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 April 1, 2003 through June
30, 2003. Any capitalized terms used herein but not defined herein have the
respective meanings given in the Financing U-1 or the Commission's Orders.
See Exhibit A for Glossary of Defined Terms
1. Order - A computation in accordance with rule 53(a) setting forth
Exelon's "aggregate investment" in all EWGs and FUCOs, its "consolidated
retained earnings" and a calculation of the amount remaining under the
Requested EWG/FUCO Authority.
Rule 53(a) provides that a registered holding company's aggregate
investment in EWGs and FUCOs may not exceed 50% of its retained
earnings. Exelon was granted partial relief from this rule pursuant to
the December 8, 2000 Order, which provides for a Modified Rule 53 Test
applicable to Exelon's investments in EWGs and FUCOs of $4,000 million.
At June 30, 2003, Exelon's "aggregate investment" (as defined in rule
53(a) under PUHCA) in all EWGs and FUCOs was approximately $2,806
million, and accordingly, at June 30, 2003, Exelon's remaining
investment capacity under the Modified Rule 53 Test was approximately
$1,194 million. At June 30, 2003, Exelon's "consolidated retained
earnings" (as defined in rule 53(a) under PUHCA) was $2,150 million.
2. Order - A breakdown showing Exelon's aggregate investment in each EWG or
FUCO counting against the Requested EWG/FUCO Authority.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1,
certain information concerning the aggregate investment by EWG/FUCO
Project.
3. Order - Identification of any new EWG or FUCO counting against the
requested EWG/FUCO Authority in which Exelon has invested or committed
to invest during the quarter.
On May 29, 2003, Exelon Fossil Holdings, Inc., a wholly owned subsidiary
of Exelon Generation, issued an irrevocable call notice for the 35.2%
interest in Sithe Energies, Inc. owned by Apollo Energy, LLC and the
14.9% interest owned by subsidiaries of Marubeni Corporation. The total
call price will be based on the terms of the existing Put and Call
Agreement among the parties, which we estimate will be approximately
$650 million. The payment of the call is anticipated to occur in the
fourth quarter of 2003. See Exelon Corporation Form 8-K filed on May 29,
2003.
4. Order - Analysis of the growth in consolidated retained earnings that
segregates total earnings growth of EWGs and FUCOs from that
attributable to other subsidiaries of Exelon.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1,
total earnings growth by EWG and FUCO project in the second quarter,
2003.
5. Order - A statement of revenues and net income for each EWG and FUCO for
the twelve months ending as of that quarter.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1,
net income and revenues of Exelon's EWG and FUCO Projects for the twelve
months ended June 30, 2003.
6. Order - Consolidated capitalization ratios of Exelon, with consolidated
debt to include all short-term debt and nonrecourse debt of all EWGs and
FUCOs.
At June 30, 2003, Exelon's consolidated capitalization ratio was: debt
64%, common equity 34%, and preferred securities of subsidiaries of 2%.
(For these purposes, "consolidated debt" means all long-term debt,
long-term debt due within one year, notes payable and other short-term
obligations, including any short-term debt and non-recourse debt of
EWG/FUCO Projects, to the extent normally consolidated under applicable
financial reporting rules).
7. Order - A table showing, as of the end of the quarter, the dollar and
percentage components of the capital structure of Exelon on a
consolidated basis and of each Utility Subsidiary.
Capital Structure of Exelon and its utility subsidiaries as of June 30,
2003 are as follows (in millions, except percentage data):
Exelon PECO ComEd Genco PEPCO SPCO SECO ComEd
Indiana
Debt1
-----
Amount $15,857 $5,664 $6,453 $3,134
Percentage 64% 85% 51% 49%
Common Equity
-------------
Amount $8,378 $755 $5,823 $3,302 $141 $132 $(6) $12
Percentage 34% 11% 46% 51% 100% 100% 100% 100%
Preferred
---------
Securities
----------
Amount $610 $265 $351
Percentage 2% 4% 3%
-----------------------------
1 See definition under Item 6.
8. Order - The market-to-book ratio of Exelon's common stock.
At June 30, 2003, the market-to-book ratio of Exelon's common stock was
2.33 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 second quarter of 2003, 1,558,307 shares of common stock were
issued under various employee stock purchase and compensation plans with
a price range of $46.10 to $57.30 per share. The average price for the
period was $47.45 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 24,600 stock options in the second quarter of 2003 at an
average exercise price of $53.81 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 second quarter of 2003.
12. Order - If a guarantee is issued by Exelon, Genco or a Subsidiary where
such guaranty is not exempt under Rule 52 during the quarter, the name
of the guarantor, the name of the beneficiary of the guarantee and the
amount, terms and purpose of the guarantee.
---------------------------------- ------------------------------ -----------------------------------
Name of Sub / Purpose Amount Term
---------------------------------- ------------------------------ -----------------------------------
Exelon Generation $24,312,531 12 months
- Energy trading
---------------------------------- ------------------------------ -----------------------------------
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 second quarter. Daily balances ranged from $315
million to $716 million at an average interest rate of 1.36%.
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 second quarter. Daily balances ranged from $117
million to $555 million at an average interest rate of 1.29%.
B. Overnight commercial paper issued through Chase Manhattan Bank
on behalf of ComEd during the second quarter. Daily balances
ranged from $-0- to $35 million at an average interest rate of
1.37%.
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 April 1, 2003 through June 30, 2003
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 second quarter of 2003.
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
1-Apr-03 $ 20,500,000 1.19% $ 678 $ 678
2-Apr-03 20,500,000 1.18% 672 672
3-Apr-03 20,500,000 1.17% 666 666
4-Apr-03 20,500,000 1.16% 661 661
5-Apr-03 20,500,000 1.16% 661 661
6-Apr-03 20,500,000 1.16% 661 661
7-Apr-03 20,500,000 1.14% 649 649
8-Apr-03 20,500,000 1.14% 649 649
9-Apr-03 20,500,000 1.13% 643 643
10-Apr-03 20,500,000 1.13% 643 643
11-Apr-03 20,500,000 1.13% 643 643
12-Apr-03 20,500,000 1.13% 643 643
13-Apr-03 20,500,000 1.13% 643 643
14-Apr-03 20,500,000 1.13% 643 643
15-Apr-03 20,500,000 1.15% 655 655
16-Apr-03 20,500,000 1.14% 649 649
17-Apr-03 20,500,000 1.13% 643 643
18-Apr-03 20,500,000 1.13% 643 643
19-Apr-03 20,500,000 1.13% 643 643
20-Apr-03 20,500,000 1.13% 643 643
21-Apr-03 20,500,000 1.12% 638 638
22-Apr-03 20,500,000 1.12% 638 638
23-Apr-03 20,500,000 1.12% 638 638
24-Apr-03 20,500,000 1.11% 632 632
25-Apr-03 20,500,000 1.11% 632 632
26-Apr-03 20,500,000 1.11% 632 632
27-Apr-03 20,500,000 1.11% 632 632
28-Apr-03 20,500,000 1.11% 632 632
29-Apr-03 20,500,000 1.13% 643 643
30-Apr-03 20,500,000 1.12% 638 638
1-May-03 20,500,000 1.13% 643 643
2-May-03 20,500,000 1.12% 638 638
3-May-03 20,500,000 1.12% 638 638
4-May-03 20,500,000 1.12% 638 638
5-May-03 20,500,000 1.10% 626 626
6-May-03 20,500,000 1.09% 621 621
7-May-03 20,500,000 1.09% 621 621
8-May-03 20,500,000 1.10% 626 626
9-May-03 20,500,000 1.10% 626 626
10-May-03 20,500,000 1.10% 626 626
11-May-03 20,500,000 1.10% 626 626
12-May-03 20,500,000 1.09% 621 621
13-May-03 20,500,000 1.09% 621 621
14-May-03 20,500,000 1.09% 621 621
15-May-03 20,500,000 1.10% 626 626
16-May-03 20,500,000 1.10% 626 626
17-May-03 20,500,000 1.10% 626 626
18-May-03 20,500,000 1.10% 626 626
19-May-03 20,500,000 1.10% 626 626
20-May-03 20,500,000 1.09% 621 621
21-May-03 20,500,000 1.09% 621 621
22-May-03 20,500,000 1.10% 626 626
23-May-03 20,500,000 1.09% 621 621
24-May-03 20,500,000 1.09% 621 621
25-May-03 20,500,000 1.09% 621 621
26-May-03 20,500,000 1.09% 621 621
27-May-03 20,500,000 1.09% 621 621
28-May-03 20,500,000 1.10% 626 626
29-May-03 20,500,000 1.10% 626 626
30-May-03 20,500,000 1.10% 626 626
31-May-03 20,500,000 1.10% 626 626
1-Jun-03 20,500,000 1.10% 626 626
2-Jun-03 20,500,000 1.10% 626 626
3-Jun-03 20,500,000 1.09% 621 621
4-Jun-03 20,500,000 1.08% 615 615
5-Jun-03 20,500,000 1.08% 615 615
6-Jun-03 20,500,000 1.09% 621 621
7-Jun-03 20,500,000 1.09% 621 621
8-Jun-03 20,500,000 1.09% 621 621
9-Jun-03 20,500,000 1.09% 621 621
10-Jun-03 20,500,000 1.09% 621 621
11-Jun-03 20,500,000 1.08% 615 615
12-Jun-03 20,500,000 1.08% 615 615
13-Jun-03 20,500,000 1.09% 621 621
14-Jun-03 20,500,000 1.09% 621 621
15-Jun-03 20,500,000 1.09% 621 621
16-Jun-03 20,500,000 1.08% 615 615
17-Jun-03 20,500,000 1.08% 615 615
18-Jun-03 20,500,000 1.07% 609 609
19-Jun-03 20,500,000 1.07% 609 609
20-Jun-03 20,500,000 1.06% 604 604
21-Jun-03 20,500,000 1.06% 604 604
22-Jun-03 20,500,000 1.06% 604 604
23-Jun-03 20,500,000 1.06% 604 604
24-Jun-03 20,500,000 1.06% 604 604
25-Jun-03 20,500,000 1.05% 598 598
26-Jun-03 20,500,000 1.02% 581 581
27-Jun-03 20,500,000 1.04% 592 592
28-Jun-03 20,500,000 1.04% 592 592
29-Jun-03 20,500,000 1.04% 592 592
30-Jun-03 20,500,000 1.03% 587 587
-----------------------------------------
Total $ 18,308 $18,308
=========================================
ComEd invested surplus funds in the Utility Money Pool during the quarter and
Genco borrowed such funds. The activity below reflects the interest expense
charged Genco and the interest income earned by ComEd during the second quarter
of 2003. Interest is based on J.P. Morgan's money market account.
Applied Genco ComEd
Daily Interest Interest Interest
Date Balance Rate Expense Income
--------------------------------------------------------------------------------
1-Apr-03 $ - $ - $ -
2-Apr-03 - -
3-Apr-03 - -
4-Apr-03 - -
5-Apr-03 - -
6-Apr-03 - -
7-Apr-03 - -
8-Apr-03 240,000,000 1.23% 8,200 8,200
9-Apr-03 240,000,000 1.23% 8,200 8,200
10-Apr-03 240,000,000 1.22% 8,133 8,133
11-Apr-03 300,000,000 1.24% 10,333 10,333
12-Apr-03 300,000,000 1.24% 10,333 10,333
13-Apr-03 300,000,000 1.24% 10,333 10,333
14-Apr-03 305,000,000 1.23% 10,421 10,421
15-Apr-03 252,000,000 1.24% 8,680 8,680
16-Apr-03 252,000,000 1.26% 8,820 8,820
17-Apr-03 268,500,000 1.23% 9,174 9,174
18-Apr-03 268,500,000 1.23% 9,174 9,174
19-Apr-03 268,500,000 1.23% 9,174 9,174
20-Apr-03 268,500,000 1.23% 9,174 9,174
21-Apr-03 302,500,000 1.23% 10,335 10,335
22-Apr-03 302,500,000 1.23% 10,335 10,335
23-Apr-03 185,500,000 1.22% 6,286 6,286
24-Apr-03 198,500,000 1.22% 6,727 6,727
25-Apr-03 215,500,000 1.22% 7,303 7,303
26-Apr-03 215,500,000 1.20% 7,183 7,183
27-Apr-03 215,500,000 1.20% 7,183 7,183
28-Apr-03 229,500,000 1.20% 7,650 7,650
29-Apr-03 232,500,000 1.22% 7,879 7,879
30-Apr-03 204,500,000 1.19% 6,760 6,760
1-May-03 204,500,000 1.24% 7,044 7,044
2-May-03 225,500,000 1.23% 7,705 7,705
3-May-03 225,500,000 1.23% 7,705 7,705
4-May-03 225,500,000 1.23% 7,705 7,705
5-May-03 240,500,000 1.20% 8,017 8,017
6-May-03 255,500,000 1.21% 8,588 8,588
7-May-03 257,500,000 1.20% 8,583 8,583
8-May-03 263,500,000 1.24% 9,076 9,076
9-May-03 265,500,000 1.21% 8,924 8,924
10-May-03 265,500,000 1.21% 8,924 8,924
11-May-03 265,500,000 1.21% 8,924 8,924
12-May-03 281,500,000 1.20% 9,383 9,383
13-May-03 288,500,000 1.21% 9,697 9,697
14-May-03 306,000,000 1.20% 10,200 10,200
15-May-03 306,000,000 1.20% 10,200 10,200
16-May-03 306,000,000 1.24% 10,540 10,540
17-May-03 306,000,000 1.24% 10,540 10,540
18-May-03 306,000,000 1.24% 10,540 10,540
19-May-03 321,000,000 1.21% 10,789 10,789
20-May-03 321,000,000 1.20% 10,700 10,700
21-May-03 321,000,000 1.20% 10,700 10,700
22-May-03 340,500,000 1.20% 11,350 11,350
23-May-03 340,500,000 1.17% 11,066 11,066
24-May-03 340,500,000 1.17% 11,066 11,066
25-May-03 340,500,000 1.17% 11,066 11,066
26-May-03 340,500,000 1.17% 11,066 11,066
27-May-03 340,500,000 1.20% 11,350 11,350
28-May-03 341,500,000 1.21% 11,478 11,478
29-May-03 278,500,000 1.21% 9,361 9,361
30-May-03 262,500,000 1.21% 8,823 8,823
31-May-03 262,500,000 1.21% 8,823 8,823
1-Jun-03 262,500,000 1.21% 8,823 8,823
2-Jun-03 263,500,000 1.22% 8,930 8,930
3-Jun-03 281,500,000 1.21% 9,462 9,462
4-Jun-03 294,500,000 1.21% 9,898 9,898
5-Jun-03 294,500,000 1.21% 9,898 9,898
6-Jun-03 296,000,000 1.20% 9,867 9,867
7-Jun-03 296,000,000 1.20% 9,867 9,867
8-Jun-03 296,000,000 1.20% 9,867 9,867
9-Jun-03 251,000,000 1.20% 8,367 8,367
10-Jun-03 259,000,000 1.20% 8,633 8,633
11-Jun-03 263,000,000 1.20% 8,767 8,767
12-Jun-03 273,000,000 1.18% 8,948 8,948
13-Jun-03 295,500,000 1.17% 9,604 9,604
14-Jun-03 295,500,000 1.17% 9,604 9,604
15-Jun-03 295,500,000 1.17% 9,604 9,604
16-Jun-03 225,500,000 1.17% 7,329 7,329
17-Jun-03 235,500,000 1.20% 7,850 7,850
18-Jun-03 247,500,000 1.16% 7,975 7,975
19-Jun-03 247,500,000 1.16% 7,975 7,975
20-Jun-03 284,500,000 1.16% 9,167 9,167
21-Jun-03 284,500,000 1.16% 9,167 9,167
22-Jun-03 284,500,000 1.16% 9,167 9,167
23-Jun-03 188,500,000 1.16% 6,074 6,074
24-Jun-03 70,500,000 1.14% 2,233 2,233
25-Jun-03 100,500,000 1.14% 3,183 3,183
26-Jun-03 109,500,000 1.10% 3,346 3,346
27-Jun-03 114,500,000 1.11% 3,530 3,530
28-Jun-03 114,500,000 1.11% 3,530 3,530
29-Jun-03 114,500,000 1.11% 3,530 3,530
30-Jun-03 164,500,000 1.09% 4,981 4,981
------------------------------
Total $721,918 $721,918
==============================
15. Order - The amount and terms of any financings consummated by any
Non-Utility Subsidiary that is not exempt under rule 52.
None.
16. Order - All of the information that would have been provided on a Form
U-6B-2 with respect to each security issuance subject thereto that
occurred during the applicable quarter.
See Exhibit B.
17. Order - Future registration statements filed under the Securities Act of
1933 with respect to securities described in the Rule 24 certificate will
be filed or incorporated by reference as exhibits to the Rule 24
Certificate.
None.
18. Order - Consolidated balance sheets as of the end of the quarter and
separate balance sheets as of the end of the quarter for each company,
including Exelon, that has engaged in jurisdictional financing
transactions during the quarter.
See combined Form 10 Q for Exelon Corporation, ComEd, Genco and PECO
filed on July 30, 2003.
19. Order - A retained earnings analysis of Exelon on a consolidated basis
and of each Utility Subsidiary detailing gross earnings, goodwill
amortization, dividends paid out of each capital account and the
resulting capital account balances at the end of the quarter.
The consolidated retained earnings analyses of Exelon, ComEd, PECO,
Genco, PECO Energy Power Company, Susquehanna Power Company, Susquehanna
Electric Company and ComEd of Indiana are attached as Exhibit C.
20. Order - The notional amount and principal terms of any Hedge Instruments
or Anticipatory Hedges entered into during the quarter and the identity
of the other parties to the transaction.
In the second quarter of 2003, ComEd and Genco entered into forward
starting swaps to hedge interest rate exposure associated with future
debt issuances. Each of the swaps is designated as a cash flow hedge in
that it attempts to minimize the variability of the future interest
expense associated with changes in the 3-month LIBOR rate. A table
summarizing the forward starting swap transactions that were entered into
in the second quarter is below. Each of the transactions will be unwound
prior to the associated debt issuance.
------------------ ----------------- ----------------- --------------- ---------- ---------------
Exelon Trade Effective Notional Counter-
------------------ ----------------- ----------------- --------------- ---------- ---------------
Entity Date Date Amount Term Party
------------------ ----------------- ----------------- --------------- ---------- ---------------
ComEd 04/22/03 09/15/03 $70 million 7-year JP Morgan
------------------ ----------------- ----------------- --------------- ---------- ---------------
ComEd 04/28/03 09/15/03 $70 million 7-year Bank One
------------------ ----------------- ----------------- --------------- ---------- ---------------
ComEd 05/09/03 09/15/03 $60 million 7-year JP Morgan
------------------ ----------------- ----------------- --------------- ---------- ---------------
Genco 06/04/03 10/31/03 $100 million 10-year JP Morgan
------------------ ----------------- ----------------- --------------- ---------- ---------------
Genco 06/11/03 10/31/03 $100 million 10-year Citibank
------------------ ----------------- ----------------- --------------- ---------- ---------------
21. Order - The name, parent company and amount invested in any intermediate
subsidiary or financing subsidiary during the quarter and the amount and
terms of any securities issued by those subsidiaries during the quarter.
On May 9, 2003, PECO formed PECO Energy Capital Trust IV, PECO Energy
Capital Trust V, and PECO Energy Capital Trust VI. The purpose of these
subsidiaries is to offer and sell from time to time trust preferred
securities which will be guaranteed by PECO Energy Company. In June 2003,
PECO made a capital contribution of $3.7 million to PECO Energy Capital
Trust IV, which then issued $100 million of trust preferred securities
(see exhibit B for terms), the proceeds of which were used to redeem $50
million of preferred trust receipts of PECO Energy Capital Trust II and
$50 million of 7.48% preferred stock of PECO.
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 10 Q for Genco filed on July 30, 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:
a. Name of the company and its immediate parent.
See table below.
b. Method of investment (e.g., (1) purchases of capital shares,
partnership interests, member interests in limited liability
companies, trust certificates or other forms of voting or
non-voting equity interests; (2) capital contributions; (3) open
account advances without interest; (4) loans; and (5) guarantees
issued, provided or arranged in respect of the securities or other
obligations of any Intermediate Subsidiaries).
See table below.
c. Type of company and/or its business (e.g., EWG, FUCO, ETC, Rule 58
Subsidiary, Non-U.S. Energy Related Subsidiary, Intermediate
Subsidiary, Financing Subsidiary).
See table below.
d. With respect to Non-U.S. Energy Related Subsidiaries, the business
engaged in and the locations (countries) where it does business.
None.
--------------- --------------- ---------------- -------------------- ----------- -------------------------------
Company /
Subsidiary
Immediate Company / Type of Method of
Parent Subsidiary Company Investment Amount Purpose
--------------- --------------- ---------------- -------------------- ----------- -------------------------------
Exelon Exelon Rule 58 Revolving credit $150 Exelon Thermal Technologies,
Thermal Thermal loan LIBOR Inc. loan to .Exelon Thermal
Holdings, Inc. Technologies, plus 50 Development, Inc.
Inc. basis
points
--------------- --------------- ---------------- -------------------- ----------- -------------------------------
Exelon Exelon Rule 58 Revolving credit $150 Operating funds
Thermal Thermal loan LIBOR
Holdings, Inc. Development, plus 50
Inc. basis
points
--------------- --------------- ---------------- -------------------- ----------- -------------------------------
Exelon Exelon Rule 58 Revolving credit $592 Operating funds
Enterprises Services, Inc. loan LIBOR
Company, LLC plus 50
basis
points
--------------- --------------- ---------------- -------------------- ----------- -------------------------------
Exelon Exelon Energy Rule 58 Revolving credit $24,000 Operating funds
Enterprises Company loan LIBOR
Company, LLC plus 50
basis
points
--------------- --------------- ---------------- -------------------- ----------- -------------------------------
Exelon Exelon Energy Rule 58 Capital $45,000 Conversion of debt to equity
Enterprises Company contribution
Company, LLC
--------------- --------------- ---------------- -------------------- ----------- -------------------------------
Exelon Conemaugh Rule 58 Memberhip interest $1,730 Provide operating funds
Generation Fuels, LLC
Company, LLC
--------------- --------------- ---------------- -------------------- ----------- -------------------------------
PECO Energy PECO Energy Financing PECO Energy $100,000 PECO will use the net
Company Capital Trust subsiidiary Capital Trust IV proceeds from the sale of the
IV acquired subordinated debentures to
subordinated redeem: (1) $50 million of
debentures from preferred trust receipts of
PECO Energy Company PECO Energy
Capital, Trust II, and (2)
$50 million of 7.48% preferred stock
of PECO.
--------------- --------------- ---------------- -------------------- ----------- -------------------------------
Exelon Exelon Rule 58 Exelon Thermal $1,625 Tax planning transaction
Enterprises Thermal Holdings, Inc.
Company, LLC Holdings, Inc loan to Edison
Finance
Partnership
--------------- --------------- ---------------- -------------------- ----------- -------------------------------
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 June 30, 2003
Common Parent Other
Shares Voting Voting Type of Business
Notes Tier Company name Owned Power Power And Authority
----- ----------------- ------ ----- ------ ---------------------
Exelon Corporation Public Utility
Holding Company
1 Exelon Business Services Company 1100.00% Subsidiary Service
Company
1 Unicom Resources, Inc.* 100 100.00% Inactive
1 1 Unicom Assurance Company, Ltd. * 100% 100.00% Approved in Merger
General Order (Captive
Partnership Insurance Company)
Interest
1 and 2 1 Exelon Investment Holdings, LLC* 100% Member 100.00% Intermediate Company
Interest Holding company for
tax advantaged
transactions - housing
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 Financing
Interest Order (Financing)
1 and 3 3 ExTex Retail Services Company, LLC* 100% Member 100.00% Rule 58 - 5
Interest
3 Penesco Company, LLC 100% Member 100.00% Rule 58
Interest
1 3 Port City Power, LLC * 100% Member 100.00% Approved in
Interest Investment Order
(Development Company)
3 Southeast Chicago Energy Project, LLC 100% Member 100.00% EWG
Interest
3 Concomber Ltd 100% 100.00% Approved in Merger
General Order (Captive
Partnership Insurance Company)
Interest
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% Genco-LP Intermediate
Partnership Subsidiary (1)
Interest
14% Limited 14.00% Peaker Dev.
Partnership Gen.- GP
Interest
1% Limited 1.00% Ventures - LP
Partnership
Interest
4 Keystone Fuels, LLC 20.99% 20.99% Rule 58
Member
Interest
4 Conemaugh Fuels, LLC 20.72 % 20.72% Rule 58
Member
Interest
4 Exelon (Fossil) Holdings, Inc. 100.00% Intermediate holding
company
5 Sithe Energies, Inc. 49.90% Combo Exempt
Wholesale Generator
and Rule 58
3 AmerGen Energy Company, LLC 50.00 % 50.00% Exempt Wholesale
Member Generator
Interest
1 4 AmerGen Consolidation, LLC* 100% Member 100.00% Intermediate company
Interest
1 4 AmerGen TMI NQF, LLC* 100% Member 100.00% Intermediate company
Interest
1 4 AmerGen Oyster Creek NQF, LLC* 100% Member 100.00% Intermediate company
Interest
1 4 AmerGen Clinton NQF, LLC* 100% Member 100.00% Intermediate company
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
1 5 The Proprietors of the Susquehanna NA 100.00% Inactive
Canal*
1 3 Exelon Generation International, Inc. * NA 100.00% Intermediate
Subsidiary (1)
3 Exelon Peaker Development General, LLC 100% Member 100.00% Intermediate company
Interest
3 Exelon Peaker Development Limited, LLC 100% Member 100.00% Intermediate company
Interest
4 ExTex LaPorte Limited Partnership 99% 99.00% Peaker Ltd. Exempt Wholesale
Partnership - LP Generator
Interest
1% 1.00% Peaker Gen.
Partnership - GP
Interest
3 ExTex Marketing, LLC 100% Member 100.00% Rule 58
Interest
4 ExTex Power, LP 99% 99.00% ExTexMarketing Rule 58
Partnership - LP
Interest
1% 1.00% Genco - GP
Partnership
Interest
3 Exelon AOG Holding # 1, Inc. 100.00% Intermediate Company
3 Exelon AOG Holding # 2, Inc. 100.00% Intermediate Company
4 Exelon New England Power Marketing, LP 99% 99.00% AOG # 2, LP Rule 58
Partnership
Interest
1% 1.00% AOG # 1, GP
Partnership
Interest
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 Exelon New England Development, LLC 100% Member 100.00% Development Company
Interest
4 Exelon Wyman, LLC 100% Member 100.00% Exempt Wholesale
Interest
Generator
1 4 Exelon Edgar, LLC * 100% Member 100.00% Exempt Wholesale
Interest Generator
4 Exelon Framingham, LLC 100% Member 100.00% Exempt Wholesale
Interest Generator
1 4 Exelon Framingham Development, LLC* 100% Member 100.00% Development Company
Interest
4 Exelon West Medway, LLC 100% Member 100.00% Exempt Wholesale
Interest Generator
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% Exempt Wholesale
Interest Generator
1 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% Exempt Wholesale
Interest Generator
5 Exelon Mystic Development, LLC 100% Member 100.00% Exempt Wholesale
Interest Generator
5 Exelon ForeRiver Development, LLC 100% Member 100.00% Exempt Wholesale
Interest Generator
3 Exelon PowerLabs, LLC 100% Member 100.00% Rule 58 (vii)
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 100% Member 100.00% Rule 58
Company, LLC Interest
1 and 4 5 AllEnergy Connecticut Company, LLC* 100% Member 100.00% Rule 58
Interest
1 and 5 5 AllEnergy Massachusetts Company, LLC* 100% Member 100.00% Rule 58
Interest
1 and 6 5 AllEnergy New Jersey Company, LLC* 100% Member 100.00% Rule 58
Interest
1 and 7 5 AllEnergy New York Company, LLC* 100% Member 100.00% Rule 58
Interest
1 and 8 5 AllEnergy Rhode Island Company, LLC* 100% Member 100.00% Rule 58
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% Holds ETCs
Interest
6 NEON Communications, Inc. 10.01% Approved in Merger
Order (Investment)
6 Enerwise Global Technologies, Inc. 17.70% ETC
6 Ikimbo, Inc. 14.80% ETC
6 SoftComp, Inc (PermitsNow) 15.51% Inactive
6 OmniChoice.com, Inc. 30.00% ETC
6 Planalytics, Inc. 12.00% ECP
6 Everest Broadband Networks 15.00% ETC
6 Energy Trading Company 100.00% ETC
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 UTECH Climate Challenge Fund, L.P. 24.40% Approved in Merger
Order (eneragy
related - venture
capital Rule 58)
5 Clean Air Partners, Inc. 13.90% ETC
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 49% 49.00% PHT Held by ETC
Telecommunications Partnership Holdings
Interest
1% 1.00% PECO
Partnership
Interest
8 Exelon Communications Company, 100% Member 100.00% Held by ETC
LLC Interest
4 CIC Global, LLC 100% Member 50.00% Held by ETC
Interest
4 Unigrid Energy, LLC 100% Member 50.00% Inactive
Interest
3 InfraSource, Inc. 94.50% Rule 58
29,313,134
4 Trinity Industries, Inc. 1100.00% Rule 58
4 InfraSource Corporate Services, Inc. 1100.00% Rule 58
4 Chowns Communications, Inc. 1100.00% Rule 58
4 VSI Group, Inc. 100 100.00% Rule 58
1 5 EGW Meter Services, LLC * 100% Member 100.00% Rule 58
Interest
4 Blair Park Services, Inc. 50 100.00% Rule 58
4 Infrasource Integrated Services, Inc. 100.00% Rule 58
5 EIS Engineering, Inc. 100.00% Rule 58
1 6 InfraSource F.S. LLC * 100% Member 100.00% Rule 58
Interest
1 6 InfraSource E.S. LLC * 100% Member 100.00% Rule 58
Interest
4 Electric Services, Inc. 100.00% Rule 58
1,000
1 and 9 4 NEWCOSY, Inc. 1 100.00% Rule 58
4 M.J. Electric, Inc. 100.00% Rule 58
1,000
4 Fischbach and Moore Electric, Inc. 1 100.00% Rule 58
1 4 NEWCOTRA, Inc.* 1 100.00% Rule 58
5 Fischbach and Moore, Inc. 1 100.00% Rule 58
1 6 Fischbach and Moore Electric 1 100.00% Rule 58
Contracting, Inc.*
1 6 T.H. Green Electric Co., Inc.* 1 100.00% Rule 58
4 Sunesys, Inc. 100.00% Rule 58
3,000
1 5 Sunesys of Virginia, Inc. * NA 100.00% Rule 58
4 MRM Technical Group, Inc. 1 100.00% Rule 58
1 5 InfraSource Underground Construction, 100% Member 100.00% Rule 58
LLC * Interest
5 Aconite Corporation 1 100.00% Rule 58
5 Gas Distribution Contractors, 1 100.00% Rule 58
Inc.
5 Mid-Atlantic Pipeliners, Inc. 1 100.00% Rule 58
5 Mueller Distribution Contractors, Inc. 1 100.00% Rule 58
5 Mueller Pipeliners, Inc. 1 100.00% Rule 58
5 Mechanical Specialties Incorporated 1 100.00% Rule 58
5 Rand-Bright Corporation 1 100.00% Rule 58
4 Dashiell Holdings Corporation 100.00% Rule 58
354,200
5 Dashiell 100.00% Rule 58
Corporation 35,420
6 Dacon Corporation 100.00% Rule 58
354,200
4 OSP Consultants, Inc. 30000 100.00% Rule 58
1 5 International Communications Services, 1 100.00% Rule 58
Inc.*
5 OSP, Inc. 1 100.00% Rule 58
1 5 OSP Telecom, Inc.* 1 100.00% Rule 58
1 5 OSP Telcomm de Mexico, S.A. de C.V.* NA 100.00% Rule 58
OSP Servicios S.A. de C.V.* 100.00% Rule 58
1 5 Utility Locate & Mapping Services, 1 100.00% Rule 58
Inc.*
5 RJE Telecom, Inc. 1 100.00% Rule 58
1 5 Universal Network Development, Corp.* 49.00% Rule 58
1 4 EIS Investments, LLC* 100% Member 100.00% Rule 58
Interest
1 5 WCB Services, LLC * 49.00% 49.00% Rule 58
Member
Interest
3 Exelon Services, Inc. 100.00% Rule 58
4 Exelon Services Federal Group, Inc. 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 100.00% 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,Inc. 10 100.00% Merger Order 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% JV 50.00% Merger Order Reserved
Jurisdiction ;
Investment U-1 in
Docket 70-9691 (Rule
58 operating outside
the U.S.)
4 ETT Nevada, Inc. 100 100.00% Rule 58
5 Northwind Aladdin, LLC 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 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% Spruce LP Approved in Merger
Partnership Order (Tax advantaged
Interest transactions)
1% 1.00% Spruce GP
Partnership
Interest
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% 41.12% Rule 58
Limited
Partnership
Interest
1 3 Horizon Energy Company* 100.00% Inactive
1,000
3 Adwin Realty Company 100.00% Merger Order Reserved
1,000 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 Henderson Ambassador Associates NA 50.00% Merger Order Reserved
Jurisdiction (Real
Estate) (2)
3 PECO Energy Transition Trust NA 100.00% Approved in Merger
Order (Financing)
3 PECO Energy Capital Corp. 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)
10 PECO Energy Capital Trust IV NA 100.00% Financing
1 and 11 PECO Energy Capital Trust V* NA 100.00% Financing
1 and 12 PECO Energy Capital Trust VI* NA 100.00% Financing
4 PECO Energy Capital, LP NA 3.00% Approved in Merger
Order (Financing)
3 ExTel Corporation, LLC 100% Member 100.00% Intermediate
Interest Subsidiary (1)
4 PECO Wireless, LP NA 99.00% PECO Intermediate
Subsidiary (1)
1.00% 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% #REF! Public Utility
Company 127,020,904 Holding Company,
Second Tier; Electric
Utility Company
3 Commonwealth Edison Company of Indiana, 100.00% Electric Utility
Inc. 908,084 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)
1 3 ComEd Financing III* NA100.00% Financing
3 ComEd Funding, LLC 100% Member100.00% Approved in Merger
Interest Order (Financing)
4 ComEd Transitional Funding Trust NA100.00% Approved in Merger
Order (Financing)
3 Commonwealth Research Corporation 200100.00% Rule 58
3 Edison Development Company 741100.00% Approved in Merger
Order (economic and
community development)
3 Edison Development Canada Inc. 100.00% Merger Order reserved
15,158 jurisdiction;
Investment U-1 in
Docket 70-9691
(economic and
community development)
4 Edison Finance Partnership NA100.00% Merger Order reserved
jurisdiction;
Investment U-1 in
Docket 70-9691
(Financing)
1 Boston Financial Institutional Tax Credit NA 10.72% Approved in Merger
Fund X Order (tax advantaged
transactions -
housing)
1 Boston Financial Institutional Tax Credit NA 43.69% Approved in Merger
Fund XIV Order (tax advantaged
transactions -
housing)
1 Boston Financial Institutional Tax Credit NA 14.19% Approved in Merger
Fund XIX Order (tax advantaged
transactions -
housing)
1 Boston Financial Institutional Tax Credit NA 34.54% Approved in Merger
Fund XXI Order (tax advantaged
transactions -
housing)
1 Related Corporate Partners XII, L.P. NA 36.03% Approved in Merger
Order (tax advantaged
transactions -
housing)
1 Related Corporate Partners XIV, L.P. NA 15.99% Approved in Merger
Order (tax advantaged
transactions -
housing)
1 Summit Corporate Tax Credit Fund II NA 33.00% Approved in Merger
Order (tax advantaged
transactions -
housing)
1 USA Institutional Tax Credit Fund XXII NA 24.49% Approved in Merger
Order (tax advantaged
transactions -
housing)
Notes
1 Inactive company.
2 Exelon Investment Holdings, LLC* formed in Illinois 3/17/2003. Holding
company for tax-advantaged transactions (housing) that were approved in
the merger order.
3 ExTex Retail Services Company, LLC*
Retail provider of electricity to commercial customers in Texas. dba Exelon Power
Services
4 AllEnergy Connecticut Company, LLC*
Formed in Delaware, 6/13/2003
Retail marketing of natural gas and energy-related services.
5 AllEnergy Massachusetts Company, LLC
Formed in Delaware, 6/13/2003
Retail marketing of natural gas and energy-related services.
6 AllEnergy New Jersey Company, LLC
Formed in Delaware, 6/13/2003
Retail marketing of natural gas and energy-related services.
7 AllEnergy New York Company, LLC
Formed in Delaware, 6/13/2003
Retail marketing of natural gas and energy-related services.
8 AllEnergy Rhode Island Company, LLC
Formed in Delaware, 6/13/2003
Retail marketing of natural gas and energy-related services.
9 NEWCOSY, Inc. - Name change from Syracuse Merit Electric, Inc.
10 PECO Energy Capital Trust IV
Financing company formed in Delaware 5/9/2003
11 PECO Energy Capital Trust V*
Financing company formed in Delaware 5/9/2003
12 PECO Energy Capital Trust VI*
Financing company formed in Delaware 5/9/2003
27. Additional information. Exelon Generation Company, LLC issued on June 3,
2003 $17.24 million of Pollution Control Revenue Refunding bonds,
variable rate, due June 1, 2027. The proceeds will be to provide for the
refunding of $17.24 million aggregate principal amount of Indiana County
Industrial Development Authority Pollution Control Revenue Bonds, 1997
Series A.
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 29, 2003
EXELON CORPORATION
By: /s/ Matthew F. Hilzinger
---------------------------------------
Vice President and Corporate Controller
Exhibit A
----------
Glossary of Defined Terms
--------------------------
AmerGen AmerGen Energy Company, LLC
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
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
Exhibit B - Item 16
--------------------
A.
--
Commonwealth Edison Company has issued the security described herein which issue
was exempted from the provisions of section 6(a) of the Act and was neither the
subject of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Pollution Control Revenue
Refunding Bonds
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $40 million.
4. Rate of interest per annum of each security: Variable interest
5. Date of issue, renewal or guaranty of each security: May 8, 2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): May 15, 2017.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Various.
9. Collateral given with each security: First mortgage.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: The proceeds from the sale of
the bonds will be used to redeem $40 million principal amount of the
Illinois Industrial Pollution Control Financing Authority's Pollution
Control Revenue Bonds, 1977 Series A.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (a).
B.
--
Commonwealth Edison Company has issued the security described herein which issue
was exempted from the provisions of section 6(a) of the Act and was neither the
subject of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): First Mortgage Bonds.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $395 million.
4. Rate of interest per annum of each security: Annual distribution rate of
4.70%.
5. Date of issue, renewal or guaranty of each security: April 7, 2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): April 15, 2015.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Various.
9. Collateral given with each security: First mortgage.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: The proceeds from the sale of
the bonds will be used to refinance amounts used to repay the following
debt securities upon early redemption: (1) $235.95 million First Mortgage
8-3/8% bonds, series 88, due February 15, 2023; and (2) $160 million
First Mortgage 8% bonds, Series A due April 15, 2023.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (a).
C.
--
PECO Energy Capital Trust IV 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): Trust Preferred Securities.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $100 million.
4. Rate of interest per annum of each security: Annual distribution rate of
5.75%.
5. Date of issue, renewal or guaranty of each security: June 24, 2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): June 15, 2033.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Various.
9. Collateral given with each security: PECO will irrevocably and
unconditionally agree to pay in full, to the holders of the securities to
the extent not paid by PECO Energy Capital Trust IV.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: The proceeds from the sale of
the securities will be used to purchase subordinated debentures from
PECO. PECO will use the net proceeds from the sale of the subordinated
debentures to redeem: (1) $50 million of preferred trust receipts of PECO
Energy Capital, Trust II, representing an 8% cumulative preferred
security, Series C, of PECO Energy Capital L.P; and (2) $50 million of
7.48% preferred stock of PECO.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable. 14. If
the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (a).
D.
--
PECO 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): First and Refunding Mortgage
Bonds.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $450 million.
4. Rate of interest per annum of each security: 3.50%.
5. Date of issue, renewal or guaranty of each security: April 28, 2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): May 1, 2008.
8. Name of the person to whom each security was issued, renewed or guaranteed:
Various.
9. Collateral given with each security: First mortgage.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: The net proceeds from the sale
of the bonds will be used to: (1) repay commercial paper that was used to
pay at maturity $250 million aggregate principal amount of 6 5/8% first
mortgage bonds due March 1, 2003; and (2) to pay at maturity $200 million
aggregate principal amount of our 61/2 first mortgage bonds due May 1,
2003.
12. Indicate by a check after the applicable statement below whether the issue,
renewal or guaranty of each security was exempt from the provisions of
section 6 (a) because of: a. the provisions contained in the first sentence
of section 6 (b): [ ] b. the provisions contained in the fourth sentence 6
(b): [ ] c. the provisions in any rule of the Commission other than Rule
U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (a).
E.
--
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: $24 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,
2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Exelon Enterprises Company, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (b).
F.
--
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: $2 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,
2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Exelon Enterprises Company, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (b).
G.
--
Exelon 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: $1.625 million.
4. Rate of interest per annum of each security: 8%.
5. Date of issue, renewal or guaranty of each security: Second quarter,
2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Edison Finance Partnership.
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Tax planning.
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 June 30, 2003
(In millions)
Beginning Balance $2,254
Net Income 372
Dividends:
Common Stock (151)
-----
Ending Balance $2,475
======
PECO Energy Company and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended June 30, 2003
(In millions)
Beginning Balance $447
Net Income 88
Dividends:
Common Stock (76)
Preferred Stock (2)
Redemption of Preferred Stock (2)
----
Ending Balance $455
=====
Commonwealth Edison and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended June 30, 2003
(In millions)
Beginning Balance $652
Net Income 205
Dividends:
Common Stock (90)
-----
Ending Balance $767
=====
Exelon Generation
Retained Earnings Analysis
For the Quarter Ended June 30, 2003
(In millions)
Beginning Balance $980
Net Income 142
Dividends:
Common Stock (45)
----
Ending Balance $1,077
======
PECO Energy Power Company
Retained Earnings Analysis
For the Quarter Ended June, 30 2003
(In millions)
Beginning Balance $36
Net Income 3
Dividends:
Common Stock 0
---
Ending Balance $39
===
Susquehanna Power Company
Retained Earnings Analysis
For the Quarter Ended June 30, 2003
(In millions)
Beginning Balance $35
Net Income 3
Dividends:
Common Stock 0
---
Ending Balance $38
===
Susquehanna Electric Company
Retained Earnings Analysis
For the Quarter Ended June 30, 2003
(In millions)
Beginning Balance $ (11)
Net Income (Loss) 16
Dividends:
Common Stock 0
---
Ending Balance $5
===
ComEd of Indiana
Retained Earnings Analysis
For the Quarter Ended June 30, 2003
(In millions)
Beginning Balance $ 2
Net Income 0
Dividends:
Common Stock 0
---
Ending Balance $2
===