UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of CERTIFICATE
Exelon Corporation OF
File No. 70-10189 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 financing and investment orders. This certificate
reports activity in File No. 70-10189 for the period April 1, 2004 through June
30, 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. Financing Order - The sales of any common stock, Preferred Securities
or Equity-Linked Securities by Exelon and the purchase price per share
and the market price per share at the date of the agreement of sale
which shall also separately show the amount issued during the
Authorization Period for each type of issued securities (common stock,
Preferred Securities or Equity-Linked Securities).
None.
2. Financing Order - The total number of shares of Exelon common stock
issued or issuable under the options granted during the quarter under
employee benefit plans and dividend reinvestment plans including
employee benefit plans or dividend reinvestment plans later adopted
together with the number of shares issued or issuable during the
Authorization Period.
Total number of shares issuable: 42,000,000
Shares of common stock issued during the Authorization Period:
1,497,401.
Total number of shares issued through the Authorization Period:
1,497,401.
1
3. Financing 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. Financing Order - If a guaranty is issued 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 Corp. ComEd $2,000,000 12 months Surety bonds
------------------------- ----------------------- ------------------- -------------- ---------------
Generation Exelon Energy Company $36,500,000 12 months Energy trading
------------------------- ----------------------- ------------------- -------------- ---------------
Exelon Enterprises $238,000 12 months Surety bonds
------------------------- ----------------------- ------------------- -------------- ---------------
The total amount of guaranties outstanding at June 30, 2004 was $2.019
billion.
5. Financing Order - The amount and terms of any Exelon indebtedness
issued during the quarter which shall also separately show the amount
of indebtedness issued during the Authorization Period.
Exelon issued commercial paper during the quarter at an average
interest rate of 1.08%. Exelon had $50 million in commercial paper
outstanding at June 30, 2004.
6. Financing Order - The amount and terms of any short-term debt issued by
any Utility Subsidiary during the quarter which shall also separately
show the outstanding amount as of the end of the applicable period of
short-term debt of each Utility Subsidiary.
a. Overnight commercial paper issued through Bank One on behalf
of PECO during the second quarter: Daily balances ranged from
$-0- to $270 million at an average interest rate of 1.02%.
b. Overnight commercial paper issued through Bank One on behalf
of ComEd during the second 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 June 30,
2004, sublimits under the credit facility were $550 million,
$100 million, $250 million and $600 million for Exelon, ComEd,
PECO and Generation, respectively.
2
Exelon, ComEd, PECO and Generation had approximately $531
million, $74 million, $250 million and $460 million of
available capacity under the credit facilities at June 30,
2004. At June 30, 2004, commercial paper outstanding was $50
million and $211 million at Exelon and Generation,
respectively. ComEd and PECO did not have any commercial paper
outstanding at June 30, 2004.
d. 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 June 30, 2004.
Contributions to the Utility Money Pool
-------------------------------- ---------------------------------- --------------------------------
Company Maximum Daily Contribution Average Interest Rate
-------------------------------- ---------------------------------- --------------------------------
ComEd of Indiana $20,500,000 0.973%
-------------------------------- ---------------------------------- --------------------------------
ComEd $380,000,000 1.071%
-------------------------------- ---------------------------------- --------------------------------
PECO $110,000,000 1.137%
-------------------------------- ---------------------------------- --------------------------------
Loans from the Utility Money Pool
-------------------------------- ---------------------------------- --------------------------------
Company Maximum Daily Borrowing Average Interest Rate
-------------------------------- ---------------------------------- --------------------------------
ComEd $20,500,000 0.973%
-------------------------------- ---------------------------------- --------------------------------
Generation $380,000,000 1.071%
-------------------------------- ---------------------------------- --------------------------------
EBSC $110,000,000 1.137%
-------------------------------- ---------------------------------- --------------------------------
e. Short-term debt outstanding at June 30, 2004.
------------------------------ -----------------------------
Utility Amount
------------------------------ -----------------------------
ComEd $ -0-
------------------------------ -----------------------------
ComEd of Indiana -0-
------------------------------ -----------------------------
PECO -0-
------------------------------ -----------------------------
Generation 409,000,000
------------------------------ -----------------------------
7. Financing 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 15 below regarding reports of issuances that are
exempt) which shall also show separately the amount of non-exempt
securities issued by Non-Utility Subsidiaries during the Authorization
Period.
None.
3
8. Financing 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 which shall also
separately show the outstanding amount of Hedge Instruments or
Anticipatory Hedges previously reported under this item.
In the second quarter of 2004, ComEd entered into two fixed for
floating interest rate swaps in order to maintain its targeted
percentage of variable-rate debt associated with fixed-rate debt
issuances. These swaps are designated as fair value hedges that attempt
to adjust exposure when deemed appropriate based on market conditions.
A table summarizing the fixed for floating interest rate swap
transactions that were entered into in the second quarter is below.
--------------------------------------------------------------------------------------------------
Exelon Trade Effective Notional Term Counterparty
Entity Date Date Amount
--------------------------------------------------------------------------------------------------
ComEd 04/22/04 04/26/04 $120,000,000 03/15/12 Dresdner
ComEd 06/10/04 06/15/04 $120,000,000 03/15/12 JP Morgan
--------------------------------------------------------------------------------------------------
9. Financing Order - (a) The name and parent company of any Intermediate
Subsidiary or Financing Subsidiary created during the quarter; (b) the
amount invested in any Intermediate Subsidiary or Financing Subsidiary
during the quarter, and (c) the amount and terms of any securities
issued by any financing subsidiaries during the quarter which shall
also separately show the amount of all securities issued by such
subsidiaries during the Authorization Period
(a) No Intermediate or Financing subsidiaries were created during
the quarter.
(b) (i) Generation contributed $7,040,200 to Exelon SHC, Inc.
(ii) Exelon SHC, Inc. contributed $7,540,300 to EXRES SHC,
Inc.
(iii) EXRES SHC, Inc. contributed $7,540,300 to ExRes Power
Holdings, Inc.
(iv) ExRES Power Holdings, Inc. contributed $3,318,500 to
National Energy Development, Inc.
(v) Generation contributed $75,015,000 to Exelon
Generation Consolidation, LLC.
(vi) Generation contributed $7,500 to AmerGen
Consolidation, LLC.
(vii) Enterprises contributed $6,909,664 to Exelon
Enterprises Management, Inc.
(viii) PECO contributed $1,420,499 to ExTel Corporation,
LLC.
4
(c) None.
10. Financing Order - If any Subsidiaries are Variable Interest Entities
(VIEs) as that term is used in FASB Interpretation 46R, Consolidation
of Variable Interest Entities, provide a description of any financing
transactions conducted during the reporting period that were used to
fund such VIEs.
None.
11. Financing Order - If any financing proceeds are used for VIEs, a
description of the accounting for such transactions under FASB
Interpretation 46R.
None.
12. Financing 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 June 30, 2004 for Exelon, PECO and
Generation, Commission File Numbers 1-16169, 1-1401 and 333-85496,
respectively.
13. Financing 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.
(in millions)
-------------------------------- ----------------- ------------
Exelon Amount Ratio
------
-------------------------------- ----------------- ------------
Common Equity $9,026 38%
-------------------------------- ----------------- ------------
Preferred Securities and 137 n.m.
Minority Interests
-------------------------------- ----------------- ------------
Long-Term Debt (includes 14,577 61%
current maturities)
-------------------------------- ----------------- ------------
Short-Term Debt 261 1%
-------------------------------- ----------------- ------------
Total Capitalization $24,001 100%
-------------------------------- ----------------- ------------
5
------------------------------- ------------------ ------------
ComEd Amount Ratio
-----
------------------------------- ------------------ ------------
Common Equity $6,578 52%
------------------------------- ------------------ ------------
Preferred Securities 7 n.m.
------------------------------- ------------------ ------------
Long-Term Debt (includes 6,075 48%
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt -0- n.m.
------------------------------- ------------------ ------------
Total Capitalization $12,660 100%
------------------------------- ------------------ ------------
------------------------------- ------------------ ------------
PECO Amount Ratio
----
------------------------------- ------------------ ------------
Common Equity $1,055 17%
------------------------------- ------------------ ------------
Preferred 87 1%
------------------------------- ------------------ ------------
Long-Term Debt (includes 5,227 82%
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt -0- n.m.
------------------------------- ------------------ ------------
Total Capitalization $6,369 100%
------------------------------- ------------------ ------------
------------------------------- ------------------ ------------
Generation Amount Ratio
----------
------------------------------- ------------------ ------------
Member's Equity $2,987 50%
------------------------------- ------------------ ------------
Minority Interest 52 1%
------------------------------- ------------------ ------------
Long-Term Debt (includes 2,533 42%
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt 409 7%
------------------------------- ------------------ ------------
Total Capitalization $5,981 100%
------------------------------- ------------------ ------------
6
------------------------------- ------------------ ------------
ComEd Indiana Amount Ratio
-------------
------------------------------- ------------------ ------------
Common Equity $33 100%
------------------------------- ------------------ ------------
Preferred -0- n.m.
------------------------------- ------------------ ------------
Long-Term Debt (includes -0- n.m.
current maturities)
------------------------------- ------------------ ------------
Short-Term Debt -0- n.m.
------------------------------- ------------------ ------------
Total Capitalization $33 100%
------------------------------- ------------------ ------------
14. Financing 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 June 30, 2004 (in millions).
----------------------------------- --------------------------------
Exelon Amount
------
----------------------------------- --------------------------------
Beginning Balance (a) $2,549
----------------------------------- --------------------------------
Net Income 521
----------------------------------- --------------------------------
Dividends:
----------------------------------- --------------------------------
Common Stock (181)
----------------------------------- --------------------------------
Ending Balance $2,889
----------------------------------- --------------------------------
(a) Previously reported historical financial information for the
three months ended March 31, 2004 has been adjusted to reflect
the adoption of FSP FAS 106-2 as of January 1, 2004. The
retained earnings balance as of March 31, 2004 has been
adjusted from $2,544 to $2,549.
----------------------------------- --------------------------------
PECO Amount
----
----------------------------------- --------------------------------
Beginning Balance (a) $587
----------------------------------- --------------------------------
Net Income 101
----------------------------------- --------------------------------
Dividends:
----------------------------------- --------------------------------
Common Stock (90)
----------------------------------- --------------------------------
Preferred Stock (1)
----------------------------------- --------------------------------
Ending Balance $597
----------------------------------- --------------------------------
(a) Previously reported historical financial information for the
three months ended March 31, 2004 has been adjusted to reflect
the adoption of FSP FAS 106-2 as of January 1, 2004. The
retained earnings balance as of March 31, 2004 has been
adjusted from $586 to $587.
7
----------------------------------- --------------------------------
ComEd (a) Amount
---------
----------------------------------- --------------------------------
Beginning Balance (a) $964
----------------------------------- --------------------------------
Net Income 204
----------------------------------- --------------------------------
Dividends:
----------------------------------- --------------------------------
Common Stock (104)
----------------------------------- --------------------------------
Ending Balance (b) $1,064
----------------------------------- --------------------------------
(a) Previously reported historical financial information for the
three months ended March 31, 2004 has been adjusted to reflect
the adoption of FSP FAS 106-2 as of January 1, 2004. The
retained earnings balance as of March 31, 2004 has been
adjusted from $962 to $964.
(b) As of June 30, 2004, ComEd had appropriated $1,064 million of
retained earnings for future dividend payments.
----------------------------------- --------------------------------
ComEd of Indiana Amount
----------------------------------- --------------------------------
Beginning Balance $2
----------------------------------- --------------------------------
Net Income 1
----------------------------------- --------------------------------
Dividends:
----------------------------------- --------------------------------
Common Stock -0-
----------------------------------- --------------------------------
Ending Balance $3
----------------------------------- --------------------------------
----------------------------------- --------------------------------
Generation Amount
----------
----------------------------------- --------------------------------
Beginning Balance (a) $650
----------------------------------- --------------------------------
Net Income 178
----------------------------------- --------------------------------
Distribution to Member (55)
----------------------------------- --------------------------------
Ending Balance $773
----------------------------------- --------------------------------
(a) Previously reported historical financial information for the
three months ended March 31, 2004 has been adjusted to reflect
the adoption of FSP FAS 106-2 as of January 1, 2004. The
retained earnings balance as of March 31, 2004 has been
adjusted from $647 to $650.
15. Investment Order - U-6B-2 (Financings Exempt from SEC Approval)
o Information that would be reported on a U-6B-2 for security
issuances by Utility Subsidiaries that are exempt from
approval by the SEC (i.e., securities (long-term debt)
approved by the State commissions). See Exhibit B.
o Securities issued by a Non-Utility Subsidiary (including
intercompany notes; but not money pool transactions which are
reported under Item 6) that are exempt from approval by the
SEC (i.e., Non-Utility Subsidiary securities issuances exempt
under Rule 52).
See Exhibit B.
8
16. Financing Order - Future registration statements filed under the
Securities Act of 1933 with respect to securities that are subject of
the instant application-declaration will be filed or incorporated by
reference as exhibits to the next certificate filed under rule 24.
Exelon Generation filed an S-4 Registration Statement with the
Securities and Exchange Commission on March 30, 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 June 30, 2004, and is
incorporated by reference as an exhibit to this certificate.
17. Financing Order - 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.
See Form 8-K, Commission File Number 1-1401, dated April 16, 2004, with
respect to PECO Energy Company entering into an underwriting agreement
associated with the issuance of $75 million of first and refunding
mortgage bonds.
18. Financing 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 Financing Order, which provides for a Modified Rule 53 Test
applicable to Exelon's investments in EWGs and FUCOs of $4,000 million.
At June 30, 2004, Exelon's "aggregate investment" (as defined in rule
53(a) under PUHCA) in all EWGs and FUCOs was approximately $1,939
million, and accordingly, at June 30, 2004, Exelon's remaining
investment capacity under the Modified Rule 53 Test was approximately
$2,061 million. At June 30, 2004, Exelon's "consolidated retained
earnings" (as defined in rule 53(a) under PUHCA) was $2,492 million.
19. Financing Order - A breakdown showing Exelon's aggregate investment in
each EWG or FUCO counting against the 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
9
20. Financing Order - Total capitalization ratio of Exelon, with
consolidated debt to include all short-term debt and nonrecourse debt
of all EWGs and FUCOs.
At June 30, 2004, Exelon's consolidated capitalization ratio as so
calculated was: debt 61%, common equity 38%, and short-tem debt 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).
21. Financing Order - The market-to-book ratio of Exelon's common stock.
At June 30, 2004, the market-to-book ratio of Exelon's common stock was
2.46 to 1.
22. Financing 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.
None.
23. Financing 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 second quarter,
2004
24. Financing Order - A statement of revenues and net income for each EWG
and FUCO for the twelve months ending as of the end 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 second quarter,
2004
25. Investment 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-Q for Generation filed on July 28, 2004.
10
26. Investment 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
27. Investment 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 Company Method of Rate of Amount Purpose
Parent Subsidiary / Subsidiary Investment Interest
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Generation AmerGen EWG Revolving LIBOR plus $35,300,000 Operating
credit loan .625% funds
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Generation Exelon SHC, Intermediate Capital NA $7,040,200 Operating
Inc contribution funds
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon SHC, Inc EXRES SHC, Intermediate Capital NA $7,540,300 Operating
Inc. contribution funds
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
EXRES SHC, Inc. ExRES Power Intermediate Capital NA $7,540,300 Operating
Holdings, contribution funds
Inc.
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
ExRES Power National Intermediate Capital NA $3,318,500 Operating
Holdings, Inc. Energy contribution funds
Development,
Inc.
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
ExRES Power Sithe EWG Capital NA $7,540,300 Operating
Holdings, Inc. contribution funds
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Generation Exelon Intermediate Capital NA $75,015,000 Investments
Generation trust company contribution in
Consolidation, decommissioning
LLC trust
subsidiaries
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon Limerick I Decommissioning Capital NA $8,000 Investments
Generation NQF, LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
11
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon Limerick II Decommissioning Capital NA $337,000 Investments
Generation NQF, LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon PeachBottom Decommissioning Capital NA $417,600 Investments
Generation I NQF, LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon PeachBottom Decommissioning Capital NA $74,800 Investments
Generation II NQF, LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon Dresden I Decommissioning Capital NA $53,686,300 Investments
Generation NQF, LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon Dresden II Decommissioning Capital NA $316,400 Investments
Generation NQF, LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon Dresden III Decommissioning Capital NA $1,067,000 Investments
Generation NQF, LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon LaSalle I Decommissioning Capital NA $238,000 Investments
Generation NQF, LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon LaSalle II Decommissioning Capital NA $173,900 Investments
Generation NQF, LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon Byron I NQF, Decommissioning Capital NA $10,400 Investments
Generation LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon Byron II Decommissioning Capital NA $107,000 Investments
Generation NQF, LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon Braidwood I Decommissioning Capital NA $24,100 Investments
Generation NQF, LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon Braidwood II Decommissioning Capital NA $8,000 Investments
Generation NQF, LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon Quad Cities Decommissioning Capital NA $278,900 Investments
Generation I NQF, LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon Quad Cities Decommissioning Capital NA $281,300 Investments
Generation II NQF, LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon Salem I NQF, Decommissioning Capital NA $575,100 Investments
Generation LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon Salem I NQF, Decommissioning Capital NA $405,400 Investments
Generation LLC trust contribution in
Consolidation, decommissioning
LLC trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Generation AmerGen Intermediate Capital NA $7,500 Investments
Consolidation, company contribution in
LLC decommissioning
trust
subsidiaries
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
AmerGen AmerGen TMI Decommissioning Capital NA $2,000 Investments
NQF, LLC trust contribution in
decommissioning
trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
12
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
AmerGen AmerGen Decommissioning Capital NA $2,000 Investments
Oyster Creek trust contribution in
NQF, LLC decommissioning
trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
AmerGen AmerGen Decommissioning Capital NA $2,000 Investments
Clinton NQF, trust contribution in
LLC decommissioning
trusts
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Ventures Exelon Rule 58 Capital NA $27,767,500 Operating
Synfuel I, contribution funds
LLC
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Ventures Exelon Rule 58 Capital NA $22,199,800 Operating
Synfuel II, contribution funds
LLC
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Ventures Exelon Rule 58 Capital NA $1,000,000 Operating
Synfuel III, contribution funds
LLC
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Ventures Generation Utility company Capital NA $5,315,900 Operating
contribution funds
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
ETT North Exelon Rule 58 Revolving LIBOR plus $1,500,000 Operating
America, Inc. Thermal credit loan 50 basis funds
Technologies, points
Inc.
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Thermal Exelon Rule 58 Revolving LIBOR plus $200,000 Operating
Thermal credit loan 50 basis funds
Development, points
Inc.
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
F&M Holdings II Services, Rule 58 Revolving LIBOR plus $52,863 Operating
Company, LLC Inc. credit loan 50 basis funds
points
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon Thermal Northwind Rule 58 Capital NA $38,466,552 Operating
Holdings, Inc. Chicago, LLC contribution funds
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
ECPH, LLC Exelon Rule 58 Capital NA $9,700,000 Operating
Enterprises contribution funds
Investments,
Inc.
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Ventures Enterprises Intermediate Revolving LIBOR plus $214,150,000 Operating
holding company credit loan 50 basis funds
points
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
GenFinance Exelon Rule 58 Revolving One month $250,000 Operating
PowerLabs, credit loan LIBOR plus funds
LLC .625%
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Enterprises Exelon Intermediate Revolving LIBOR plus $6,909,664 Operating
Enterprises holding company credit loan 50 basis funds
Management, for ETCs points
Inc.
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Enterprises Fischbach & Rule 58 Revolving LIBOR plus $500,000 Operating
Moore credit loan 50 basis funds
Electric, points
Inc.
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Enterprises Exelon Rule 58 Revolving LIBOR plus $7,000,000 Operating
Services, credit loan 50 basis funds
Inc. points
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
Exelon EED Intermediate Capital NA $410,760 Allocation of
registered contribution corporate tax
holding company benefit
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
EED PECO Energy Utility Capital NA $410,760 Allocation of
Company contribution corporate tax
benefit
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
ExTel PECO ETC Capital NA $142,049,927 Used for
Corporation, Wireless, LP contribution investments
LLC
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
PECO ExTel Intermediate Capital NA $1,420,499 Used for
Corporation, subsidiary contribution investments
LLC
---------------- -------------- ----------------- ---------------- ------------- ------------ ---------------
28. Investment 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.
13
1. Solution Holdings, LLC (Solutions)
----------------------------------
Solutions was formed in Delaware on May 13, 2004, as a subsidiary of
Exelon Services, Inc. (Services), to facilitate the sale of certain
energy related companies and assets. Services transferred the following
assets and liabilities, at cost, to Solutions:
Cash $844,896
Accounts receivable 6,664,575
Inventory 248,113
Underbillings (255,921)
Prepaids 189,700
Property, plant and equipment 431,922
Deposits 3,137
Other non-current assets 7,002,293
Accounts payable 6,704,252
Short-term debt 34,952
Overbillings 3,811,706
Accrued payroll and related 96,654
Accrued other taxes 1,803
Other accrued liabilities 267,147
Other long-term liabilities 1,946,058
Equity 2,266,143
Solutions was sold on June 25, 2004.
2. Energy Trading Company
----------------------
Exelon Energy Trading Company was dissolved on June 14, 2004 and
distributed its assets and liabilities to its parent, ECP
Telecommunications Holdings, LLC:
Intercompany accounts receivable $125,429
Other investments 316,753
Valuation allowance (316,753)
Federal income taxes receivable 521,191
Deferred federal income taxes 110,864
Equity (1,322,417)
Retained earnings 564,933
14
29. Investment 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 June 30, 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
Credit Fund X Merger Order (tax
advantaged
transactions -
housing)
2 Boston Financial Institutional Tax NA 43.69% Approved in
Credit Fund XIV Merger Order (tax
advantaged
transactions -
housing)
2 Boston Financial Institutional Tax NA 14.19% Approved in
Credit Fund XIX Merger Order (tax
advantaged
transactions -
housing)
2 Boston Financial Institutional Tax NA 34.54% Approved in
Credit Fund XXI Merger Order (tax
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 Related Corporate Partners IV, L.P.
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)
15
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)
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% Rule 58
3 DTE Buckeye, LLC * Member interest 0.00% Rule 58
59.00%
2 Exelon Synfuel II, LLC NA 100.00% Rule 58
3 DTE Belews Creek, LLC * Member interest 0.00% Rule 58
99.00%
2 Exelon Synfuel III, LLC NA 100.00% Rule 58
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 NuStart Energy Development, LLC NA ~ 10% Development
company
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 100.00% EWG
1,000
3 Exelon SHC, Inc. NA 85.00% Genco - LP Intermediate
Subsidiary
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
5 100.00% Intermediate
ExRES Power Holdings, Inc. Subsidiary
6 National Energy Development, Inc.* 100 100.00% Intermediate
Subsidiary
6 Sithe Energies, Inc. * 56.00% Fossil Holdings Combination
Exempt Wholesale
Generator and
Rule 58
44.00% NEDI
3 Nuclear US Holdings, Inc. 100.00% Intermediate
73,000 Subsidiary
16
4 Nuclear US Investments, LLC NA 100.00% Intermediate
Subsidiary
4 Nuclear, Limited Partnership NA 99.00% Nuclear US Intermediate
Holdings, Inc. Subsidiary
as LP
NA 1.00% Nuclear US
Investments LLC,
as GP
5 AmerGen Energy Company, LLC NA 50.00% Genco 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% Decommissioning
trust
6 AmerGen Oyster Creek NQF, LLC NA 100.00% Decommissioning
trust
6 AmerGen Clinton NQF, LLC NA 100.00% Decommissioning
trust
3 PECO Energy Power Company 100.00% EWG
984,000
4 Susquehanna Power Company 100.00% EWG
1,273,000
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 DL - 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 Marketing, Rule 58
LLC - LP
NA 1.00% Genco - 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 ENEH Services, LLC NA 100.00% Rule 58
4 Exelon New England Power Services, Inc. 100.00% Exempt Wholesale
Generator
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% Exempt Wholesale
Generator
17
4 Exelon New Boston, LLC NA 100.00% Exempt Wholesale
Generator
4 Exelon Hamilton, LLC NA 100.00% Rule 58
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
decommissioning
trusts approved
in the merger
order.
4 Braidwood 2 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 Byron 1 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 Byron 2 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 Dresden 1 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 Dresden 2 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 Dresden 3 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 LaSalle 1 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 LaSalle 2 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 Limerick 1 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 Limerick 2 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 PeachBottom 1 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 PeachBottom 2 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 PeachBottom 3 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 Quad Cities 1 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 Quad Cities 2 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 Salem 1 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 Salem 2 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
18
4 Zion 1 NQF, LLC NA 100.00% Successor to
decommissioning
trusts approved
in the merger
order.
4 Zion 2 NQF, LLC NA 100.00% Successor to
decommissioning
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% Rule 58
4 ECPH, LLC NA 100.00% Hold ETC
investments
5 ECP Telecommunications Holdings, LLC NA 100.00% Holds ETCs
6 Entrade, Inc. < 10% ETC
6 WorldWide Web Network Corp < 10% 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)
6 SoftComp, Inc (PermitsNow) 15.51% Inactive
6 Planalytics, Inc. 9.60% ECP
6 Pantellos Corporation 3.80% 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
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
19
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
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
Inc. Reserved
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
1 Exelon Energy Delivery Company, LLC NA 100.00% Intermediate
public utility
holding company
2 PECO Energy Company 100.00% Electric and Gas
170,478,507 Utility Company
3 East Coast Natural Gas Cooperative, LLP NA 41.12% Rule 58
3 Horizon Energy Company* 100.00% Rule 58 -
1,000 inactive.
3 Adwin Realty Company 100.00% Merger Order
1,000 Reserved
Jurisdiction
(Real Estate)
4 Ambassador II Joint Venture * NA 50.00% Merger Order
Reserved
Jurisdiction
(Real Estate)
4 Bradford Associates * NA 50.00% Merger Order
Reserved
Jurisdiction
(Real Estate)
4 Franklin Town Towers Associates * 50 50.00% Merger Order
Reserved
Jurisdiction
(Real Estate)
4 Henderson Ambassador Associates * NA 50.00% Merger Order
Reserved
Jurisdiction
(Real Estate)
3 PECO Energy Transition Trust NA 100.00% Approved in
Merger Order
(Financing)
3 PECO Energy Capital Corp. 100.00% Approved in
1,000 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
20
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 Company 99.90% Public Utility
127,002,904 0.01 Holding Company,
Second Tier;
Electric Utility
Company
3 Commonwealth Edison Company of 100.00% Electric Utility
Indiana, Inc. 908,084 Company
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)
3 Edison Development Canada Inc. 100.00% Merger Order
15,158 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%
* Inactive company.
Changes in Second Quarter
--------------------------
ENEH Services, LLC
Formation in Delaware, 4/1/2004.
Exelon Capital Partners, Inc.
Sold, 4/16/2004.
NuStart Energy Development, LLC Organized in Delaware, 4/19/2004.
ComEd Financing 1
Dissolved, 5/13/2004.
Solution Holdings, LLC
Formed in Delaware on 5/13/2004.
21
Boston Generating, LLC
Completed sale, transfer and assignment of ownership.
May 25, 2004
Mystic 1, LLC
Completed sale, transfer and assignment of ownership.
May 25, 2004
Mystic Development, LLC
Completed sale, transfer and assignment of ownership.
May 25, 2004
Fore River Development, LLC
Completed sale, transfer and assignment of ownership.
May 25, 2004
Energy Trading Company
Dissolved on 6/14/2004.
Exelon Synfuel III, LLC Organized in Delaware, 6/17/2004.
Solution Holdings, LLC
Sold on 6/25/2004.
Exelon Services Federal Group, Inc.
Sold on 6/25/2004.
PECO TelCove sold to TelCove, 6/30/2004.
Thermal Chicago Corporation
Sold on 6/30/2004.
Northwind Chicago, LLC
Sold on 6/30/2004.
Exelon Thermal Technologies, Inc.
Sold on 6/30/2004.
Northwind Midway, LLC
Sold on 6/30/2004.
ETT National Power, Inc.
Sold on 6/30/2004.
22
S I G N A T U R E
Pursuant to the requirements of PUHCA, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: August 30, 2004
EXELON CORPORATION
By: /s/ Matthew F. Hilzinger
------------------------
Vice President and
Corporate Controller
23
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.
Authorization Period April 1, 2004 through April 15, 2007
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
EED Exelon Energy Delivery Company, LLC
Equity Linked Securities Securities, including units
consisting of a combination of incorporated options,
warrants and/or forward equity purchase contracts
with debt, preferred stock, or Preferred Securities.
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
GenFinance Exelon Generation Finance Company
GP General partner
LP Limited Partner
NEDI National Energy Development, Inc.
n.m. Not meaningful
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
Preferred Securities Including, specifically, trust preferred securities,
or monthly income preferred securities.
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
24
Exhibit B - Item 15
-------------------
A.
--
PECO has issued the security described herein which issue was exempted from the
provisions of section 6(a) of the Act and was neither the subject of a
declaration or application on Form U-1 nor included within the exemption
provided by Rule U-48.
1. Type of securities (draft, promissory note): First and Refunding
Mortgage Bonds.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $75,000,000.
4. Rate of interest per annum of each security: 5.90%.
5. Date of issue, renewal or guaranty of each security: April 16, 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): May 1, 2034.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Various.
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: The proceeds from this
issuance will be used to redeem $75,000,000 aggregate principal amount
of PECO's 6-3/8% first mortgage bonds due August 15, 2005.
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
25
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 (a)
26
B
--
AmerGen 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: $35,300,000.
4. Rate of interest per annum of each security: One month LIBOR plus
.625%.
5. Date of issue, renewal or guaranty of each security: April 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 were 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.
27
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
C.
--
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: $52,863.
4. Rate of interest per annum of each security: LIBOR plus 50 basis
points.
5. Date of issue, renewal or guaranty of each security: Second 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]
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.
29
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
D.
--
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: $214,150,000.
4. Rate of interest per annum of each security: LIBOR plus 50 basis
points.
5. Date of issue, renewal or guaranty of each security: April and June,
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
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)
32
E.
--
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: $250,000.
4. Rate of interest per annum of each security: One month LIBOR plus
.625%.
5. Date of issue, renewal or guaranty of each security: June, 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
33
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).
34
F.
--
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: $6,909,664.
4. Rate of interest per annum of each security: One month LIBOR plus 50
basis points.
5. Date of issue, renewal or guaranty of each security: May, 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
35
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)
36
G.
--
Fischbach & Moore Electric, Inc. has issued the security described herein which
issue was exempted from the provisions of section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): 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: LIBOR plus 50 basis
points.
5. Date of issue, renewal or guaranty of each security: May, 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]
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
37
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)
38
H.
--
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): Revolving credit loan.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $7,000,000.
4. Rate of interest per annum of each security: LIBOR plus 50 basis
points.
5. Date of issue, renewal or guaranty of each security: April, 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
39
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)
40
I.
--
Exelon Thermal Technologies, Inc. has issued the security described herein which
issue was exempted from the provisions of section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Revolving credit loan.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $1,500,000.
4. Rate of interest per annum of each security: LIBOR plus 50 basis
points.
5. Date of issue, renewal or guaranty of each security: April, 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 Thermal Holdings, Inc.
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.
41
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)
42
J.
--
Exelon Thermal Development, Inc. has issued the security described herein which
issue was exempted from the provisions of section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Revolving credit loan.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $200,000.
4. Rate of interest per annum of each security: LIBOR plus 50 basis
points.
5. Date of issue, renewal or guaranty of each security: April, 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 Thermal Holdings, Inc.
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
43
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)
44