UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of CERTIFICATE
Exelon Corporation OF
File No. 70-9693 NOTIFICATION
Public Utility Holding Company Act of 1935 (PUHCA)
Exelon Corporation, a Pennsylvania corporation and registered holding
company (Exelon), hereby submits the following Certificate of Notification
pursuant to Rule 24. This filing is made pursuant to Exelon's Form U-1
Application-Declaration, as amended (the "Financing U-1") and the Securities and
Exchange Commission's merger, financing and investment orders. This certificate
reports activity in File No. 70-9693 for the period October 1, 2002 through
December 31, 2002. Any capitalized terms used herein but not defined herein have
the respective meanings given in the Financing U-1 or the Commission's Orders.
See Exhibit A for Glossary of Defined Terms
1. Order - A computation in accordance with rule 53(a) setting forth
Exelon's "aggregate investment" in all EWGs and FUCOs, its "consolidated
retained earnings" and a calculation of the amount remaining under the
Requested EWG/FUCO Authority.
Rule 53(a) provides that a registered holding company's aggregate
investment in EWGs and FUCOs may not exceed 50% of its retained earnings.
Exelon was granted partial relief from this rule pursuant to the December
8, 2000 Order, which provides for a Modified Rule 53 Test applicable to
Exelon's investments in EWGs and FUCOs of $4,000 million. At December 31,
2002, Exelon's "aggregate investment" (as defined in rule 53(a) under
PUHCA) in all EWGs and FUCOs was approximately $2,076 million, and
accordingly, at December 31, 2002, Exelon's remaining investment capacity
under the Modified Rule 53 Test was approximately $1,924 million. At
December 31, 2002, Exelon's "consolidated retained earnings" (as defined
in rule 53(a) under PUHCA) was $1,592 million.
2. Order - A breakdown showing Exelon's aggregate investment in each EWG or
FUCO counting against the Requested EWG/FUCO Authority.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1,
certain information concerning the aggregate investment by EWG/FUCO
Project.
3. Order - Identification of any new EWG or FUCO counting against the
requested EWG/FUCO Authority in which Exelon has invested or committed to
invest during the quarter.
In the fourth quarter of 2002, Exelon did not commit to invest in any new
EWGs or FUCOs that would count against the Modified Rule 53 Test. On June
26, 2002, Genco signed an agreement to acquire Sithe New England Holdings
(now doing business as the Exelon New England Companies), a subsidiary of
Sithe Energies, Inc., see Certification of Notification, filed for the
second quarter of 2002. The transaction closed on November 1, 2002.
4. Order - Analysis of the growth in consolidated retained earnings that
segregates total earnings growth of EWGs and FUCOs from that attributable
to other subsidiaries of Exelon.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1,
total earnings growth by EWG and FUCO project in the fourth quarter,
2002.
5. Order - A statement of revenues and net income for each EWG and FUCO for
the twelve months ending as of that quarter.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1, net
income and revenues of Exelon's EWG and FUCO Projects for the twelve
months ending December 31, 2002.
6. Order - Consolidated capitalization ratios of Exelon, with consolidated
debt to include all short-term debt and nonrecourse debt of all EWGs and
FUCOs.
At December 31, 2002, Exelon's consolidated capitalization ratio was:
debt 65%, common equity 32%, and preferred securities of subsidiaries of
3%. (For these purposes, "consolidated debt" means all long-term debt,
long-term debt due within one year, notes payable and other short-term
obligations, including any short-term debt and non-recourse debt of
EWG/FUCO Projects, to the extent normally consolidated under applicable
financial reporting rules).
7. Order - A table showing, as of the end of the quarter, the dollar and
percentage components of the capital structure of Exelon on a
consolidated basis and of each Utility Subsidiary.
Capital Structure of Exelon and its utility subsidiaries as of December
31, 2002 are as follows (in millions, except percentage data):
Exelon PECO ComEd Genco PEPCO SPCO SECO ComEd
Indiana
Debt1
Amount $15,744 $5,840 $6,037 $3,000
Percentage 65% 87% 50% 51%
Common Equity
Amount $7,742 $761 $5,758 $2,899 $136 $127 $(7) $12
Percentage 32% 11% 47% 49% 100% 100% 100% 100%
Preferred
Securities of
Subsidiaries
Amount $595 $128 $330
Percentage 3% 2% 3%
--------
1 See definition under Item 6.
8. Order - The market-to-book ratio of Exelon's common stock.
At December 31, 2002, the market-to-book ratio of Exelon's common stock
was 2.22 to 1.
9. Order - The sale of any common stock or preferred securities by Exelon
and the purchase price per share and the market price per share at the
date of the agreement of sale.
During the fourth quarter of 2002, 338,961 shares of common stock were
issued under various employee stock purchase and compensation plans with
a price range of $43.91 to $53.00 per share. The average price for the
period was $49.59 per share.
10. Order - The total number of shares of Exelon common stock issued or
issuable under options granted during the quarter under employee benefit
plans and dividend reinvestment plans including any employee benefit
plans or dividend reinvestment plans later adopted.
Exelon granted 24,400 stock options in the fourth quarter of 2002 at an
exercise price of $48.80 per share.
11. Order - If Exelon common stock has been transferred to a seller of
securities of a company being acquired, the number of shares so issued,
the value per share and whether the shares are restricted in the hands of
the acquirer.
Exelon did not transfer any common stock to a seller of securities of a
company being acquired during the fourth quarter of 2002.
12. Order - If a guarantee is issued by Exelon, Genco or a Subsidiary where
such guaranty is not exempt under Rule 52 during the quarter, the name of
the guarantor, the name of the beneficiary of the guarantee and the
amount, terms and purpose of the guarantee.
Name of Sub / Purpose Amount Term
--------------------- ------ ----
Exelon Generation $40,600,000 12 months
- Energy trading, equity
guarantee
Enterprises $97,200,000 12 months
- Surety bonds, energy
contracts, letters of credit
13. Order - The amount and terms of any Exelon indebtedness issued during the
quarter.
Overnight commercial paper issued through Chase Manhattan Bank on behalf
of Exelon during the quarter. Daily balances ranged from $308 million to
$782.6 million at an average interest rate of 1.70%.
14. Order - The amount and terms of any short-term debt issued by any Utility
Subsidiary during the quarter.
A. Overnight commercial paper issued through Bank One on behalf of
PECO during the fourth quarter. Daily balances ranged from $60 to
$375 million at an average interest rate of 1.51%.
B. Overnight commercial paper issued through Bank One on behalf of
ComEd during the fourth quarter. Daily balances ranged from $146
to $ -0- million at an average interest rate of 1.71%.
C. Contributions to and Loans from the Utility Money Pool: The
activity below reflects a contribution to the money pool by ComEd
of Indiana and a loan to ComEd.
Exelon Utility Money Pool
For the Period October 31, 2002 through December 31, 2002
Activity for the quarter - ComEd of Indiana invested surplus funds in the
Utility Money Pool during the fourth quarter of 2001 and the first quarter of
2002 and ComEd borrowed such funds. The activity below reflects the interest
expense charged ComEd and the interest income earned by ComEd of Indiana during
the fourth quarter of 2002. Interest is based on J.P. Morgan's money market
account.
ComEd ComEd of Indiana
Daily Applied Interest Expense Interest Income
Date Balance Interest Rate Accrual Accrual
10/1/02 $ 20,500,000 1.70% $968.06 $968.06
10/2/02 20,500,000 1.69% 962.36 962.36
10/3/02 20,500,000 1.68% 956.67 956.67
10/4/02 20,500,000 1.68% 956.67 956.67
10/5/02 20,500,000 1.68% 956.67 956.67
10/6/02 20,500,000 1.68% 956.67 956.67
10/7/02 20,500,000 1.67% 950.97 950.97
10/8/02 20,500,000 1.67% 950.97 950.97
10/9/02 20,500,000 1.68% 956.67 956.67
10/10/02 20,500,000 1.68% 956.67 956.67
10/11/02 20,500,000 1.67% 950.97 950.97
10/12/02 20,500,000 1.67% 950.97 950.97
10/13/02 20,500,000 1.67% 950.97 950.97
10/14/02 20,500,000 1.67% 950.97 950.97
10/15/02 20,500,000 1.69% 962.36 962.36
10/16/02 20,500,000 1.68% 956.67 956.67
10/17/02 20,500,000 1.67% 950.97 950.97
10/18/02 20,500,000 1.67% 950.97 950.97
10/19/02 20,500,000 1.67% 950.97 950.97
10/20/02 20,500,000 1.67% 950.97 950.97
10/21/02 20,500,000 1.66% 945.28 945.28
10/22/02 20,500,000 1.67% 950.97 950.97
10/23/02 20,500,000 1.67% 950.97 950.97
10/24/02 20,500,000 1.67% 950.97 950.97
10/25/02 20,500,000 1.68% 956.67 956.67
10/26/02 20,500,000 1.68% 956.67 956.67
10/27/02 20,500,000 1.68% 956.67 956.67
10/28/02 20,500,000 1.68% 956.67 956.67
10/29/02 20,500,000 1.68% 956.67 956.67
10/30/02 20,500,000 1.69% 962.36 962.36
10/31/02 20,500,000 1.68% 956.67 956.67
-------- ------------- -------------
Total $ 29,599.72 $ 29,599.72
============= =============
11/1/02 $ 20,500,000 1.68% $956.67 $956.67
11/2/02 20,500,000 1.68% 956.67 956.67
11/3/02 20,500,000 1.68% 956.67 956.67
11/4/02 20,500,000 1.67% 950.97 950.97
11/5/02 20,500,000 1.65% 939.58 939.58
11/6/02 20,500,000 1.65% 939.58 939.58
11/7/02 20,500,000 1.63% 928.19 928.19
11/8/02 20,500,000 1.56% 888.33 888.33
11/9/02 20,500,000 1.56% 888.33 888.33
11/10/02 20,500,000 1.56% 888.33 888.33
11/11/02 20,500,000 1.56% 888.33 888.33
11/12/02 20,500,000 1.53% 871.25 871.25
11/13/02 20,500,000 1.48% 842.78 842.78
11/14/02 20,500,000 1.45% 825.69 825.69
11/15/02 20,500,000 1.43% 814.31 814.31
11/16/02 20,500,000 1.43% 814.31 814.31
11/17/02 20,500,000 1.43% 814.31 814.31
11/18/02 20,500,000 1.46% 831.39 831.39
11/19/02 20,500,000 1.45% 825.69 825.69
11/20/02 20,500,000 1.42% 808.61 808.61
11/21/02 20,500,000 1.41% 802.92 802.92
11/22/02 20,500,000 1.40% 797.22 797.22
11/23/02 20,500,000 1.40% 797.22 797.22
11/24/02 20,500,000 1.40% 797.22 797.22
11/25/02 20,500,000 1.41% 802.92 802.92
11/26/02 20,500,000 1.41% 802.92 802.92
11/27/02 20,500,000 1.40% 797.22 797.22
11/28/02 20,500,000 1.40% 797.22 797.22
11/29/02 20,500,000 1.40% 797.22 797.22
11/30/02 20,500,000 1.40% 797.22 797.22
-------- ------------- -------------
Total $ 25,619.31 $ 25,619.31
============ ===========
12/1/02 $ 20,500,000 1.40 $797.22 $797.22
12/2/02 20,500,000 1.38 785.83 785.83
12/3/02 20,500,000 1.36 774.44 774.44
12/4/02 20,500,000 1.35 768.75 768.75
12/5/02 20,500,000 1.34 763.06 763.06
12/6/02 20,500,000 1.34 763.06 763.06
12/7/02 20,500,000 1.34 763.06 763.06
12/8/02 20,500,000 1.34 763.06 763.06
12/9/02 20,500,000 1.33 757.36 757.36
12/10/02 20,500,000 1.32 751.67 751.67
12/11/02 20,500,000 1.32 751.67 751.67
12/12/02 20,500,000 1.33 757.36 757.36
12/13/02 20,500,000 1.33 757.36 757.36
12/14/02 20,500,000 1.33 757.36 757.36
12/15/02 20,500,000 1.33 757.36 757.36
12/16/02 20,500,000 1.33 757.36 757.36
12/17/02 20,500,000 1.35 768.75 768.75
12/18/02 20,500,000 1.34 763.06 763.06
12/19/02 20,500,000 1.33 757.36 757.36
12/20/02 20,500,000 1.33 757.36 757.36
12/21/02 20,500,000 1.33 757.36 757.36
12/22/02 20,500,000 1.33 757.36 757.36
12/23/02 20,500,000 1.33 757.36 757.36
12/24/02 20,500,000 1.33 757.36 757.36
12/25/02 20,500,000 1.33 757.36 757.36
12/26/02 20,500,000 1.33 757.36 757.36
12/27/02 20,500,000 1.33 757.36 757.36
12/28/02 20,500,000 1.33 757.36 757.36
12/29/02 20,500,000 1.33 757.36 757.36
12/30/02 20,500,000 1.32 751.67 751.67
12/31/02 20,500,000 1.32 751.67 751.67
-------- ------------- -------------
Total $ 23,592.08 $ 23,592.08
============= =============
15. Order - The amount and terms of any financings consummated by any
Nonutility Subsidiary that is not exempt under rule 52.
None.
16. Order - All of the information that would have been provided on a Form
U-6B-2 with respect to each security issuance subject thereto that
occurred during the applicable quarter.
See Exhibit B.
17. Order - Future registration statements filed under the Securities Act of
1933 with respect to securities described in the Rule 24 certificate will
be filed or incorporated by reference as exhibits to the Rule 24
Certificate.
None.
18. Order - Consolidated balance sheets as of the end of the quarter and
separate balance sheets as of the end of the quarter for each company,
including Exelon, that has engaged in jurisdictional financing
transactions during the quarter.
See combined form 10K for Exelon Corporation, ComEd, Genco and PECO filed
on March 21, 2003.
19. Order - A retained earnings analysis of Exelon on a consolidated basis
and of each Utility Subsidiary detailing gross earnings, goodwill
amortization, dividends paid out of each capital account and the
resulting capital account balances at the end of the quarter.
The consolidated retained earnings analyses of Exelon, ComEd, PECO,
Genco, PECO Energy Power Company, Susquehanna Power Company, Susquehanna
Electric Company and ComEd of Indiana are attached as Exhibit C.
20. Order - The notional amount and principal terms of any Hedge Instruments
or Anticipatory Hedges entered into during the quarter and the identity
of the other parties to the transaction.
In December 2002, ComEd entered into a 10-year forward starting swap with
BNP Paribas. The swap carries a notional amount of $80 million and hedges
a portion of the Company's future interest rate exposure associated with
its anticipated issuance of $400 million in long-term debt during the
second quarter of 2003. This swap has been designated as a cash flow
hedge in the attempt to minimize the variability of the future interest
expense associated with changes in the 3 month LIBOR rate.
21. Order - The name, parent company and amount invested in any intermediate
subsidiary or financing subsidiary during the quarter and the amount and
terms of any securities issued by those subsidiaries during the quarter.
None.
22 Order - Provide a copy of the consolidated balance sheet and income
statement for Ventures, Genco and Enterprises.
Pursuant to a request for confidential treatment under rule 104 (b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1, a
consolidated balance sheet and income statement for Ventures and
Enterprises. See combined form 10K for Genco filed on March 21, 2003.
23. Order - A narrative description of Development Activities and amount
expended on Development Activities during the quarter just ended.
Pursuant to a request for confidential treatment under rule 104 (b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1, a
description of Development Activities and amount expended on Development
Activities during the quarter just ended.
24. Order - A narrative description of each investment made during the
quarter just ended including:
On June 26, 2002, Genco signed an agreement to acquire Sithe New England
Holdings (now doing business as the Exelon New England Companies), a
subsidiary of Sithe Energies, Inc., see Certification of Notification,
second quarter of 2002. The transaction closed on November 1, 2003. The
aggregate investment in these companies is approximately $768 million,
which includes a note for $534 million.
a. Name of the company and its immediate parent. Exelon Generation
Company, LLC
b. Method of investment (e.g., (1) purchases of capital shares,
partnership interests, member interests in limited liability
companies, trust certificates or other forms of voting or
non-voting equity interests; (2) capital contributions; (3) open
account advances without interest; (4) loans; and (5) guarantees
issued, provided or arranged in respect of the securities or other
obligations of any Intermediate Subsidiaries). A $534 million note
was issued to acquire these companies.
c. Type of company and/or its business (e.g., EWG, FUCO, ETC, Rule 58
Subsidiary, Non-U.S. Energy Related Subsidiary, Intermediate
Subsidiary, Financing Subsidiary). Primarily EWG, 90%, the balance
Rule 58 companies.
d. With respect to Non-U.S. Energy Related Subsidiaries, the business
engaged in and the locations (countries) where it does business.
Not applicable.
25. Order - With respect to reorganizations during the quarter, a narrative
description of the reorganization together with specifics as to the
assets or securities transferred, the method of transfer and the price or
other consideration for the transfer, and the names of the companies
involved in the transfer.
There were no reorganizations during the quarter.
26. Order - A chart showing, as of the end of such quarterly period and
reflecting any reorganization accomplished during the quarter, all
associated companies of Exelon, in addition to Ventures, that are
Non-Utility Subsidiaries and identifying each as an EWG, FUCO, ETC, Rule
58 Subsidiary, Non-U.S. Energy Related Subsidiary, Intermediate
Subsidiary or Financing Subsidiary, as applicable, and indicating
Exelon's percentage equity ownership in each such entity.
Exelon Corporation Subsidiaries and Investments
As of December 31, 2002
Common
Shares Parent Type of Business
Tier Company name Owned Voting Power And Authority
Exelon Corporation Public Utility
Holding Company
1 Exelon Business Services Company 100% Member 100.00% Subsidiary Service
Interest Company
1 Unicom Resources, Inc. 100 100.00% Inactive
1 Unicom Assurance Company, Ltd. * 100% General 100.00% Approved in Merger
Partnership Order (Captive
Interest Insurance Company)
1 Exelon Ventures Company, LLC 100% Member 100.00% Public Utility
Interest Holding Company
First Tier
2 Exelon Generation Company, LLC 100% Member 100.00% Public Utility
Interest Holding Company
Second Tier and
Utility Company
3 Exelon Generation Finance Company, LLC 100% Member 100.00% Approved in
Interest Financing Order
(Financing)
3 Penesco Company, LLC 100% Member 100.00% Rule 58
Interest
3 Port City Power, LLC 100% Member 100.00% Approved in
Interest Investment Order
(Development Company)
3 Southeast Chicago Energy Project, LLC 100% Member 71.00% EWG
Interest
3 Concomber Ltd 100% General 100.00% Approved in Merger
Partnership Order (Captive
Interest Insurance Company)
3 Cenesco Company, LLC 100% Member 100.00% Rule 58
Interest
3 Exelon Allowance Management Company, LLC 100% Member 100.00% Rule 58
Interest
3 Susquehanna Electric Company 100.00% Utility Company
1,000
3 Exelon Power Holdings, LP 85% Limited 85.00% Intermediate
Partnership Subsidiary
Interest
Parent /Owner Genco
14% Limited 14.00%
Partnership
Interest
Parent /Owner Peaker Dev.
Gen.
1% Limited 1.00%
Partnership
Interest
Parent /Owner Ventures
4 Keystone Fuels, LLC 20.99% Member 20.99% Rule 58
Interest
Conemaugh Fuels, LLC 20.72 % 20.72% Rule 58
Member
Interest
4 Exelon (Fossil) Holdings, Inc. 100.00% Rule 58
5 Sithe Energies, Inc. 49.90% Combo EWG and Rule
58
3 AmerGen Energy Company, LLC 50.00 % 50.00% EWG
Member
Interest
4 AmerGen Vermont, LLC* 100% Member 100.00% EWG - Inactive
Interest
4 AmerGen Consolidation, LLC 100% Member 100.00% Rule 58
Interest
4 AmerGen TMI NQF, LLC 100% Member 100.00% Rule 58
Interest
4 AmerGen Oyster Creek NQF, LLC 100% Member 100.00% Rule 58
Interest
4 AmerGen Clinton NQF, LLC 100% Member 100.00% Rule 58
Interest
3 PECO Energy Power Company 100.00% Electric Utility
984,000 Company and Public
Utility Holding
Company
4 Susquehanna Power Company 100.00% Electric Utility
1,273,000 Company
5 The Proprietors of the Susquehanna Canal* 100.00% Inactive
3 Exelon Generation International, Inc. * 100.00% Intermediate
Subsidiary
4 Exelon Generation Canada Corporation * 100.00% Intermediate
Subsidiary
3 Exelon Peaker Development General, LLC 100% Member 100.00% Rule 58
Interest
3 Exelon Peaker Development Limited, LLC 100% Member 100.00% Rule 58
Interest
4 ExTex LaPorte Limited Partnership 99% 99.00% EWG
Partnership
Interest
Parent /Owner Peaker Ltd.
1% 1.00%
Partnership
Interest
Parent /Owner Peaker Gen.
3 ExTex Marketing, LLC 100% Member 100.00% Rule 58
Interest
4 ExTex Power, LP 99% 99.00% Rule 58
Partnership
Interest
1% 1.00%
Partnership
Interest
Parent /Owner Genco
3 Exelon AOG Holding # 1, Inc. 100.00% Intermediate Company
3 Exelon AOG Holding # 2, Inc. 100.00% Intermediate Company
4 Exelon New England Power Marketing, LP 99% 99.00% Rule 58
Partnership
Interest
1% 1.00%
Partnership
Interest
Parent /Owner AOG # 1, GP
3 Exelon New England Holdings, LLC 100% Member 100.00% Intermediate Company
Interest
4 Exelon New England Power Services, Inc. 100.00% Rule 58
4 xelon New England Development, LLC 100% Member 100.00% Development Company
E Interest
4 xelon Wyman, LLC 100% Member 100.00% EWG
E Interest
4 xelon Edgar, LLC* 100% Member 100.00% EWG
E Interest
4 Exelon Framingham, LLC 100% Member 100.00% EWG
Interest
4 Exelon Framingham Development, LLC* 100% Member 100.00% Development Company
Interest
4 Exelon West Medway, LLC 100% Member 100.00% EWG
Interest
4 Exelon West Medway Expansion, LLC 100% Member 100.00% Development Company
Interest
4 Exelon West Medway Development, LLC 100% Member 100.00% Development Company
Interest
4 Exelon Boston Power Services, LLC 100% Member 100.00% Development Company
Interest
4 Exelon New Boston, LLC 100% Member 100.00% EWG
Interest
4 Exelon Hamilton, LLC* 100% Member 100.00% Rule 58
Interest
4 Exelon Boston Generating, LLC 100% Member 100.00% Intermediate Company
Interest
5 Exelon Mystic, LLC 100% Member 100.00% EWG
Interest
5 Exelon Mystic Development, LLC 100% Member 100.00% EWG
Interest
5 Exelon ForeRiver Development, LLC 100% Member 100.00% EWG
Interest
3 Exelon PowerLabs, LLC 100% Member 100.00% Rule 58
Interest
2 Exelon Enterprises Company, LLC 100% Member 100.00% Non-Utility Holding
Interest Company Second Tier
3 Exelon Energy Company 100 100.00% Rule 58
4 AllEnergy Gas & Electric Marketing Company, 100% Member 100.00% Rule 58
LLC Interest
5 Texas Ohio Gas, Inc. 100 100.00% Rule 58
3 Exelon Enterprises Management, Inc. 100.00% Approved in Merger
Order (investments
in Rule 58 and
Telecommunications)
4 Exelon Capital Partners, Inc. 100.00% Approved in Merger
Order (investments
in Rule 58 and
Telecommunications)
5 ECP Telecommunications Holdings, LLC 100% Member 100.00% ETC
Interest
6 NEON Communications, Inc. 10.00% Approved in Merger
Order (Investment)
6 SoftComp, Inc (PermitsNow) 16.00% Inactive
6 OmniChoice.com, Inc. 30.00% Inactive
6 Everest Broadband Networks 15.00% ETC
6 Energy Trading Company 100.00% Held by ETC
5 Exelon Enterprises Investments, Inc. 100 100.00% Approved in Merger
Order (investments
in Rule 58 and
telecommunications)
6 EEI Telecommunications Holdings, LLC 100% Member 100.00% ETC
Interest
7 Exelon Communications Holdings, LLC 100% Member 100.00% ETC
Interest
8 PHT Holdings, LLC 100% Member 100.00% Held by ETC
Interest
9 PECO Hyperion Telecommunications 49% 49.00% Held by ETC
Partnership
Interest
1% 1.00%
Partnership
Interest
Parent /Owner PECO
8 Exelon Communications Company, LLC 100% Member 100.00% Held by ETC
Interest
4 CIC Global, LLC 100% Member 50.00% Held by ETC
Interest
4 Unigrid Energy, LLC 100% Member 50.00% Inactive
Interest
5 Kinetic Venture Fund I 22.22% Merger U-1 Amendment
# 5 (Reserved
Jurisdiction)
5 Kinetic Venture Fund II 14.30% Merger U-1 Amendment
# 5 (Reserved
Jurisdiction)
3 InfraSource, Inc. 94.50% Rule 58
4 Trinity Industries, Inc. 100 100.00% Rule 58
4 InfraSource Corporate Services, Inc. 100 100.00% Rule 58
4 Chowns Communications, Inc. 100 100.00% Rule 58
4 VSI Group, Inc. 100 100.00% Rule 58
5 GW Meter Services, LLC 100% Member 100.00% Rule 58
E Interest
4 Blair Park Services, Inc. 100 100.00% Rule 58
4 Infrasource Integrated Services, Inc. 100 100.00% Rule 58
5 EIS Engineering, Inc. 100 100.00% Rule 58
6 InfraSource F.S. LLC 100% Member 100.00% Rule 58
Interest
6 InfraSource E.S. LLC 100% Member 100.00% Rule 58
Interest
4 Electric Services, Inc. 100 100.00% Rule 58
4 Syracuse Merit Electric, Inc. 100 100.00% Rule 58
4 M.J. Electric, Inc. 100 100.00% Rule 58
4 Fischbach and Moore Electric, Inc. 100 100.00% Rule 58
4 NEWCOTRA, Inc.* 100 100.00% Rule 58
5 Fischbach and Moore, Inc. 100 100.00% Rule 58
6 Fischbach and Moore Electric 100 100.00% Rule 58
Contracting, Inc.*
6 T.H. Green Electric Co., Inc.* 100 100.00% Rule 58
4 Sunesys, Inc. 100 100.00% Rule 58
5 Sunesys of Virginia, Inc. 100 100.00% Rule 58
4 MRM Technical Group, Inc. 100 100.00% Rule 58
5 nfraSource Underground Construction, LLC 100% Member 100.00% Rule 58
I Interest
5 Aconite Corporation 100 100.00% Rule 58
5 Gas Distribution Contractors, 100 100.00% Rule 58
Inc.
5 Mid-Atlantic Pipeliners, Inc. 100 100.00% Rule 58
5 Mueller Distribution Contractors, Inc. 100 100.00% Rule 58
5 Mueller Pipeliners, Inc. 100 100.00% Rule 58
5 Mechanical Specialties Incorporated 100 100.00% Rule 58
5 Rand-Bright Corporation 100 100.00% Rule 58
4 Dashiell Holdings Corporation 100 100.00% Rule 58
5 Dashiell 100 100.00% Rule 58
Corporation
6 Dacon Corporation 100 100.00% Rule 58
4 OSP Consultants, Inc. 100 100.00% Rule 58
5 International Communications Services, 100 100.00% Rule 58
Inc.*
5 OSP, Inc. 100 100.00% Rule 58
5 OSP Telecom, Inc.* 100 100.00% Rule 58
5 OSP Telcomm de Mexico, S.A. de C.V.* 100 100.00% Rule 58
5 Utility Locate & Mapping Services, Inc.* 100 100.00% Rule 58
5 RJE Telecom, Inc. 100 100.00% Rule 58
5 Universal Network Development Corp. 100 49.00% Rule 58
4 EIS Investments, LLC* 100% Member 100.00% Rule 58
Interest
5 WCB Services, LLC 49.00% Member 49.00% Rule 58
Interest
3 Exelon Services, Inc. 100 100.00% Rule 58
4 Exelon Services Federal Group, Inc. 100 100.00% Rule 58
3 Unicom Power Holdings, LLC. 100% Member 100.00% Rule 58
Interest
3 Unicom Power Marketing, Inc. 100 100.00% Rule 58
3 Adwin Equipment Company 100 100.00% 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 50% Member 50.00% Merger Order
Interest 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 75% Member 75.00% Rule 58
Interest
5 Northwind Las Vegas, LLC 50% Member 50.00% Rule 58
Interest
4 Northwind Chicago, LLC 100% Member 100.00% Rule 58
Interest
4 Exelon Thermal Development, Inc. 100 100.00% Rule 58
4 ETT Arizona, Inc. 100 100.00% Rule 58
4 Exelon Thermal Technologies, Inc. 100 100.00% Rule 58
4 ETT Boston, Inc. 100 100.00% Rule 58
5 Northwind Boston, LLC 25% Member 25.00% Rule 58
Interest
4 ETT Houston, Inc. 100 100.00% Rule 58
4 ETT National Power, Inc. 100 100.00% Rule 58
5 Northwind Midway, LLC 100% Member 100.00% Rule 58
Interest
1 Unicom Investment, Inc. 100 100.00% Approved in Merger
Order (Tax
advantaged
transactions)
2 Scherer Holdings 1, LLC 100% Member 100.00% Approved in Merger
Interest Order (Tax
advantaged
transactions)
2 Scherer Holdings 2, LLC 100% Member 100.00% Approved in Merger
Interest Order (Tax
advantaged
transactions)
2 Scherer Holdings 3, LLC 100% Member 100.00% Approved in Merger
Interest Order (Tax
advantaged
transactions)
2 Spruce Holdings G.P. 2000, LLC 100% Member 100.00% Approved in Merger
Interest Order (Tax
advantaged
transactions)
2 Spruce Holdings L.P. 2000, LLC 100% Member 100.00% Approved in Merger
Interest Order (Tax
advantaged
transactions)
3 Spruce Equity Holdings, L.P. 100% 99.00% Approved in Merger
Partnership Order (Tax
Interest advantaged
transactions)
Parent /Owner Spruce LP
1% 1.00%
Partnership
Interest
Parent /Owner Spruce GP
4 Spruce Holdings Trust 100% Trust 100.00% Approved in Merger
Interest Order (Tax
advantaged
transactions)
2 Wansley Holdings 1, LLC 100% Member 100.00% Approved in Merger
Interest Order (Tax
advantaged
transactions)
2 Wansley Holdings 2, LLC 100% Member 100.00% Approved in Merger
Interest Order (Tax
advantaged
transactions)
1 Exelon Energy Delivery Company, LLC 100% Member 100.00% Public Utility
Interest Holding Company
First Tier
2 PECO Energy 100.00% Electric and Gas
Company 170,478,507 Utility Company
3 East Coast Natural Gas Cooperative, LLP 100% Limited 41.12% Rule 58
Partnership
Interest
3 Horizon Energy Company* 100.00% Inactive
1,000
3 Adwin Realty Company 100.00% Merger Order
1,000 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 NA 50.00% Merger Order
Reserved
Jurisdiction (Real
Estate) (2)
4 Henderson Ambassador Associates NA 50.00% Merger Order
Reserved
Jurisdiction (Real
Estate) (2)
4 Riverwatch Associates NA 99.00% Merger Order
Reserved
Jurisdiction (Real
Estate) (2)
4 Route 724 NA 99.00% 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. 100.00% Approved in Merger
1,000 Order (Financing)
4 PECO Energy Capital Trust II NA 100.00% Approved in Merger
Order (Financing)
4 PECO Energy Capital Trust III NA 100.00% Approved in Merger
Order (Financing)
3 ExTel Corporation, LLC 100% Member 100.00% Intermediate
Interest Subsidiary
4 PECO Wireless, LP NA 99.00% Intermediate
Subsidiary
Parent /Owner PECO
1.00%
Parent /Owner ExTel
5 ATNP Finance Company 100 100.00% Approved in Merger
Order (Financing)
5 PEC Financial Services, LLC 100% Member 100.00% Approved in Merger
Interest Order (Financing)
2 Commonwealth Edison 99.90% Public Utility
Company 127,020,904 Holding Company,
Second Tier;
Electric Utility
Company
3 Commonwealth Edison Company of Indiana, Inc. 100.00% Electric Utility
1,108,084 Company
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 Funding, LLC 100% Member 100.00% Approved in Merger
Interest 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)
1 Boston Financial Institutional Tax Credit Fund X NA 11.00% Approved in Merger
Order (tax
advantaged
transactions -
housing)
1 Boston Financial Institutional Tax Credit Fund XIV NA 44.00% Approved in Merger
Order (tax
advantaged
transactions -
housing)
1 Boston Financial Institutional Tax Credit Fund XIX NA 14.00% Approved in Merger
Order (tax
advantaged
transactions -
housing)
1 Boston Financial Institutional Tax Credit Fund XXI NA 27.00% Approved in Merger
Order (tax
advantaged
transactions -
housing)
1 Related Corporate Partners XII, L.P. NA 36.00% Approved in Merger
Order (tax
advantaged
transactions -
housing)
1 Related Corporate Partners XIV, L.P. NA 16.00% Approved in Merger
Order (tax
advantaged
transactions -
housing)
1 Summit Corporate Tax Credit Fund II NA 33.00% Approved in Merger
Order (tax
advantaged
transactions -
housing)
1 USA Institutional Tax Credit Fund XXII NA 30.00% Approved in Merger
Order (tax
advantaged
transactions -
housing)
* Inactive company
27. Additional information.
Exelon Generation Company, LLC has issued the security described herein
which issue was exempted from the provisions of section 6(a) of the Act and
was neither the subject of a declaration or application on Form U-1 nor
included within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $329 million.
4. Rate of interest per annum of each security: Pass thru daily commercial
paper bank rates.
5. Date of issue, renewal or guaranty of each security: Second quarter, 2002.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or guaranteed:
Exelon Corporation.
9. Collateral given with each security: None.
10. Consideration given for each security: None.
11. Application of proceeds for each security: Operating funds.
S I G N A T U R E
Pursuant to the requirements of PUHCA, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: March 27, 2003
EXELON CORPORATION
By: /s/ Matthew F. Hilzinger
Vice President and Corporate Controller
Exhibit A
Glossary of Defined Terms
AmerGen AmerGen Energy Company, L.L.C.
ComEd Commonwealth Edison Company
ComEd of Indiana Commonwealth Edison Company of Indiana, Inc.
Exelon Exelon Corporation
EWGs Exempt wholesale generators
FUCO Foreign utility company
ExTex ExTex LaPorte Limited Partnership
Genco Exelon Generation Company, LLC
PECO PECO Energy Company
PEPCO PECO Energy Power Company
Power Holdings Exelon Power Holdings, LP
PETT PECO Energy Transition Trust (a subsidiary of PECO)
Sithe Sithe Energy, Inc.
Sithe NEH Sithe New England Holdings, LLC
Southeast Chicago Southeast Chicago Energy Project, LLC
SECO Susquehanna Electric Company
SPCO Susquehanna Power Company
Exhibit B - Item 16
A.
ExTex LaPorte, Ltd. has issued the security described herein which issue was
exempted from the provisions of section 6(a) of the Act and was neither the
subject of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $445 million.
4. Rate of interest per annum of each security: Libor plus 225 basis points.
5. Date of issue, renewal or guaranty of each security: Second quarter 2002.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Exelon Generation Finance Company, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: None.
11. Application of proceeds for each security: Acquire two generation plants
located in the Dallas-Fort Worth metropolitan area from TXU Corporation,
see Certificate of Notification, filed for the fourth quarter of 2001.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such
company then outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as maturing in not more
than nine months for the purpose of the exemption from Section 6 (a) of
the Act granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (b).
B.
Exelon Enterprises Company, LLC has issued the security described herein which
issue was exempted from the provisions of section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $389 million.
4. Rate of interest per annum of each security: Libor plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: Second and fourth
quarters, 2002.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Exelon Enterprises Investments, Inc.
9. Collateral given with each security: None.
10. Consideration given for each security: None.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (b).
C.
Exelon Power Holdings, LP has issued the security described herein which issue
was exempted from the provisions of section 6(a) of the Act and was neither the
subject of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $699 million.
4. Rate of interest per annum of each security: Libor plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: Fourth quarter,
2001.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Exelon Generation Company, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: None.
11. Application of proceeds for each security: Refinance the note issued to
acquire Sithe, Inc.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such
company then outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as maturing in not more
than nine months for the purpose of the exemption from Section 6 (a) of
the Act granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (b).
D.
Exelon Thermal Holdings, Inc. has issued the security described herein which
issue was exempted from the provisions of section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $101 million.
4. Rate of interest per annum of each security: Libor plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: Second quarter,
2002.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: EEI Telecommunications Holdings, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: None.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such
company then outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as maturing in not more
than nine months for the purpose of the exemption from Section 6 (a) of
the Act granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (b).
E.
Exelon Services, Inc. has issued the security described herein which issue was
exempted from the provisions of section 6(a) of the Act and was neither the
subject of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $70 million and $20 million.
4. Rate of interest per annum of each security: 6% on $70 million long term
and LIBOR plus 50 basis points on $20 million.
5. Date of issue, renewal or guaranty of each security: Second quarter,
2002.
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): $70 million matures in 2012. $20 million revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: EEI Telecommunications Holdings, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: None.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such
company then outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as maturing in not more
than nine months for the purpose of the exemption from Section 6 (a) of
the Act granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section
6 (a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not
Applicable.
15. If the securities are exempt from the provisions of section 6 (a)
because of any rule of the Commission other than Rule U-48 designate the
rule under which exemption is claimed: Rule 52 (b).
F.
Exelon Enterprises Management, Inc. has issued the security described herein
which issue was exempted from the provisions of section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $47 million.
4. Rate of interest per annum of each security: Libor plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: Fourth quarter,
2002.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Exelon Enterprises Company, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: None.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such
company then outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as maturing in not more
than nine months for the purpose of the exemption from Section 6 (a) of
the Act granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (b).
G.
Exelon 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): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $95 million.
4. Rate of interest per annum of each security: Libor plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: Second and fourth
quarter, 2002.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: EEI Telecommunications Holdings, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: None.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such
company then outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as maturing in not more
than nine months for the purpose of the exemption from Section 6 (a) of
the Act granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section
6 (a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not
Applicable.
15. If the securities are exempt from the provisions of section 6 (a)
because of any rule of the Commission other than Rule U-48 designate the
rule under which exemption is claimed: Rule 52 (b).
H.
Exelon Enterprises Company, LLC has issued the security described herein which
issue was exempted from the provisions of section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $11.5 million.
4. Rate of interest per annum of each security: Libor plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: Third and fourth
quarter, 2002.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Unicom Power Holdings, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: None.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such
company then outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as maturing in not more
than nine months for the purpose of the exemption from Section 6 (a) of
the Act granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section
6 (a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not
Applicable.
15. If the securities are exempt from the provisions of section 6 (a)
because of any rule of the Commission other than Rule U-48 designate the
rule under which exemption is claimed: Rule 52 (b).
I.
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): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $36 million.
4. Rate of interest per annum of each security: Libor plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: Second and fourth
quarter, 2002.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: EEI Telecommunications Holdings, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: None.
11. Application of proceeds for each security: Working capital.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such
company then outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as maturing in not more
than nine months for the purpose of the exemption from Section 6 (a) of
the Act granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section
6 (a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not
Applicable.
15. If the securities are exempt from the provisions of section 6 (a)
because of any rule of the Commission other than Rule U-48 designate the
rule under which exemption is claimed: Rule 52 (b).
J.
PEC Financial Services, LLC has issued the security described herein which issue
was exempted from the provisions of section 6(a) of the Act and was neither the
subject of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $614 million.
4. Rate of interest per annum of each security: 9.75%.
5. Date of issue, renewal or guaranty of each security: 2001 and 2002.
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): 2009.
8. Name of the person to whom each security was issued, renewed or
guaranteed: ATNP Finance Company.
9. Collateral given with each security: None.
10. Consideration given for each security: None.
11. Application of proceeds for each security: Working capital and loans
made to PECO Wireless, LLC.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such
company then outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as maturing in not more
than nine months for the purpose of the exemption from Section 6 (a) of
the Act granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section
6 (a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not
Applicable.
15. If the securities are exempt from the provisions of section 6 (a)
because of any rule of the Commission other than Rule U-48 designate the
rule under which exemption is claimed: Rule 52 (b).
K.
PECO Wireless, LLC has issued the security described herein which issue was
exempted from the provisions of section 6(a) of the Act and was neither the
subject of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $637 million.
4. Rate of interest per annum of each security: 9.95%.
5. Date of issue, renewal or guaranty of each security: 2001 and 2002.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: EEI Telecommunications Holdings, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: None.
11. Application of proceeds for each security: Working capital.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such
company then outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as maturing in not more
than nine months for the purpose of the exemption from Section 6 (a) of
the Act granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section
6 (a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not
Applicable.
15. If the securities are exempt from the provisions of section 6 (a)
because of any rule of the Commission other than Rule U-48 designate the
rule under which exemption is claimed: Rule 52 (b).
Exhibit C - Item 19
Exelon Corporation and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended December 31, 2002
(In millions)
Beginning Balance $1,830
Net Income 397
Reclass Retained Earnings to Common Stock (43)
Dividends:
Common Stock (142)
Ending Balance $2,042
PECO Energy Company and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended December 31, 2002
(In millions)
Beginning Balance $347
Net Income 148
Reclass Retained Earnings to Common Stock (7)
Dividends:
Common Stock (85)
Preferred Stock (2)
----
Ending Balance $401
====
Commonwealth Edison and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended December 31, 2002
(In millions)
Beginning Balance $480
Net Income 214
Dividends:
Common Stock (117)
----
Ending Balance $577
====
Exelon Generation
Retained Earnings Analysis
For the Quarter Ended December 31, 2002
(In millions)
Beginning Balance $850
Net Income 74
Dividends:
Common Stock 0
----
Ending Balance $924
====
PECO Energy Power Company
Retained Earnings Analysis
For the Quarter Ended December 3, 2002
(In millions)
Beginning Balance $35
Net Income 1
Dividends:
Common Stock 0
----
Ending Balance $36
====
Susquehanna Power Company
Retained Earnings Analysis
For the Quarter Ended December 31, 2002
(In millions)
Beginning Balance $31
Net Income 1
Dividends:
Common Stock 0
----
Ending Balance $32
====
Susquehanna Electric Company
Retained Earnings Analysis
For the Quarter Ended December 31, 2002
(In millions)
Beginning Balance $ (6)
Net Income (Loss) (3)
Dividends:
Common Stock 0
----
Ending Balance $(9)
====
ComEd of Indiana
Retained Earnings Analysis
For the Quarter Ended December 31, 2002
(In millions)
Beginning Balance $ 2
Net Income 0
Dividends:
Common Stock 0
----
Ending Balance $ 2
====