPCO Amount Ratio
------------------------------- ------------------ ------------
Common Equity $13 100.0%
------------------------------- ------------------ ------------
Preferred
------------------------------- ------------------ ------------
Long-Term Debt (includes
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt
------------------------------- ------------------ ------------
Total Capitalization $13 100.0%
------------------------------- ------------------ ------------
------------------------------- ------------------ ------------
SECO Amount Ratio
------------------------------- ------------------ ------------
Common Equity $6 100.0%
------------------------------- ------------------ ------------
Preferred
------------------------------- ------------------ ------------
Long-Term Debt (includes
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt
------------------------------- ------------------ ------------
Total Capitalization $6 100.0%
------------------------------- ------------------ ------------
------------------------------- ------------------ ------------
ComEd Indiana Amount Ratio
------------------------------- ------------------ ------------
Common Equity $12 100.0%
------------------------------- ------------------ ------------
Preferred
------------------------------- ------------------ ------------
Long-Term Debt (includes
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt
------------------------------- ------------------ ------------
Total Capitalization $12 100.0%
------------------------------- ------------------ ------------
8. Order - The market-to-book ratio of Exelon's common stock.
At September 30, 2003, the market-to-book ratio of Exelon's common stock
was 2.50 to 1.
4
9. Order - The sale of any common stock or preferred securities by Exelon and
the purchase price per share and the market price per share at the date of
the agreement of sale.
During the third quarter of 2003, 1,173,712 shares of common stock were
issued under various employee stock purchase and compensation plans with a
price range of $53.91 to $59.81 per share. The average price for the
period was $58.98 per share.
10. Order - The total number of shares of Exelon common stock issued or
issuable under options granted during the quarter under employee benefit
plans and dividend reinvestment plans including any employee benefit plans
or dividend reinvestment plans later adopted.
Exelon granted 4,600 stock options in the third quarter of 2003 at an
average exercise price of $56.53 per share.
11. Order - If Exelon common stock has been transferred to a seller of
securities of a company being acquired, the number of shares so issued,
the value per share and whether the shares are restricted in the hands of
the acquirer.
Exelon did not transfer any common stock to a seller of securities of a
company being acquired during the third quarter of 2003.
12. Order - If a guarantee is issued by Exelon, Genco or a Subsidiary where
such guaranty is not exempt under Rule 52 during the quarter, the name of
the guarantor, the name of the beneficiary of the guarantee and the
amount, terms and purpose of the guarantee.
------------------------ ------------------ --------------------- --------------- ----------------
Guarantor Beneficiary Amount Term Purpose
------------------------ ------------------ --------------------- --------------- ----------------
Exelon EBSC $9,000,000 10 years Lease
------------------------ ------------------ --------------------- --------------- ----------------
Exelon Genco $270,500,000 12 months Nuclear
Insurance and
Trading
------------------------ ------------------ --------------------- --------------- ----------------
Exelon Enterprises $118,100,000 12 months Trading and
Surety
------------------------ ------------------ --------------------- --------------- ----------------
13. Order - The amount and terms of any Exelon indebtedness issued during the
quarter.
Overnight commercial paper issued through Chase Manhattan Bank on behalf
of Exelon during the third quarter. Daily balances ranged from $60 million
to $520 million at an average interest rate of 1.11%.
14. Order - The amount and terms of any short-term debt issued by any Utility
Subsidiary during the quarter.
A. Overnight commercial paper issued through Bank One on behalf of PECO
during the third quarter. Daily balances ranged from $-0- million to
$240 million at an average interest rate of 1.05%.
B. ComEd had no commercial paper activity during the third quarter.
C. Contributions to and loans from the Utility Money Pool: The activity
below reflects contributions to and loans from the Money Utility
Pool for the quarter ending September 30, 2003.
D. Exelon, ComEd, PECO and Genco maintain a $1.5 billion 364-day credit
facility to support commercial paper issuances. At September 30,
2003, sublimits under the credit facility were
5
$1.0 billion, $100 million and $400 million for Exelon Corporate,
ComEd and PECO, respectively. Genco did not have a sublimit under
the facility at September 30, 2003. Exelon Corporate, ComEd and PECO
had approximately $720 million, $360 million and $75 million
available under the credit facility, respectively, reflecting
commercial paper, letters of credit and loans outstanding at
September 30, 2003. At September 30, 2003, commercial paper
outstanding was $70 million and $12 million at Exelon Corporate and
PECO, respectively. ComEd and Genco did not have any commercial
paper outstanding at September 30, 2003.
E. On September 29, 2003, Genco closed on an $850 million revolving
credit facility that replaced a $550 million revolving credit
facility that had originally closed on June 13, 2003. Genco used the
facility to make the first payment to Sithe relating to the $536
million note that was used to purchase Exelon New England. This note
was restructured in June 2003 to provide for a payment of $210
million of the principal on June 16, 2003, payment of $236 million
of the principal on the earlier of December 1, 2003 or change of
control of Genco, and payment of the remaining principal on the
earlier of December 1, 2004 or change of control of Genco. At
September 30, 2003, Genco had $640 million available under this
credit facility.
Contributions to the Utility Money Pool
-------------------------------- ---------------------------------- --------------------------------
Company Maximum Daily Contribution Average Interest Rate
-------------------------------- ---------------------------------- --------------------------------
ComEd of Indiana $20,500,000 0.937%
-------------------------------- ---------------------------------- --------------------------------
ComEd $344,000,000 1.031%
-------------------------------- ---------------------------------- --------------------------------
PECO $59,000,000 1.052%
-------------------------------- ---------------------------------- --------------------------------
Loans from the Utility Money Pool
-------------------------------- ---------------------------------- --------------------------------
Company Maximum Daily Borrowing Average Interest Rate
-------------------------------- ---------------------------------- --------------------------------
ComEd $20,500,000 0.937%
-------------------------------- ---------------------------------- --------------------------------
Genco $344,000,000 1.031%
-------------------------------- ---------------------------------- --------------------------------
EBSC $59,000,000 1.052%
-------------------------------- ---------------------------------- --------------------------------
15. Order - The amount and terms of any financings consummated by any
Non-Utility Subsidiary that is not exempt under rule 52.
None.
16. Order - All of the information that would have been provided on a Form
U-6B-2 with respect to each security issuance subject thereto that
occurred during the applicable quarter.
See Exhibit B.
17. Order - Future registration statements filed under the Securities Act of
1933 with respect to securities described in the Rule 24 certificate will
be filed or incorporated by reference as exhibits to the Rule 24
Certificate.
None.
6
18. Order - Consolidated balance sheets as of the end of the quarter and
separate balance sheets as of the end of the quarter for each company,
including Exelon, that has engaged in jurisdictional financing
transactions during the quarter.
See combined Form 10-Q for Exelon Corporation, ComEd, Genco and PECO filed
on October 29, 2003.
19. Order - A retained earnings analysis of Exelon on a consolidated basis and
of each Utility Subsidiary detailing gross earnings, goodwill
amortization, dividends paid out of each capital account and the resulting
capital account balances at the end of the quarter.
The consolidated retained earnings analyses of Exelon, ComEd, PECO, Genco,
PECO Energy Power Company, Susquehanna Power Company, Susquehanna Electric
Company and ComEd of Indiana are attached as Exhibit C.
20. Order - The notional amount and principal terms of any Hedge Instruments
or Anticipatory Hedges entered into during the quarter and the identity of
the other parties to the transaction.
In the third quarter of 2003, Genco entered into forward starting swaps to
hedge interest rate exposure associated with future debt issuances. Each
of the swaps is designated as a cash flow hedge in that it attempts to
minimize the variability of the future interest expense associated with
changes in the 3-month LIBOR rate. A table summarizing the forward
starting swap transactions that were entered into in the third quarter is
below. Each of the transactions will be unwound prior to the associated
debt issuance.
----------------------------------------------------------------------------------------------
Exelon Trade Effective Notional Term Counterparty
Entity Date Date Amount
----------------------------------------------------------------------------------------------
Genco 07/30/03 12/01/03 $100,000,000 10 year JPMorgan
Genco 08/27/03 12/01/03 $100,000,000 10 year Citibank
----------------------------------------------------------------------------------------------
21. Order - The name, parent company and amount invested in any intermediate
subsidiary or financing subsidiary during the quarter and the amount and
terms of any securities issued by those subsidiaries during the quarter.
None.
22. Order - Provide a copy of the consolidated balance sheet and income
statement for Ventures, Genco and Enterprises.
Pursuant to a request for confidential treatment under rule 104 (b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1, a
consolidated balance sheet and income statement for Ventures and
Enterprises. See Form 10-Q for Genco filed on October 29, 2003.
23. Order - A narrative description of Development Activities and amount
expended on Development Activities during the quarter just ended.
Pursuant to a request for confidential treatment under rule 104 (b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1, a
description of Development Activities and amount expended on Development
Activities during the quarter just ended.
7
24. Order - A narrative description of each investment made during the quarter
just ended including:
a. Name of the company and its immediate parent.
See table below.
b. Method of investment (e.g., (1) purchases of capital shares,
partnership interests, member interests in limited liability
companies, trust certificates or other forms of voting or non-voting
equity interests; (2) capital contributions; (3) open account
advances without interest; (4) loans; and (5) guarantees issued,
provided or arranged in respect of the securities or other
obligations of any Intermediate Subsidiaries).
See table below.
c. Type of company and/or its business (e.g., EWG, FUCO, ETC, Rule 58
Subsidiary, Non-U.S. Energy Related Subsidiary, Intermediate
Subsidiary, Financing Subsidiary).
See table below.
d. With respect to Non-U.S. Energy Related Subsidiaries, the business
engaged in and the locations (countries) where it does business.
None.
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Company /
Company / Subsidiary Method of
Immediate Subsidiary Type of Investment Amount Purpose
Parent Company
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Exelon Rule 58 Revolving credit $500,000 Operating funds
Enterprises Enterprises loan LIBOR plus
Company, LLC Management, 50 basis
Inc. points
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Exelon Energy Rule 58 Revolving credit $4,000,000 Operating funds
Enterprises Company loan LIBOR plus
Company, LLC 50 basis
points
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Fischbach & Rule 58 Revolving credit $1,731,000 Operating funds
Enterprises Moore loan LIBOR plus
Company, LLC Electric, Inc. 50 basis
points
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Enterprises Exelon Rule 58 Revolving credit $90,816 Provide operating funds
Thermal loan
Holdings, Inc.
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Exelon Rule 58 Revolving credit $100,000 Provide operating funds
Thermal Thermal loan
Holdings, Inc. Development,
Inc.
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Exelon Rule 58 Revolving credit $200,000 Provide operating funds
Thermal Thermal loan
Holdings, Inc. Technologies,
Inc.
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Power Conemaugh Rule 58 Capital $1,554,000 Operating funds
Holdings, LLC Fuels, LLC contribution
--------------- --------------- ---------------- -------------------- ------------- --------------------------
8
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Genco Conemaugh Rule 58 Capital $1,554,000 Operating funds
Fuels, LLC contribution
--------------- --------------- ---------------- -------------------- ------------- --------------------------
25. Order - With respect to reorganizations during the quarter, a narrative
description of the reorganization together with specifics as to the assets
or securities transferred, the method of transfer and the price or other
consideration for the transfer, and the names of the companies involved in
the transfer.
During the third quarter of 2003, Exelon Energy Company, a retail energy
provider, created several subsidiaries and transferred assets and
liabilities to such companies in anticipation of eventually disposing
them. The assets, liabilities and equity interests in such companies after
the restructuring were as follows:
(In thousands)
--------------------------- ----------------------- ------------------------- ------------------------
Company Assets Liabilities Equity
--------------------------- ----------------------- ------------------------- ------------------------
AllEnergy Rhode Island $(190.13) $(395.78) $205.65
Company, LLC
--------------------------- ----------------------- ------------------------- ------------------------
AllEnergy Massachusetts (3,585.38) (7,463.38) 3,878.00
Company, LLC
--------------------------- ----------------------- ------------------------- ------------------------
AllEnergy Connecticut (977.83) (2,035.47) 1057.64
Company, LLC.
--------------------------- ----------------------- ------------------------- ------------------------
AllEnergy Gas & Electric (5,106.46) (10,629.67) 5,523.21
Marketing Company, LLC
--------------------------- ----------------------- ------------------------- ------------------------
AllEnergy New York (937.09) (1,950.66) 1,013.57
Company, LLC
--------------------------- ----------------------- ------------------------- ------------------------
AllEnergy New Jersey (624.73) (1,300.44) 675.71
Company, LLC
--------------------------- ----------------------- ------------------------- ------------------------
AllEnergy Gas Marketing (1,724.79) (3,590.34) 1,865.55
Co. New York, LLC
--------------------------- ----------------------- ------------------------- ------------------------
AllEnergy Gas Marketing (434.59) (904.65) 470.06
Co. New Jersey, LLC
--------------------------- ----------------------- ------------------------- ------------------------
Exelon Energy Company 13,581.00 28,270.40 (14,689.40)
--------------------------- ----------------------- ------------------------- ------------------------
During the third quarter of 2003, AllEnergy Rhode Island Company, LLC,
AllEnergy Massachusetts Company, LLC and AllEnergy Connecticut Company,
LLC were sold for $168,000, $46,000 and $9,000, respectively.
InfraSource, Inc., a Rule 58 holding company, was sold on September 24,
2003 along with several of its subsidiaries. The assets, liabilities and
equity of InfraSource, Inc that were not sold were contributed to F&M
Holdings Company, LLC, which was created on September 18, 2003.
(In thousands)
------------------------------ -------------------- ------------------------- ------------------------
Company Assets Liabilities Equity
------------------------------ -------------------- ------------------------- ------------------------
F&M Holdings Co., LLC $111,302 $(9,733) $(101,569)
------------------------------ -------------------- ------------------------- ------------------------
9
26. Order - A chart showing, as of the end of such quarterly period and
reflecting any reorganization accomplished during the quarter, all
associated companies of Exelon, in addition to Ventures, that are
Non-Utility Subsidiaries and identifying each as an EWG, FUCO, ETC, Rule
58 Subsidiary, Non-U.S. Energy Related Subsidiary, Intermediate Subsidiary
or Financing Subsidiary, as applicable, and indicating Exelon's percentage
equity ownership in each such entity.
Exelon Corporation Subsidiaries and Investments
As of September 30, 2003
Common Parent Other
Shares Voting Voting Type of Business
Tier Company name Owned Power Power And Authority
-------------------------------------- ------------- ------- ------- ----------------------
Exelon Corporation Public Utility Holding
Company
1 Exelon Business Services Company 1 100.00% Subsidiary Service
Company
1 Unicom Resources, Inc. 100 100.00% Inactive
1 Unicom Assurance Company, Ltd. * General 100.00% Approved in Merger
Partnership Order (Captive
Interest Insurance Company)
1 Exelon Investment Holdings, LLC* Member Interest 100.00% Intermediate Company -
Holding company for tax
advantaged transactions
- housing
Exelon Capital Trust I N/A 100.00% Financing company
Exelon Capital Trust II N/A 100.00% Financing company
Exelon Capital Trust III N/A 100.00% Financing company
1 Exelon Ventures Company, LLC Member Interest 100.00% Public Utility Holding
Company First Tier
2 SynFuel I, LLC Member Interest 100.00% Intermediate holding
company
2 SynFuel II, LLC Member Interest 100.00% Intermediate holding
company
2 Exelon Generation Company, LLC Member Interest 100.00% Public Utility Holding
Company Second Tier and
Utility Company
3 Exelon Generation Finance Company, Member Interest 100.00% Approved in Financing
LLC Order (Financing)
3 ExTex Retail Services Company, LLC Member Interest 100.00% Rule 58 - 5
10
3 Penesco Company, LLC Member Interest 100.00% Rule 58
3 Port City Power, LLC * Member Interest 100.00% Approved in Investment
Order (Development
Company)
3 Southeast Chicago Energy Project, Member Interest 100.00% EWG
LLC
3 Concomber Ltd General 100.00% Approved in Merger
Partnership Order (Captive
Interest Insurance Company)
3 Cenesco Company, LLC Member Interest 100.00% Rule 58
3 Exelon Allowance Management Member Interest 100.00% Rule 58
Company, LLC
3 Susquehanna Electric Company 1,000 100.00% Utility Company
3 Exelon Power Holdings, LP Limited 85.00% Genco - LP Intermediate Subsidiary
Partnership
Interest
Limited 14.00% Peaker Dev.
Partnership Gen. - GP
Interest
Limited 1.00% Ventures - LP
Partnership
Interest
4 Keystone Fuels, LLC Member Interest 20.99% Rule 58
4 Conemaugh Fuels, LLC Member Interest 20.72% Rule 58
4 Exelon (Fossil) Holdings, Inc. 100.00% Intermediate holding
company
5 Sithe Energies, Inc. 49.90% Combo Exempt Wholesale
Generator and Rule 58
3 AmerGen Energy Company, LLC Member Interest 50.00% Exempt Wholesale
Generator
4 AmerGen Consolidation, LLC* Member Interest 100.00% Intermediate company
11
4 AmerGen TMI NQF, LLC* Member Interest 100.00% Intermediate company
4 AmerGen Oyster Creek NQF, LLC* Member Interest 100.00% Intermediate company
4 AmerGen Clinton NQF, LLC* Member Interest 100.00% Intermediate company
3 PECO Energy Power Company 984,000 100.00% Electric Utility
Company and Public
Utility Holding Company
4 Susquehanna Power Company 1,273,000 100.00% Electric Utility Company
5 The Proprietors of the Susquehanna NA 100.00% Inactive
Canal*
3 Exelon Generation International, NA 100.00% Intermediate Subsidiary
Inc. * (1)
3 Exelon Peaker Development General, Member Interest 100.00% Intermediate company
LLC
3 Exelon Peaker Development Limited, Member Interest 100.00% Intermediate company
LLC
4 ExTex LaPorte Limited Partnership Partnership 99.00% Peaker Ltd. - LP Exempt Wholesale
Interest Generator
Partnership 1.00% Peaker Gen. - GP
Interest
3 ExTex Marketing, LLC Member Interest 100.00% Rule 58
4 ExTex Power, LP Partnership 99.00% ExTexMarketing - Rule 58
Interest LP
Partnership 1.00% Genco - GP
Interest
3 Exelon AOG Holding # 1, Inc. 100.00% Intermediate Company
3 Exelon AOG Holding # 2, Inc. 100.00% Intermediate Company
4 Exelon New England Power Marketing, Partnership 99.00% AOG # 2, LP Rule 58
LP Interest
Partnership 1.00% AOG # 1, GP
Interest
12
3 Exelon New England Holdings, LLC Member Interest 100.00% Intermediate Company
4 Exelon New England Power Services, 100.00% Rule 58
Inc.
4 Exelon New England Development, LLC Member Interest 100.00% Development Company
4 Exelon Wyman, LLC Member Interest 100.00% Exempt Wholesale
Generator
4 Exelon Edgar, LLC * Member Interest 100.00% Exempt Wholesale
Generator
4 Exelon Framingham, LLC Member Interest 100.00% Exempt Wholesale
Generator
4 Exelon Framingham Development, LLC* Member Interest 100.00% Development Company
4 Exelon West Medway, LLC Member Interest 100.00% Exempt Wholesale
Generator
4 Exelon West Medway Expansion, LLC Member Interest 100.00% Development Company
4 Exelon West Medway Development, LLC Member Interest 100.00% Development Company
4 Exelon Boston Power Services, LLC Member Interest 100.00% Development Company
4 Exelon New Boston, LLC Member Interest 100.00% Exempt Wholesale
Generator
4 Exelon Hamilton, LLC* Member Interest 100.00% Rule 58
4 Exelon Boston Generating, LLC Member Interest 100.00% Intermediate Company
5 Exelon Mystic, LLC Member Interest 100.00% Exempt Wholesale
Generator
13
5 Exelon Mystic Development, LLC Member Interest 100.00% Exempt Wholesale
Generator
5 Exelon ForeRiver Development, LLC Member Interest 100.00% Exempt Wholesale
Generator
3 Exelon PowerLabs, LLC Member Interest 100.00% Rule 58 (vii)
2 Exelon Enterprises Company, LLC Member Interest 100.00% Non-Utility Holding
Company Second Tier
3 Exelon Energy Company 100 100.00% Rule 58
4 AllEnergy Gas & Electric Marketing Member Interest 100.00% Rule 58
Company, LLC
5 AllEnergy Gas Marketing Co. New Member Interest 100.00% Rule 58
Jersey, LLC
5 AllEnergy New Jersey Company, LLC Member Interest 100.00% Rule 58
5 AllEnergy Gas Marketing Co. New Member Interest 100.00% Rule 58
York, LLC
5 AllEnergy New York Company, LLC Member Interest 100.00% Rule 58
5 Texas Ohio Gas, Inc. 100 100.00% Rule 58
3 Exelon Enterprises Management, Inc. 100.00% Approved in Merger
Order
(investments
in
Rule
58
and
Telecomm.)
4 Exelon Capital Partners, Inc. 100.00% Approved in Merger
Order
(investments
in
Rule
58
and
Telecomm.)
5 ECP Telecommunications Holdings, Member Interest 100.00% Holds ETCs
LLC
6 NEON Communications, Inc. 10.01% Approved in Merger
Order (Investment)
6 Enerwise Global Technologies, Inc. 17.70% ETC
6 Ikimbo, Inc. 14.80% ETC
6 SoftComp, Inc (PermitsNow) 15.51% Inactive
6 OmniChoice.com, Inc. 30.00% ETC
6 Planalytics, Inc. 12.00% ECP
6 Everest Broadband Networks 15.00% ETC
6 Energy Trading Company 100.00% ETC
14
5 Exelon Enterprises Investments, 100.00% Approved in Merger
Inc.
Order
(investments
in
Rule
58
and
Telecomm.)
6 Kinetic Venture Fund I, LLC 22.22% Merger U-1 Amendment #
5 (Reserved
Jurisdiction)
6 Kinetic Venture Fund II, LLC 14.30% Merger U-1 Amendment #
5 (Reserved
Jurisdiction)
6 UTECH Climate Challenge Fund, L.P. 24.30% Approved in Merger
Order (energy related
- venture capital Rule
58)
5 Clean Air Partners, Inc. 13.90% ETC
6 EEI Telecommunications Holdings, Member Interest 100.00% ETC
LLC
7 Exelon Communications Holdings, LLC Member Interest 100.00% ETC
8 PHT Holdings, LLC Member Interest 100.00% Held by ETC
9 PECO Hyperion Telecommunications Partnership 49.00% PHT Holdings Held by ETC
Interest
Partnership 1.00% PECO
Interest
8 Exelon Communications Company, LLC Member Interest 100.00% Held by ETC
4 CIC Global, LLC Member Interest 50.00% Held by ETC
4 Unigrid Energy, LLC Member Interest 50.00% Inactive
3 F&M Holdings Company, LLC Member Interest 100.00% Rule 58
4 VSI Group, Inc. 100 100.00% Rule 58
5 EGW Meter Services, LLC * Member Interest 100.00% Rule 58
15
4 InfraSource Integrated Services, 100.00% Rule 58
Inc.
5 EIS Engineering, Inc. 100.00% Rule 58
6 InfraSource F.S. LLC * Member Interest 100.00% Rule 58
6 InfraSource E.S. LLC * Member Interest 100.00% Rule 58
4 NEWCOSY, Inc. 1 100.00% Rule 58
4 Fischbach and Moore Electric, Inc. 1 100.00% Rule 58
4 NEWCOTRA, Inc.* 1 100.00% Rule 58
5 Fischbach and Moore, Inc. 1 100.00% Rule 58
6 Fischbach and Moore Electric 1 100.00% Rule 58
Contracting, Inc.*
6 T.H. Green Electric Co., Inc.* 1 100.00% Rule 58
5 Rand-Bright Corporation 1 100.00% Rule 58
OSP Servicios S.A. de C.V. 100.00% Rule 58
5 Utility Locate & Mapping Services, 1 100.00% Rule 58
Inc.*
5 Universal Network Development, 49.00% Rule 58
Corp.*
4 EIS Investments, LLC* Member Interest 100.00% Rule 58
5 WCB Services, LLC * Member Interest 49.00% Rule 58
3 Exelon Services, Inc. 100.00% Rule 58
4 Exelon Services Federal Group, Inc. 100.00% Rule 58
3 Unicom Power Holdings, LLC Member Interest 100.00% Rule 58
3 Unicom Power Marketing, Inc. 100 100.00% Rule 58
3 Adwin Equipment Company 100.00% Rule 58
3 Exelon Thermal Holdings, Inc. 100 100.00% Rule 58
4 ETT North America, Inc. 10 100.00% Rule 58
5 Northwind Thermal Technologies 10 100.00% Merger Order Reserved
Canada, Inc. Jurisdiction ;
Investment
U-1
in
Docket
70-9691
(Rule
58
operating
outside
the
U.S.)
16
6 ETT Canada, Inc. 10 100.00% Merger Order Reserved
Jurisdiction ;
Investment U-1 in
Docket 70-9691 (Rule 58
operating outside the
U.S.)
7 Northwind Windsor JV 50.00% Merger Order Reserved
Jurisdiction ;
Investment U-1 in
Docket 70-9691 (Rule 58
operating outside the
U.S.)
4 ETT Nevada, Inc. 100 100.00% Rule 58
5 Northwind Aladdin, LLC Member Interest 75.00% Rule 58
5 Northwind Las Vegas, LLC Member Interest 50.00% Rule 58
4 Northwind Chicago, LLC Member Interest 100.00% Rule 58
4 Exelon Thermal Development, Inc. 100 100.00% Rule 58
4 Exelon Thermal Technologies, Inc. 100 100.00% Rule 58
4 ETT Boston, Inc. 100 100.00% Rule 58
5 Northwind Boston, LLC Member Interest 25.00% Rule 58
4 ETT Houston, Inc. 100 100.00% Rule 58
4 ETT National Power, Inc. 100 100.00% Rule 58
5 Northwind Midway, LLC Member Interest 100.00% Rule 58
1 Unicom Investment, Inc. 100 100.00% Approved in Merger
Order (Tax advantaged
transactions)
2 Scherer Holdings 1, LLC Member Interest 100.00% Approved in Merger
Order (Tax advantaged
transactions)
2 Scherer Holdings 2, LLC Member Interest 100.00% Approved in Merger
Order (Tax advantaged
transactions)
2 Scherer Holdings 3, LLC Member Interest 100.00% Approved in Merger
Order (Tax advantaged
transactions)
17
2 Spruce Holdings G.P. 2000, LLC Member Interest 100.00% Approved in Merger
Order (Tax advantaged
transactions)
2 Spruce Holdings L.P. 2000, LLC Member Interest 100.00% Approved in Merger
Order (Tax advantaged
transactions)
3 Spruce Equity Holdings, L.P. Partnership 99.00% Spruce LP Approved in Merger
Interest Order (Tax advantaged
transactions)
Partnership 1.00% Spruce GP
Interest
4 Spruce Holdings Trust Trust Interest 100.00% Approved in Merger
Order (Tax advantaged
transactions)
2 Wansley Holdings 1, LLC Member Interest 100.00% Approved in Merger
Order (Tax advantaged
transactions)
2 Wansley Holdings 2, LLC Member Interest 100.00% Approved in Merger
Order (Tax advantaged
transactions)
1 Exelon Energy Delivery Company, LLC Member Interest 100.00% Intermediate public
utility holding company
2 PECO Energy 170,478,507 100.00% Electric and Gas
Company Utility Company
3 East Coast Natural Gas Cooperative, Limited 41.12% Rule 58
LLP Partnership
Interest
3 Horizon Energy Company* 1,000 100.00% Inactive
3 Adwin Realty Company 1,000 100.00% Merger Order Reserved
Jurisdiction (Real
Estate)
4 Ambassador II Joint Venture NA 50.00% Merger Order Reserved
Jurisdiction (Real
Estate)
4 Bradford Associates NA 50.00% Merger Order Reserved
Jurisdiction (Real
Estate)
4 Henderson Ambassador Associates NA 50.00% Merger Order Reserved
Jurisdiction (Real
Estate)
18
3 PECO Energy Transition Trust NA 100.00% Approved in Merger
Order (Financing)
3 PECO Energy Capital Corp. 1,000 100.00% Approved in Merger
Order (Financing)
4 PECO Energy Capital Trust II NA 100.00% Approved in Merger
Order (Financing)
4 PECO Energy Capital Trust III NA 100.00% Approved in Merger
Order (Financing)
PECO Energy Capital Trust IV NA 100.00% Financing
PECO Energy Capital Trust V* NA 100.00% Financing
PECO Energy Capital Trust VI* NA 100.00% Financing
4 PECO Energy Capital, LP NA 3.00% Approved in Merger
Order (Financing)
3 ExTel Corporation, LLC Member Interest 100.00% Intermediate Subsidiary
4 PECO Wireless, LP NA 99.00% PECO Intermediate Subsidiary
1.00% ExTel
5 ATNP Finance Company 100 100.00% Approved in Merger
Order (Financing)
5 PEC Financial Services, LLC Member Interest 100.00% Approved in Merger
Order (Financing)
3 Adwin, Cogeneration, Inc. * 50.00% ERC
2 Commonwealth Edison 127,020,904 99.90% Public Utility Holding
Company Company, Second Tier;
Electric Utility
Company
3 Commonwealth Edison Company of 908,084 100.00% Electric Utility Company
Indiana, Inc.
3 ComEd Financing I NA 100.00% Approved in Merger
Order (Financing)
3 ComEd Financing II NA 100.00% Approved in Merger
Order (Financing)
3 ComEd Financing III* NA 100.00% Financing
3 ComEd Funding, LLC Member Interest 100.00% Approved in Merger
Order (Financing)
4 ComEd Transitional Funding Trust NA 100.00% Approved in Merger
Order (Financing)
3 Commonwealth Research Corporation 200 100.00% Rule 58
3 Edison Development Company 741 100.00% Approved in Merger
Order (economic and
community development)
19
3 Edison Development Canada Inc. 15,158 100.00% Merger Order reserved
jurisdiction;
Investment U-1 in
Docket 70-9691
(economic and community
development)
4 Edison Finance Partnership NA 100.00% Merger Order reserved
jurisdiction;
Investment U-1 in
Docket 70-9691
(Financing)
1 Boston Financial Institutional Tax NA 10.72% Approved in Merger
Credit Fund X Order (tax advantaged
transactions - housing)
1 Boston Financial Institutional Tax NA 43.69% Approved in Merger
Credit Fund XIV Order (tax advantaged
transactions - housing)
1 Boston Financial Institutional Tax NA 14.19% Approved in Merger
Credit Fund XIX Order (tax advantaged
transactions - housing)
1 Boston Financial Institutional Tax NA 34.54% Approved in Merger
Credit Fund XXI Order (tax advantaged
transactions - housing)
1 Related Corporate Partners XII, L.P. NA 36.03% Approved in Merger
Order (tax advantaged
transactions - housing)
1 Related Corporate Partners XIV, L.P. NA 15.99% Approved in Merger
Order (tax advantaged
transactions - housing)
1 Summit Corporate Tax Credit Fund II NA 33.00% Approved in Merger
Order (tax advantaged
transactions - housing)
1 USA Institutional Tax Credit Fund NA 24.49% Approved in Merger
XXII Order (tax advantaged
transactions - housing)
New Companies
-------------
F&M Holdings Company, LLC formed in Delaware, 9/18/2003. Holding company
20
for former InfraSource companies that were not sold on 9/24/2003. SynFuel
I, LLC, formation in Delaware on 7/25/2003.
Intermediate holding company
SynFuel II, LLC, formation in Delaware on 7/25/2003.
Intermediate holding company
AllEnergy Gas Marketing Co. New Jersey, LLC
Formation in Delaware on 7/10/2003
Retail marketing of natural gas and energy-related services.
AllEnergy Gas Marketing Co. New York, LLC
Formation in Delaware on 7/10/2003
Retail marketing of natural gas and energy-related services.
Exelon Capital Trust I
Formation in Delaware on 8/25/2003
Exelon Capital Trust II
Formation in Delaware on 8/25/2003
Exelon Capital Trust III
Formation in Delaware on 8/25/2003
Dispositions
------------
Aconite Corporation Sold September 24, 2003
Blair Park Services, Inc. Sold September 24, 2003
Chowns Communications, Inc. Sold September 24, 2003
Dacon Corporation Sold September 24, 2003
Dashiell
Corporation Sold September 24, 2003
Dashiell Holdings Corporation Sold September 24, 2003
Electric Services, Inc. Sold September 24, 2003
Gas Distribution Contractors,
Inc. Sold September 24, 2003
InfraSource Corporate Services,
Inc. Sold September 24, 2003
InfraSource Underground
Construction, LLC Sold September 24, 2003
InfraSource, Inc. Sold September 24, 2003
International Communications
Services, Inc. Sold September 24, 2003
M.J. Electric, Inc. Sold September 24, 2003
Mechanical Specialties Incorporated Sold September 24, 2003
Mid-Atlantic Pipeliners, Inc. Sold September 24, 2003
MRM Technical Group, Inc. Sold September 24, 2003
Mueller Distribution Contractors,
Inc. Sold September 24, 2003
Mueller Pipeliners, Inc. Sold September 24, 2003
OSP Consultants, Inc. Sold September 24, 2003
OSP Telcomm de Mexico, S.A. de C.V. Sold September 24, 2003
OSP Telecom, Inc. Sold September 24, 2003
OSP, Inc. Sold September 24, 2003
21
RJE Telecom, Inc. Sold September 24, 2003
Sunesys of Virginia, Inc. Sold September 24, 2003
Sunesys, Inc. Sold September 24, 2003
Trinity Industries, Inc. Sold September 24, 2003
AllEnergy Rhode Island Company,
LLC. Sold September 1, 2003
AllEnergy Massachusetts Company,
LLC. Sold September 1, 2003
AllEnergy Connecticut Company,
LLC. Sold September 1, 2003
* Inactive
27. Additional information.
On October 3, 2003, Genco announced that it will buy British Energy's
50-percent interest in AmerGen Energy Co., LLC for $276.5 million, giving
Exelon sole ownership of AmerGen and its three nuclear plants.
The amount matches the offer by FPL Energy, which announced on September
11, 2003 that it intended to buy British Energy's share of AmerGen. Under
the AmerGen limited liability company operating agreement between Exelon
and British Energy, either could exercise a "right of first refusal" by
matching any bona-fide third-party offer agreed to by the other party.
AmerGen owns the Clinton Power Station in Central Illinois, Three Mile
Island Unit 1 near Harrisburg, Pennsylvania and the Oyster Creek
Generating Station on the New Jersey shore. The three stations represent
about 2,500 megawatts of generating capacity.
The AmerGen purchase is expected to be completed in the first half of
2004. See Exelon Corporation Form 8-K filed on October 3, 2003.
22
S I G N A T U R E
Pursuant to the requirements of PUHCA, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: November 26, 2003
EXELON CORPORATION
By: /s/ Matthew F. Hilzinger
-----------------------------
Vice President and Corporate Controller
23
Exhibit A
---------
Glossary of Defined Terms
-------------------------
AmerGen AmerGen Energy Company, LLC
ComEd Commonwealth Edison Company
ComEd of Indiana Commonwealth Edison Company of Indiana, Inc.
EBSC Exelon Business Services Company
Exelon Exelon Corporation
Enterprises Exelon Enterprises Company, LLC
EWGs Exempt wholesale generators
FUCO Foreign utility company
ExTex ExTex LaPorte Limited Partnership
Genco Exelon Generation Company, LLC
PECO PECO Energy Company
PEPCO PECO Energy Power Company
Power Holdings Exelon Power Holdings, LP
PETT PECO Energy Transition Trust
Sithe Sithe Energies, Inc.
ENEH Exelon New England Holdings, LLC
Southeast Chicago Southeast Chicago Energy Project, LLC
SECO Susquehanna Electric Company
SPCO Susquehanna Power Company
24
Exhibit B - Item 16
-------------------
A.
Commonwealth Edison Company has issued the security described herein which issue
was exempted from the provisions of section 6(a) of the Act and was neither the
subject of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): First Mortgage Bonds
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $250 million.
4. Rate of interest per annum of each security: 4.74%
5. Date of issue, renewal or guaranty of each security: August 25, 2003
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): 2010.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Various.
9. Collateral given with each security: First mortgage.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: The proceeds from the sale of
the bonds were used to finance the repayment and early retirement of
long-term debt.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section 6
(a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is primarily
or secondarily liable) not more than 5 per centum of the principal amount
and par value of the other securities of such company then outstanding.
(Demand notes, regardless of how long they may have been outstanding,
shall be considered as maturing in not more than nine months for the
purpose of the exemption from Section 6 (a) of the Act granted by the
first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (a).
25
B.
--
Commonwealth Edison Company has issued the security described herein which issue
was exempted from the provisions of section 6(a) of the Act and was neither the
subject of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Pollution Control Revenue
Refunding Bonds.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $42 million.
4. Rate of interest per annum of each security: Variable.
5. Date of issue, renewal or guaranty of each security: September 24, 2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): November 1, 2019.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Various.
9. Collateral given with each security: A series of ComEd's first mortgage
bonds.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: The proceeds from the sale of
the bonds will be used to refund certain obligations issued to refinance
the cost of certain pollution control and solid waste disposal facilities
of ComEd.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section 6
(a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is primarily
or secondarily liable) not more than 5 per centum of the principal amount
and par value of the other securities of such company then outstanding.
(Demand notes, regardless of how long they may have been outstanding,
shall be considered as maturing in not more than nine months for the
purpose of the exemption from Section 6 (a) of the Act granted by the
first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (a).
26
C.
--
Exelon Enterprises Management, Inc. has issued the security described herein
which issue was exempted from the provisions of section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $500 thousand.
4. Rate of interest per annum of each security: LIBOR plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: Third quarter, 2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Exelon Enterprises Company, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Operations.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section 6
(a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is primarily
or secondarily liable) not more than 5 per centum of the principal amount
and par value of the other securities of such company then outstanding.
(Demand notes, regardless of how long they may have been outstanding,
shall be considered as maturing in not more than nine months for the
purpose of the exemption from Section 6 (a) of the Act granted by the
first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (b).
27
D.
--
Exelon Energy Company has issued the security described herein which issue was
exempted from the provisions of section 6(a) of the Act and was neither the
subject of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intercompany financing.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $4 million.
4. Rate of interest per annum of each security: LIBOR plus 50 basis points .
5. Date of issue, renewal or guaranty of each security: Third quarter, 2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit.
8. Name of the person to whom each security was issued, renewed or guaranteed:
Exelon Enterprises, Inc..
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Operations.
12. Indicate by a check after the applicable statement below whether the issue,
renewal or guaranty of each security was exempt from the provisions of
section 6 (a) because of: a. the provisions contained in the first sentence
of section 6 (b): [ ] b. the provisions contained in the fourth sentence 6
(b): [ ] c. the provisions in any rule of the Commission other than Rule
U-48: [X]
13. If the security or securities were exempt from the provisions of section 6
(a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is primarily
or secondarily liable) not more than 5 per centum of the principal amount
and par value of the other securities of such company then outstanding.
(Demand notes, regardless of how long they may have been outstanding,
shall be considered as maturing in not more than nine months for the
purpose of the exemption from Section 6 (a) of the Act granted by the
first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (b).
28
E.
--
Fischbach & Moore Electric, Inc. has issued the security described herein which
issue was exempted from the provisions of section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intercompany financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $1.731 million.
4. Rate of interest per annum of each security: LIBOR plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: Third quarter,
2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Exelon Enterprises Company, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section 6
(a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is primarily
or secondarily liable) not more than 5 per centum of the principal amount
and par value of the other securities of such company then outstanding.
(Demand notes, regardless of how long they may have been outstanding,
shall be considered as maturing in not more than nine months for the
purpose of the exemption from Section 6 (a) of the Act granted by the
first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (b).
29
F.
--
Exelon Thermal Development, Inc. has issued the security described herein which
issue was exempted from the provisions of section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intercompany financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $100 thousand.
4. Rate of interest per annum of each security: LIBOR plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: Third quarter,
2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Exelon Thermal Holdings, Inc.
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section
6 (a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not
Applicable.
15. If the securities are exempt from the provisions of section 6 (a)
because of any rule of the Commission other than Rule U-48 designate the
rule under which exemption is claimed: Rule 52 (b).
30
G.
--
Exelon Thermal Technologies, Inc. has issued the security described herein which
issue was exempted from the provisions of section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $200 thousand.
4. Rate of interest per annum of each security: LIBOR plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: Third quarter,
2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Exelon Thermal Holdings, Inc.
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section
6 (a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not
Applicable.
15. If the securities are exempt from the provisions of section 6 (a)
because of any rule of the Commission other than Rule U-48 designate the
rule under which exemption is claimed: Rule 52 (b).
31
H.
--
Exelon Thermal Holdings, Inc. has issued the security described herein which
issue was exempted from the provisions of section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $90,816.
4. Rate of interest per annum of each security: LIBOR plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: Third quarter,
2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Edison Finance Partnership.
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section
6 (a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not
Applicable.
15. If the securities are exempt from the provisions of section 6 (a)
because of any rule of the Commission other than Rule U-48 designate the
rule under which exemption is claimed: Rule 52 (b).
32
Exhibit C - Item 19
Exelon Corporation and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended September 30, 2003
(In millions)
Beginning Balance $2,475
Net Income (102)
Dividends:
Common Stock (163)
-------
Ending Balance $2,210
=======
PECO Energy Company and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended September 30, 2003
(In millions)
Beginning Balance $455
Net Income 141
Dividends:
Common Stock (78)
Preferred Stock (1)
-------
Ending Balance $517
=======
Commonwealth Edison and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended September 30, 2003
(In millions)
Beginning Balance $767
Net Income 163
Dividends:
Common Stock (94)
-------
Ending Balance $836
=======
Exelon Generation
Undistributed Earnings Analysis
For the Quarter Ended September 30, 2003
(In millions)
Beginning Balance $1,077
Net Income (Loss) (428)
Distributions to Members (72)
-------
Ending Balance $577
=======
33
PECO Energy Power Company
Retained Earnings Analysis
For the Quarter Ended September, 30 2003
(In millions)
Beginning Balance $42
Net Income 3
Dividends:
Common Stock 0
-------
Ending Balance $45
=======
Susquehanna Power Company
Retained Earnings Analysis
For the Quarter Ended September 30, 2003
(In millions)
Beginning Balance $38
Net Income 2
Dividends:
Common Stock 0
-------
Ending Balance $40
=======
Susquehanna Electric Company
Retained Earnings Analysis
For the Quarter Ended September 30, 2003
(In millions)
Beginning Balance $ 5
Net Income 0
Dividends:
Common Stock 0
-------
Ending Balance $5
=======
ComEd of Indiana
Retained Earnings Analysis
For the Quarter Ended September 30, 2003
(In millions)
Beginning Balance $ 2
Net Income 0
Dividends:
Common Stock 0
-------
Ending Balance $ 2
=======