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 January 1, 2004
through March 31, 2004. 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 - The sales 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:
None.
2. Order - The total number of shares of Exelon common stock issued or
issuable pursuant to options granted during the quarter under employee
benefit plans and dividend reinvestment plans including employee
benefit plans or dividend reinvestment plans hereafter adopted:
Options granted during the quarter: 3,494,344
3. 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.
None.
4. Order - If a guarantee is issued, (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:
1
--------------- -------------- -------------- ------------- -----------------
Guarantor Beneficiary Amount Term Purpose
--------------- -------------- -------------- ------------- -----------------
Exelon Corp. ComEd $605,000 12 months Surety bonds
--------------- -------------- -------------- ------------- -----------------
Exelon Corp. Generation $57,000,000 12 months Energy trading
--------------- -------------- -------------- ------------- -----------------
Exelon Corp. PECO $640,000 12 months Surety bonds
--------------- -------------- -------------- ------------- -----------------
Exelon Corp. Enterprises $16,200,000 12 months Surety bonds
--------------- -------------- -------------- ------------- -----------------
5. Order - The amount and terms of any Exelon indebtedness issued during
the quarter:
Exelon issued commercial paper during the quarter at an average
interest rate of 1.05%. Exelon had $70 million in commercial paper
outstanding at March 31, 2004.
6. 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 first quarter: Daily balances ranged from
$-0- to $175 million at an average interest rate of 1.02%.
b. Overnight commercial paper issued through Bank One on behalf
of ComEd during the first quarter: None.
c. Exelon, ComEd, PECO and Generation maintain a $750 million
364-day credit facility and a $750 million 3-year credit
facility to support commercial paper issuances. At March 31,
2004, sublimits under the credit facility were $550 million,
$100 million, $250 million and $600 million for Exelon, ComEd,
PECO and Generation, respectively. Exelon, ComEd, PECO and
Generation had approximately $529 million, $66 million, $221
million and $449 million of available capacity under the
credit facilities at March 31, 2004. At March 31, 2004,
commercial paper outstanding was $70 million, $81 million and
$165 million at Exelon, PECO and Generation, respectively.
ComEd did not have any commercial paper outstanding at March
31, 2004.
d. Other: None.
e. 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 March 31, 2004.
Contributions to the Utility Money Pool
-------------------- ------------------------ --------------------
Company Maximum Daily Contribution Average Interest Rate
-------------------- ------------------------ --------------------
ComEd of Indiana $20,500,000 0.931%
-------------------- ------------------------ ---------------------
ComEd $487,000,000 1.0009%
-------------------- ------------------------ ---------------------
PECO $162,000,000 .996%
-------------------- ------------------------ ---------------------
2
Loans from the Utility Money Pool
-------------------- ------------------------ --------------------
Company Maximum Daily Borrowing Average Interest Rate
-------------------- ------------------------ --------------------
ComEd $20,500,000 0.931%
-------------------- ------------------------ --------------------
Generation $407,000,000 1.008%
-------------------- ------------------------ --------------------
EBSC $197,000,000 1.005%
-------------------- ------------------------ --------------------
7. Order - The amount and terms of any financings consummated by any
Non-Utility Subsidiary that is not exempt under rule 52 (see U-6B-2
requirement in number 10 below regarding reports of issuances that are
exempt):
None.
8. 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 thereto:
In the first quarter of 2004, PECO 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 that 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 first quarter is below.
The transaction was unwound prior to the associated debt issuance
during the second quarter 2004.
--------------------------------------------------------------------------------------------------
Exelon Trade Effective Notional Term Counterparty
Entity Date Date Amount
--------------------------------------------------------------------------------------------------
PECO 03/08/04 04/30/04 $75,000,000 30 year JP Morgan
9. 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 such subsidiaries
during the quarter:
Generation contributed $31.2 million of capital to Exelon New England
Holdings, LLC.
Exelon New England Holdings, LLC contributed $31.2 million to Boston
Generating, LLC.
10. A list of U-6B-2 forms filed with the Commission during the quarter,
including the name of the filing entity and the date of the filing:
See Exhibit B.
3
11. 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 Form 10-Q for the quarter ended March 31, 2004 for Exelon, PECO and
Generation, Commission file numbers 1-16169, 1-1401 and 333-85496,
respectively.
12. 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.
-------------------------------- ----------------- ------------
Exelon Amount Ratio
------
-------------------------------- ----------------- ------------
Common Equity $8,699 35%
-------------------------------- ----------------- ------------
Preferred Securities and 144 1%
Minority Interests
-------------------------------- ----------------- ------------
Long-Term Debt (includes 15,936 63%
current maturities)
-------------------------------- ----------------- ------------
Short-Term Debt 316 1%
-------------------------------- ----------------- ------------
Total Capitalization $25,095 100.0%
-------------------------------- ----------------- ------------
------------------------------- ------------------ ------------
ComEd Amount Ratio
-----
------------------------------- ------------------ ------------
Common Equity $6,445 51%
------------------------------- ------------------ ------------
Preferred Securities 7 0.1%
------------------------------- ------------------ ------------
Long-Term Debt (includes 6,175 49%
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt
------------------------------- ------------------ ------------
Total Capitalization $12,627 100.0%
------------------------------- ------------------ ------------
------------------------------- ------------------ ------------
PECO Amount Ratio
----
------------------------------- ------------------ ------------
Common Equity $1,006 16%
------------------------------- ------------------ ------------
Preferred 87 1%
------------------------------- ------------------ ------------
4
------------------------------- ------------------ ------------
Long-Term Debt (includes 5,305 82%
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt 81 1%
------------------------------- ------------------ ------------
Total Capitalization $6,479 100.0%
------------------------------- ------------------ ------------
------------------------------- ------------------ ------------
Generation Amount Ratio
----------
------------------------------- ------------------ ------------
Member's Equity $2,842 41%
------------------------------- ------------------ ------------
Minority Interest 59 1%
------------------------------- ------------------ ------------
Long-Term Debt (includes 3,664 53%
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt 391 5%
------------------------------- ------------------ ------------
Total Capitalization $6,956 100.0%
------------------------------- ------------------ ------------
------------------------------- ------------------ ------------
ComEd Indiana Amount Ratio
-------------
------------------------------- ------------------ ------------
Common Equity $33 100.0%
------------------------------- ------------------ ------------
Preferred
------------------------------- ------------------ ------------
Long-Term Debt (includes
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt
------------------------------- ------------------ ------------
Total Capitalization $33 100.0%
------------------------------- ------------------ ------------
13. 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.
Retained Earnings analysis at March 31, 2004 (in millions).
----------------------------------- --------------------------------
Exelon Amount
------
----------------------------------- --------------------------------
Beginning Balance $2,320
----------------------------------- --------------------------------
Net Income 406
----------------------------------- --------------------------------
Dividends:
----------------------------------- --------------------------------
5
----------------------------------- --------------------------------
Common Stock (180)
----------------------------------- --------------------------------
Ending Balance $2,544
----------------------------------- --------------------------------
----------------------------------- --------------------------------
PECO Amount
----
----------------------------------- --------------------------------
Beginning Balance $546
----------------------------------- --------------------------------
Net Income 131
----------------------------------- --------------------------------
Dividends:
----------------------------------- --------------------------------
Common Stock (90)
----------------------------------- --------------------------------
Preferred Stock (1)
----------------------------------- --------------------------------
Ending Balance $586
----------------------------------- --------------------------------
ComEd Amount
-----
----------------------------------- --------------------------------
Beginning Balance $883
----------------------------------- --------------------------------
Net Income 182
----------------------------------- --------------------------------
Dividends:
----------------------------------- --------------------------------
Common Stock (103)
----------------------------------- --------------------------------
Ending Balance (a) $962
----------------------------------- --------------------------------
(a) As of March 31, 2004, ComEd had appropriated $709 million of
retained earnings for future dividend payments.
----------------------------------- --------------------------------
ComEd of Indiana Amount
----------------------------------- --------------------------------
Beginning Balance $2
----------------------------------- --------------------------------
Net Income
----------------------------------- --------------------------------
Dividends:
----------------------------------- --------------------------------
Common Stock
----------------------------------- --------------------------------
Ending Balance $2
----------------------------------- --------------------------------
----------------------------------- --------------------------------
Generation Amount
-------------------
----------------------------------- --------------------------------
Beginning Balance $602
----------------------------------- --------------------------------
Net Income 99
----------------------------------- --------------------------------
Distribution to Member (54)
----------------------------------- --------------------------------
Ending Balance $647
----------------------------------- --------------------------------
14. Order - Future registration statements filed under the 1933 Act with
respect to securities described in the Rule 24 certificate will be
filed or incorporated by reference as exhibits to the Rule 24
Certificate.
Exelon Generation filed an S-4 Registration Statement with the
Securities and Exchange Commission on March 31, 2004, Registration No.
333-114060. The registration statement is an offer to exchange $500
million of Exelon Generation 5.35% Senior Notes originally issued under
Rule 144A for $500 million of Exelon Generation 5.35% Senior Notes
which have been registered under the Securities Act of 1933. The
Registration Statement became effective on May 10, 2004.
6
15. A copy of relevant documents (e.g., underwriting agreements,
indentures, bank agreements) for the relevant quarter will be filed
with, or incorporated by reference from 1933 Act or 1934 Act filings in
such Rule 24 Certificates.
None.
16. 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 (i.e., $4 billion).
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 March 31, 2004, Exelon's "aggregate investment" (as defined in rule
53(a) under PUHCA) in all EWGs and FUCOs was approximately $2,797
million, and accordingly, at March 31, 2004, Exelon's remaining
investment capacity under the Modified Rule 53 Test was approximately
$1,203 million. At March 31, 2004, Exelon's "consolidated retained
earnings" (as defined in rule 53(a) under PUHCA) was $2,387 million.
17. 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
18. Order - Consolidated capitalization ratio of Exelon, with consolidated
debt to include all short-term debt and nonrecourse debt of all EWGs
and FUCOs.
At March 31, 2004, Exelon's consolidated capitalization ratio was: debt
63%, common equity 35%, short-tem debt 1%, and minority interests and
preferred 1%. (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).
19. Order - The market-to-book ratio of Exelon's common stock.
At March 31, 2004, the market-to-book ratio of Exelon's common stock
was 2.64 to 1.
7
20. 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 preceding quarter.
Exelon Generation Company LLC owns three subsidiaries that were
classified as "electric utility companies" under PUHCA: PECO Energy
Power Co. ("Energy Power"), Susquehanna Power Co. ("Power") and
Susquehanna Electric Co. ("Electric"). Energy Power is a Pennsylvania
corporation and owns that portion of the Conowingo hydroelectric lying
in Pennsylvania. Power is a Maryland corporation and owns the property
in Maryland. Electric, also a Maryland corporation, operates the
project under a 1926 lease and has the right to the electrical output
of the dam. A fourth company in the chain, The Proprietors of the
Susquehanna Canal, is inactive and is not an electric utility company.
In March 2004, Energy Power, Power and Electric were converted into
exempt wholesale generators. The investment in these companies is
approximately $156 million.
21. 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 first quarter,
2004
22. 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,
total earnings growth by EWG and FUCO project in the first quarter,
2004
23. Order - Provide a copy of the consolidated balance sheet and income
statement for Ventures, Generation 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 Generation filed on February 20, 2004
24. 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
8
Development Activities and amount expended on Development Activities
during the quarter just ended
25. Order - A narrative description of each investment made during the
quarter just ended including:
o Name of the company and its immediate parent;
o 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;
o 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);
o With respect to Intermediate Subsidiaries and Financing
Subsidiaries, 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; and
o With respect to Non-U.S. Energy Related Subsidiaries, the
business engaged in and the location (countries) where it does
business.
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Immediate Company / Type of Method of Amount Purpose
Parent Subsidiary Company / Investment
Subsidiary
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon EBSC Service company Revolving credit $133,500,000 Operating funds
loan
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Generation AmerGen EWG Revolving credit $20,000,000 Operating funds
loan One month
LIBOR +
.625%
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Generation Exelon Energy Rule 58 Revolving credit $75,000,000 Operating funds
Company loan One month
LIBOR +
.625%
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Generation Exelon New Intermediate Capital $31,229,104 Operating funds
England Company contribution
Holdings., LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Exelon New Boston Intermediate Capital $31,229,104 Operating funds
England Generating, Company contribution
Holdings., LLC LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Boston Mystic EWG Capital $26,918,373 Operating funds
Generating, Development, contribution
LLC LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Boston Fore River EWG Capital $4,310,731 Operating funds
Generating, Development, contribution
LLC LLC
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Ventures Enterprises Intermediate Revolving credit $20,000,000 Operating funds
company loan
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Generation Exelon Rule 58 Revolving credit $500,000 Operating funds
PowerLabs, LLC loan One month
LIBOR plus
.625%
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Enterprises Exelon Holding Revolving credit $350,000 Provide operating funds
Enterprises company for loan LIBOR plus
Management, ETCs 50 basis
Inc. points
--------------- --------------- ---------------- -------------------- ------------- --------------------------
9
--------------- --------------- ---------------- -------------------- ------------- --------------------------
Enterprises F&M Holdings, Rule 58 Revolving credit $7,875,000 Provide operating funds
Company, LLC loan
--------------- --------------- ---------------- -------------------- ------------- --------------------------
F&M Holdings, II Services, Rule 58 Revolving credit $320,000 Provide operating funds
Company, LLC LLC loan
--------------- --------------- ---------------- -------------------- ------------- --------------------------
26. 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.
1. Exelon Energy Company
Effective January 1, 2004, Exelon effectuated the transfer of Exelon
Energy Company from Enterprises to Generation. Exelon Energy Company
and its two subsidiaries, AllEnergy Gas and Electric Marketing Co., LLC
and Texas Ohio Gas, Inc., provide gas and electric services at retail
to commercial and industrial customers. The transaction had no impact
on the assets and liabilities of Exelon Energy Company. Beginning in
2004, Exelon Energy Company's assets and liabilities and results of
operations are included in Generation's financial statements.
The following table represents the assets and liabilities that were
transferred to Generation (in millions): Current assets (including $5
million of cash $89 Property, plant and equipment 2 Deferred debits and
other assets 13 Current liabilities (96) Deferred credits and other
liabilities (10) Accumulated other comprehensive loss (2) Member's
equity 4
2. Exelon Investment Holdings, LLC
Exelon contributed its interests in the investments below to Exelon
Investment Holdings, LLC (in millions):
Boston Financial Institutional Tax Credit X, LP $4
Boston Capital Corporate Tax Fund XIV 17
Boston Financial Institutional Tax Credit XIX, LP 7
Boston Financial Institutional Tax Credit XXI, LP 14
Related Corporate Partners IV, LP 4
Related Corporate Partners XII, LP 12
Related Corporate Partners XIV, LP 4
Summit Corporate Tax Credit Fund II, LP 3
USA Institutional Tax Credit Fund XXII, LP 7
10
3. Nuclear Decommissioning Trusts
Generation contributed its nuclear decommissioning trust assets,
related tax liabilities and investments in subsidiaries to the
following companies:
Trust Investments in Taxes
Subsidiary Assets Subsidiaries Payable Capital
---------- ------ ------------ ------- -------
Exelon Generation Consolidation, LLC $ 2,795,920 $ 496,141 $(1,120,569) $(2,171,492)
Limerick 1 NQF, LLC 2,533 (124) (2,409)
Limerick 2 NQF, LLC 3,377 (517) (2,860)
PeachBottom 1 NQF, LLC 19,938 (1,505) (18,433)
PeachBottom 2 NQF, LLC 31,515 (2,009) (29,506)
PeachBottom 3 NQF, LLC 37,432 (2,830) (34,602)
Dresden 1 NQF, LLC 69,613 (26,038) (43,575)
Dresden 2 NQF, LLC 110,629 (43,457) (67,172)
Dresden 3 NQF, LLC 108,894 (42,575) (66,319)
LaSalle 1 NQF, LLC 17,389 (6,821) (10,568)
LaSalle 2 NQF, LLC 8,838 (3,478) (5,360)
Byron 1 NQF, LLC 3,572 (1,440) (2,132)
Byron 2 NQF, LLC 9,632 (3,793) (5,839)
Braidwood 1 NQF, LLC 6,809 (2,705) (4,104)
Braidwood 2 NQF, LLC 4,944 (1,979) (2,965)
Quad Cities 1 NQF, LLC 63,998 (25,118) (38,880)
Quad Cities 2 NQF, LLC 67,858 (26,637) (41,221)
Salem 1 NQF, LLC 18,170 (1,406) (16,764)
Salem 2 NQF, LLC 12,392 (1,083) (11,309)
Zion 1 NQF, LLC 70,638 (27,715) (42,923)
Zion 2 NQF, LLC 78,155 (30,679) (47,476)
AmerGen Consolidation, LLC 542,460 619,290 (5,527) (1,156,223)
AmerGen TMI NQF, LLC 162,563 - (162,563)
AmerGen Clinton NQF, LLC 160,957 - (160,957)
AmerGen Oyster Creek NQF, LLC 298,718 - (298,718)
27. 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 March 31, 2004
Common Parent Other PUHCA
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. * NA 100.00% Approved in Merger Order
(Captive Insurance Company)
1 Exelon Investment Holdings, LLC NA 100.00% Intermediate Subsidiary
2 Boston Financial Institutional Tax NA 10.72% Approved in Merger Order (tax
Credit Fund X advantaged transactions -
housing)
2 Boston Financial Institutional Tax NA 43.69% Approved in Merger Order (tax
Credit Fund XIV advantaged transactions -
housing)
2 Boston Financial Institutional Tax NA 14.19% Approved in Merger Order (tax
Credit Fund XIX advantaged transactions -
housing)
2 Boston Financial Institutional Tax NA 34.54% Approved in Merger Order (tax
Credit Fund XXI advantaged transactions -
housing)
2 Related Corporate Partners XII, L.P. NA 36.03% Approved in Merger Order (tax
advantaged transactions -
housing)
2 Related Corporate Partners XIV, L.P. NA 15.99% Approved in Merger Order (tax
advantaged transactions -
housing)
2 Summit Corporate Tax Credit Fund II NA 33.00% Approved in Merger Order (tax
advantaged transactions -
housing)
2 USA Institutional Tax Credit Fund XXII NA 24.49% Approved in Merger Order (tax
advantaged transactions -
housing)
1 Exelon Capital Trust I * N/A 100.00% Financing company
1 Exelon Capital Trust II * N/A 100.00% Financing company
1 Exelon Capital Trust III * N/A 100.00% Financing company
1 Unicom Investment, Inc. 100 100.00% Approved in Merger Order (Tax
advantaged transactions)
2 Scherer Holdings 1, LLC NA 100.00% Approved in Merger Order (Tax
advantaged transactions)
2 Scherer Holdings 2, LLC NA 100.00% Approved in Merger Order (Tax
advantaged transactions)
2 Scherer Holdings 3, LLC NA 100.00% Approved in Merger Order (Tax
advantaged transactions)
2 Spruce Holdings G.P. 2000, LLC NA 100.00% Approved in Merger Order (Tax
advantaged transactions)
2 Spruce Holdings L.P. 2000, LLC NA 100.00% Approved in Merger Order (Tax
advantaged transactions)
11
3 Spruce Equity Holdings, L.P. NA 99.00% Spruce LP Approved in Merger Order (Tax
advantaged transactions)
NA 1.00% Spruce GP
4 Spruce Holdings Trust NA 100.00% Approved in Merger Order (Tax
advantaged transactions)
2 Wansley Holdings 1, LLC NA 100.00% Approved in Merger Order (Tax
advantaged transactions)
2 Wansley Holdings 2, LLC NA 100.00% Approved in Merger Order (Tax
advantaged transactions)
1 Exelon Ventures Company, LLC NA 100.00% Public Utility Holding Company
First Tier
2 Exelon SynFuel I, LLC NA 100.00% Intermediate Subsidiary
3 DTE Buckeye, LLC * 59.00%
2 Exelon SynFuel II, LLC NA 100.00% Intermediate Subsidiary
3 DTE Belews Creek, LLC * 99.00%
2 Exelon Generation Company, LLC NA 100.00% Public Utility Holding Company
Second Tier and Utility Company
3 Exelon Generation Finance Company, LLC NA 100.00% Approved in Financing Order
(Financing)
3 ExTex Retail Services Company, LLC NA 100.00% Rule 58 - 5
3 Penesco Company, LLC NA 100.00% Rule 58
3 Port City Power, LLC * NA 100.00% Approved in Investment Order
(Development Company)
3 Southeast Chicago Energy Project, LLC NA 100.00% Exempt Wholesale Generator
3 Concomber Ltd NA 100.00% Approved in Merger Order
(Captive Insurance Company)
3 Cenesco Company, LLC NA 100.00% Rule 58
3 Exelon Allowance Management Company, NA 100.00% Rule 58
LLC
3 Susquehanna Electric Company 1,000 100.00% Utility Company
3 Exelon SHC, Inc. NA 85.00% Generation - Intermediate Subsidiary LP
NA 14.00% Peaker DG - GP
NA 1.00% Ventures - LP
4 Keystone Fuels, LLC NA 20.99% Rule 58
4 Conemaugh Fuels, LLC NA 20.72% Rule 58
4 EXRES, SHC, Inc. * NA 50.00% Intermediate Subsidiary
5 ExRES Power Holdings, Inc. 100.00% Intermediate Subsidiary
6 National Energy Development, Inc. * 100 100.00% Intermediate Subsidiary
6 Sithe Energies, Inc. * 56.00% Fossil HoldingsCombination Exempt Wholesale
Generator and Rule 58
44.00% NEDI
3 Nuclear US Holdings, Inc. 73,000 100.00% Intermediate Subsidiary
4 Nuclear US Investments, LLC NA 100.00% Intermediate Subsidiary
4 Nuclear, Limited Partnership NA 99.00% Nuclear US Intermediate Subsidiary
Holdings, Inc.
as LP
NA 1.00% Nuclear US
Investments
LLC, as GP
5 AmerGen Energy Company, LLC NA 50.00% Generation Exempt Wholesale Generator
NA 50.00% Nuclear,
Limited
Partnership
6 AmerGen Consolidation, LLC NA 100.00% Intermediate Subsidiary
6 AmerGen TMI NQF, LLC NA 100.00% Intermediate Subsidiary
6 AmerGen Oyster Creek NQF, LLC NA 100.00% Intermediate Subsidiary
6 AmerGen Clinton NQF, LLC NA 100.00% Intermediate Subsidiary
12
3 PECO Energy Power Company 984,000 100.00% Electric Utility Company and
Registered 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, Inc. * NA 100.00% Intermediate Subsidiary
3 Exelon Peaker Development General, LLC NA 100.00% Intermediate Subsidiary
3 Exelon Peaker Development Limited, LLC NA 100.00% Intermediate Subsidiary
4 ExTex LaPorte Limited Partnership * NA 99.00% Peaker LG - LP Exempt Wholesale Generator
NA 1.00% Peaker DG - GP
3 ExTex Marketing, LLC NA 100.00% Rule 58
4 ExTex Power, LP NA 99.00% ExTex Rule 58
Marketing, LLC- LP
NA 1.00% Generation - GP
3 Exelon AOG Holding # 1, Inc. 100.00% Intermediate Subsidiary
3 Exelon AOG Holding # 2, Inc. 100.00% Intermediate Subsidiary
4 Exelon New England Power Marketing, LP NA 99.00% AOG # 2 - LP Rule 58
NA 1.00% AOG # 1 - GP
3 Exelon New England Holdings, LLC NA 100.00% Intermediate Subsidiary
4 Exelon New England Power Services, Inc. 100.00% Rule 58
4 Exelon New England Development, LLC NA 100.00% Development Company
4 Exelon Wyman, LLC NA 100.00% Exempt Wholesale Generator
4 Exelon Edgar, LLC NA 100.00% Exempt Wholesale Generator
4 Exelon Framingham, LLC NA 100.00% Exempt Wholesale Generator
4 Exelon Framingham Development, LLC NA 100.00% Development Company
4 Exelon West Medway, LLC NA 100.00% Exempt Wholesale Generator
4 Exelon West Medway Expansion, LLC * NA 100.00% Development Company
4 Exelon West Medway Development, LLC NA 100.00% Development Company
4 Exelon Boston Services, LLC NA 100.00% Rule 58
4 Exelon New Boston, LLC NA 100.00% Exempt Wholesale Generator
4 Exelon Hamilton, LLC NA 100.00% Rule 58
4 Boston Generating, LLC NA 100.00% Intermediate Subsidiary
5 Mystic 1, LLC NA 100.00% Exempt Wholesale Generator
5 Mystic Development, LLC NA 100.00% Exempt Wholesale Generator
5 Fore River Development, LLC NA 100.00% Exempt Wholesale Generator
3 Exelon PowerLabs, LLC NA 100.00% Rule 58 (vii)
3 Exelon Generation Consolidation, LLC NA 100.00% Intermediate Subsidiary
4 Braidwood 1 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 Braidwood 2 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 Byron 1 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 Byron 2 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 Dresden 1 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 Dresden 2 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 Dresden 3 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
13
4 LaSalle 1 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 LaSalle 2 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 Limerick 1 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 Limerick 2 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 PeachBottom 1 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 PeachBottom 2 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 PeachBottom 3 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 Quad Cities 1 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 Quad Cities 2 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 Salem 1 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 Salem 2 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 Zion 1 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
4 Zion 2 NQF, LLC NA 100.00% Successor to trusts approved in
the merger order.
3 Exelon Energy Company 100 100.00% Rule 58
4 AllEnergy Gas & Electric Marketing NA 100.00% Rule 58
Company, LLC
5 Texas Ohio Gas, Inc. 100 100.00% Rule 58
2 Exelon Enterprises Company, LLC NA 100.00% Non-Utility Holding Company
Second Tier
3 Exelon Enterprises Management, Inc. 100.00% Approved in Merger Order
(investments in Rule 58 and
Telecommunications)
4 CIC Global, LLC NA 50.00% ETC
4 UniGrid Energy, LLC* NA 50.00% ETC - Inactive
4 Phoenix Foods, LLC 5.00% ETC
4 ECPH, LLC NA 100.00% Hold ETC investments
4 Exelon Capital Partners, Inc. 100 100.00% Approved in Merger Order
(investments in Rule 58 and
Telecommunications)
5 Automated Power Exchange 5.80% ETC
5 Clean Air Partners, Inc. 14.30% ETC
5 Soft Switching Technologies, Inc. 4.20% ETC
5 Nxt Phase Corporation 6.10% ETC
5 ECP Telecommunications Holdings, LLC NA 100.00% Holds ETCs
6 Energy Trading Company 100.00% ETC
7 Entrade, Inc. < 10% ETC
7 WorldWide Web Network Corp < 10% ETC
6 Enerwise Global Technologies, Inc. 16.30% ETC
6 Everest Broadband Networks 15.50% ETC
6 Exotrope, Inc. < 10% ETC
6 Media Station, Inc. 2.48% ETC
6 NEON Communications, Inc. 10.01% Approved in Merger Order
(Investment)
14
6 SoftComp, Inc (PermitsNow) 15.51% Inactive
6 Planalytics, Inc. 9.60% ECP
6 Pantellos Corporation 3.80% ETC
6 SmartSynch 10.50% ETC
6 VITTS Network Group, Inc. 20.26% ETC
6 OmniChoice.com, Inc. 30.10% ETC
5 Exelon Enterprises Investments, Inc. 100.00% Approved in Merger Order
(investments in Rule 58 and
telecommunications)
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 Enertech Capital Partners II 6.10% ETC
6 UTECH Climate Challenge Fund, L.P. 24.30% Approved in Merger Order
(energy related - venture
capital Rule 58)
6 EEI Telecommunications Holdings, LLC NA 100.00% ETC
7 Exelon Communications Holdings, LLC NA 100.00% ETC
8 PHT Holdings, LLC NA 100.00% Held by ETC
9 PECO Hyperion Telecommunications NA 49.00% PHT Holdings, Held by ETC LLC
NA 1.00% PECO
8 Exelon Communications Company, LLC NA 100.00% Held by ETC
3 F & M Holdings Company, LLC NA 100.00% Rule 58
4 Oldco VSI, Inc. 100 100.00% Rule 58
5 EGW Meter Services, LLC * NA 100.00% Rule 58
4 II Services, Inc. 100.00% Rule 58
5 EIS Engineering, Inc. 100.00% Rule 58
6 InfraSource Field Services LLC * NA 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 Electrical 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 Universal Network Development, Corp.* 49.00% Rule 58
4 EIS Investments, LLC* NA 100.00% Rule 58
5 WCB Services, LLC * NA 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 NA 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 Canada, 10 100.00% Merger Order Reserved
Inc. Jurisdiction; Investment U-1 in Docket
70-9691 (Rule 58 operating
outside the U.S.)
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 NA 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 * NA 75.00% Rule 58
4 Exelon Thermal Development, Inc. 100 100.00% Rule 58
4 ETT Boston, Inc. 100 100.00% Rule 58
4 Northwind Boston, LLC NA 25.00% Rule 58
4 ETT Houston, Inc. 100 100.00% Rule 58
4 Thermal Chicago Corporation* 100 100.00% Rule 58
15
5 Northwind Chicago, LLC 100% 100.00% Rule 58
Member
Interest
5 Exelon Thermal Technologies, Inc. 100 100.00% Rule 58
5 ETT National Power Inc. 100 100.00% Rule 58
6 Northwind Midway, LLC* 100% 100.00% Rule 58
Member
Interest
1 Exelon Energy Delivery Company, LLC NA 100.00% Intermediate public utility
holding company
2 PECO Energy
Company 170,478,507 100.00% Electric and Gas Utility Company
3 East Coast Natural Gas Cooperative, LLP NA 41.12% Rule 58
3 Horizon Energy Company* 1,000 100.00% Inactive
3 Adwin Realty Company 1,000 100.00% Merger Order Reserved
Jurisdiction (Real Estate) (2)
4 Ambassador II Joint Venture * NA 50.00% Merger Order Reserved
Jurisdiction (Real Estate) (2)
4 Bradford Associates * NA 50.00% Merger Order Reserved
Jurisdiction (Real Estate) (2)
4 Franklin Town Towers Associates * 50 50.00% Merger Order Reserved
Jurisdiction (Real Estate) (2)
4 Henderson Ambassador Associates * NA 50.00% Merger Order Reserved
Jurisdiction (Real Estate) (2)
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 III NA 100.00% Approved in Merger Order
(Financing)
4 PECO Energy Capital, LP NA 3.00% Approved in Merger Order
(Financing)
3 PECO Energy Capital Trust IV NA 100.00% Financing
3 PECO Energy Capital Trust V* NA 100.00% Financing
3 PECO Energy Capital Trust VI* NA 100.00% Financing
3 ExTel Corporation, LLC NA 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 NA 100.00% Approved in Merger Order
(Financing)
3 Adwin (Schuylkill) Cogeneration, Inc. * 50.00% ERC
2 Commonwealth Edison 127,002,904 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 NA 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)
16
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)
3Chicago Equity Fund <10%
3Dearborn Park Corporation <10%
3I.L.P. Fund C/O Chicago Capital Fund <10%
28. 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 Appendix B.
17
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: May 28, 2004
EXELON CORPORATION
By: /s/ Matthew F. Hilzinger
----------------------------
Vice President and
Corporate Controller
18
Exhibit A
---------
Glossary of Defined Terms
-------------------------
AmerGen AmerGen Energy Company, LLC
AOG # 1 Exelon AOG Holding # 1, Inc.
AOG # 2 Exelon AOG Holding # 2, Inc.
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
ETCs Exempt telecommunications companies
EWGs Exempt wholesale generators
ExTel ExTel Corporation, LLC
FUCO Foreign utility company
ExTex ExTex LaPorte Limited Partnership
Fossil Holdings Exelon (Fossil) Holdings, Inc.
Generation Exelon Generation Company, LLC
GP General partner
LP Limited Partner
NEDI National Energy Development, Inc.
Peaker DG Exelon Peaker Development General, LLC
Peaker DL Exelon Peaker Development Limited, 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
Spruce, GP Spruce Holdings GP 2000, LLC
Spruce, LP Spruce Holdings LP 2000, LLC
Ventures Exelon Ventures Company, LLC
19
Exhibit B - Item 16
-------------------
A.
--
EBSC 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): Revolving credit loan
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $133.5 million.
4. Rate of interest per annum of each security: Commercial paper, market rate.
5. Date of issue, renewal or guaranty of each security: First quarter 2004
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
9. Collateral given with each security: None
10. Consideration given for each security: Cash
11. Application of proceeds for each security: The proceeds from the revolving
credit loan are used to provide 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 (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 are exempt from the provisions of section
6(a) by virtue of Section 6(b), give the figures that indicate that the
securities 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 principle 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.
20
14. If the 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)
22
B.
--
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): Revolving credit loan
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $75 million.
4. Rate of interest per annum of each security: One month LIBOR plus .625%
5. Date of issue, renewal or guaranty of each security: First quarter 2004
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, LLC
9. Collateral given with each security: None
10. Consideration given for each security: Cash
11. Application of proceeds for each security: The proceeds from the revolving
credit loan are used to provide 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 (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 are exempt from the provisions of section
6(a) by virtue of Section 6(b), give the figures that indicate that the
securities 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 principle 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
23
sentence of
section 6(b): Not Applicable.
14. If the 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
C.
--
Enterprises 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): Revolving credit loan
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $20 million.
4. Rate of interest per annum of each security: Variable
5. Date of issue, renewal or guaranty of each security: First quarter 2004
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:
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: The proceeds from the revolving
credit loan are used to provide 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 (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 are exempt from the provisions of section
6(a) by virtue of Section 6(b), give the figures that indicate that the
securities 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 principle 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.
25
14. If the 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
D.
--
Exelon PowerLabs, 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): Revolving credit loan
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $500,000
4. Rate of interest per annum of each security: One month LIBOR plus .625%
5. Date of issue, renewal or guaranty of each security: First quarter 2004
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, LLC
9. Collateral given with each security: None
10. Consideration given for each security: Cash
11. Application of proceeds for each security: The proceeds from the revolving
credit loan are used to provide 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 (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 are exempt from the provisions of section
6(a) by virtue of Section 6(b), give the figures that indicate that the
securities 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 principle 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
27
sentence of section 6(b): Not Applicable.
14. If the 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.
--
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): Revolving credit loan
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $350,000
4. Rate of interest per annum of each security: One month LIBOR plus .625%
5. Date of issue, renewal or guaranty of each security: First quarter 2004
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:
Enterprises
9. Collateral given with each security: None
10. Consideration given for each security: Cash
11. Application of proceeds for each security: The proceeds from the revolving
credit loan are used to provide 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 (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 are exempt from the provisions of section
6(a) by virtue of Section 6(b), give the figures that indicate that the
securities 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 principle 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
29
sentence of section 6(b): Not Applicable.
14. If the 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
F.
--
F&M Holdings 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): Revolving credit loan
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $7.875 million.
4. Rate of interest per annum of each security: Variable
5. Date of issue, renewal or guaranty of each security: First quarter 2004
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:
Enterprises
9. Collateral given with each security: None
10. Consideration given for each security: Cash
11. Application of proceeds for each security: The proceeds from the revolving
credit loan are used to provide 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 (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 are exempt from the provisions of section
6(a) by virtue of Section 6(b), give the figures that indicate that the
securities 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 principle 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
31
sentence of section 6(b): Not Applicable.
14. If the 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.
--
II 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): Revolving credit loan
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $320 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: First quarter 2004
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:
F&M Holdings, Company, LLC
9. Collateral given with each security: None
10. Consideration given for each security: Cash
11. Application of proceeds for each security: The proceeds from the revolving
credit loan are used to provide 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 (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]
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13. If the security or securities are exempt from the provisions of section
6(a) by virtue of Section 6(b), give the figures that indicate that the
securities 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 principle 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 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)
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