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 October 1, 2003 through
December 31, 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 December 31,
2003, Exelon's "aggregate investment" (as defined in rule 53(a) under
PUHCA) in all EWGs and FUCOs was approximately $2,545 million, and
accordingly, at December 31, 2003, Exelon's remaining investment capacity
under the Modified Rule 53 Test was approximately $1,455 million. At
December 31, 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.
On December 22, 2003, Exelon Generation Company, LLC purchased the
remaining 50% interest in AmerGen Energy Company, LLC that was indirectly
owned by BE US Holdings, Inc., a subsidiary of British Energy plc for
$276.5 million. AmerGen is now a wholly owned subsidiary of Exelon
Generation and owns and operates 3 nuclear generating facilities with a
combined capacity of 2,492 MW. The Clinton plant is located in Clinton,
Illinois; Oyster Creek is located in Forked River, New Jersey; and Three
Mile Island is located in Londonderry Township, Pennsylvania.
On November 25, 2003, Generation, Reservoir Capital Group (Reservoir) and
Sithe completed a series of transactions resulting in Generation and
Reservoir each indirectly owning a 50% interest in Sithe. The series of
transactions is described below. Immediately prior to these transactions,
Sithe
1
was owned 49.9% by Generation, 35.2% by Apollo Energy, LLC (Apollo), and
14.9% by subsidiaries of Marubeni Corporation (Marubeni).
Entities controlled by Reservoir purchased certain Sithe entities holding
six U.S. generating facilities, each a qualifying facility under the Public
Utility Regulatory Policies Act, in exchange for $37 million ($21 million
in cash and a $16 million two-year note); and entities controlled by
Marubeni purchased all of Sithe's entities and facilities outside of North
America (other than Sithe Energies Australia (SEA) of which it purchased a
49% interest on November 24, 2003 for separate consideration) for $178
million. Marubeni agreed to acquire the remaining 51% of SEA in 90 days if
a buyer is not found, although discussions regarding an extension are
ongoing.
Following the sales of the above entities, Generation transferred its
wholly owned subsidiary that held the Sithe investment to a newly formed
holding company. The subsidiary holding the Sithe investment acquired the
remaining Sithe interests from Apollo and Marubeni for $612 million using
proceeds from a $580 million bridge financing and available cash.
Generation sold a 50% interest in the newly formed holding company for $76
million to an entity controlled by Reservoir. On November 26, 2003, Sithe
distributed $580 million of available cash to its parent, which then
utilized the distributed funds to repay the bridge financing.
In connection with this transaction, Generation recorded obligations
related to $39 million of guarantees in accordance with FASB Interpretation
(FIN) No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness to Others" (FIN
No. 45). These guarantees were issued to protect Reservoir from credit
exposure of certain counter-parties through 2015 and other indemnities. In
determining the value of the FIN 45 guarantees, Generation utilized a
probabilistic model to assess the possibilities of future payments under
the indemnifications.
Both Generation and Reservoir's 50% interests in Sithe are subject to put
and call options that could result in either party owning 100% of Sithe.
While Generation's intent is to fully divest Sithe, the timing of the put
and call options vary by acquirer and can extend through March 2006. The
pricing of the put and call options is dependent on numerous factors, such
as the acquirer, date of acquisition and assets owned by Sithe at the time
of exercise. Any closing under either the put or call options is
conditioned upon obtaining state and Federal regulatory approvals.
Based on Generation's interpretation of FASB Interpretation No. 46 (revised
December 2003), "Consolidation of Variable Interest Entities" (FIN No.
46-R), it is reasonably possible that Generation will consolidate Sithe as
of March 31, 2004. The book value of Generation's investment in Sithe was
$47 million at December 31, 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 fourth quarter, 2003.
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 December 31, 2003.
2
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 December 31, 2003, Exelon's consolidated capitalization ratio was: debt
63%, common equity 35%, 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
December 31, 2003 are as follows (in millions, except percentage data):
-------------------------------- ----------------- ------------
Exelon Amount Ratio
------
-------------------------------- ----------------- ------------
Common Equity $8,503 34.9%
-------------------------------- ----------------- ------------
Preferred Securities 87 0.4%
-------------------------------- ----------------- ------------
Long-Term Debt (includes 15,344 63.0%
current maturities)
-------------------------------- ----------------- ------------
Short-Term Debt 416 1.7%
-------------------------------- ----------------- ------------
Total Capitalization $24,350 100.0%
-------------------------------- ----------------- ------------
------------------------------- ------------------ ------------
ComEd Amount Ratio
-----
------------------------------- ------------------ ------------
Common Equity $6,335 49.5%
------------------------------- ------------------ ------------
Preferred Securities 7 0.1%
------------------------------- ------------------ ------------
Long-Term Debt (includes 6,440 50.4%
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt -0- N/A
------------------------------- ------------------ ------------
Total Capitalization $12,782 100.0%
------------------------------- ------------------ ------------
3
------------------------------- ------------------ ------------
PECO Amount Ratio
----
------------------------------- ------------------ ------------
Common Equity $929 14.4%
------------------------------- ------------------ ------------
Preferred 87 1.4%
------------------------------- ------------------ ------------
Long-Term Debt (includes 5,392 83.5%
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt 46 0.7%
------------------------------- ------------------ ------------
Total Capitalization $6,454 100.0%
------------------------------- ------------------ ------------
------------------------------- ------------------ ------------
Genco Amount Ratio
-----
------------------------------- ------------------ ------------
Member's Equity $2,956 47.8%
------------------------------- ------------------ ------------
Minority Interest 3 N/A
------------------------------- ------------------ ------------
Long-Term Debt (includes 2,717 44.0%
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt 506 8.2%
------------------------------- ------------------ ------------
Total Capitalization $6,182 100.0%
------------------------------- ------------------ ------------
------------------------------- ------------------ ------------
PEPCO Amount Ratio
-----
------------------------------- ------------------ ------------
Common Equity $147 100.0%
------------------------------- ------------------ ------------
Preferred
------------------------------- ------------------ ------------
Long-Term Debt (includes
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt
------------------------------- ------------------ ------------
Total Capitalization $147 100.0%
------------------------------- ------------------ ------------
4
------------------------------- ------------------ ------------
SPCO Amount Ratio
----
------------------------------- ------------------ ------------
Common Equity $138 100.0%
------------------------------- ------------------ ------------
Preferred
------------------------------- ------------------ ------------
Long-Term Debt (includes
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt
------------------------------- ------------------ ------------
Total Capitalization $138 100.0%
------------------------------- ------------------ ------------
------------------------------- ------------------ ------------
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 December 31, 2003, the market-to-book ratio of Exelon's common stock was
2.56 to 1.
5
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 fourth quarter of 2003, 2,298,041 shares of common stock were
issued under various employee stock purchase and compensation plans with a
price range of $58.14 to $66.511 per share. The average price for the
period was $63.96 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 fourth quarter of 2003 at an
average exercise price of $65.05 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 fourth 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 guaranty.
------------------------ ------------------ --------------------- --------------- ----------------
Guarantor Beneficiary Amount Term Purpose
------------------------ ------------------ --------------------- --------------- ----------------
Exelon ComEd $53,000 12 months Surety
------------------------ ------------------ --------------------- --------------- ----------------
Exelon Genco $66,300,000 Open / 7 Performance
months letters of
credit
------------------------ ------------------ --------------------- --------------- ----------------
Exelon Enterprises $92,000,000 12 months - 2 Letters of
years credit,
trading and
Surety
------------------------ ------------------ --------------------- --------------- ----------------
Exelon PECO $145,000 12 months 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 fourth quarter. Daily balances ranged from $-0- million
to $760 million at an average interest rate of 1.08%.
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 fourth quarter. Daily balances ranged from $-0- million to
$115 million at an average interest rate of 1.03%.
B. ComEd had no commercial paper activity during the fourth 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 December 31, 2003.
6
Contributions to the Utility Money Pool
-------------------------------- ---------------------------------- --------------------------------
Company Maximum Daily Contribution Average Interest Rate
-------------------------------- ---------------------------------- --------------------------------
ComEd of Indiana $20,500,000 0.923%
-------------------------------- ---------------------------------- --------------------------------
ComEd $483,000,000 1.038%
-------------------------------- ---------------------------------- --------------------------------
PECO $59,000,000 1.037%
-------------------------------- ---------------------------------- --------------------------------
Loans from the Utility Money Pool
-------------------------------- ---------------------------------- --------------------------------
Company Maximum Daily Borrowing Average Interest Rate
-------------------------------- ---------------------------------- --------------------------------
ComEd $20,500,000 0.923%
-------------------------------- ---------------------------------- --------------------------------
Genco $395,000,000 1.038%
-------------------------------- ---------------------------------- --------------------------------
EBSC $104,000,000 1.04%
-------------------------------- ---------------------------------- --------------------------------
D. Exelon, ComEd, PECO and Genco maintain a $750 million 364-day credit
facility and a $750 million 3-year credit facility to support
commercial paper issuances. At December 31, 2003, sublimits under the
credit facility were $1.0 billion, $100 million, $150 million and $250
million for Exelon, ComEd, PECO and Genco, respectively. Exelon,
ComEd, PECO and Genco had approximately $995 million, $80 million,
$148 million and $170 million of unused bank commitments available
under the credit facilities at December 31, 2003. At December 31,
2003, commercial paper outstanding was $280 million and $46 million at
Exelon and PECO, respectively. ComEd and Genco did not have any
commercial paper outstanding at December 31, 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 terminated the $850
million revolving credit facility on December 31, 2003.
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.
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-K for Exelon Corporation, ComEd, Genco and PECO filed
on February 20, 2004.
7
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 fourth quarter of 2003, Genco entered into a forward starting swap
to hedge interest rate exposure associated with future debt issuances. The
swap 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
transaction that was entered into in the fourth quarter is below. The
transaction was unwound prior to the associated debt issuance.
----------------------------------------------------------------------------------------------
Exelon Trade Effective Notional Term Counterparty
Entity Date Date Amount
----------------------------------------------------------------------------------------------
Genco 10/20/03 12/31/03 $100,000,000 10 year JPMorgan
----------------------------------------------------------------------------------------------
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.
Genco contributed $23 million of capital to Exelon New England Holdings.
Exelon New England Holdings, LLC contributed $38 million to Exelon Boston
Generating, LLC.
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-K for Genco filed on February 20, 2004.
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.
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.
8
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.
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Immediate Company / Type of Method of Amount Purpose
Parent Subsidiary Company / Investment
Subsidiary
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Exelon Rule 58 Revolving credit $12,500,000 Operating funds
Enterprises Services, Inc. loan LIBOR plus
Company, LLC 50 basis
points
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Exelon Energy Rule 58 Revolving credit $29,500,000 Operating funds
Enterprises Company loan LIBOR plus
Company, LLC 50 basis
points
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Utility Rule 58 Revolving credit $210,000 Operating funds
Enterprises Locate and loan LIBOR plus
Company, LLC Mapping 50 basis
Services, Inc. points
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Fischbach & Rule 58 Revolving credit $1,700,000 Provide operating funds
Enterprises Moore, Inc. loan LIBOR plus
Company, LLC 50 basis
points
--------------- --------------- ---------------- -------------------- ------------- --------------------------
EEI Exelon Non-utility Revolving credit $10,000,000 Provide operating funds
TelecommunicatioEnterprises holding loan LIBOR plus
Holdings, LLC Company, LLC company - 50 basis
Second tier points
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Genco Exelon New Intermediate Capital $15,197,261 Provide operating funds
England subsidiary contribution
Holdings, LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
British British Intermediate Revolving credit $132,300,000 Provide operating funds
Energy US Energy, LP subsidiary loan
Holdings,
Inc.
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Exelon Registered Revolving credit $702,500,000 Acquire1/2interest in
Ventures Generation Holding Company loan AmerGen not already
Company, LLC Company, LLC owned.
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon New Exelon Boston EWG Capital $15,197,261 Provide operating funds
England Generating, contribution
Holdings, LLC LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Boston Exelon EWG Capital $2,866,650 Provide operating funds
Generating, Mystic, LLC contribution
LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
9
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Boston Exelon Mystic EWG Capital $11,409,226 Provide operating funds
Generating, Development, contribution
LLC LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Boston Exelon Fore EWG Capital $921,383 Provide operating funds
Generating, River contribution
LLC Development,
LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Genco Exelon New Intermediate Capital $9,000,000 Provide operating funds
England company contribution
Holdings, LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon New Exelon Boston EWG Capital $9,000,000 Provide operating funds
England Generating, contribution
Holdings, LLC LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Genco Exelon New Intermediate Capital $134,601 Provide operating funds
England company contribution
Holdings, LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon New Exelon Boston EWG Capital $134,601 Provide operating funds
England Generating, contribution
Holdings, LLC LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Exelon Energy Rule 58 Capital 21,000,000 Provide operating funds
Enterprises Company contribution
Company, LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Boston Exelon Mystic EWG Capital $30,876 Provide operating funds
Generating, Development, contribution
LLC LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Genco Exelon New Intermediate Capital $2,007,001 Provide operating funds
England company contribution
Holdings, LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
F&M Holdings Rand-Bright Rule 58 Capital $25,000 Provide operating funds
Company, LLC Corporation contribution
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon New Exelon Boston EWG Capital $510,344 Provide operating funds
England Generating, contribution
Holdings LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon New Exelon Wyman, EWG Capital $151 Provide operating funds
England LLC contribution
Holdings
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon New Exelon New Rule 58 Capital $1,247 Provide operating funds
England England Power contribution
Holdings Services, Inc.
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon New Exelon EWG Capital $323 Provide operating funds
England Framingham, contribution
Holdings LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon New Exelon Boston Rule 58 Capital $208 Provide operating funds
England Services, LLC contribution
Holdings
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon New Exelon West EWG Capital $4,403 Provide operating funds
England Medway, LLC contribution
Holdings
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon New Exelon New EWG Capital $26,553 Provide operating funds
England Boston, LLC contribution
Holdings
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Boston Exelon Fore EWG Capital $41,027 Provide operating funds
Generating, River contribution
LLC Development,
LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Boston Exelon Mystic EWG Capital $30,665 Provide operating funds
Generating, Development, contribution
LLC LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon Boston Exelon EWG Capital $117,561 Provide operating funds
Generating, Mystic, LLC contribution
LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
10
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon ExTex Rule 58 Capital $5,000 Provide operating funds
Generation Marketing, LLC contribution
Company, LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon New Exelon New Rule 58 Capital $1,247 Provide operating funds
England England Power contribution
Holdings, LLC Services, Inc.
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon New Exelon Boston EWG Capital $38,000,000 Provide operating funds
England Generating, contribution
Holdings, LLC LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon New Exelon Boston Rule 58 Capital $208 Provide operating funds
England services, LLC contribution
Holdings, LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
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.
See Item 3 above with respect to Sithe.
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 December 31, 2003
Exelon Corporation Subsidiaries and Investments
As of December 31, 2003
Common Parent Other
Shares Voting Voting
Tier Company name Owned Power Power
------ ------------ ----- ------- -------
Exelon Corporation
1 Exelon Business Services Company 1 100.00%
1 Unicom Resources, Inc. 100 100.00%
1 Unicom Assurance Company, Ltd. * NA 100.00%
1 Exelon Investment Holdings, LLC* NA 100.00%
1 Exelon Capital Trust I N/A 100.00%
1 Exelon Capital Trust II N/A 100.00%
1 Exelon Capital Trust III N/A 100.00%
1 Boston Financial Institutional Tax Credit Fund X NA 10.72%
1 Boston Financial Institutional Tax Credit Fund XIV NA 43.69%
11
1 Boston Financial Institutional Tax Credit Fund XIX NA 14.19%
1 Boston Financial Institutional Tax Credit Fund XXI NA 34.54%
1 Related Corporate Partners XII, L.P. NA 36.03%
1 Related Corporate Partners XIV, L.P. NA 15.99%
1 Summit Corporate Tax Credit Fund II NA 33.00%
1 USA Institutional Tax Credit Fund XXII NA 24.49%
1 Unicom Investment, Inc. 100 100.00%
2 Scherer Holdings 1, LLC NA 100.00%
2 Scherer Holdings 2, LLC NA 100.00%
2 Scherer Holdings 3, LLC NA 100.00%
2 Spruce Holdings G.P. 2000, LLC NA 100.00%
2 Spruce Holdings L.P. 2000, LLC NA 100.00%
3 Spruce Equity Holdings, L.P. NA 99.00% Spruce LP
NA 1.00% Spruce GP
4 Spruce Holdings Trust NA 100.00%
2 Wansley Holdings 1, LLC NA 100.00%
2 Wansley Holdings 2, LLC NA 100.00%
1 Exelon Ventures Company, LLC NA 100.00%
2 Exelon SynFuel I, LLC NA 100.00%
3 DTE Buckeye, LLC 59.00%
2 Exelon SynFuel II, LLC NA 100.00%
3 DTE Belews Creek, LLC 99.00%
12
2 Exelon Generation Company, LLC NA 100.00%
3 Exelon Generation Finance Company, LLC NA 100.00%
3 ExTex Retail Services Company, LLC NA 100.00%
3 Penesco Company, LLC NA 100.00%
3 Port City Power, LLC * NA 100.00%
3 Southeast Chicago Energy Project, LLC NA 100.00%
3 Concomber Ltd NA 100.00%
3 Cenesco Company, LLC NA 100.00%
3 Exelon Allowance Management Company, LLC NA 100.00%
3 Susquehanna Electric Company 1,000 100.00%
3 Exelon SHC, Inc. NA 85.00% Genco - LP
NA 14.00% Peaker Dev. Gen. - GP
NA 1.00% Ventures - LP
4 Keystone Fuels, LLC NA 20.99%
4 Conemaugh Fuels, LLC NA 20.72%
4 EXRES, SHC, Inc. NA 50.00%
5 Exelon (Fossil) Holdings, Inc. 100.00%
6 National Energy Development, Inc. (NEDI) 100 100.00%
6 Sithe Energies, Inc. 56.00% Fossil Holdings
44.00% NEDI
3 British Energy US Holdings, Inc. 73,000 100.00%
4 British Energy US Investments, LLC NA 100.00%
4 British Energy Limited Partnership NA 99.00% Nuclear US Holdings, Inc. as LP
NA 1.00% Nuclear US Investments, as GP
5 AmerGen Energy Company, LLC NA 50.00% Genco
NA 50.00% Nuclear Limited Partnership
6 AmerGen Consolidation, LLC* NA 100.00%
6 AmerGen TMI NQF, LLC* NA 100.00%
6 AmerGen Oyster Creek NQF, LLC* NA 100.00%
6 AmerGen Clinton NQF, LLC* NA 100.00%
3 PECO Energy Power Company 984,000 100.00%
4 Susquehanna Power Company 1,273,000 100.00%
5 The Proprietors of the Susquehanna Canal* NA 100.00%
3 Exelon Generation International, Inc. * NA 100.00%
3 Exelon Peaker Development General, LLC NA 100.00%
3 Exelon Peaker Development Limited, LLC NA 100.00%
13
4 ExTex LaPorte Limited Partnership NA 99.00% Peaker Ltd. - LP
NA 1.00% Peaker Gen. - GP
3 ExTex Marketing, LLC NA 100.00%
4 ExTex Power, LP NA 99.00% ExTexMarketing - LP
NA 1.00% Genco - GP
3 Exelon AOG Holding # 1, Inc. 100.00%
3 Exelon AOG Holding # 2, Inc. 100.00%
4 Exelon New England Power Marketing, LP NA 99.00% AOG # 2, LP
NA 1.00% AOG # 1, GP
3 Exelon New England Holdings, LLC NA 100.00%
4 Exelon New England Power Services, Inc. 100.00%
4 Exelon New England Development, LLC NA 100.00%
4 Exelon Wyman, LLC NA 100.00%
4 Exelon Edgar, LLC * NA 100.00%
4 Exelon Framingham, LLC NA 100.00%
4 Exelon Framingham Development, LLC* NA 100.00%
4 Exelon West Medway, LLC NA 100.00%
4 Exelon West Medway Expansion, LLC NA 100.00%
4 Exelon West Medway Development, LLC NA 100.00%
4 Exelon Boston Services, LLC NA 100.00%
4 Exelon New Boston, LLC NA 100.00%
4 Exelon Hamilton, LLC* NA 100.00%
4 Exelon Boston Generating, LLC NA 100.00%
5 Exelon Mystic, LLC NA 100.00%
5 Exelon Mystic Development, LLC NA 100.00%
5 Exelon ForeRiver Development, LLC NA 100.00%
3 Exelon PowerLabs, LLC NA 100.00%
3 Exelon Generation Consolidation, LLC NA 100.00%
4 Braidwood 1 NQF, LLC NA 100.00%
4 Braidwood 2 NQF, LLC NA 100.00%
4 Byron 1 NQF, LLC NA 100.00%
4 Byron 2 NQF, LLC NA 100.00%
4 Dresden 1 NQF, LLC NA 100.00%
4 Dresden 2 NQF, LLC NA 100.00%
4 Dresden 3 NQF, LLC NA 100.00%
14
4 LaSalle 1 NQF, LLC NA 100.00%
4 LaSalle 2 NQF, LLC NA 100.00%
4 Limerick 1 NQF, LLC NA 100.00%
4 Limerick 2 NQF, LLC NA 100.00%
4 PeachBottom 1 NQF, LLC NA 100.00%
4 PeachBottom 2 NQF, LLC NA 100.00%
4 PeachBottom 3 NQF, LLC NA 100.00%
4 Quad Cities 1 NQF, LLC NA 100.00%
4 Quad Cities 2 NQF, LLC NA 100.00%
4 Salem 1 NQF, LLC NA 100.00%
4 Salem 2 NQF, LLC NA 100.00%
4 Zion 1 NQF, LLC NA 100.00%
4 Zion 2 NQF, LLC NA 100.00%
2 Exelon Enterprises Company, LLC NA 100.00%
3 Exelon Energy Company 100 100.00%
4 AllEnergy Gas & Electric Marketing Company, LLC NA 100.00%
5 Texas Ohio Gas, Inc. 100 100.00%
3 Exelon Enterprises Management, Inc. 100.00%
4 CIC Global, LLC NA 50.00%
4 UniGrid Energy, LLC NA 50.00%
15
4 Phoenix Foods, LLC 5.00%
4 Exelon Capital Partners, Inc. 100.00%
5 Automated Power Exchange 7.40%
5 Clean Air Partners, Inc. 13.90%
5 Soft Switching Technologies, Inc. 3.50%
5 Nxt Phase Corporation 6.10%
5 ECP Telecommunications Holdings, LLC NA 100.00%
6 Energy Trading Company 100.00%
7 Entrade, Inc. < 10%
7 WorldWide Web Network Corp < 10%
6 Enerwise Global Technologies, Inc. 17.70%
6 Everest Broadband Networks 15.50%
6 Exotrope, Inc. < 10%
6 Media Station, Inc. 2.48%
6 NEON Communications, Inc. 10.01%
6 SoftComp, Inc (PermitsNow) 15.51%
6 Planalytics, Inc. 12.00%
6 Pantellos Corporation 5.40%
6 SmartSynch 9.60%
6 VITTS Network Group, Inc. 20.26%
6 OmniChoice.com, Inc. 30.00%
5 Exelon Enterprises Investments, Inc. 100.00%
6 Kinetic Venture Fund I, LLC 22.22%
6 Kinetic Venture Fund II, LLC 14.30%
6 Enertech Capital Partners II 6.10%
6 UTECH Climate Challenge Fund, L.P. 24.30%
6 EEI Telecommunications Holdings, LLC NA 100.00%
7 Exelon Communications Holdings, LLC NA 100.00%
8 PHT Holdings, LLC NA 100.00%
9 PECO Hyperion Telecommunications NA 49.00% PHT Holdings
NA 1.00% PECO
8 Exelon Communications Company, LLC NA 100.00%
3 F & M Holdings Company, LLC NA 100.00%
4 Oldco VSI, Inc. 100 100.00%
5 EGW Meter Services, LLC * NA 100.00%
4 II Services, Inc. 100.00%
5 EIS Engineering, Inc. 100.00%
6 InfraSource Field Services LLC * NA 100.00%
4 NEWCOSY, Inc. 1 100.00%
4 Fischbach and Moore Electric, Inc. 1 100.00%
16
4 NEWCOTRA, Inc.* 1 100.00%
5 Fischbach and Moore, Inc. 1 100.00%
6 Fischbach and Moore Electrical Contracting, Inc.* 1 100.00%
6 T.H. Green Electric Co., Inc.* 1 100.00%
5 Rand-Bright Corporation 1 100.00%
OSP Servicios S.A. de C.V. 100.00%
5 Universal Network Development, Corp.* 49.00%
4 EIS Investments, LLC* NA 100.00%
5 WCB Services, LLC * NA 49.00%
3 Exelon Services, Inc. 100.00%
4 Exelon Services Federal Group, Inc. 100.00%
3 Unicom Power Holdings, LLC NA 100.00%
3 Unicom Power Marketing, Inc. 100 100.00%
3 Adwin Equipment Company 100.00%
3 Exelon Thermal Holdings, Inc. 100 100.00%
4 100.00%
4 ETT North America, Inc. 10 100.00%
5 Northwind Thermal Technologies Canada, Inc. 10 100.00%
6 ETT Canada, Inc. 10 100.00%
7 Northwind Windsor NA 50.00%
4 ETT Nevada, Inc. 100 100.00%
5 Northwind Aladdin, LLC NA 75.00%
5 Northwind Las Vegas, LLC NA 50.00%
4 Exelon Thermal Development, Inc. 100 100.00%
4 ETT Boston, Inc. 100 100.00%
4 Northwind Boston, LLC NA 25.00%
4 ETT Houston, Inc. 100 100.00%
4 Thermal Chicago Corporation 100 100.00%
5 Northwind Chicago, LLC 100% Member Interest100.00%
5 Exelon Thermal Technologies, Inc. 100 100.00%
5 ETT National Power Inc. 100 100.00%
6 Northwind Midway, LLC 100% Member Interest100.00%
1 Exelon Energy Delivery Company, LLC NA 100.00%
2 New IP Company* 100 100.00%
2 PECO Energy Company 170,478,507 100.00%
3 East Coast Natural Gas Cooperative, LLP NA 41.12%
3 Horizon Energy Company* 1,000 100.00%
17
3 Adwin Realty Company 1,000 100.00%
4 Ambassador II Joint Venture NA 50.00%
4 Bradford Associates NA 50.00%
4 Franklin Town Towers Associates 50 50.00%
4 Henderson Ambassador Associates NA 50.00%
3 PECO Energy Transition Trust NA 100.00%
3 PECO Energy Capital Corp. 1,000 100.00%
4 PECO Energy Capital Trust III NA 100.00%
4 PECO Energy Capital, LP NA 3.00%
3 PECO Energy Capital Trust IV NA 100.00%
3 PECO Energy Capital Trust V* NA 100.00%
3 PECO Energy Capital Trust VI* NA 100.00%
3 ExTel Corporation, LLC NA 100.00%
4 PECO Wireless, LP NA 99.00% PECO
1.00% ExTel
5 ATNP Finance Company 100 100.00%
5 PEC Financial Services, LLC NA 100.00%
3 Adwin (Schuylkill) Cogeneration, Inc. * 50.00%
2 Commonwealth Edison Company 127,020,904 99.90%
3 Commonwealth Edison Company of Indiana, Inc. 908,084 100.00%
3 ComEd Financing I NA 100.00%
3 ComEd Financing II NA 100.00%
3 ComEd Financing III* NA 100.00%
3 ComEd Funding, LLC NA 100.00%
4 ComEd Transitional Funding Trust NA 100.00%
3 Commonwealth Research Corporation 200 100.00%
3 Edison Development Company 741 100.00%
18
3 Edison Development Canada Inc. 15,158 100.00%
4 Edison Finance Partnership NA 100.00%
3 Chicago Equity Fund <10%
3 Dearborn Park Corporation <10%
3 I.L.P. Fund C/O Chicago Capital Fund <10%
Exelon Corporation Subsidiaries and Investments
As of December 31, 2003
PUHCA
Type of Business
Tier Company name And Authority
Exelon Corporation Public Utility Holding Company
1 Exelon Business Services Company Subsidiary Service Company
1 Unicom Resources, Inc. Inactive
1 Unicom Assurance Company, Ltd. * Approved in Merger Order (Captive Insurance Company)
1 Exelon Investment Holdings, LLC* Intermediate Subsidiary
1 Exelon Capital Trust I Financing company
1 Exelon Capital Trust II Financing company
1 Exelon Capital Trust III Financing company
1 Boston Financial Institutional Tax Credit Fund X Approved in Merger Order (tax advantaged transactions - housing)
1 Boston Financial Institutional Tax Credit Fund XIV Approved in Merger Order (tax advantaged transactions - housing)
1 Boston Financial Institutional Tax Credit Fund XIX Approved in Merger Order (tax advantaged transactions - housing)
1 Boston Financial Institutional Tax Credit Fund XXI Approved in Merger Order (tax advantaged transactions - housing)
1 Related Corporate Partners XII, L.P. Approved in Merger Order (tax advantaged transactions - housing)
1 Related Corporate Partners XIV, L.P. Approved in Merger Order (tax advantaged transactions - housing)
1 Summit Corporate Tax Credit Fund II Approved in Merger Order (tax advantaged transactions - housing)
1 USA Institutional Tax Credit Fund XXII Approved in Merger Order (tax advantaged transactions - housing)
1 Unicom Investment, Inc. Approved in Merger Order (Tax advantaged transactions)
2 Scherer Holdings 1, LLC Approved in Merger Order (Tax advantaged transactions)
2 Scherer Holdings 2, LLC Approved in Merger Order (Tax advantaged transactions)
2 Scherer Holdings 3, LLC Approved in Merger Order (Tax advantaged transactions)
2 Spruce Holdings G.P. 2000, LLC Approved in Merger Order (Tax advantaged transactions)
2 Spruce Holdings L.P. 2000, LLC Approved in Merger Order (Tax advantaged transactions)
3 Spruce Equity Holdings, L.P. Approved in Merger Order (Tax advantaged transactions)
4 Spruce Holdings Trust Approved in Merger Order (Tax advantaged transactions)
2 Wansley Holdings 1, LLC Approved in Merger Order (Tax advantaged transactions)
2 Wansley Holdings 2, LLC Approved in Merger Order (Tax advantaged transactions)
1 Exelon Ventures Company, LLC Public Utility Holding Company First Tier
2 Exelon SynFuel I, LLC Intermediate Subsidiary
3 DTE Buckeye, LLC
2 Exelon SynFuel II, LLC Intermediate Subsidiary
3 DTE Belews Creek, LLC
2 Exelon Generation Company, LLC Public Utility Holding Company Second Tier and Utility Company
3 Exelon Generation Finance Company, LLC Approved in Financing Order (Financing)
3 ExTex Retail Services Company, LLC Rule 58 - 5
3 Penesco Company, LLC Rule 58
3 Port City Power, LLC * Approved in Investment Order (Development Company)
3 Southeast Chicago Energy Project, LLC Exempt Wholesale Generator
3 Concomber Ltd Approved in Merger Order (Captive Insurance Company)
3 Cenesco Company, LLC Rule 58
3 Exelon Allowance Management Company, LLC Rule 58
3 Susquehanna Electric Company Utility Company
3 Exelon SHC, Inc. Intermediate Subsidiary
4 Keystone Fuels, LLC Rule 58
4 Conemaugh Fuels, LLC Rule 58
4 EXRES, SHC, Inc. Intermediate Subsidiary
5 Exelon (Fossil) Holdings, Inc. Intermediate Subsidiary
6 National Energy Development, Inc. (NEDI) Intermediate Subsidiary
6 Sithe Energies, Inc. Combination Exempt Wholesale Generator and Rule 58
3 British Energy US Holdings, Inc. Intermediate Subsidiary
4 British Energy US Investments, LLC Intermediate Subsidiary
4 British Energy Limited Partnership Intermediate Subsidiary
5 AmerGen Energy Company, LLC Exempt Wholesale Generator
6 AmerGen Consolidation, LLC* Intermediate Subsidiary
6 AmerGen TMI NQF, LLC* Intermediate Subsidiary
6 AmerGen Oyster Creek NQF, LLC* Intermediate Subsidiary
6 AmerGen Clinton NQF, LLC* Intermediate Subsidiary
3 PECO Energy Power Company Electric Utility Company and Registered Holding Company
4 Susquehanna Power Company Electric Utility Company
5 The Proprietors of the Susquehanna Canal* Inactive
3 Exelon Generation International, Inc. * Intermediate Subsidiary
3 Exelon Peaker Development General, LLC Intermediate Subsidiary
3 Exelon Peaker Development Limited, LLC Intermediate Subsidiary
4 ExTex LaPorte Limited Partnership Exempt Wholesale Generator
3 ExTex Marketing, LLC Rule 58
4 ExTex Power, LP Rule 58
3 Exelon AOG Holding # 1, Inc. Intermediate Subsidiary
3 Exelon AOG Holding # 2, Inc. Intermediate Subsidiary
4 Exelon New England Power Marketing, LP Rule 58
3 Exelon New England Holdings, LLC Intermediate Subsidiary
4 Exelon New England Power Services, Inc. Rule 58
4 Exelon New England Development, LLC Development Company
4 Exelon Wyman, LLC Exempt Wholesale Generator
4 Exelon Edgar, LLC * Exempt Wholesale Generator
4 Exelon Framingham, LLC Exempt Wholesale Generator
4 Exelon Framingham Development, LLC* Development Company
4 Exelon West Medway, LLC Exempt Wholesale Generator
4 Exelon West Medway Expansion, LLC Development Company
4 Exelon West Medway Development, LLC Development Company
4 Exelon Boston Services, LLC Rule 58
4 Exelon New Boston, LLC Exempt Wholesale Generator
4 Exelon Hamilton, LLC* Rule 58
4 Exelon Boston Generating, LLC Intermediate Subsidiary
5 Exelon Mystic, LLC Exempt Wholesale Generator
5 Exelon Mystic Development, LLC Exempt Wholesale Generator
5 Exelon ForeRiver Development, LLC Exempt Wholesale Generator
3 Exelon PowerLabs, LLC Rule 58 (vii)
3 Exelon Generation Consolidation, LLC Intermediate Subsidiary
4 Braidwood 1 NQF, LLC Successor to trusts approved in the merger order.
4 Braidwood 2 NQF, LLC Successor to trusts approved in the merger order.
4 Byron 1 NQF, LLC Successor to trusts approved in the merger order.
4 Byron 2 NQF, LLC Successor to trusts approved in the merger order.
4 Dresden 1 NQF, LLC Successor to trusts approved in the merger order.
4 Dresden 2 NQF, LLC Successor to trusts approved in the merger order.
4 Dresden 3 NQF, LLC Successor to trusts approved in the merger order.
4 LaSalle 1 NQF, LLC Successor to trusts approved in the merger order.
4 LaSalle 2 NQF, LLC Successor to trusts approved in the merger order.
4 Limerick 1 NQF, LLC Successor to trusts approved in the merger order.
4 Limerick 2 NQF, LLC Successor to trusts approved in the merger order.
4 PeachBottom 1 NQF, LLC Successor to trusts approved in the merger order.
4 PeachBottom 2 NQF, LLC Successor to trusts approved in the merger order.
4 PeachBottom 3 NQF, LLC Successor to trusts approved in the merger order.
4 Quad Cities 1 NQF, LLC Successor to trusts approved in the merger order.
4 Quad Cities 2 NQF, LLC Successor to trusts approved in the merger order.
4 Salem 1 NQF, LLC Successor to trusts approved in the merger order.
4 Salem 2 NQF, LLC Successor to trusts approved in the merger order.
4 Zion 1 NQF, LLC Successor to trusts approved in the merger order.
4 Zion 2 NQF, LLC Successor to trusts approved in the merger order.
2 Exelon Enterprises Company, LLC Non-Utility Holding Company Second Tier
3 Exelon Energy Company Rule 58
4 AllEnergy Gas & Electric Marketing Company, LLC Rule 58
5 Texas Ohio Gas, Inc. Rule 58
3 Exelon Enterprises Management, Inc. Approved in Merger Order (investments in Rule 58 and Telecommunications)
4 CIC Global, LLC ETC
4 UniGrid Energy, LLC ETC - Inactive
4 Phoenix Foods, LLC ETC - Inactive
4 Exelon Capital Partners, Inc. Approved in Merger Order (investments in Rule 58 and Telecommunications)
5 Automated Power Exchange ETC
5 Clean Air Partners, Inc. ETC
5 Soft Switching Technologies, Inc. ETC
5 Nxt Phase Corporation ETC
5 ECP Telecommunications Holdings, LLC Holds ETCs
6 Energy Trading Company ETC
7 Entrade, Inc. ETC
7 WorldWide Web Network Corp ETC
6 Enerwise Global Technologies, Inc. ETC
6 Everest Broadband Networks ETC
6 Exotrope, Inc. ETC
6 Media Station, Inc. ETC
6 NEON Communications, Inc. Approved in Merger Order (Investment)
6 SoftComp, Inc (PermitsNow) Inactive
6 Planalytics, Inc. ECP
6 Pantellos Corporation ETC
6 SmartSynch ETC
6 VITTS Network Group, Inc. ETC
6 OmniChoice.com, Inc. ETC
5 Exelon Enterprises Investments, Inc. Approved in Merger Order (investments in Rule 58 and telecommunications)
6 Kinetic Venture Fund I, LLC Merger U-1 Amendment # 5 (Reserved Jurisdiction)
6 Kinetic Venture Fund II, LLC Merger U-1 Amendment # 5 (Reserved Jurisdiction)
6 Enertech Capital Partners II ETC
6 UTECH Climate Challenge Fund, L.P. Approved in Merger Order (eneragy related - venture capital Rule 58)
6 EEI Telecommunications Holdings, LLC ETC
7 Exelon Communications Holdings, LLC ETC
8 PHT Holdings, LLC Held by ETC
9 PECO Hyperion Telecommunications Held by ETC
8 Exelon Communications Company, LLC Held by ETC
3 F & M Holdings Company, LLC Rule 58
4 Oldco VSI, Inc. Rule 58
5 EGW Meter Services, LLC * Rule 58
4 II Services, Inc. Rule 58
5 EIS Engineering, Inc. Rule 58
6 InfraSource Field Services LLC * Rule 58
4 NEWCOSY, Inc. Rule 58
4 Fischbach and Moore Electric, Inc. Rule 58
4 NEWCOTRA, Inc.* Rule 58
5 Fischbach and Moore, Inc. Rule 58
6 Fischbach and Moore Electrical Contracting, Inc.* Rule 58
6 T.H. Green Electric Co., Inc.* Rule 58
5 Rand-Bright Corporation Rule 58
OSP Servicios S.A. de C.V. Rule 58
5 Universal Network Development, Corp.* Rule 58
4 EIS Investments, LLC* Rule 58
5 WCB Services, LLC * Rule 58
3 Exelon Services, Inc. Rule 58
4 Exelon Services Federal Group, Inc. Rule 58
3 Unicom Power Holdings, LLC Rule 58
3 Unicom Power Marketing, Inc. Rule 58
3 Adwin Equipment Company Rule 58
3 Exelon Thermal Holdings, Inc. Rule 58
4 Rule 58
4 ETT North America, Inc. Rule 58
5 Northwind Thermal Technologies Canada, Inc. Merger Order Reserved Jurisdiction ; Investment U-1 in Docket 70-9691
(Rule 58 operating outside the U.S.)
6 ETT Canada, Inc. Merger Order Reserved Jurisdiction ; Investment U-1 in Docket 70-9691
(Rule 58 operating outside the U.S.)
7 Northwind Windsor Merger Order Reserved Jurisdiction ; Investment U-1 in Docket 70-9691
(Rule 58 operating outside the U.S.)
4 ETT Nevada, Inc. Rule 58
5 Northwind Aladdin, LLC Rule 58
5 Northwind Las Vegas, LLC Rule 58
4 Exelon Thermal Development, Inc. Rule 58
4 ETT Boston, Inc. Rule 58
4 Northwind Boston, LLC Rule 58
4 ETT Houston, Inc. Rule 58
4 Thermal Chicago Corporation Rule 58
5 Northwind Chicago, LLC Rule 58
5 Exelon Thermal Technologies, Inc. Rule 58
5 ETT National Power Inc. Rule 58
6 Northwind Midway, LLC Rule 58
1 Exelon Energy Delivery Company, LLC Intermediate public utility holding company
2 New IP Company* Utility company
2 PECO Energy Company Electric and Gas Utility Company
3 East Coast Natural Gas Cooperative, LLP Rule 58
3 Horizon Energy Company* Inactive
3 Adwin Realty Company Merger Order Reserved Jurisdiction (Real Estate) (2)
4 Ambassador II Joint Venture Merger Order Reserved Jurisdiction (Real Estate) (2)
4 Bradford Associates Merger Order Reserved Jurisdiction (Real Estate) (2)
4 Franklin Town Towers Associates Merger Order Reserved Jurisdiction (Real Estate) (2)
4 Henderson Ambassador Associates Merger Order Reserved Jurisdiction (Real Estate) (2)
3 PECO Energy Transition Trust Approved in Merger Order (Financing)
3 PECO Energy Capital Corp. Approved in Merger Order (Financing)
4 PECO Energy Capital Trust III Approved in Merger Order (Financing)
4 PECO Energy Capital, LP Approved in Merger Order (Financing)
3 PECO Energy Capital Trust IV Financing
3 PECO Energy Capital Trust V* Financing
3 PECO Energy Capital Trust VI* Financing
3 ExTel Corporation, LLC Intermediate Subsidiary
4 PECO Wireless, LP Intermediate Subsidiary
5 ATNP Finance Company Approved in Merger Order (Financing)
5 PEC Financial Services, LLC Approved in Merger Order (Financing)
3 Adwin (Schuylkill) Cogeneration, Inc. * ERC
2 Commonwealth Edison Company Public Utility Holding Company, Second Tier; Electric Utility Company
3 Commonwealth Edison Company of Indiana, Inc. Electric Utility Company
3 ComEd Financing I Approved in Merger Order (Financing)
3 ComEd Financing II Approved in Merger Order (Financing)
3 ComEd Financing III* Financing
3 ComEd Funding, LLC Approved in Merger Order (Financing)
4 ComEd Transitional Funding Trust Approved in Merger Order (Financing)
3 Commonwealth Research Corporation Rule 58
3 Edison Development Company Approved in Merger Order (economic and community development)
3 Edison Development Canada Inc. Merger Order reserved jurisdiction; Investment U-1 in Docket 70-9691
(economic and community development)
4 Edison Finance Partnership Merger Order reserved jurisdiction; Investment U-1 in Docket 70-9691
(Financing)
3 Chicago Equity Fund
3 Dearborn Park Corporation
3 I.L.P. Fund C/O Chicago Capital Fund
Utility Locate & Mapping Services, Inc.* - Sold 12/9/2003
PECO Energy Capital Trust II 0 Dissolved 12/31/2003
Thermal Chicago Corporation - New 10/3/2003
AllEnergy New York Company, LLC - Sold 10/1/2003
AllEnergy Gas Marketing Company New Jersey, LLC - Sold 11/1/2003
AllEnergy Gas Marketing Company New York, LLC - Sold 11/1/2003
AllEnergy New Jersey Company, LLC - Sold 11/1/2003
Exelon Power Holdings, LP - Merged into Exleon SHC, Inc. 12/2003
PECO Energy Capital Trust II - Dissolved 12/31/2003
New IP Company formed 10/28/2003
Dresden 1 NQF, LLC (a)
Dresden 2 NQF, LLC (a)
Dresden 3 NQF, LLC (a)
LaSalle 1 NQF, LLC (a)
LaSalle 2 NQF, LLC (a)
Limerick 1 NQF, LLC (a)
Limerick 2 NQF, LLC (a)
PeachBottom 1 NQF, LLC (a)
PeachBottom 2 NQF, LLC (a)
PeachBottom 3 NQF, LLC (a)
Braidwood 1 NQF, LLC (a)
Braidwood 2 NQF, LLC (a)
Byron 1 NQF, LLC (a)
Byron 2 NQF, LLC (a)
Quad Cities 1 NQF, LLC (a)
Quad Cities 2 NQF, LLC (a)
Salem 1 NQF, LLC (a)
Salem 2 NQF, LLC (a)
Zion 1 NQF, LLC (a)
Zion 2 NQF, LLC (a)
Exelon Generation Consolidation, LLC (b)
(a) Hold and manage Nonqualified Decommissioning Fund for the nuclear plant.
Formed October, 2003, organized in Nevada.
(b) Hold and manage the Qualified Nuclear Decommissioning funds for the units
and will also become the Member of the 20 NQF companies, organized in Nevada.
Formed 10/22/2003.
19
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: March 30, 2004
EXELON CORPORATION
By: /s/ Matthew F. Hilzinger
-----------------------------
Vice President and Corporate
Controller
20
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
21
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): Pollution Control Obligations
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $50 million.
4. Rate of interest per annum of each security: Variable
5. Date of issue, renewal or guaranty of each security: November 12, 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): March 1, 2020.
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 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).
22
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).
23
C.
---
Exelon Services, 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: $12.5 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: Fourth 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).
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: $29.5 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: Fourth 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).
E.
----
Utility Locate and Mapping Services, 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: $210 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: Fourth 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).
F.
---
Fischbach & Moore, 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: $1.7 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: Fourth 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).
G.
----
Exelon Enterprises Company, LLC 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: $10 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: Fourth 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:
EEI Telecommunications Holdings, 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).
24
H.
----
ComEd 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): Illinois Development Finance
Authority Pollution Control Revenue Refunding Bonds.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $19,975,000.
4. Rate of interest per annum of each security: Variable.
5. Date of issue, renewal or guaranty of each security: December 1, 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): January 15, 2014.
8. Name of the person to whom each security was issued, renewed or guaranteed:
Various.
9. Collateral given with each security: First Mortgage Bond.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: To refund the principal of other
Pollution Control obligations.
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
I.
----
ComEd 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: $132,300,000
4. Rate of interest per annum of each security: Libor +.55%.
5. Date of issue, renewal or guaranty of each security: 12/22/2003
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 Generation Finance Company.
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).
26
Exhibit C - Item 19
-------------------
Exelon Corporation and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended December 31, 2003
(In millions)
Beginning Balance $ 2,210
Net Income 274
Dividends:
Common Stock (164)
-------
Ending Balance $ 2,320
=======
PECO Energy Company and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended December 31, 2003
(In millions)
Beginning Balance $ 517
Net Income 108
Dividends:
Common Stock (78)
Preferred Stock (1)
-----
Ending Balance $ 546
=====
Commonwealth Edison Company and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended December 31, 2003
(In millions)
Beginning Balance $ 836
Net Income 143
Dividends:
Common Stock (96)
-----
Ending Balance $883 (a)
=====
As of December 31, 2003, ComEd had appropriated $709 million of
retained earnings for future dividend payments.
Exelon Generation Company, LLC
Undistributed Earnings Analysis
For the Quarter Ended December 31, 2003
(In millions)
Beginning Balance $577
Net Income (Loss) 97
Distributions to Members (72)
----
Ending Balance $602
====
27
PECO Energy Power Company
Retained Earnings Analysis
For the Quarter Ended December 31, 2003
(In millions)
Beginning Balance $45
Net Income 3
Dividends:
Common Stock 0
-----
Ending Balance $48
=====
Susquehanna Power Company
Retained Earnings Analysis
For the Quarter Ended December 31, 2003
(In millions)
Beginning Balance $40
Net Income 3
Dividends:
Common Stock 0
-----
Ending Balance $43
=====
Susquehanna Electric Company
Retained Earnings Analysis
For the Quarter Ended December 31, 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 December 31, 2003
(In millions)
Beginning Balance $2
Net Income 0
Dividends:
Common Stock 0
-----
Ending Balance $2
=====