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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U5B
REGISTRATION STATEMENT
Filed Pursuant to Section 5 of the
Public Utility Holding Company Act of 1935
Exelon Corporation
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Name of Registrant
Name, Title And Address Of Officer To Whom Notices
And Correspondence Concerning This Statement Should Be Addressed
Randall E. Mehrberg
Senior Vice President & General Counsel
Exelon Corporation
10 South Dearborn Street
37th Floor
Chicago, Illinois 60603
Glossary of Defined Terms
Act Public Utility Holding Company Act of 1935, as amended
ComEd Commonwealth Edison Company
Commission Securities and Exchange Commission
Exelon Exelon Corporation
FERC Federal Energy Regulatory Commission
Financing U-1 The Form U-1 Application/Declaration filed by Exelon
Corporation, et al. in File No. 70-9693
Merger U-1 The Form U-1 Application/Declaration filed by Exelon
Corporation in File No. 70-9645
PECO PECO Energy Company
Unicom Unicom Corporation
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REGISTRATION STATEMENT
1. Exact Name of Registrant: Exelon Corporation
2. Address of Principal Executive Offices: 10 South Dearborn Street,
37th Floor,
Chicago, Illinois 60603
3. Name and address of Chief Accounting Officer: Ruth Ann Gillis,
Senior Vice President and Chief Financial Officer, Exelon Corporation,
10 South Dearborn Street, Chicago, Illinois 60603
4. Certain information as to the registrant and each subsidiary
company thereof:
EXELON CORPORATION & SUBSIDIARIES
Name of Company Organization State Type of Business
- --------------- ------------ ----- ----------------
Exelon Corporation Corporation PA Holding
Exelon Generation Company, LLC LLC PA Holding Company
PECO Energy Power Company Corporation PA Utility
Susquehanna Power Company Corporation MD Utility
The Proprietors of the Susquehanna Canal Corporation MD Inactive
Susquehanna Electric Company Corporation MD Utility
AmerGen Energy Company, LLC (50% interest) LLC DE Exempt Wholesale Generator
AmerGen Vermont, LLC LLC VT Exempt Wholesale Generator
Exelon (Fossil) Holdings, Inc. Corporation DE Inactive
Sithe Energies Inc. Corporation DE Energy Related
(49.9% interest)
Exelon Peaker Development General, LLC LLC DE Inactive
Exelon Peaker Development Limited, LLC LLC DE Inactive
Entex Laporte L.P. LP TX Exempt Wholesale Generation
Concomber Ltd. Corporation Bermuda Captive Insurance Company
Exelon Enterprises Company, LLC LLC PA Energy Services
Exelon Communications Holdings,LLC LLC PA Telecommunications
AT&T Wireless PCS of Philadelphia, LLC LLC DE Telecommunications
PHT Holdings LLC
PECO Hyperion Communications (49% interest held; LLC DE Telecommunications
PECO holds 1% interest) Partnership PA Telecommunications
Exelon Communications LLC LLC PA Telecommunications
Energy Trading Company Corporation DE Investment
Enterprises Management, Inc. Corporation PA Investment
UniGrid Energy LLC (50% interest) LLC DE Energy-related
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Name of Company Organization State Type of Business
- --------------- ------------ ----- ----------------
CIC Global, LLC (50% interest) LLC DE Telecommunications
Exelon Capital Partners, Inc. Corporation DE Investment (investments in
Energy-related and
Telecommunications)
Extant, Inc. (approximately 12% interest ) Corporation DE Telecommunications
Permits Now (approximately 14.9% interest) Corporation MD Telecommunications
OmniChoice.com, Inc. (approximately 34.88% interest) Corporation DE Telecommunications
VITTS Network Group, Inc. (approximately 16.8% interest)
Corporation DE Telecommunications
NEON Communications (approximately 10% interest)
Corporation DE
Exelon Infrastructure Services, Inc. (approximately 95% interest) Corporation DE Infrastructure Services
Exelon Infrastructure Services of PA, Inc. Corporation DE Infrastructure Services
EIS Engineering, Inc.
P.A.C.E. Field Services, LLC Corporation DE Infrastructure Services
P.A.C.E. Environmental, LLC LLC DE Infrastructure Services
LLC DE Infrastructure Services
Chowns Communications, Inc. Corporation DE Infrastructure Services
Fischbach and Moore Electric, Inc. Corporation DE Infrastructure Services
MRM Technical Group, Inc. Corporation DE Infrastructure Services
Aconite Corporation Corporation MN Infrastructure Services
Gas Distribution Contractors, Inc. Corporation MO Infrastructure Services
Mid-Atlantic Pipeliners, Inc. Corporation DE Infrastructure Services
Mueller Distribution Contractors, Inc. Corporation GA Infrastructure Services
Mueller Energy Services, Inc. Corporation NY Infrastructure Services
Mueller Pipeliners, Inc. Corporation DE Infrastructure Services
Mechanical Specialties Incorporated Corporation WI Infrastructure Services
Rand-Bright Corporation Corporation WI Infrastructure Services
Syracuse Merit Electric, Inc. Corporation DE Infrastructure Services
NEWCOTRA, Inc. Corporation DE Infrastructure Services
Fischbach and Moore, Incorporated Corporation NY Infrastructure Services
Fischbach and Moore Electrical Contracting Inc. Corporation DE Infrastructure Services
T.H. Green Electric Co., Inc. Corporation NY Infrastructure Services
Trinity Industries, Inc. Corporation DE Infrastructure Services
OSP Consultants, Inc. Corporation VA Infrastructure Services
International Communications Services, Inc. Corporation NV Infrastructure Services
OSP Inc. Corporation VA Infrastructure Services
OSP Servicios, S.A. de C.V. S.A. de C.V. Mexico Inactive
OSP Telecom, Inc. Corporation DE Infrastructure Services
OSP Telecomm de Mexico, S.A. de C.V. S.A. de C.V. Mexico Inactive
OSP Telcom de Colombia, LTDA LTDA Colombia Inactive
OSP Telecommunications, Ltd. Limited Bermuda Inactive
RJE Telecom, Inc. Corporation FL Infrastructure Services
Utility Locate & Mapping Services, Inc. Corporation VA Infrastructure Services
Univerisal Network Services, Inc.
Corporation CA Infrastructure Services
Dashiell Holdings Corp. Corporation DE Infrastructure Services
Dashiell Corporation Corporation TX Infrastructure Services
Dacon Corporation Corporation TX Infrastructure Services
VSI Group Inc. Corporation DE Infrastructure Services
International Vital Solutions Group, Inc. Corporation MD Infrastructure Services
Michigan Trenching Service, Inc. Corporation MI Infrastructure Services
Lyons Equipment, Inc. Corporation MI Infrastructure Services
P.A.C.E.Energineering, Inc. Corporation OK Infrastructure Services
M.J. Electric, Inc. Corporation DE Infrastructure Services
Electric Services,Inc. Corporation DE Infrastructure Services
EIS Investments, LLC LLC DE Infrastructure Services
WCB Services, LLC (49% interest) LLC OK Infrastructure Services
Adwin Equipment Company Corporation PA Energy-related
Horizon Energy Company Corporation PA Inactive (Energy-related)
Utility Competitive Advantage Fund I, LLC (11.11% interest) LLC DE Investment (Investments in
Energy-related and
telecommunications)
Unicom Energy Services Inc. Corporation IL Energy-related
Unicom Energy Inc. Corporation DE Energy-related
Unicom Energy Ohio, Inc. Corporation DE Energy-related
AllEnergy Gas & Electric Marketing Company, LLC LLC DE Energy-related
Systems Engineering and Management Corp. Corporation TN Energy-related
Unicom Mechanical Services, Inc. Corporation IL Energy Services
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Name of Company Organization State Type of Business
- --------------- ------------ ----- ----------------
Unicom Power Holdings Inc. Corporation DE Energy-related
Unicom Power Marketing Inc. Corporation DE Energy-related
Unicom Healthcare Management Inc. Corporation IL Medical Plan Liabilities
UT Holdings Inc. Corporation DE Energy systems
Northwind Chicago LLC (50% interest) LLC DE Energy systems
Unicom Thermal Development Inc. Corporation DE Energy systems
Unicom Thermal Technologies Inc. Corporation IL Energy systems
Unicom Thermal Technologies Boston Inc. Corporation DE Energy systems
Northwind Boston LLC (25% interest) LLC MA Energy systems
Unicom Thermal Technologies Houston Inc. Corporation DE Energy systems
Northwind Houston LLC (25% interest) LLC DE Energy systems
Northwind Houston LP (25% ) Limited DE Energy systems
Partnership
Unicom Thermal Technologies North America Inc. Corporation DE Energy systems
Northwind Thermal Technologies Canada Inc. Corporation Canada Energy systems
Unicom Thermal Technologies Inc. Corporation Canada Energy systems
UTT National Power Inc. Corporation IL Energy systems
Northwind Midway LLC LLC DE Energy systems
UTT Nevada Inc. Corporation NE Energy systems
Northwind Aladdin LLC (75% interest) LLC NV Energy systems
Northwind Las Vegas LLC (50% interest) LLC NV Energy systems
UTT Phoenix, Inc. Corporation DE Energy systems
Northwind Arizona Development LLC (50% interest) LLC DE Energy systems
Northwind Phoenix LLC (50% interest) LLC DE Energy systems
Commonwealth Edison Company Corporation IL Utility
Commonwealth Edison Company of Indiana Corporation IN Energy Related
ComEd Financing I Trust DE Financing
ComEd Financing II Trust DE Financing
ComEd Funding, LLC LLC DE Financing
ComEd Transitional Funding Trust Trust DE Financing
Commonwealth Research Corporation Corporation IL Energy Related
Edison Development Corporation Corporation DE Real Estate
Edison Development Canada, Inc. Corporation Canada Development
Edison Finance Partnership Partnership Canada Financing
Unicom Assurance Company Ltd. Corporation IL Insurance
Spruce Holdings G.P. 2000 LLC DE Tax Advantaged
Spruce Holdings L.P. 2000 LLC DE Tax Advantaged
Spruce Equity Holdings, L.P. LP DE Tax Advantaged
Spruce Equity Holdings Trust Statutory DE Tax Advantaged
Business
Spruce Equity Holdings L.P. Trust Tax Advantaged
(1% interest held by Spruce G.P. and 99% interest held by
Spruce L.P.)
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Name of Company Organization State Type of Business
- --------------- ------------ ----- ----------------
Unicom Resources Inc Corporation IL Inactive
Boston Financial Institutional Tax CreditFund X (approximately LP MA Tax Advantaged
11% interest)
Boston Financial Institutional Tax Credit Fund XIX (approximately LP MA Tax Advantaged
14% interest)
Related Corporate Partners XII, LP LP DE Tax Advantaged
(approximately 36% interest)
Boston Financial Institutional Tax Credit Fund XIV (approximately LP MA Tax Advantaged
44% interest)
Boston Financial Institutional Tax Credit Fund XXI (approximately LP MA Tax Advantaged
27% interest)
Related Corporate Partners XIV, LP LP DE Tax Advantaged
(approximately 16% interest)
Summit Corporate Tax Credit Fund II LP WA Tax Advantaged
(approximately 33% interest)
USA Institutional Tax Credit Fund XXII LP DE Tax Advantaged
(approximately 30% interest)
UTECH Climate Challenge Fund, LP LP DE Energy Related
(approximately 24% interest)
Utility Competitive Advantage Fund I, LLC (approximately 11.1% LLC DE Energy Related or Telecom
interest)
Utility Competitive Advantage Fund II, LLC (approximately LLC DE Energy Related or Telecom
17.64% interest)
PECO Energy Company Corporation PA Utility
PECO Energy Capital Corp. Corporation DE Financing
PECO Energy Capital, LP LP DE Financing
PECO Energy Capital Trust II Trust DE Financing
PECO Energy Capital Trust III Trust DE Financing
PECO Energy Transition Trust Statutory DE Financing
Business
PECO Wireless, LLC LLC DE Telecom/Financing
ATNP Finance Company Corporation DE Financing
PEC Financial Services LLC PA Financing
Eastern Pennsylvania Development Company Corporation PA Real Estate
Adwin Realty Company Corporation PA Real Estate
Ambassador II Joint Venture Partnership PA Real Estate
Bradford Associates Partnership PA Real Estate
Franklin Town Towers Associates Partnership PA Real Estate
Henderson Ambassador Associates Partnership PA Real Estate
Riverwatch Associates Partnership PA Real Estate
Route 724 Partnership PA Real Estate
Sigma Joint Venture Partnership PA Real Estate
East Coast Natural Gas Cooperative LLC LLC DE Energy Services
BUSINESS
5. (a) The general character of the business done by the registrant and its
subsidiaries, separated as between the holding companies, public utility
subsidiaries (as defined in the Act) and the various non-utility
subsidiaries.
Information regarding the general business of Exelon and its
subsidiaries can be found in the following documents: Item 1 of the Annual
Report of Unicom Corporation on Form 10-K for the year ended December 31,
1999 (File No. 1-11375), Item 1 of the Annual Report of PECO Energy Company
on Form 10-K for the year ended December 31, 1999 (File No. 1-1401), and
Item 1C of the Merger U-1 (File No. 70-9645), each of which is incorporated
by reference herein.
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Page 5
(b) Any substantial changes which may have occurred in the general
character of the business of such companies during the preceding five
years.
Information regarding any substantial changes which may have
occurred in the general character of the business of Exelon and its
subsidiaries during the preceding five years can be found in Unicom's
and PECO's respective 10-Ks for each of the previous five years which
were previously filed with the Commission and are incorporated by
reference herein.
PROPERTY
6. Describe briefly the general character and location of the principal
plants, properties, and other important physical units of the registrant
and its subsidiaries, showing separately (a) public utility and (b) other
properties. If any principal plant or important unit is not held in fee, so
state and describe how held.
See Item 2 of the Annual Report of Unicom Corporation on Form 10-K for
the year ended December 31, 1999 (File No. 1-11375) and Item 2 of the
Annual Report of PECO Energy Company on Form 10-K for the year ended
December 31, 1999 (File No. 1-1401).
INTERSTATE TRANSACTIONS
7. For each public utility company in the holding company system of the
registrant which is engaged in the transmission of electric energy or gas
in interstate commerce, furnish the following information for the last
calendar year:
Electric Energy Gas
Total Annual Sales KWh Mcf
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Interstate Transactions:
Name of State
Delivered Out of State
Received from Out of State
Unicom and PECO have on file with the FERC their respective 1999
FERC Form 1 which include information regarding the transmission
of electric energy. These reports also have been provided as
Exhibits G-1 and G-2.
PECO does not own and operate facilities for the transmission of
gas in interstate commerce. PECO purchases gas transportation and
storage services for their retail customers from regulated
interstate pipeline suppliers.
SECURITIES OUTSTANDING
8. Submit the following information concerning the registrant and each
subsidiary thereof as of the latest available date:
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FUNDED DEBT
(a) For each issue or series of funded debt, including funded debt secured
by liens on property owned, whether or not such debt has been assumed:
(Do not include here any contingent liabilities reported under
paragraph 8(c).)
BY PERMISSION OF THE STAFF OF THE COMMISSION, COLUMNS E
THROUGH I HAVE BEEN OMITTED.
AS OF SEPTEMBER 30, 2000
Amount Issued
Name of Obligor Title of Issue Amount Authorized Less Retired
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COMED First Mortgage Bonds $200,000,000 $200,000,000
Series 85, 7.375%
Due September 15, 2002
COMED First Mortgage Bonds 100,000,000 100,000,000
Series 96, 6.625%
Due July 15, 2003
COMED First Mortgage Bonds 26,000,000 26,000,000
Pollution Control
Series 1994A, 5.300%
Due January 15, 2004
COMED First Mortgage Bonds 225,000,000 225,000,000
Series 93, 7.000%
Due July 1, 2005
COMED First Mortgage Bonds 100,000,000 100,000,000
Series 76, 8.250%
Due October 1, 2006
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COMED First Mortgage Bonds 125,000,000 125,000,000
Series 78, 8.375%
Due October 15, 2006
COMED First Mortgage Bonds 110,000,000 110,000,000
Pollution Control
Series 1996A, 4.400%
Due December 1, 2006
COMED First Mortgage Bonds 89,400,000 89,400,000
Pollution Control
Series 1996B, 4.400%
Due December 1, 2006
COMED First Mortgage Bonds 140,000,000 140,000,000
Series 83, 8.000%
Due May 15, 2008
COMED First Mortgage Bonds 20,000,000 20,000,000
Pollution Control
Series 1994B, 5.700%
Due January 15, 2009
COMED First Mortgage Bonds 100,000,000 100,000,000
Pollution Control
Series 1991, 7.250%
Due June 1, 2011
COMED First Mortgage Bonds 220,000,000 220,000,000
Series 92, 7.625%
Due April 15, 2013
COMED First Mortgage Bonds 150,000,000 150,000,000
Series 94, 7.500%
Due July 1, 2013
COMED First Mortgage Bonds 20,000,000 20,000,000
Pollution Control
Series 1994C, 5.850%
Due January 15, 2014
COMED First Mortgage Bonds 91,000,000 91,000,000
Pollution Control
Series 1994D, 6.750%
Due March 1, 2015
COMED First Mortgage Bonds 260,000,000 250,000,000
Series 75, 9.875%
Due June 15, 2020
COMED First Mortgage Bonds 200,000,000 200,000,000
Series 81, 8.625%
Due February 1, 2022
COMED First Mortgage Bonds 200,000,000 200,000,000
Series 84, 8.500%
Due July 15, 2022
COMED First Mortgage Bonds 200,000,000 200,000,000
Series 86, 8.375%
Due September 15, 2022
COMED First Mortgage Bonds 250,000,000 235,950,000
Series 88, 8.375%
Due February 15, 2023
COMED First Mortgage Bonds 160,000,000 160,000,000
Series 91, 8.000%
Due April 15, 2023
COMED First Mortgage Bonds 150,000,000 150,000,000
Series 97, 7.750%
Due July 15, 2023
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COMED Sinking Fund Debentures 49,000,000 1,000,000
2.875%
Due April 1, 2001
COMED Sinking Fund Debentures 50,000,000 4,925,000
3.125%
Due October 1, 2004
COMED Sinking Fund Debentures 50,000,000 8,000,000
3.875%
Due January 1, 2008
COMED Sinking Fund Debentures 20,000,000 3,568,000
4.625%
Due January 1, 2009
COMED Sinking Fund Debentures 40,000,000 9,181,000
4.750%
Due December 1, 2011
COMED Subordinated Deferrable 206,190,000 206,190,000
Interest Notes
8.480%
Due September 30, 2035
COMED Subordinated Deferrable 154,640,000 154,640,000
Interest Debentures
8.500%
Due January 15, 2027
COMED TRANSITIONAL Transitional Funding 425,032,687 254,541,398
FUNDING TRUST Trust Notes
Class A-2
Series 1998, 5.290%
Due June 25, 2001
COMED TRANSITIONAL Transitional Funding 258,860,915 258,860,915
FUNDING TRUST Trust Notes
Class A-3
Series 1998, 5.340%
Due March 25, 2002
COMED TRANSITIONAL Transitional Funding 421,139,085 421,139,085
FUNDING TRUST Trust Notes
Class A-4
Series 1998, 5.390%
Due June 25, 2003
COMED TRANSITIONAL Transitional Funding 598,510,714 598,510,714
FUNDING TRUST Trust Notes
Class A-5
Series 1998, 5.440%
Due March 25, 2005
COMED TRANSITIONAL Transitional Funding 761,498,286 761,498,286
FUNDING TRUST Trust Notes
Class A-6
Series 1998, 5.630%
Due June 25, 2007
COMED TRANSITIONAL Transitional Funding 510,000,000 510,000,000
FUNDING TRUST Trust Notes
Class A-7
Series 1998, 5.740%
Due December 25, 2008
COMED Pollution Control 50,000,000 45,500,000
Obligation Illinois
Industrial Pollution
Control Finance Authority
5.875%
Due May 15, 2007
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COMED Pollution Control 50,000,000 50,000,000
Obligation
Illinois Development
Finance Authority
Series 1994C, Variable
Due March 1, 2009
COMED Pollution Control 42,200,000 42,200,000
Obligation
Illinois Development
Finance Authority
Series 1994B, Variable
Due October 15, 2014
COMED Medium Term Notes 25,000,000 25,000,000
Series 3N-3037, 9.170%
Due October 15, 2002
COMED Medium Term Notes 2,000,000 2,000,000
Series 3N-3038, 9.170%
Due October 15, 2002
COMED Medium Term Notes 25,000,000 25,000,000
Series 3N-3039, 9.170%
Due October 15, 2002
COMED Medium Term Notes 23,000,000 23,000,000
Series 3N-3040, 9.170%
Due October 15, 2002
COMED Medium Term Notes 25,000,000 25,000,000
Series 3N-3041, 9.170%
Due October 15, 2002
COMED Medium Term Notes 14,000,000 14,000,000
Series 3N-3032, 9.200%
Due October 15, 2004
COMED Medium Term Notes 14,000,000 14,000,000
Series 3N-3033, 9.200%
Due October 15, 2004
COMED Medium Term Notes 10,000,000 10,000,000
Series 3N-3034, 9.200%
Due October 15, 2004
COMED Medium Term Notes 14,000,000 14,000,000
Series 3N-3035, 9.200%
Due October 15, 2004
COMED Medium Term Notes 4,000,000 4,000,000
Series 3N-3036, 9.200%
Due October 15, 2004
COMED Medium Term Notes 200,000,000 200,000,000
7.158%
Due September 30, 2002
COMED Medium Term Notes 250,000,000 250,000,000
7.284%
Due September 30, 2003
UNICOM CORPORATION NDH Capital Corporation 10,000,000 4,211,773
Note, 8.310%
Due January 1, 2003
UNICOM CORPORATION NDH Capital Corporation 6,025,200 5,228,268
Note, 8.300%
Due January 15, 2009
UNICOM CORPORATION NDH Capital Corporation 10,000,000 5,021,147
Note, 8.440%
Due January 1, 2004
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UNICOM CORPORATION NDH Capital Corporation 7,580,221 6,568,375
Note, 8.550%
Due January 15, 2009
UNICOM CORPORATION NDH Capital Corporation 3,632,294 3,632,294
Note, 8.650%
Due January 15, 2010
UNICOM CORPORATION Corporate Credit Inc. 6,880,178 6,880,178
Note, 8.875%
Due January 15, 2010
UNICOM CORPORATION Corporate Credit Inc. 9,224,623 8,702,844
Note, 7.980%
Due July 15, 2010
COMED Note, 6.400% 235,000,000 235,000,000
Due October 15, 2005
COMED Note, 7.375% 150,000,000 150,000,000
Due January 15, 2004
COMED Note, 7.625% 150,000,000 150,000,000
Due January 15, 2007
COMED Note, 6.950% 225,000,000 225,000,000
Due July 15, 2018
UNICOM MECHANICAL Note, 8.500% 40,960 3,414
SERVICES Due January 1, 2001
UNICOM MECHANICAL Note, 8.750% 19,085 4,112
SERVICES Due March 31, 2001
UNICOM MECHANICAL Note, 8.900% 19,085 4,690
SERVICES Due April 30, 2001
UNICOM MECHANICAL Note, 9.000% 92,013 82,917
SERVICES Due May 15, 2003
UNICOM MECHANICAL Note, 9.250% 63,570 60,134
SERVICES Due July 15, 2003
UNICOM THERMAL Edison Finance 16,860,300 17,350,500
TECHNOLOGIES Partnership
Note Payable, 7.750%
Due December 31, 2008
UNICOM THERMAL Guaranteed Senior Notes 11,523,000 11,422,650
TECHNOLOGIES 7.680%
Due June 30, 2023
UNICOM THERMAL Guaranteed Senior Notes 28,000,000 28,000,000
TECHNOLOGIES 9.090%
Due January 31, 2020
UNICOM THERMAL UTT National Power 2,098,200 1,123,456
TECHNOLOGIES Equipment Group
Obligation, 8.000%
Due April 1, 2015
COMED Commercial Paper 1,200,000,000 277,867,000
UNICOM Bank Loan 1,200,000,000 1,200,000,000
COMED Purchase Contract 1,430,000 254,174
Obligation, 3.000%
Due April 30, 2005
PETT Transition Bonds 244,470,272 81,970,272
1999 Series A-1, 5.4800%
Due March 1, 2001
PETT Transition Bonds 275,371,325 275,371,325
1999 Series A-2, 5.6300%
Due March 1, 2003
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PETT Transition Bonds 667,000,000 667,000,000
1999 Series A-3
LIBOR + 0.125%
Due March 1, 2004
PETT Transition Bonds 458,518,647 458,518,647
1999 Series A-4, 5.8000%
Due March 1, 2005
PETT Transition Bonds 464,600,000 464,600,000
1999 Series A-5
LIBOR + 0.200%
Due September 1, 2007
PETT Transition Bonds 993,386,331 993,386,331
1999 Series A-6, 6.0500%
Due March 1, 2007
PETT Transition Bonds 896,653,425 896,653,425
1999 Series A-7, 6.1300%
Due September 1, 2008
PETT Transition Bonds 110,000,000 110,000,000
2000 Series A-1, 7.1800%
Due September 1, 2001
PETT Transition Bonds 140,000,000 140,000,000
2000 Series A-2, 7.3000%
Due September 1, 2002
PETT Transition Bonds 398,838,452 398,838,452
2000 Series A-3, 7.6250%
Due March 1, 2009
PETT Transition Bonds 351,161,548 351,161,548
2000 Series A-4, 7.6500%
Due September 1, 2009
PECO First Mortgage Bonds 250,000,000 250,000,000
5.625% Series,
Due November 1, 2001
PECO First Mortgage Bonds 75,000,000 75,000,000
6.375% Series,
Due August 15, 2005
PECO First Mortgage Bonds 200,000,000 200,000,000
6.50% Series,
Due May 1, 2003
PECO First Mortgage Bonds 250,000,000 250,000,000
6.625% Series,
Due March 1, 2003
PECO First Mortgage Bonds 175,000,000 175,000,000
7.125% Series,
Due September 1, 2002
PECO First Mortgage Bonds 100,000,000 5,280,000
7.50% Series,
Due July 15, 2002
PECO First Mortgage Bonds 200,000,000 41,636,000
8.00% Series,
Due April 1, 2002
PECO First Mortgage Bonds 50,000,000 50,000,000
Pollution Control
Delaware County
Series 1988-A, 4.1567%
Due December 1, 2012
PECO First Mortgage Bonds 50,000,000 50,000,000
Pollution Control
Delaware County
Series 1988-B, 4.1996%
Due December 1, 2012
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PECO First Mortgage Bonds 50,000,000 50,000,000
Pollution Control
Delaware County
Series 1988-C, 4.2007%
Due December 1, 2012
PECO First Mortgage Bonds 4,200,000 4,200,000
Pollution Control
Salem County
Series 1988-A, 4.0738%
Due December 1, 2012
PECO First Mortgage Bonds 29,540,000 29,530,000
Pollution Control
Montgomery County
Series 1992-A, 6.6250%
Due June 1, 2022
PECO First Mortgage Bonds 160,560,000 68,795,000
Pollution Control
Montgomery County
Series 1991-B, 6.7000%
Due December 1, 2021
PECO First Mortgage Bonds 90,000,000 39,235,000
Pollution Control
Delaware County
Series 1991-A, 7.3750%
Due April 1, 2021
PECO First Mortgage Bonds 27,030,000 13,150,000
Pollution Control
Montgomery County
Series 1991-A, 7.6000%
Due April 1, 2021
PECO Pollution Control Notes 24,125,000 24,125,000
Delaware County
Series 1993-A, 4.5935%
Due August 1, 2016
PECO Pollution Control Notes 17,240,000 17,240,000
Indiana County
Series 1997-A, 4.4100%
Due June 1, 2027
PECO Pollution Control Notes 23,000,000 23,000,000
Salem County
Series 1993-A, 3.8774%
Due March 1, 2025
PECO Pollution Control Notes 82,560,000 82,560,000
Montgomery County
Series 1994-A, 4.2160%
Due June 1, 2029
PECO Pollution Control Notes 13,340,000 13,340,000
Montgomery County
Series 1994-B, 4.3000%
Due June 1, 2029
PECO Pollution Control Notes 18,440,000 18,440,000
York County
Series 1993-A, 4.5935%
Due August 1, 2016
PECO Pollution Control Notes 34,000,000 34,000,000
Montgomery County
Series 1996-A, 4.1840%
Due March 1, 2034
PECO Pollution Control Notes 50,765,000 50,765,000
Delaware County
Series 1999-A, 5.2000%
Due October 1, 2021
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Page 13
PECO Pollution Control Notes 91,775,000 91,775,000
Montgomery County
Series 1999-A, 5.2000%
Due October 1, 2030
PECO Pollution Control Notes 13,880,000 13,880,000
Montgomery County
Series 1999-B, 5.3000%
Due October 1, 2034
PECO Citicorp Notes Payable 38,488,000 38,488,000
(under special-agreement
accounts receivable)
6.6300% Series
Due November 14, 2000
PECO Siemens Notes Payable 20,625,000 14,498,000
Limerick Generating Station
Turbo Refit, 7.2500% Series
Unit 1 Due June 30, 2003
Unit 2 Due June 30, 2004
CAPITAL STOCK
(b) For each class of capital stock including certificates of beneficial
interest give information in number of shares and in dollar amounts: (Do
not include here any warrants, options, or other securities reported under
paragraph 8(d).)
BY PERMISSION OF THE STAFF OF THE COMMISSION,
COLUMNS G THROUGH J HAVE BEEN OMITTED.
AMOUNT ADDITIONAL
NAME OF TITLE OF AUTHORIZED AMOUNT AMOUNT
ISSUER ISSUE BY CHARTER UNISSUED ISSUED
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Exelon Corporation
Commonwealth Edison Company
Commonwealth Edison Company of Indiana, Inc. Com. Stk. 1,500,000 391,916 1,108,084
ComEd Financing I
ComEd Financing II
ComEd Funding, LLC
ComEd Transitional Funding Trust
Commonwealth Research Corporation Com. Stk. 1,000 800 200
Concomber Ltd
Edison Development Company Com. Stk. 10,000 9,259 741
Edison Development Canada Inc. Prf. Stk. Unlimited n/a 2,600
Edison Finance Partnership
- -----------------------------------------------------------------------------------------------------------------------------------
Page 14
Unicom Enterprises, Inc. Com. Stk. 100 - 100
Unicom Energy Services Inc. Com. Stk. 1,000 900 100
Unicom Energy Inc. Com. Stk. 1,000 900 100
Unicom Energy Ohio, Inc. Com. Stk. 1,000 - 1,000
Unicom Mechanical Services, Inc. Com. Stk. 1,000 900 100
Building Automated Systems and Services, Inc. Com. Stk. 60,000 59,000 1,000
Bumler Heating and Specialties, Inc. Com. Stk. 15,000 4,995 10,005
Metropolitan Mechanical Contractors, Inc. Class A Com. Stk. 100,000 71,598 28,402
Class B Com. Stk. 100,000 69,972 30,028
Hoekstra Building Automation, Inc. Com. Stk. 10,000 9,900 100
Access Systems, Inc. Com. Stk. 10,000 9,900 100
Buckeye Acquisition Corporation Com. Stk. 1,000 900 100
Reliance Mechanical Corp. Com. Stk. 500 300 200
Unicom Power Holdings Inc. Com. Stk. 1,000 900 100
Unicom Power Marketing Inc. Com. Stk. 1,000 900 100
Unicom Healthcare Management Inc. Class A Com. Stk. 1,000 - 1,000
Class B Com. Stk. 110 - 110
UT Holdings Inc. Com. Stk. 1,000 900 100
Northwind Chicago LLC
Unicom Thermal Development Inc. Com. Stk. 100 - 100
Unicom Thermal Technologies Inc. Com. Stk. 100 - 100
Unicom Thermal Technologies Boston Inc. Com. Stk. 100 - 100
Northwind Boston LLC
Unicom Thermal Technologies Houston Inc. Com. Stk. 100 - 100
Northwind Houston LLC
Northwind Houston LP
Unicom Thermal Technologies North America Inc. Com. Stk. 3,000 2,990 10
Northwind Thermal Technologies Canada Inc. Com. Stk. 10,000 9,990 10
Unicom Thermal Technologies Inc. Com. Stk. 10,000 9,990 10
UTT National Power Inc. Com. Stk. 1,000 900 100
Northwind Midway LLC
UTT Nevada Inc. Com. Stk. 100 - 100
Northwind Aladdin LLC
Northwind Las Vegas LLC
UTT Phoenix, Inc. Com. Stk. 1,000 900 100
Northwind Arizona Development LLC
Northwind Phoenix LLC
Unicom Investment Inc. Com. Stk. 1,000 900 100
Scherer Holdings 1, LLC
Scherer Holdings 2, LLC
Scherer Holdings 3, LLC
Spruce Holdings G.P. 2000, LLC
Spruce Holdings L.P. 2000, LLC
Wansley Holdings 1, LLC
Wansley Holdings 2, LLC
Unicom Resources Inc. Com. Stk. 1,000 900 100
PECO Energy Company
PECO Energy Capital Corp. Common Stock 1,000 1,000 -
PECO Energy Capital, LP
PECO Energy Capital Trust II
PECO Energy Capital Trust III
PECO Energy Transition Trust N/A N/A N/A
PECO Energy Power Company Common Stock 984,000 - 984,000
Susquehanna Power Company Common Stock 1,500,000 227,000 1,273,000
The Proprietors of the Susquehanna Canal N/A N/A N/A
Susquehanna Electric Company Common Stock 1,000 - 1,000
PECO Wireless, LLC N/A N/A N/A
AT&T Wireless PCS of Philadelphia, LLC N/A N/A N/A
ATNP Finance Company N/A N/A N/A
PEC Financial Services, LLC N/A N/A N/A
PECO Hyperion Telecommunications (Partnership) N/A N/A N/A
Eastern Pennsylvania Development Company Common Stock 1,000 - 1,000
Adwin Realty Company Common Stock 1,000 - 1,000
Ambassador II Joint Venture N/A N/A N/A
Bradford Associates N/A N/A N/A
Franklin Town Towers Associates N/A N/A N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Page 15
Henderson Ambassador Associates N/A N/A N/A
Riverwatch Associates N/A N/A N/A
Route 724 N/A N/A N/A
Signa Joint Venture N/A N/A N/A
Central Sewer Project Development Group Ltd N/A N/A N/A
Energy Assets
Global EPS LC
Exelon (Fossil) Holdings, Inc. Common Stock 1,000 900 100
Exelon Peaker Development General, LLC N/A N/A N/A
Exelon Peaker Development Limited, LLC N/A N/A N/A
Maxey Flats Site IRP, LLC
Bridgeport Rental & Oil Services Superfund Site ERT
Utility Competitive Advantage Fund I, LLC
Energy Trading Company 1,000 900 100
WorldWide Web NetworX Corporation
Entrade, Inc.
Exelon Ventures Copr. 1,000 900 100
UniGridEnergy, LLC
CIC Global, LLC
Exelon Capital Partners, Inc. 1,000 900 100
Extant, Inc.
Permits Now (fka Softcomp)
OmniChoice.com, Inc.
Media Station, Inc.
Enertech Capital Partners, II
NEON Communications, Inc.
VITTS Network Group, Inc.
Exelon Infrastructure Services, Inc. Common Stock 150,000,000 119,144,070 30,855,930
Exelon Infrastructure Services of Pennsylvania, Inc.
Chowns Communications, Inc.
Fischbach and Moore Electric, Inc.
MRM Technical Group, Inc.
Aconite Corporation
Gas Distribution Contractors, Inc.
Mid-Atlantic Pipeliners, Inc.
Mueller Distribution Contractors, Inc.
Mueller Energy Services, Inc.
Mueller Pipeliners, Inc.
Mechnical Specialties Incorporated
Rand-Bright Corporation
Syracuse Merit Electric, Inc.
NEWCOTRA, Inc.
Fischbach and Moore, Inc.
Fischbach and Moore Electrical Contracting, Inc.
T.H. Green Electric Co., Inc.
Trinity Industries, Inc.
OSP Consultants, Inc.
International Communications Services, Inc.
OSP, Inc.
OSP Servicios, S.A. de C.V.
OSP Telecom, Inc.
OSP Telcomm de Mexico, S.A. de C.V.
OSP Telcom de Colombia, LTDA
OSP Telecommunications, Ltd.
RJE Telecom, Inc.
Utility Locate & Mapping Services, Inc.
Dashiell Holdings Corp.
Dashiell Corporation
Dacon Corporation
VSI Group Inc
International Vital Solutions Group, Inc.
Michigan Trenching Service, Inc.
Lyons Equipment, Inc.
Adwin Equipment Company 1,000 - 1,000
Horizon Energy Company 1,000 - 1,000
East Coast Natural Gas Cooperative, LLP
Unicom Assurance Company Ltd.
UTECH Climate Challenge Fund, L.P.
Utility Competitive Advantage Fund I, LLC
Utility Competitive Advantage Fund II, LLC
- -----------------------------------------------------------------------------------------------------------------------------------
Page 16
CONTINGENT LIABILITIES
(c) A brief outline of the nature and amount of each contingent liability on
account of endorsement or other guarantees of any securities.
AS OF SEPTEMBER 30, 2000
Information regarding contingent liabilities of Exelon can be found
in the following documents: Footnote 22 of the Annual Report of Unicom
Corporation on Form 10-K for the year ended December 31, 1999 (File No.
1-11375), Footnote 6 of the Annual Report of PECO Energy Company on Form
10-K for the year ended December 31, 1999 (File No. 1-1401), the
Quarterly Reports on Form 10-Q for Unicom and PECO for the quarters ended
March 31, 2000 and June 30, 2000, Exhibit 99 of Exelon's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2000 for Unicom, and the
Quarterly Report on Form 10-Q for PECO for the quarter ended September
30, 2000, and Item 1.E.i.f, Item 3.c, and Items 5.a and 5.b of the
Financing U-1 (File No. 70-9693).
OTHER SECURITIES
(d) A statement of the amount of warrants, rights, or options and of any
class of securities of the registrant and subsidiary companies not
elsewhere herein described which is outstanding and/or authorized. A
brief description of the provisions thereof should be included.
Information need not be set forth under this item as to notes, drafts,
bills of exchange or bankers' acceptances which mature within nine
months.
Information with respect to Exelon's 1989 Long Term Incentive Plan
is set forth in Post Effective Amendment No. 1 (on Form S-8) to Exelon's
Form S-4 Registration Statement No. 333-37082 (filed November 13, 2000)
and in Exelon's Form S-8 Registration Statement No. 333-49780.
Information with respect to PECO Energy Company's 1998 Stock Option Plan
and its Employee Savings Plan is set forth in Post Effective Amendment
No. 1 (on Form S-8) to Exelon's Form S-4 Registration Statement No.
333-37082 (filed November 13, 2000). Information with respect to PECO
Energy Company's Deferred Compensation and Supplemental Pension Plan,
Management Group Deferred Compensation and Supplemental Pension Plan,
Unfunded Deferred Compensation Plan for Directors, and Employee Savings
Plan, as well as Unicom Amended and Restated Long-Term Incentive Plan,
the Unicom 1996 Directors' Fee Plan, the Unicom Retirement Plan for
Directors, and the Commonwealth Edison Retirement Plan for Directors and
the Commonwealth Edison Employee Savings and Investment Plan is set forth
in Exelon's Form S-8 Registration Statement No. 333-49780.
INVESTMENTS IN SYSTEM SECURITIES
9. Give a tabulation showing principal amount, par or stated value, the cost
to the system company originally acquiring such security, and the number of
shares or units, of each security described under Item 8 that is held by
the registrant and by each subsidiary company thereof as the record (or
beneficial) owner, and the amount at which the same are carried on the
books of each such owner. This information should be given as of the same
date as the information furnished in Item 8.
As of September 30, 2000
Name of Company Number of Common % Voting Power Issuer Book
Shares Owned Value ($000)
- ----------------------------------------------------------------------------------------------------------
Exelon Corporation Public
Commonwealth Edison Company 183,745,893 99% 4,660,386
Commonwealth Edison Company of Indiana, Inc. 1,108,084 100% 21,000
ComEd Financing I N/A 100% 6,190
ComEd Financing II N/A 100% 4,640
ComEd Funding, LLC N/A 100% 39,052
ComEd Transitional Funding Trust N/A 100% N/A
- --------------------------------------------------------------------------------
Page 17
Commonwealth Research Corporation 200 100% 200
Concomber Ltd. N/A 100% 1,200
Edison Development Company 741 100% 32,220
Edison Development Canada, Inc. 2,600 100% 13,385
Edison Finance Partnership N/A 100% 6,977
Unicom Assurance Company Ltd. N/A 100% N/A
Unicom Enterprises, Inc. 100 100% 10,000
Unicom Energy Services, Inc. 100 100% 1
Unicom Energy, Inc. 100 100% 1
Unicom Energy Ohio, Inc. 1,000 100% 14,784
All Energy, LLC N/A 100% N/A
Systems Engineering and Management Corporation, Inc N/A 100% N/A
Unicom Mechanical Services, Inc. 100 100% 1
Building Automated Systems and Services, Inc. 1,000 100% N/A
Bumler Heating and Specialties, Inc. 10,005 100% N/A
Metropolitan Mechanical Contractors, Inc. 58,430 100% 21,347
Hoekstra Building Automation, Inc. 100 100% 5,145
Access Systems, Inc. 100 100% 5,020
Buckeye Acquisition Corporation 100 100% 9,000
Reliance Mechanical Corp. 200 100% 79,755
Unicom Power Holdings, Inc. 100 100% 1
Unicom Power Marketing, Inc. 100 100% N/A
Unicom Healthcare Management, Inc. 1,110 100% 2,001
UT Holdings, Inc. 100 100% 10,500
Northwind Chicago, LLC N/A 100% 1,083
Unicom Thermal Development, Inc. 100 100% (250)
Unicom Thermal Technologies, Inc. 100 100% 44,944
Unicom Thermal Technologies Boston, Inc. 100 100% 187
Northwind Boston, LLC N/A 25% 11,230
Unicom Thermal Technologies Houston, Inc. 100 100% 1,555
Northwind Houston, LLC N/A 25% 128
Northwind Houston, LP N/A 25% 13,147
Unicom Thermal Technologies North America, Inc. 10 100% 1
Northwind Thermal Technologies Canada, Inc. 10 100% N/A
Unicom Thermal Technologies, Inc. 10 100% 1,610
UTT National Power, Inc. 100 100% N/A
Northwind Midway, LLC N/A 100% N/A
UTT Nevada, Inc. 100 100% N/A
Northwind Aladdin, LLC N/A 75% 12,000
Northwind Las Vegas, LLC N/A 50% 350
UTT Phoenix, Inc. 100 100% N/A
Northwind Arizona Development, LLC N/A 50% N/A
Northwind Phoenix, LLC N/A 50% N/A
Unicom Investment, Inc. 100 100% 1
Scherer Holdings 1, LLC N/A 100% 203,772
Scherer Holdings 2, LLC N/A 100% 103,924
Scherer Holdings 3, LLC N/A 100% 307,696
Spruce Holdings G.P. 2000, LLC N/A 100% 7,316
Spruce Holdings L.P. 2000, LLC N/A 100% 724,282
Spruce Equity Holdings, L.P. (1% held by N/A 100% 724,282
Spruce G.P. and 99% by Spruce L.P.)
Spruce Holdings Trust (sole beneficiary is N/A 100% 731,598
Spruce Equity Holdings, L.P.)
Wansley Holdings 1, LLC N/A 100% 173,707
Wansley Holdings 2, LLC N/A 100% 88,591
Unicom Resources, Inc. 100 100% 1
PECO Energy Company 174,890,482 100% 1,397,000
PECO Energy Power Company 984,000 100% 24,600
(registrant and owner)
Susquehanna Power Company 1,273,000 100% 47,047
The proprietors of the Susquehanna Canal (1) 100%
Susquehanna Electric Company 1,000 100% 10,000
Adwin Equipment Company N/A
Eastern Pennsylvania Development Company 1,000 100% 1,000
Adwin Realty Company 1,000 100% 1,000
Energy Trading Company 1,000 100% N/A
Exelon Infrastructure Services 30,855,930 93% 348,297
Exelon Infrastrucuture Services of Pa. N/A 100%
Chowns Communication, Inc. N/A 100%
Fischbach and Moore Electric, Inc. N/A 100%
MRM Technical Group, Inc. N/A 100%
NEWCOTRA, Inc. N/A 100%
Syracuse Merit Electric, Inc. N/A 100%
Trinity industries, Inc. N/A 100%
OSP Consultants N/A 100%
Dashiell Holdings Corporation N/A 100%
VSI Group, Inc. N/A 100%
Michigan Trenching Services, Inc. N/A 100%
Lyons Equipments, Inc. N/A 100%
- ----------------------------------------------------------------------------------------------------
Page 18
Exelon Ventures Corporation N/A 100%
Exelon Capital Partners N/A 100%
Horizon Energy Company 1,000 100% 100,000
East Coast Natural Gas Cooperatives, LLP N/A 41.12%
PECO Wireless, LLC N/A 100%
AT&T Wireless PCS of Philadelphia, LLC N/A 50%
ATNP Finance Company N/A 100%
PEC Financial Services, LLC N/A 100%
PECO Energy Capital Corporation 1,000 100% N/A
PECO Energy Capital, LP N/A 3%
PECO Energy Capital Trust II N/A 100%
PECO Energy Capital Trust III N/A 100%
PECO Energy Transition Trust N/A 100% N/A
PECO Hyperion Telecommunications N/A 50% N/A
(1) Inactive
N/A Not applicable or not available
INVESTMENTS IN OTHER COMPANIES
10. Give a tabulation showing all investment of the registrant and each
subsidiary thereof in holding companies and in public utility companies
which are not subsidiary companies of the registrant. Also, show all other
investments of the registrant and each subsidiary thereof in the securities
of any other enterprise, if the book value of the investment in any such
enterprise exceeds 2% of the total debit accounts shown on the balance
sheet of the company owning investment or an amount in excess of $25,000
(whichever amount is the lesser). Give the principal amount and number of
shares or units and the cost of each issue of such securities to the system
company originally acquiring such security, and the amount at which the
same are carried on the books of the owner. List all such securities
pledged as collateral for loans or other obligations and identify loans and
obligations for which pledged. This information should be given as of the
same date as the information furnished in Item 8.
As of September 30, 2000
Investor Investee Type Quantity Cost Carrying Value
- ------------------------------------------------------------------------------------------------------------------------------------
ComEd Chicago Community Ventures, Inc. Common Shares 500 $50,000 $50,000
ComEd Chicago Equity Fund Limited Partnership N/A $1,390,514 $1,390,514
ComEd Dearborn Park Corporation Common Shares 10,000 $537,654 $537,654
ComEd I.L.P. Fund C/O Chicago Capital Fund Venture Capital Small N/A $250,000 $250,000
Business Fund
ComEd Illinois Venture Fund (Unibanc Trust) Venture Capital Fund N/A $71,320 $71,320
Unicom Boston Financial Institutional Tax Limited Partnership N/A $97,960 $87,242
Credit Fund X, Related Corporate Partners
IV, L.P.; Boston Financial Institutional
Tax Credit Fund XIX; Related Corporate
Partners XII, L.P., Boston Capital Corp.
XIV, Boston Finanical Institutional Tax
Credit Fund XXI, Related Corporate
Partners XIV, L.P., Summit Corporate Tax
Credit Fund II, USA Institutional Tax
Credit Fund XXII
- --------------------------------------------------------------------------------
Page 19
Unicom Pantellos Corporation Corporation N/A $4,439,210 $4,439,210
Unicom Automated Power Exchange Competitive Power 1,500,000 $3,000,000 $3,000,000
Exchange Business
Unicom UTECH Climate Challenge Fund, L.P. Venture Capital N/A $4,582,713 $4,582,713
Investment
Unicom Utility Competitive Advantage Fund I, Venture Capital N/A $11,300,943 $11,300,943
LLC and Utility Competitve Advantage Investment
Fund II, LLC
PECO Utility Competitive Advantage Venture Capital $2,000,000 $6,802,878
Fund I, LLC Investment N/A
PECO AmerGen Energy Company, LLC Limited Liability N/A $40,110,000 $100,000,000
Corporation
Exelon UniGridEnergy, LLC Limited Liability N/A $518,055 $0
Ventures Corporation
Corporation
Exelon CIC Global, LLC Limited Liability N/A $1,000,000 $9,049,962
Capital Corporation
Partners,
Inc.
Exelon Softcomp Preferred Securities 1,230,001 $1,330,000 $2,019,641
Capital
Partners,
Inc.
Exelon OmniChoice.com, Inc. Preferred Securities 1,684,920 $10,000,000 $9,020,489
Capital Series B
Partners,
Inc.
Exelon Exotrope Convertible Debentures N/A $500,000 $524,041
Capital
Partners,
Inc.
Exelon Media Station, Inc. Preferred plus 214,286 $1,500,000 $1,500,000
Capital Warrants (Common) 48,702
Partners,
Inc.
Exelon Enertech Capital Partners II Limited Partnership N/A $1,500,000 $2,226,759
Capital
Partners,
Inc.
Exelon VITTS Network Group Redeemable Convertible 6,012,024 $30,000,000 $35,291,000
Ventures Preferred
Corp.
Energy WorldWide Web NetworX Corporation Common shares 73,450 $316,753 $29,380
Trading
Company
Energy Entrade Common Shares 200,000 $1,489,115 $762,500
Trading
Company
Exelon Neon Common Shares 2,131,143 $4,000,000 $74,323,612
Ventures
Corp.
N/A Not applicable
INDEBTEDNESS OF SYSTEM COMPANIES
11. List each indebtedness of the registrant and of each subsidiary company
thereof (other than indebtedness reported under Item 8, but as of the same
date) where the aggregate debt owed by any such company to any one person
exceeds $25,000 or an amount exceeding 2% of the total of the debit
accounts shown on the balance sheet of the debtor (whichever amount is the
lesser) but not including any case in which such aggregate indebtedness is
less than $5,000, and give the following additional information as to each
such indebtedness:
(a) Debts owed to associate companies as of September 30, 2000:
- --------------------------------------------------------------------------------
Page 20
Name of Debtor Name of Creditor Amount Owed Rate of Interest Date of Maturity
- -------------------------------------------------------------------------------------------------------------
Unicom Resources, Inc. Unicom Corporation $13,644,848 Variable Revolver
Unicom Resources, Inc. Unicom Corporation 4,829,000 Variable Revolver
Unicom Unicom Corporation 618,940,600 Variable Revolver
Enterprises, Inc.
Unicom Healthcare Unicom 50,000 Variable Revolver
Management, Inc. Enterprises, Inc.
Unicom Energy Unicom 49,687,000 Variable Revolver
Services, Inc. Enterprises, Inc.
Unicom Energy, Inc. Unicom 49,200,000 Variable Revolver
Enterprises, Inc.
Unicom Power Unicom 130,530,000 Variable Revolver
Holdings, Inc. Enterprises, Inc.
Unicom Mechanical Unicom 89,224,524 Variable Revolver
Services, Inc. Enterprises, Inc.
UT Holdings, Inc. Unicom 234,955,258 Variable Revolver
Enterprises, Inc.
Unicom Thermal UT Holdings, Inc. 174,853,167 Variable Revolver
Technologies, Inc.
Unicom Thermal UT Holdings, Inc. 5,254,302 Variable Revolver
Development, Inc.
UTT Boston, LLC UT Holdings, Inc. 9,191,880 Variable Revolver
UTT Houston, LLC UT Holdings, Inc. 12,817,500 Variable Revolver
UTT Canada UT Holdings, Inc. 1,737,089 Variable Revolver
UTT National UT Holdings, Inc. 133,310 Variable Revolver
Power, Inc.
UTT Nevada, Inc. UT Holdings, Inc. 349,628 Variable Revolver
Northwind Midway, LLC UT Holdings, Inc. 215,000 Variable Revolver
PECO Wireless,LLC PEC Financial 3,491,758,856 9.95% N.A.
PECO Wireless,LLC PEC Financial 952,493,117 12.70% N.A.
PEC Financial ATNP Finance Company 3,481,245,933 9.75% N.A.
PEC Financial ATNP Finance Company 951,752,364 12.50% N.A.
Susquehanna Electric Co PECO Energy Company 60,000 6.00% N.A.
PECO Energy Company PECO Capital Corp. 520,833 Prime + 2pts. N.A.
PECO Energy Company PECO Capital Corp. 805,206 Prime + 2pts. N.A.
PECO Energy Company PECO Capital, LP 80,526,019 7.375% N.A.
PECO Energy Company PECO Capital, LP 51,562,500 8.00% N.A.
AT&T Wireless PCS PECO Wireless, LLC 153,419,000 AFR (semi-annual) On demand
N.A. Not Available
(b) Debts owed to others as of September 30, 2000:
BYPERMISSION OF THE STAFF OF THE COMMISSION,
"DEBTS OWED TO OTHERS" HAS BEEN OMITTED.
PRINCIPAL LEASES
12. Describe briefly the principal features of each lease (omitting oil and gas
leases) to which the registrant or any subsidiary company thereof is a
party, which involves rental at an annual rate of more than $50,000 or an
amount exceeding 1% of the annual gross operating revenue of such party to
said lease during its last fiscal year (whichever of such sums is the
lesser) but not including any lease involving rental at a rate of less than
$5,000 per year.
- --------------------------------------------------------------------------------
Page 21
Total Payments as of
Lessee Lessor Items Leased September 30, 2000
- --------------------------------------------------------------------------------------------------------------------------------
ComEd Amdahl Corp. Computer Equipment $178,578
ComEd Comdisco Inc. Computer Equipment $110,141
ComEd Forsythe Mcarthur Computer Equipment $469,771
Associates Inc.
ComEd IBM Corporation Computer Equipment $2,782,296
ComEd Somerset Capital Group, Ltd. Computer Equipment $203,827
ComEd Storage Tek Financial Computer Equipment $221,602
Services Corp
ComEd Xerox Corp. Various Equipment $2,208,028
ComEd CommEd Fuel Company, Inc. Nuclear Fuel Assemblies $279,055,444 (1)
ComEd Chase Manhattan Trust Company Railcars $4,671,638
ComEd CIT Group/Equipment Railcars $409,878
Financing Inc.
ComEd General Electric Railcar Railcars $1,087,065
Services Corporation (2)
ComEd Newcourt Capital USA, Inc. (3) Railcars $2,579,751
ComEd Transport Capital Rail Railcars $360,000
Partners, LLC
ComEd AT&T Global Real Estate Office Space $4,696,641
ComEd 400 S. Jefferson LLC Office Space $541,689
ComEd Julian Toft & Downey Office Space $346,673
ComEd Oxford Bank Office Space $198,734
ComEd Duke Realty Office Space $2,396,740
ComEd Integral Systems Office Space $186,135
ComEd Chicago Public Schools Office Space $461,352
ComEd Jones Lang LaSalle Office Space $1,901,221
ComEd Loft Development Corporation Office Space $533,502
ComEd East Lake Management Corp. Office Space $83,639
ComEd Lincoln Atrium Management Corp. Office Space $1,406,297
ComEd James Morrison Office Space $66,631
ComEd Prime Realty Group Trust Office Space $1,178,637
ComEd Alter Group Office Space $284,504
ComEd Seaway National Bank Office Space $93,614
ComEd 77 W. Wacker Limited Partnership Office Space $63,002
ComEd 20 S. Clark Owner's Group Office Space $106,105
ComEd J B Prentice Management Office Space $57,753
ComEd III Industrial Properties, Inc. Office Space $859,430
------------
Total $309,800,318
============
Unicom Enterprises, Inc. Dover Westchester, LLC Office Space $343,862
------------
Total $343,862
============
Unicom Mechanical
Services, Inc. Bank of Homewood Office Space $56,129
Unicom Mechanical
Services, Inc. Thomas F. Nelson Office Space $72,917
Unicom Mechanical
Services, Inc. KPS Limited Partnership Office Space $195,136
Unicom Mechanical
Services, Inc. Suzanne S. Sprowl Trust Office Space $572,400
--------
Total $896,582
========
Unicom Energy, Inc. PJF Investments Office Space $108,369
--------
Total $108,369
========
Unicom Thermal
Technologies, Inc. JPS Interests Land $123,750
Unicom Thermal
Technologies, Inc. Health Care Service Corp Office Space $567,750
Unicom Thermal
Technologies, Inc. LaSalle National Trust N.A. Office Space $87,188
Unicom Thermal
Technologies, Inc. Scribcor, Inc. Office Space $220,500
--------
Total $999,188
========
PECO Energy Company Verizon Pole Attachments $ 4,762,500
PECO Energy Company United Jersey Bank, Merrill Creek $10,938,759
As Owner Trustee
- --------------------------------------------------------------------------------
Page 22
PECO Energy Company FV Office Partnership, Office Building $1,333,333
Limited Partnership
PECO Energy Company Glenborough Realty Trust, Inc. Office Building $600,895
PECO Energy Company Kennett Development Co. LLC Office Building $1,494,540
PECO Energy Company Fox Realty Company Office Building $187,495
PECO Energy Company BET Investments Office Building $54,299
PECO Energy Company Bankers Leasing Corporation Capital Items (vehicles, $19,339,368
computers, and equipment) ===========
Total $38,711,189
===========
Grand Total $350,859,508
============
(1) ComEd's regular lease payments covered the amortization of the nuclear fuel
used in ComEd's reactors plus the lessor's related financing costs. On July
31, 2000, ComEd terminated its nuclear fuel lease arrangement. ComEd's
termination payment to the lessor amounted to approximately $240 million
and covered the value of the unused leased nuclear fuel in ComEd's reactors
plus the lessor's related financing costs.
(2) Lease was assigned to NBB North America Co., Ltd. as of June 26, 2000.
(3) Lease was assigned to National City Leasing Corporation as of September 30,
1999.
SECURITIES SOLD
13. If, during the last five years, the registrant or any subsidiary company
thereof has issued, sold, or exchanged either publicly or privately any
securities having a principal amount, par, stated or declared value
exceeding $1,000,000 or exceeding an amount equal to 10% of the total
liabilities as shown by the balance sheet of issuer at the time such issue
(whichever of such sums is the lesser), give the following information with
respect to each such issue or sale:
Issuer Title of Amount Issued Proceeds Approximate Name of Underwriters
Issue or Sold ($000) Received by Expenses of Principal Initial
Issuer per Issuer per Underwriters Offering
$100 (before $100 Price
expenses)
- -----------------------------------------------------------------------------------------------------------------------------
1996
Unicom Common Shares $13,471 $19.28 .035% N/A N/A
ComEd Pollution $110,000 98.171% .341% J.P. Morgan 100%
Control First Securities
Mortage Bonds Inc.
First Chicago
Capital
Markets Inc.
ComEd Pollution $89,400 98.171% .364% J.P. Morgan 100%
Control First Securities
Mortage Bonds Inc.
First Chicago
Capital
Markets, Inc.
PECO Energy Pollution $34,000 100% N.A. Lehman 100%
Control Revenue Brothers
Refunding Bonds
1997
ComEd 7.375% Notes $150,000 99.184% .89% Salomon 99.809%
Brothers Inc.
Merrill Lynch
& Co.
Paine Webber
Incorporated
ComEd 7.625% Notes $150,000 99.258% .92% Salomon 99.908%
Brothers Inc.
- ---------------------------------------------------------------------------------------------------------------------
Page 23
Merrill Lynch
& Co.
Paine Webber
Incorporated
ComEd Capital $154,640 100% .30% Salomon 100%
Financing II Securities Brothers Inc.
Merrill Lynch
& Co.
Paine Webber
Incorporated
Unicom Common Shares $13,302 $18.87 .03% N/A N/A
PECO Energy Pollution $17,240 100% N/A Goldman Sachs N/A
Control Revenue & Company
Refunding Bonds
PECO Energy Company $50,000 100% .788% Smith Barney 100%
Obligated Inc.
Mandatorily
Redeemable Lehman
Preferred Brothers
Securities
1998
Unicom Common Shares $23,419 $38.14 N/A N/A N/A
ComEd 6.95% Notes $225,000 98.697% 1.11% PaineWebber 99.572%
Inc.
Lehman
Brothers Inc.
ABN AMRO Inc.
The Bank of New
York
J.P. Morgan
Securities, Inc.
Artemis Capital
Group,
Blaylock &
Partners, L.P.
ComEd Transitional $3,400,000 99.489% .64% Goldman, 99.959%
Transitional Funding Trust Sachs & Co.,
Funding Trust Notes
Merrill Lynch
Pierce, Fenner
& Smith Inc.
Salomon Smith
Barney Inc.
Unicom Thermal 7.38% Note $120,000 100% 1.376% Merrill Lynch, 100%
Technologies
Goldman Sachs
PECO Energy Company $78,100 100% 1% Salomon 100%
Obligated Smith Barney
Mandatorily
Redeemable Merrill Lynch
Preferred & Co.
Securities
1999
Unicom Common Shares $21,441 $39.23 N/A N/A N/A
Unicom 8.300% Note $6,025 100% N/A N/A N/A
Unicom 8.550% Note $7,580 100% N/A N/A N/A
Unicom 8.875% Note $6,880 100% N/A N/A N/A
Unicom 7.980% Note $9,225 100% N/A N/A N/A
Unicom Thermal 7.680% Note $11,523 100% 3.237% ABN Amro 100%
Technologies
- ------------------------------------------------------------------------------------------------------------------------
Page 24
PECO Energy Transition A-1
Bonds $244,470 99.977% .35% Salomon 100%
Smith Barney
A-2
$275,371 99.928% .40% Goldman,
Sachs & Co.
A-3
$667,000 99.836% .45% Lehman
Brothers
A-4
$455,519 99.868% .45% First Chicago
Capital
Markets, Inc.
A-5
$464,600 99.839% .50% First Union
Capital
Markets Corp.
A-6
$993,386 99.871% .50% Commerce
Capital
Markets Corp.
A-7
$896,653 99.835% .50% Janney
Montgomery
Scott, Inc.
Pryor
McClendon
Counts &
Co., Inc.
2000
Unicom Common Shares $31,013 $24.69 N/A N/A N/A
ComEd Medium Term $200,000 99.750% .25% Lehman 100%
Notes Brothers
Banc
of America
Securities, LLC
Banc One
Capital Markets,
Inc.
Chase
Securities, Inc.
ABN Amro,
BNY Capital
Markets, Inc.
Loop Capital
Markets, LLC
ComEd Medium Term $250,000 99.650% .35% Lehman 100%
Notes Brothers
Banc
of America
Securities, LLC
Banc One
Capital Markets,
Inc.
Chase
Securities, Inc.
ABN Amro,
BNY Capital
Markets, Inc.
Loop Capital
Markets, LLC
Unicom Thermal 9.090% Note $28,000 100% 2.952% ABN Amro 100%
Technologies
Unicom 8.650% Note $3,632 100% N/A N/A N/A
PECO Energy Transition A-1
$110,000 99.99% .20% Salomon 100%
Smith Barney
A-2
$140,000 99.90% .30% Goldman,
Sachs & Co.
- ------------------------------------------------------------------------------------------------------------------------
Page 25
A-3
$398,838 99.751% .50% Banc One
Capital
Markets, Inc.
A-4
$352,161 99.772% .50% Banc of
America
Securities, LLC
Credit Suisse
First Boston
First Union
Securities, Inc.
Barclays
Capital
BNY Capital
Markets, Inc.
Mellon
Financial
Markets, LLC
Prudential
Securities
Janney
Montgomery
Scott, LLC
Pryor, Counts
& Co. Inc.
TD Securities
AGREEMENTS FOR FUTURE DISTRIBUTION OF SECURITIES
14(a). Summarize the terms of any existing agreement to which the registrant
or any associate or affiliate company thereof is a party or in which
any such company has a beneficial interest with respect to future
distributions of securities of the registrant or of any subsidiary.
Certain information regarding agreements with respect to future
distributions of securities of Exelon and its subsidiaries is set forth
in the following documents, the applicable portions of which are hereby
incorporated by reference: Item 1.E, subsections 1-4 and 6-7, Item 1.H
and Item 1.I of the Financing U-1. Information with respect to Exelon's
1989 Long Term Incentive Plan is set forth in Post Effective Amendment
No. 1 (on Form S-8) to Exelon's Form S-4 Registration Statement No.
333-37082 (filed November 13, 2000) and in Exelon's Form S-8
Registration Statement No. 333-49780. Information with respect to PECO
Energy Company's 1998 Stock Option Plan and its Employee Savings Plan
is set forth in Post Effective Amendment No. 1 (on Form S-8) to
Exelon's Form S-4 Registration Statement No. 333-37082 (filed November
13, 2000). Information with respect to PECO Energy Company's Deferred
Compensation and Supplemental Pension Plan, Management Group Deferred
Compensation and Supplemental Pension Plan, Unfunded Deferred
Compensation Plan for Directors, and Employee Savings Plan, as well as
Unicom Amended and Restated Long-Term Incentive Plan, the Unicom 1996
Directors' Fee Plan, the Unicom Retirement Plan for Directors, and the
Commonwealth Edison Retirement Plan for Directors and the Commonwealth
Edison Employee Savings and Investment Plan is set forth in Exelon's
Form S-8 Registration Statement No. 333-49780.
14(b). Describe briefly the nature of any financial interest (other than the
ownership of securities acquired as a dealer for the purpose of resale)
which any person with whom such agreement exists, has in the registrant
or in any associate company thereof.
The beneficiaries of the employee benefit plans referred to above
may be deemed to have a financial interest in the registrant or
affiliated companies thereof by virtue of their employment relationship
with the registrant or such other companies and compensation, benefit
and severance agreements and arrangements relating to such employment.
- --------------------------------------------------------------------------------
Page 26
TWENTY LARGEST HOLDERS OF CAPITAL STOCKS
15. As of a recent date (indicating such date for each class) give the
following information with respect to the holders of each class of stock
and/or certificates of beneficial interest of the registrant:
(a) The twenty largest registered holders of common stock of Exelon, as of
January 16, 2001.
Title of Issue Holder of Record and Address Number of Shares Percent of Class
Owned
- -------------------------------------------------------------------------------------------------------
Exelon Common Stock CEDE & Co. 242,860,551 76.06%
P. O. Box 20
Bowling Green Station
New York, NY 10274
Exelon Common Stock Stanley & Co. 43,506,618 13.63%
P. O. Box 2598
Jersey City, NJ 07303
Exelon Common Stock First Chicago Trust Co. 4,318,008 1.35%
As Exchange Agent For
Unicom UNEX02 & Co.
T&E Control Group
P. O. Box 2565
Jersey City, NJ 07303
Exelon Common Stock Unicom Stock Deferral Plan 454,802 .14%
James Bugaski
The Northern Trust Co.
50 S. LaSalle St. Fl 8-11
Chicago, IL 60675
Exelon Common Stock SPP & Co. 260,229 .08%
P. O.Box 2598
Jersey City, NJ 07303
Exelon Common Stock Vol & Co. 192,677 .06%
P. O. Box 2598
Jersey City, NJ 07303
Exelon Common Stock MSSTC & Co. 126,831 .04%
P. O. Box 2596
Jersey City, NJ 07303
Exelon Common Stock Unicom Stock Deferral Plan 125,194 .04%
James Bugaski
The Northern Trust Co.
50 S. LaSalle St. Fl 8-11
Chicago, IL 60675
Exelon Common Stock Hart Securities Ltd 110,000 .03%
Anthony Bonanno
Gibson Dunn & Crutcher
1050 Connecticut Ave. NW 900
Washington, DC 20036
Exelon Common Stock Biagio Demento & 96,582 .03%
Cosima Demento JT TEN
829 Paddock Dr.
Newtown Square, PA 19073
Exelon Common Stock Seymore Graff 45,053 .01%
1923 N. 15th St.
Reading, PA 19604
Exelon Common Stock Edward A. Cox, Jr. 43,750 .01%
119 Indian Trail Rd.
Oak Brook, IL 60521
Exelon Common Stock Ora S. Stopyra TTEE U A DTD 41,229 .01%
Revocable Living Trust
15043 Endicott St.
Philadelphia, PA 19116
- --------------------------------------------------------------------------------
Page 27
Exelon Common Stock Clarence B. Bowman & 40,928 .01%
Regena M. Bowman JT TEN
68 Brennan Dr.
Bryn Mawr, PA 19010
Exelon Common Stock Henry Tiger 40,584 .01%
4316 N. Lawrence St.
Philadelphia, PA 19140
Exelon Common Stock CEDE & Co. 38,363 .01%
C/O Depository Trust Co.
P. O. Box 20
Bowling Green Station
New York, NY 10274
Exelon Common Stock Thomas J. Sweeney 34,508 .01%
5345 Bowmanville
Chicago, IL 60625
Exelon Common Stock Herman F. Strouse & 31,458 .01%
Dorothy M. Strouse JT TEN
Apt. 515
824 Lisburn Rd.
Camphill, PA 17011
Exelon Common Stock Isadore E. Schultz 28,840 .01%
1252 Passmore St.
Philadelphia, PA 39111
Exelon Common Stock James J. O'Connor 28,594 .01%
1500 Lake Shore Dr.
Apt. 5C
Chicago, IL 60610
(b) Number of shareholders of record each holding 1,000 shares or more,
and aggregate number of shares so held.
As of January 16, 2001, there were 16,677 shareholders of record
holding 1,000 shares or more, for a total of 283,554,827 shares.
(c) Number of shareholders of record each holding less than 1,000 shares,
and aggregate number of shares so held.
As of January 16, 2001, there were 184,468 shareholders of record
holding less than 1,000 shares, for a total of 35,673,149 shares.
OFFICERS, DIRECTORS AND EMPLOYEES
16(a). Positions and Compensation of Officers and Directors. Give name and
address of each director and officer (including any person who performs
similar functions) of the registrant, of each subsidiary company
thereof, and of each mutual service company which is a member of the
same holding company system. Opposite the name of each such individual
give the title of every such position held by him and briefly describe
each other employment of such individual by each such company.
State the present rate of compensation on an annual basis for each
director whose aggregate compensation from all such companies exceeds
$1,000 per year, and of each officer whose aggregate compensation from
such companies is at the rate of $20,000 or more per year. In the event
any officer devotes only part of his time to a company or companies in
the system this fact should be indicated by appropriate footnote. Such
compensation for such part time should be computed on an annual rate
and if such annual rate exceeds $20,000 the actual compensation as well
as annual rate should also be reported.
16(b). Compensation of Certain Employees. As to regular employees of such
companies who are not directors or officers of any one of them, list
the name, address, and aggregate annual rate of compensation of all
those who receive $20,000 or more per year from all such companies.
- --------------------------------------------------------------------------------
Page 28
16(c). Indebtedness to System Companies. As to every such director, trustee or
officer as aforesaid, who is indebted to any one of such companies, or
on whose behalf any such company has now outstanding and effective any
obligation to assume or guarantee payment of any indebtedness to
another, and whose total direct and contingent liability to such
company exceeds the sum of $1,000, give the name of such director,
trustee, or officer, the name of such company, and describe briefly the
nature and amount of such direct and contingent obligations.
16(d). Contracts. If any such director, trustee, or officer as aforesaid: (1)
has an existing contract with any such company (exclusive of an
employment contract which provides for no compensation other than that
set forth in paragraph (a) of this Item); or, (2) either individually
or together with the members of his immediate family, owns, directly or
indirectly, 5% or more of the voting securities of any third person
with whom any such company has an existing contract; or, (3) has any
other beneficial interest in an existing contract to which any such
company is a party; describe briefly the nature of such contract, the
names of the parties thereto, the terms thereof, and the interest of
such officer, trustee, or director therein.
By permission of the Staff of the Commission, information required to
be disclosed pursuant to Items 16(a) through 16(d) is not set forth
herein. In lieu thereof, information in respect thereof is set forth in
(i) the Joint Proxy Statement/Prospectus for 2000 Annual Meetings of
Shareholders and Prospectus of Unicom Corporation and PECO Energy
Company, (ii) the Annual Report on Form 10-K for the year ending
December 31, 1999 for Unicom Corporation, and (iii) the Annual Report
on Form 10-K for the year ending December 31, 1999 for PECO Energy
Company, and such information is hereby incorporated by reference.
16(e). Banking Connections. If any such director, trustee, or officer is an
executive officer, director, partner, appointee, or representative of
any bank, trust company, investment banker, or banking association or
firm, or of any corporation a majority of whose stock having the
unrestricted right to vote for the election of directors, is owned by
any bank, trust company, investment banker, or banking association or
firm, state the name of such director or officer, describe briefly such
other positions held by him and indicate which of the rules under
Section 17(c) authorizes the registrant and subsidiary companies of
which he is a director or officer to retain him in such capacity.
1. Edward A. Brennan: Member of Board of Directors of Unicom and ComEd
from 1995 through the merger closing; member of Board of Directors
of Exelon since the merger closing, and member of Board of Directors
of Morgan Stanley Dean Witter & Co., investment banker. Authorized
pursuant to Rule 70(b).
2. Carlos H. Cantu: Member of Board of Directors of Unicom and ComEd
from 1998 through the merger closing; member of Board of Directors
of Exelon since the merger closing, and member of Board of Directors
of First Tennessee National Corporation, commercial banking
institution. Authorized pursuant to Rule 70(b).
3. Edgar D. Jannotta: Member of Board of Directors of Unicom and ComEd
from 1994 through the merger closing; member of Board of Directors
of Exelon since the merger closing, and Senior Director of William
Blair & Co., L.L.C., investment banker. Authorized pursuant to Rule
70(b).
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Page 29
4. John W. Rogers: Member of Board of Directors of Unicom and ComEd
from 1999 through the merger closing; member of Board of Directors
of Exelon since the merger closing, and member of Board of Directors
of Bank One Corporation, commercial banking institution. Authorized
pursuant to Rule 70(a).
5. John W. Rowe: Member of Board of Directors of Unicom and ComEd from
1998 through the merger closing; member of Board of Directors of
Exelon since the merger closing, and member of Board of Directors of
Fleet Boston Financial, commercial banking institution. Authorized
pursuant to Rule 70(b).
INTERESTS OF TRUSTEES IN SYSTEM COMPANIES
17. Describe briefly the nature of any substantial interest which any trustee
under indentures executed in connection with any outstanding issue of
securities of the registrant or any subsidiary thereof, has in either the
registrant or such subsidiary, and any claim which any such trustee may
have against registrant or any subsidiary; provided, however, that it shall
not be necessary to include in such description any evidences of
indebtedness owned by such trustee which were issued pursuant to such an
indenture.
To the knowledge of Exelon, there is no substantial interest of any
trustee under indentures executed in connection with any outstanding issue
of securities.
Service, sales, and construction contracts
18. As to each service, sales, or construction contract (as defined in
paragraphs (19) to (21) of Section 2(a) of the Act) which the registrant
and any subsidiary company thereof has had in effect within the last three
months, describe briefly the nature of such contract, the name and address
of the parties thereto, the dates of execution and expiration, and the
compensation to be paid thereunder. Attach typical forms of any such
contracts as an exhibit to this registration statement. If the other party
to any such contract is a mutual service company or a subsidiary service
company which is a member of the same holding company system as the
registrant and as to which the Commission has made a favorable finding in
accordance with Rule 13-22, specific reference may be made to the
application or declaration filed by such company pursuant to Rule 13-22 and
no further details need be given as to such contracts.
Note: This item is intended to apply to service, sales or construction
contracts within the scope of Section 13. It is not intended to apply
to any contracts for purchase of power or gas or ordinary contracts for
materials and supplies, printing, etc., made with non-affiliates.
1. ComEd provides services to or receives services from affiliates in
accordance with an Affiliated Interests Agreement ("AIA") approved by
the Illinois Commerce Commission. The form of the AIA is attached as
Exhibit H-1. A summary of the service provider, recipient, description
of the work, the annual dollar volume, and pricing was filed as
Exhibit B-3.3, Part A, to the Merger U-1; the exhibit was filed with
Amendment No. 3 to such Form U-1 on October 18, 2000. Included in such
summary is a description of services provided to certain governmental
customers of ComEd by affiliates of ComEd pursuant to pass-through
arrangements and the AIA.
- --------------------------------------------------------------------------------
Page 30
2. PECO provides services to or receives services from affiliates in
accordance with a Mutual Services Agreement ("MSA") approved by the
Pennsylvania Public Utilities Commission. The form of the MSA is
attached as Exhibit H-2. A summary of the service provider, recipient,
description of the work, the annual dollar volume, and pricing was
filed as Exhibit B-3.3, Part A, to the Merger U-1; the exhibit was
filed with Amendment No. 3 to such Form U-1 on October 18, 2000.
3. Exelon Business Services Company is the service company subsidiary for
the Exelon system and provides Exelon, PECO, ComEd, Exelon Generation
Company, LLC and non-utility subsidiaries with a variety of services.
Such services are provided pursuant to the terms of the form of the
General Services Agreement, which is attached as Exhibit H-3.
4. Certain affiliates of ComEd and PECO provide services to ComEd or
PECO, or both, other than "at-cost", as discussed in Item 3.C.4.c of
the Merger U-1. A list and summary of such transactions, contracts and
arrangements was filed as Exhibit B-3.3, Part B, to the Merger U-1;
the exhibit was filed with Amendment No. 3 to such Form U-1 on October
18, 2000. Copies of affiliate arrangements for services other than at
cost were provided to the staff in paper form on September 18, 2000.
Additional copies will be provided on request. Additional information
describing the business of Exelon Infrastructure Services was filed
confidentially with the Commission as Exhibit N-1 to the Merger U-1.
LITIGATION
19. Describe briefly any existing litigation of the following descriptions, to
which the registrant or any subsidiary company thereof is a party, or of
which the property of the registrant or any such subsidiary company is the
subject, including the names of the parties and the court in which such
litigation is pending:
(1) Proceedings to enforce or to restrain enforcement of any order of a
State commission or other governmental agency;
(2) Proceedings involving any franchise claimed by any such company;
(3) Proceedings between any such company and any holder, in his capacity
as such, of any funded indebtedness or capital stock issued, or
guaranteed by such company, or between any such company and any
officer thereof;
(4) Proceedings in which any such company sues in its capacity as owner of
capital stock or funded indebtedness issued or guaranteed by any other
company; and
(5) Each other proceeding in which the matter in controversy, exclusive of
interest and costs, exceeds an amount equal to 2% of the debit
accounts shown on the most recent balance sheet of such company.
Information regarding litigation involving Exelon and its
subsidiary companies is incorporated by reference to the following
documents: Item 3 of the Annual Report of Unicom Corporation on Form
10-K for the year ended December 31, 1999 (File No. 1-11375), Item 3
of the Annual Report of PECO Energy Company on Form 10-K for the year
ended December 31, 1999 (File No. 1-1401), the Quarterly Reports on
Form 10-Q for Unicom and PECO for the quarters ended March 31, 2000
and June 30, 2000, Item 1 of the Quarterly Report on Form 10-Q for
ComEd for the quarter ended September 30, 2000 and Footnote 7 of the
Quarterly Report on Form 10-Q for PECO Energy Company for the quarter
ended September 30, 2000.
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Page 31
EXHIBITS
EXHIBIT A. Furnish a corporate chart showing graphically relationships
existing between the registrant and all subsidiary companies
thereof as of the same date as the information furnished in
the answer to Item 8. The chart should show the percentage of
each class voting securities of each subsidiary owned by the
registrant and by each subsidiary company.
Corporate charts of PECO and Unicom are being provided under
cover of Form SE as Exhibits A-1 and A-2.
EXHIBIT B. With respect to the registrant and each subsidiary company
thereof, furnish a copy of the charter, articles of
incorporation, trust agreement, voting trust agreement, or
other fundamental document of organization, and a copy of
its bylaws, rules, and regulations, or other instruments
corresponding thereto. If such documents do not set forth
fully the rights, priorities, and preferences of the
holders of each class of capital stock described in the
answer to Item 8(b) and those of the holders of any
warrants, options or other securities described in the
answer to Item 8(d), and of any limitations on such rights,
there shall also be included a copy of each certificate,
resolution, or other document establishing or defining such
rights and limitations. Each such document shall be in the
amended form effective at the date of filing the
registration statement or shall be accompanied by copies of
any amendments to it then in effect.
By permission of the Staff of the Commission, in lieu of
the exhibits required hereunder, the disclosure requirements
for Exhibit B have been limited to (i) the state of
incorporation for Exelon and each of its subsidiary companies;
(ii) a brief description of every subsidiary company of
Exelon; and (iii) a brief description of every subsidiary
company of Exelon including a statement as to whether each
such company is active or inactive. Such information is set
forth in Items 4 and 5 hereof.
EXHIBIT C.(a) With respect to each class of funded debt shown in the
answers to Items 8(a) and 8(c), submit a copy of the
indenture or other fundamental document defining the rights
of the holders of such security, and a copy of each contract
or other instrument evidencing the liability of the
registrant or a subsidiary company thereof as endorser or
guarantor of such security. Include a copy of each amendment
of such document and of each supplemental agreement,
executed in connection therewith. If there have been any
changes of trustees thereunder, such changes, unless
otherwise shown, should be indicated by notes on the
appropriate documents. No such indenture or other document
need be filed in connection with any such issue if the total
amount of securities that are now, or may at any time
hereafter, be issued and outstanding thereunder does not
exceed either $1,000,000 or an amount equal to 10% of the
total of the debit accounts shown on the most recent balance
sheet of the registrant or subsidiary company which issued
or guaranteed such securities or which is the owner of
property subject to the lien of such securities, whichever
of said sums is the lesser.
OMITTED BY PERMISSION OF THE STAFF OF THE COMMISSION.
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Page 32
(b) As to each outstanding and uncompleted contract or agreement
entered into by registrant or any subsidiary company thereof
relating to the acquisition of any securities, utility assets
(as defined in section 2(a)(18) of the Act), or any other
interest in any business, submit a copy of such contract or
agreement and submit details of any supplementary
understandings or arrangements that will assist in securing an
understanding of such transactions.
OMITTED BY PERMISSION OF THE STAFF OF THE COMMISSION.
EXHIBIT D. A consolidating statement of income and surplus of the
registrant and its subsidiary companies for its last fiscal
year ending prior to the date of filing this registration
statement, together with a consolidating balance sheet of the
registrant and its subsidiary companies as of the close of
such fiscal year.
The Pro Forma Financial Statements for Exelon Corporation as
filed in the Form 8-K/A dated on October 20, 2000 (File No.
1-16169) and filed on November 15,2000 are attached herewith
as Exhibit D-1.
EXHIBIT E. For each public utility company and natural gas producing and
pipe line property in the holding company system of the
registrant, furnish the following maps (properties of
associate companies operating in contiguous or nearby areas
may be shown on the same map, provided property and service
areas of each company are shown distinctively).
(1) Map showing service area in which electric service is furnished, indicating
the names of the companies serving contiguous areas.
(2) Electric system map showing location of electric property (exclusive of
local distribution lines) owned and/or operated, and information as
follows:
(a) Generating plants -- kind and capacity;
(b) Transmission lines -- voltage, number of circuits, kind of supports,
kind and size of conductors;
(c) Transmission substations -- capacity;
(d) Distribution substation -- capacity; and
(e) Points of interconnection with all other electric utility companies
and with all electrical enterprises operated by municipal or
governmental agencies, giving names of such companies and enterprises.
(3) Map showing service area in which gas service is furnished, indicating the
names of companies serving contiguous areas; and
(4) Gas system map showing location of gas property (exclusive of low pressure
local distribution lines) owned and/or operated, and information as
follows:
(a) Generating plants -- kind and daily capacity;
(b) Holders -- kind and capacity;
(c) Compressor stations -- capacity in horsepower;
(d) Transmission pipe lines -- size, approximate average transmission
pressure and the estimated daily delivery capacity of the system;
(e) Points of interconnection with all other private and public gas
utilities, pipe lines, or producing enterprises; giving names of such
companies and other enterprises; and
(f) General location and outline of gas producing and reserve areas and
diagrammatic location of gathering lines.
The maps required by this exhibit are being filed under cover of Form
SE.
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Page 33
EXHIBIT F. Furnish an accurate copy of each annual report for the last
fiscal year ending prior to the date of the filing of this
registration statement, which the registrant and each
subsidiary company thereof has previously submitted to its
stockholders. For companies for which no reports are submitted
the reason for omission should be indicated; provided that
electronic filers shall submit such reports in paper format
only under cover of Form SE.
Unicom's 1999 Annual Report to Shareholders has been provided
as Exhibit F-1 hereto. PECO's 1999 Annual Report to
Shareholders has been provided as Exhibit F-2 hereto. Unicom's
Annual Report on Form 10-K for the year ended December 31,
1999 (File No. 1-11375) and PECO's Annual Report on Form 10-K
for the year ended December 31, 1999 (File No. 1-1401), are
each incorporated by reference herein.
EXHIBIT G. Furnish a copy of each annual report that the registrant and
each public utility subsidiary company thereof shall have
filed with any State Commission having jurisdiction to
regulate public utility companies for the last fiscal year
ending prior to the date of filing this registration
statement. If any such company shall have filed similar
reports with more than one such State commission, the
registrant need file a copy of only one of such reports
provided that notation is made of such fact, giving the names
of the different commissions with which such report was filed,
and setting forth any differences between the copy submitted
and the copies filed with such other commissions. In the event
any company submits an annual report to the Federal Power
Commission but not to a State commission, a copy of such
report should be furnished. In the case of a registrant or any
public utility subsidiary company for which no report is
appended the reasons for such omission should be indicated
such as "No such reports required or filed;" provided that
electronic filers shall submit such reports in paper format
only under cover of Form SE.
1. 1999 Annual Report of Unicom on FERC Form 1 to the FERC
(filed herewith as Exhibit G-1 on Form SE).
2. 1999 Annual Report of PECO Energy on FERC Form 1 to the
FERC (filed herewith as Exhibit G-2 on Form SE).
3. 1999 Annual Report of Susquehanna Electric Company on
FERC Form 1 to the FERC (filed herewith as Exhibit G-3 on
Form SE).
4. 1999 Annual Report of ComEd of Indiana on FERC Form 1 to
the FERC (filed herewith as Exhibit G-4 on Form SE).
EXHIBIT H. Typical forms of service, sales, or construction contracts
described in answer to Item 18.
1. The form of the A1A is filed herewith as Exhibit H-1.
2. The form of the MSA is filed herewith as Exhibit H-2.
3. The form of the General Services Agreement is filed
herewith as Exhibit H-3.
4. Copies of affiliate arrangements for Services Other Than
at Cost were provided to the Staff in paper form on
September 18, 2000.
- --------------------------------------------------------------------------------
Page 34
This registration statement is comprised of:
(a) Pages numbered 1 to 90 consecutively.
(b) The following Exhibits: the Exhibits shown on the attached exhibit
index.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the registrant has caused this registration statement to be duly signed
on its behalf in the City of Chicago and State of Illinois on the 18th day of
January, 2001.
EXELON CORPORATION
By: /s/ Randall E. Mehrberg
-----------------------------
Name: Randall E. Mehrberg
Title: Senior Vice President
and General Counsel
Attest:
/s/ Scott N. Peters
- ---------------------
(Assistant Secretary)
VERIFICATION
State of Illinois
County of Cook
The undersigned being duly sworn deposes and says that he has duly executed the
attached registration statement dated January 18, 2001 for and on behalf of
Exelon Corporation; that he is the Senior Vice President and General
Counsel of such company; and that all action taken by stockholders, directors,
and other bodies necessary to authorize deponent to execute and file such
instrument has been taken. Deponent further says that he is familiar with such
instrument and the contents thereof, and that the facts therein set forth are
true to the best of his knowledge, information and belief.
/s/ Randall E. Mehrberg
-----------------------------
Subscribed and sworn to before me, a notary public
this 18th day of January, 2001
/s/ Mary L. Kwilos
- ------------------
My commission expires
October 26, 2001
- --------------------------------------------------------------------------------
Page 35
INDEX OF EXHIBITS
EXHIBIT NO. DESCRIPTION
A-1 Corporate chart of PECO (filed herewith on Form SE).
A-2 Corporate chart of Unicom (filed herewith on Form SE).
D-1 Pro Forma Financial Statements of Exelon Corporation as
filed in the Form 8-K Amendment on October 20, 2000.
E-1 Map of Gas Territory Served by PECO Energy Company (filed
herewith on Form SE).
E-2 Map of Electric Territory Served by PECO Energy Company
(filed herewith on Form SE).
E-3 Map of ComEd Territory Boundary (filed herewith on Form SE).
E-4 Map of ComEd Overhead Transmission Lines (filed herewith on
Form SE).
E-5 Map of PECO Energy Company Transmission System (filed
herewith on Form SE).
F-1 Unicom's 1999 Annual Report to Shareholders (filed herewith
on Form SE).
F-2 PECO's 1999 Annual Report to Shareholders (filed herewith on
Form SE).
G-1 1999 Annual Report of Unicom to the FERC (FERC Form 1)
(filed herewith on Form SE).
G-2 1999 Annual Report of PECO Energy to the FERC (FERC Form 1)
(filed herewith on Form SE).
G-3 1999 Annual Report of Susquehanna Electric Company to the
FERC (FERC Form 1) (Filed herewith on Form SE).
G-4 1999 Annual Report of ComEd of Indiana to the FERC (FERC
Form 1) (Filed herewith on Form SE).
H-1 ComEd Affiliated Interest Agreement
H-2 PECO Mutual Services Agreement
H-3 Exelon General Services Agreement
- --------------------------------------------------------------------------------
Page 36
EX-D-1
Pro Forma Financial Statements for Exelon Corporation
Unaudited Pro Forma Condensed Statement of Income
(Millions Except Per Share Data)
For the Nine Month Period Ended September 30, 2000
PECO
Energy
PECO Energy Prior to
PECO Transition Bond Merger
Energy Pro Forma Pro
As Filed Adjustments(1) Forma
-------- --------------- --------
Operating Revenues........................ $4,366 $-- $4,366
------ ---- ------
Operating Expenses
Fuel and Energy Interchange............. 1,515 -- 1,515
Operation and Maintenance............... 1,305 -- 1,305
Depreciation and Amortization........... 244 -- 244
Taxes Other Than Income Taxes........... 197 -- 197
------ ---- ------
Total Operating Expenses.............. 3,261 -- 3,261
------ ---- ------
Operating Income.......................... 1,105 -- 1,105
------ ---- ------
Other Income and Deductions
Interest Expense........................ (333) 31 (302)
Other, net.............................. 71 4 75
------ ---- ------
Total Other Income and Deductions..... (262) 35 (227)
------ ---- ------
Income Before Income Taxes and
Extraordinary Item....................... 843 35 878
Income Tax Expense........................ 316 14 330
------ ---- ------
Income Before Extraordinary Item.......... $ 527 $ 21 $ 548
====== ==== ======
Preferred Stock Dividends................. $ 8 $ (1) $ 7
====== ==== ======
Income Before Extraordinary Item per
Share.................................... $ 2.96
======
Income Before Extraordinary Item per
Share--Diluted........................... $ 2.94
======
Average Basic Shares Outstanding.......... 175.0
======
Average Diluted Shares Outstanding........ 176.0
======
See accompanying Notes to Unaudited Pro Forma Combined
Condensed Financial Statements
- --------------------------------------------------------------------------------
Page 37
Unaudited Pro Forma Combined Condensed Statement of Income
(Millions Except Per Share Data)
For the Nine Month Period Ended September 30, 2000
PECO
Energy
Prior to Unicom Merger
Merger as Pro Forma Exelon
Pro Forma Filed Adjustments Pro Forma
--------- ------ ----------- ---------
Operating Revenues................... $4,366 $5,686 $(42)(7) $10,010
Operating Expenses
Fuel and Energy Interchange........ 1,515 1,705 (42)(7) 3,178
Operation and Maintenance.......... 1,305 1,749 25 (6) 3,079
Depreciation and Amortization...... 244 832 (161)(6) 915
Goodwill Amortization.............. -- -- 86 (6) 86
Taxes Other Than Income Taxes...... 197 406 -- 603
------ ------ ----- -------
Total Operating Expenses......... 3,261 4,692 (92) 7,861
------ ------ ----- -------
Operating Income..................... 1,105 994 50 2,149
------ ------ ----- -------
Other Income and Deductions
Interest Expense................... (302) (412) -- (714)
Preferred and Preference Stock
Dividends......................... -- (25) (10)(8) (35)
Other, net......................... 75 119 (15)(6)
3 (8) 182
------ ------ ----- --------
Total Other Income and
Deductions...................... (227) (318) (22) (567)
------ ------ ----- --------
Income Before Income Taxes and
Extraordinary Item.................. 878 676 28 1,582
Income Tax Expense................... 330 167 60 (10) 557
------ ------ ----- --------
Income Before Extraordinary Item..... $ 548 $ 509 $ (32) $ 1,025
====== ====== ===== ========
Preferred Stock Dividends............ $ 7 $ (7)(8) $ --
====== ===== ========
Income Before Extraordinary Item per
Share............................... $ 2.82 $ 3.22
====== ======
Income Before Extraordinary Item per
Share--Diluted...................... $ 2.80 $ 3.20
====== ======
Average Basic Shares Outstanding..... 180.7 318.5 (5)
====== ======
Average Diluted Shares Outstanding... 181.9 320.6
====== ======
See accompanying Notes to Unaudited Pro Forma
Combined Condensed Financial Statements
- --------------------------------------------------------------------------------
Page 38
Unaudited Pro Forma Condensed Statement of Income
(Millions Except Per Share Data)
For the Year Ended December 31, 1999
PECO Energy PECO Energy
Securitization Prior to
PECO Energy Pro Forma Merger
As Filed Adjustments(1) Pro Forma
----------- -------------- -----------
Operating Revenues................... $5,437 $-- $5,437
------ ---- ------
Operating Expenses
Fuel and Energy Interchange........ 2,145 -- 2,145
Operation and Maintenance.......... 1,384 -- 1,384
Depreciation and Amortization...... 237 -- 237
Taxes Other Than Income Taxes...... 262 -- 262
------ ---- ------
Total Operating Expenses......... 4,028 -- 4,028
------ ---- ------
Operating Income..................... 1,409 -- 1,409
------ ---- ------
Other Income and Deductions
Interest Expense................... (396) (50) (446)
Other, net......................... (36) 12 (24)
------ ---- ------
Total Other Income and
Deductions...................... (432) (38) (470)
------ ---- ------
Income Before Income Taxes and
Extraordinary Item.................. 977 (38) 939
Income Tax Expense................... 358 (15) 343
------ ---- ------
Income Before Extraordinary Item..... $ 619 $(23) $ 596
====== ==== ======
Preferred Stock Dividends............ $ 12 $ (1) $ 11
====== ==== ======
Income Before Extraordinary Item per
Share............................... $ 3.10
======
Income Before Extraordinary Item per
Share--Diluted...................... $ 3.08
======
Average Basic Shares Outstanding..... 196.3
======
Average Diluted Shares Outstanding... 197.6
======
See accompanying Notes to Unaudited Pro Forma
Combined Condensed Financial Statements
- --------------------------------------------------------------------------------
Page 39
Unaudited Pro Forma Condensed Statement of Income
(Millions Except Per Share Data)
For the Year Ended December 31, 1999
Unicom Unicom Unicom
Fossil Sale Securitization Prior to
Unicom Pro Forma Pro Forma Merger
As Filed Adjustments(2) Adjustments(3) Pro Forma
-------- ------------- -------------- ---------
Operating Revenues $6,848 $ -- $ -- $6,848
------ ----- ----- ------
Operating Expenses
Fuel and Energy
Interchange............. 1,549 257 -- 1,806
Operation and
Maintenance............. 2,428 (271) -- 2,157
Depreciation and
Amortization............ 843 26 113 982
Taxes Other Than Income
Taxes................... 508 (16) -- 492
------ ----- ----- ------
Total Operating
Expenses.............. 5,328 (4) 113 5,437
------ ----- ----- ------
Operating Income........... 1,520 4 (113) 1,411
------ ----- ----- ------
Other Income and Deductions
Interest Expense......... (564) -- 20 (544)
Preferred and Preference
Stock Dividends......... (53) -- 10 (43)
Other, net............... 1 -- -- 1
------ ----- ----- ------
Total Other Income and
Deductions............ (616) -- 30 (586)
------ ----- ----- ------
Income Before Income Taxes
and Extraordinary Item.... 904 4 (83) 825
Income Tax Expense......... 307 4 (37) 274
------ ----- ----- ------
Income Before Extraordinary
Item...................... $ 597 $ -- $ (46) $ 551
====== ===== ===== ======
Income Before Extraordinary
Item per Share............ $ 2.75
======
Income Before Extraordinary
Item per Share--Diluted... $ 2.74
======
Average Basic Shares
Outstanding............... 217.3
======
Average Diluted Shares
Outstanding............... 218.1
======
See accompanying Notes to Unaudited Pro Forma
Combined Condensed Financial Statements
- --------------------------------------------------------------------------------
Page 40
Unaudited Pro Forma Combined Condensed Statement of Income
(Millions Except Per Share Data)
For the Year Ended December 31, 1999
PECO Energy Unicom
Prior to Prior to Merger
Merger Merger Pro Forma Exelon
Pro Forma Pro Forma Adjustments Pro Forma
----------- --------- ----------- ---------
Operating Revenues.......... $5,437 $6,848 $(60)(7) $12,225
------ ------ ---- -------
Operating Expenses
Fuel and Energy
Interchange.............. 2,145 1,806 (60)(7) 3,891
Operation and
Maintenance.............. 1,384 2,157 36 (6) 3,577
Depreciation and
Amortization............. 237 982 (427)(6) 792
Goodwill Amortization..... -- -- 115 (6) 115
Taxes Other Than Income
Taxes.................... 262 492 -- 754
------ ------ ---- -------
Total Operating
Expenses............... 4,028 5,437 (336) 9,129
------ ------ ---- -------
Operating Income............ 1,409 1,411 276 3,096
------ ------ ---- -------
Other Income and Deductions
Interest Expense.......... (446) (544) (990)
Preferred and Preference
Stock Dividends.......... -- (43) (20)(8) (63)
Other, net................ (24) 1 (20)(6)
9 (8) (34)
------ ------ ---- -------
Total Other Income and
Deductions............. (470) (586) (31) (1,087)
------ ------ ---- -------
Income Before Income Taxes
and Extraordinary Item..... 939 825 245 2,009
Income Tax Expense.......... 343 274 163(10) 780
------ ------ ---- -------
Income Before Extraordinary
Item....................... $ 596 $ 551 $ 82 $ 1,229
====== ====== ==== =======
Preferred Stock Dividends... $ 11 $ -- $(11)(8) $ --
====== ====== ==== =======
Income Before Extraordinary
Item per Share............. $ 3.86
=======
Income Before Extraordinary
Item per Share--Diluted.... $ 3.83
=======
Average Basic Shares
Outstanding................ 318.5 (5)
=======
Average Diluted Shares
Outstanding................ 320.6
=======
See accompanying Notes to Unaudited Pro Forma
Combined Condensed Financial Statements
- --------------------------------------------------------------------------------
Page 41
Unaudited Pro Forma Combined Condensed Balance Sheet
(In millions)
As of September 30, 2000
PECO Energy Unicom Merger Exelon
As As Pro Forma Pro Forma
Filed Filed Adjustments Balance
----------- ------- ----------- ---------
ASSETS
Utility Plant, net ........... $ 5,196 $12,436 $ (4,817)(6) $12,815
Current Assets
Cash and Temporary Cash
Investments................ 169 1,056 (40)(9) 1,185
Accounts Receivable, net.... 776 1,445 -- 2,221
Inventories, at average
cost....................... 232 258 -- 490
Other Current Assets........ 180 2,189 84(6) 2,453
------- ------- -------- -------
1,357 4,948 44 6,349
------- ------- -------- -------
Deferred Debits and Other
Assets
Regulatory Assets........... 6,016 1,527 -- 7,543
Goodwill.................... 192 78 4,586 (6) 4,856
Investments and Other
Property, net.............. 722 3,524 -- 4,246
Other....................... 184 70 38 (6) 292
------- ------- -------- -------
7,114 5,199 4,624 16,937
------- ------- -------- -------
Total..................... $13,667 $22,583 $ (149) $36,101
======= ======= ======== =======
CAPITALIZATION AND LIABILITIES
Capitalization
Common Stock Equity......... $ 1,727 $ 3,701 $ (510)(4)
(2,300)(6)
4,586 (6)
(40)(9) $ 7,164
Preferred and Preference
Stock...................... 174 -- -- 174
Company Obligated
Mandatorily
Redeemable Preferred
Securities................. 128 350 (21)(6) 457
Long-Term Debt.............. 6,252 7,134 (70)(6)
510 (4) 13,826
------- ------- -------- -------
8,281 11,185 2,155 21,621
------- ------- -------- -------
Current Liabilities
Notes Payable, Bank......... 284 1,478 -- 1,762
Accounts Payable............ 308 929 -- 1,237
Other Current Liabilities... 938 979 -- 1,917
------- ------- -------- -------
1,530 3,386 -- 4,916
------- ------- -------- -------
- --------------------------------------------------------------------------------
Page 42
Deferred Credits and Other
Liabilities
Deferred Income Taxes....... 2,444 3,452 (1,533)(6) 4,363
Unamortized Investment Tax
Credits.................... 275 462 (402)(6) 335
Nuclear Decommissioning
Liability For Retired
Plants..................... -- 1,288 -- 1,288
Other....................... 1,137 2,810 (369)(6) 3,578
------- ------- -------- -------
3,856 8,012 (2,304) 9,564
------- ------- -------- -------
Total..................... $13,667 $22,583 $ (149) $36,101
======= ======= ======== =======
See accompanying Notes to Unaudited Pro Forma
Combined Condensed Financial Statements
- --------------------------------------------------------------------------------
Page 43
Notes to Unaudited Pro Forma Combined Condensed Financial Statements
1. PECO Energy used a portion of the proceeds from the securitization of its
stranded costs to repurchase common stock in order to achieve the number of
shares outstanding that were contemplated in the merger agreement. All
share repurchases are reflected in the historical balance sheet presented
herein. The effects of the use of proceeds from the securitization of
stranded costs by PECO Energy on the pro forma combined condensed
statements of income were as follows (in million):
Year Ended Nine Months Ended
December 31, 1999 September 30, 2000
----------------- ------------------
Transition Bond Interest Expense... $318 $240
Interest Savings Associated with
Higher Cost Debt that was
Repurchased....................... (159) (120)
Transition Bond Interest Expense
Included In Historical Interest
Expense........................... (192) (216)
Interest Savings Included in
Historical Interest Expense....... 83 65
---- ----
$ 50 $(31)
==== ====
PECO Energy Obligated Mandatorily
Redeemable Preferred Securities
($221 million @ 9%)............... $(20) $(15)
Interest Savings Included in
Historical Financial Statements... 8 11
---- ----
$(12) $ (4)
==== ====
PECO Preferred Stock Dividends
($37 million @ 6.12%)............. $ (2) $ (2)
PECO Preferred Stock Dividend
Savings Included in Historical
Financial Statements.............. 1 1
---- ----
$ (1) $ (1)
==== ====
2. The Unicom fossil sale Pro Forma Adjustments for the combined condensed
statement of income for the Year Ended December 31, 1999 reflect the
continuing impact of the sale of ComEd's fossil generating plants which was
completed in December 1999.
o Fuel and Energy Interchange: Reflects the elimination of fossil fuel
expense and the replacement impact of purchasing power under the power
purchase agreements entered into with the purchaser of the fossil
assets at the time of the fossil sale, as provided below (in
millions):
Fossil Fuel Expense.......................... $(616)
Energy Interchange Expense................... 873
-----
Total........................................ $ 257
=====
- --------------------------------------------------------------------------------
Page 44
o Operation and Maintenance: Reflects the elimination of the fossil
generating plants operation and maintenance expenses.
o Depreciation and Amortization: Reflects the following (in millions):
Elimination of Fossil Plant Depreciation............ $ (73)
Additional Amortization of Regulatory Assets........ 99
-----
Total............................................. $ 26
=====
The Unicom pro forma adjustments reflecting the sale of ComEd's fossil
generating plants include increased regulatory asset amortization because
those adjustments on a prior-to-merger, pro forma basis would result in
ComEd's earnings exceeding the earnings cap provision of the Illinois
Public Utilities Act.
o Taxes Other Than Income Taxes: Reflects the elimination of real estate
and payroll taxes related to the ownership of the fossil plants.
The pro forma adjustments do not reflect the income effects of the
reinvestment of cash proceeds received from the fossil sale.
3. Reflects Unicom's purchase, at prevailing market prices, of approximately
26.3 million shares of Unicom common stock that were subject to certain
forward purchase contracts at December 31, 1999. During 1999, Unicom
entered into forward purchase arrangements with financial institutions for
the repurchase of approximately 26.3 million shares of Unicom common stock.
The repurchase arrangements were settled in January 2000 on a physical
(i.e. shares) basis. Effective January 2000, the share repurchases have
reduced outstanding shares and common stock equity. Prior to the
settlement, the repurchase arrangements were recorded as a receivable on
the Consolidated Balance Sheet of Unicom based on the aggregate market
value of the shares deliverable under the arrangements.
In addition, reflects adjustments to net interest expense and preferred and
preference stock dividends related to the use of securitization proceeds as
follows (in millions):
Pro forma adjustment to eliminate historical
interest expense associated with higher cost
debt that was repurchased........................................ $(20)
Pro forma adjustment to eliminate historical
dividend provisions associated with higher cost
preferred and preference stock that was repurchased.............. $(10)
The Unicom Securitization pro forma adjustments include increased
regulatory asset amortization of $113 million because those adjustments on
a prior-to-merger, pro forma basis would result in ComEd's earnings
exceeding the earnings cap provision of the Illinois Public Utilities Act.
4. Reflects the payment of the cash portion of the merger consideration to
Unicom common shareholders.
- --------------------------------------------------------------------------------
Page 45
5. Reflects issuance of Exelon shares in exchange for PECO Energy and Unicom
common stock net of shares which were repurchased by PECO Energy and Unicom
as follows:
PECO Pro Forma
Energy Unicom Exelon
------- ------- ---------
(Shares in 000's)
Actual shares outstanding at September 30,
2000..................................... 170,523 169,367
Shares repurchased-Note (9)............... -- (730)
Shares issued pursuant to stock
option exercises ....................... -- 463
------- -------
Remaining shares to be exchanged.......... 170,523 169,100
Exchange factor........................... 1.0 .875
------- -------
Remaining shares to be exchanged.......... 170,523 147,963 318,486
======= ======= =======
6. Reflects the recognition of goodwill equal to the excess of the purchase
price including estimated transaction costs and stock-based compensation
costs resulting from the merger over the estimated net fair value of the
assets acquired and liabilities assumed of Unicom. The adjustment assumes
total purchase consideration equal to cash of approximately $510 million,
approximately 148 million shares of Exelon Common Stock at a price of
$35.89 based on the average closing price of PECO Energy Common Stock
between January 3 and 12, 2000 and stock-based compensation cost for
certain Unicom employees. PECO Energy's transaction costs of approximately
$33 million represent the estimated costs to be incurred for the merger
that meet the requirements for inclusion in the purchase price. Goodwill
for the balance sheet presented is based on the following calculation
(dollars in millions, except per share data):
Cash Consideration (Note 4).................... $510
Common Share Consideration:
Unicom shares converted..................... 169,100
Conversion rate............................. .875
----------
Exelon Shares Issued........................ 147,963
Exchange price.............................. $ 35.89
----------
Total Common Share Consideration...................... 5,310
Transaction Costs........................................... 33
Stock-based Compensation Costs for Certain Unicom Employees 94
------
Purchase Price.............................................. 5,947
Less: Book value of Unicom's Pro Forma net assets
as of September 30, 2000.................................... 3,661
------
Subtotal.................................................... 2,286
Increase (decrease) to goodwill for estimated fair value
adjustments to the following assets acquired and liabilities
assumed:
Utility Plant $ 4,817
Deferred Income Taxes (1,533)
Unamortized Investment Tax Credits (402)
Deferred Credits (369)
Long-Term Debt (including COMPRS) (91)
Other (122)
----------
Net Fair Value adjustment................................... 2,300
------
Goodwill.................................................... $4,586
======
- --------------------------------------------------------------------------------
Page 46
Utility Plant: Primarily reflects the estimated fair value analyses of
ComEd's nuclear stations based on discounted cash flows and independent
appraisals. The $4.8 billion reduction to utility plant is estimated to
reduce nuclear depreciation expense by approximately $215 million annually.
Deferred Income Taxes: Represents the tax effect of purchase accounting
adjustments described above, except for goodwill.
Unamortized Investment Tax Credits: Represents the adjustment of ComEd's
nuclear plant investment tax credits to fair value. This adjustment is
estimated to reduce the amortization of the investment tax credits by
approximately $26 million annually.
Deferred Credits: Primarily reflects elimination of unrecognized net
actuarial gains, prior service costs and transition obligations related to
pension benefits and post-retirement obligations at September 30, 2000.
Final allocation amounts may differ primarily as a result of discount rates
at the time of closing and the final determination of severed employees.
The adjustments are estimated to increase pension benefits and
post-retirement benefit expense by approximately $16 million, annually.
Long-Term Debt: Represents the adjustment of long-term debt including
transitional trust notes and Company Obligated Mandatorily Redeemable
Preferred Securities to fair value at September 30, 2000. The final fair
value determination will be based on prevailing market interest rates at
the time of closing. The adjustment is estimated to increase expense by
approximately of $20 million in the first year, declining in subsequent
years.
Other: Represents miscellaneous estimated fair value adjustments including
stock-based compensation costs for certain Unicom employees not included in
the purchase price and emission allowances. These adjustments are estimated
to increase operating expenses by approximately $20 million in each of the
first two years.
Goodwill: Represents additional goodwill resulting from the estimated
adjustments reflected above, to be amortized over 40 years.
The Merger Pro Forma Adjustments for the combined condensed statement of
income for the year ended December 31, 1999, as a result of the increased
merger pro forma common stock equity balance, include a reversal of the
increased regulatory asset amortization related to the Unicom pro forma
adjustments discussed in Notes 2 and 3, of $99 million and $113 million,
respectively.
7. Reflects the elimination of purchased power and off-system sales
transactions between PECO Energy and Unicom.
8. Reflects the reclassification of PECO Energy preferred stock dividends and
interest on PECO Energy obligated mandatorily redeemable preferred
securities for consistent presentation.
9. Reflects the repurchase of approximately $40 million of Unicom's
outstanding common shares prior to closing. Through September 30, 2000,
Unicom repurchased approximately $960 million of the $1.0 billion common
share repurchase required by the merger agreement.
10. Reflects investment tax credit amortization and the tax effect of purchase
accounting adjustments described above, except for goodwill amortization
and preferred stock dividends.
- --------------------------------------------------------------------------------
Page 47
EX-H-1
Affiliated Interest Agreement
AFFILIATED INTERESTS AGREEMENT
Dated as of December 4, 1995
Among
Unicom Corporation
Commonwealth Edison Company
And
Each of the Entities Identified on Exhibit A Hereto
- --------------------------------------------------------------------------------
Page 48
ARTICLE I
Definitions and Interpretation ................................................... 1
Section 1.1. Definitions .............................................................................. 1
Section 1.2. Purpose and Intent; Interpretation ....................................................... 2
ARTICLE II
Use of Facilities and Services ................................................... 3
Section 2.1. Facilities ............................................................................... 3
Section 2.2. Services.................................................................................. 3
Section 2.3. Joint Purchasing ......................................................................... 4
Section 2.4. Cash Management .......................................................................... 5
Section 2.5. Tax Sharing .............................................................................. 5
Section 2.6. Agreements, Etc. ......................................................................... 5
ARTICLE III
Asset Sales ........................................................... 6
Section 3.1. Real Property Transfers .................................................................. 6
Section 3.2 Tangible Personal Property ............................................................... 6
Section 3.3. Intangible Assets ........................................................................ 6
Section 3.4. Unicom Stock ............................................................................. 6
Section 3.5. Agreements, Etc. ......................................................................... 6
ARTICLE IV
Charges: Payment ......................................................... 7
Section 4.1. Charges .................................................................................. 7
Section 4.2. Accounting ............................................................................... 7
Section 4.3. Invoicing, Payment ....................................................................... 8
ARTICLE V
Cost Apportionment Methodology .................................................. 9
Section 5.1. General Principles ....................................................................... 9
Section 5.2. Fully Distributed Costs .................................................................. 10
Section 5.3. Costs Charged to/from Unicom ............................................................. 13
ARTICLE VI
Limitations of Liability ..................................................... 14
Section 6.1. No Warranties For Facilities or Services ................................................. 14
Section 6.2. Limited Warranties For Asset Sales ....................................................... 15
Section 6.3. No Partnership ........................................................................... 15
Section 6.4. No Third Party Beneficiaries ............................................................. 15
i
- ------------------------------------------------------------------------------------------------------------------
Page 49
ARTICLE VII
Term ............................................................... 15
Section 7.1 Term ..................................................................................... 15
Section 7.2. Termination .............................................................................. 16
Section 7.3. Tax Sharing Agreement .................................................................... 16
ARTICLE VIII
Confidential Information ..................................................... 16
ARTICLE IX
Miscellaneous .......................................................... 17
Section 9.1. Entire Agreement; Amendments ............................................................. 17
Section 9.2. New Parties .............................................................................. 17
Section 9.3. Assignment ............................................................................... 17
Section 9.4. Access to Records ........................................................................ 17
Section 9.5. Partial Invalidity ....................................................................... 18
Section 9.6. Waiver ................................................................................... 18
Section 9.7. Governing Law ............................................................................ 18
ii
- ------------------------------------------------------------------------------------------------------------------
Page 50
AFFILIATED INTERESTS AGREEMENT
THIS AFFILIATED INTERESTS AGREEMENT (this "Agreement") is made and
entered into as of the 4th day of December, 1995, among Unicom Corporation, an
Illinois corporation ("Unicom"), Commonwealth Edison Company, an Illinois
corporation ("ComEd"), and each of the entities identified on Exhibit A hereto,
as such Exhibit A may be amended from time to time in accordance with the
provisions of this Agreement.
W I T N E S S E T H:
WHEREAS, the parties are related by virtue of common ownership,
directly or indirectly, of their equity securities by Unicom; and
WHEREAS, the parties believe that the central management of certain
services, the provisions to each other of certain services and facilities, and
the transfer of certain property are or may be efficient and cost-effective, and
the parties desire to make provision for these and other transactions as between
ComEd and a Unicom Entity or Entities;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties hereby agree as follows:
ARTICLE I
Definitions and Interpretation
Section 1.1. Definitions. As used in this Agreement, the following
terms shall have the respective meanings set for the below unless the context
otherwise requires:
"Acquiring Party" means a Party who desires to acquire real
property, interests in real property, tangible personal property or
Intangible Assets from a Selling party.
"ICC" means the Illinois Commerce Commission.
"Intangible Assets" mean, for the purposes of this Agreement,
items for which costs have been incurred to create future economic
benefits that have not been recorded as assets on the Selling party's
financial statements. Intangible Assets include, but are not limited
to, operational activities or intellectual property derived from
internal research and development efforts.
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"Investment Guidelines" means the investment guidelines
attached hereto as Exhibit B, as such Exhibit may be amended from time
to time with the approval of the ICC.
"Party" means each, and "Parties" means all, of the entities
who are from time to time a party to this Agreement.
"Provider" means a Party who has been requested to, and who is
able and willing to, furnish facilities, provide services or both to a
Requestor under the terms of this Agreement.
"Requestor" means a Party who desires to use facilities,
receive services or both, and has requested another Party to furnish
such facilities, provide such services or both.
"Selling Party" means a Party who is willing to sell and
transfer real property, interests in real property, tangible personal
property of Intangible Assets to an Acquiring Party.
"Tax Sharing Agreement" means the Unicom Group Income Tax
Allocation Agreement attached to this Agreement as Exhibit C, as such
Exhibit may be amended from time to time with the approval of the ICC.
"Unicom Entity" means any of Unicom and the entities
identified on Exhibit A.
Section 1.2. Purpose of Intent; Interpretation. (a) The purposes and
intent of this Agreement are to set forth procedures and policies to govern (i)
transactions between a Unicom Entity and ComEd, whether such transactions occur
directly or indirectly as the end result of a series of related transactions and
(ii) the allocation of certain joint service costs. It is not intended to govern
transactions between Unicom Entities, although such entities may elect to apply
the provisions of this Agreement to specific transactions, or to govern
transactions between ComEd and its subsidiaries. This Agreement shall be
interpreted in accordance with such purposes and intent.
(b) The headings of Articles and Sections contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. References to Articles, Sections and Exhibits
refer to articles, sections and exhibits of this Agreement unless otherwise
stated. Words such as "herein", "hereinafter", "hereof", "hereto", "hereby" and
"hereunder", and words of like import, unless the context requires otherwise,
refer to this Agreement (including the Exhibits hereto).
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ARTICLE II
Use of Facilities and Services
Section 2.1. Facilities. Upon the terms and subject to the conditions
of this Agreement, a Requestor may request a Provider or Providers to make
available or provide, and, subject to the provisos at the end of this Section,
such Provider or Providers shall make available or provide to such Requestor,
the use of:
(a) facilities, including, without limitation, office space,
warehouse and storage space, transportation facilities (including,
without limitation, dock and port facilities, rail sidings and truck
facilities), repair facilities, manufacturing and production
facilities, fixtures and office furniture and equipment;
(b) computer equipment (both stand-alone and mainframe) and
networks, peripheral devices, storage media, and software;
(c) communications equipment, including, without limitation,
audio and video equipment, radio equipment, telecommunications
equipment and networks, and transmission and switching capability;
(d) vehicles, including, without limitation, automobiles,
trucks, vans, trailers, railcars, marine vessels, transport equipment,
material handling equipment and construction equipment; and
(e) machinery, equipment, tools, parts and supplies;
provided, however, that a Provider shall have no obligation to provide any of
the foregoing to the extent that such item or items are not available (either
because such Provider does not possess the item or the item is otherwise being
used); and provided further, it is understood that a Provider has sole
discretion in scheduling the use by a Requestor of facilities, equipment or
capabilities so as to avoid interference with such Provider's operations.
Section 2.2. Services. Upon the terms and subject to the conditions of
this Agreement, a Requestor may request a Provider or Providers to provide, and,
subject to the provisos at the end of this Section, such Provider or Providers
shall provide to such Requestor:
(a) Administrative and management services, including, without
limitation, accounting (including, without limitation, bookkeeping,
billing, accounts receivable administration and accounts payable
administration, and financial reporting); audit; executive; finance;
insurance; information systems services;
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investment advisory services; legal; library; record keeping;
secretarial and other general office support; real estate management;
security holder services; tax; treasury; and other administrative and
management services;
(b) personnel services, including, without limitation,
recruiting; training and evaluation services; payroll processing;
employee benefits administration and processing; labor negotiations and
management; and related services;
(c) purchasing services, including, without limitation,
preparation and analysis of product specifications, requests for
proposals and similar solicitations; vendor and vendor-product
evaluations; purchase order processing; receipt, handling, warehousing
and disbursement of purchased items; contract negotiation and
administration; inventory management and disbursement; and similar
services; and
(d) operational services, including, without limitation,
drafting and technical specification development and evaluation;
consulting; engineering; environmental; nuclear; construction; design;
resource planning; economic and strategic analysis; research; testing;
training; customer solicitation, support and other marketing related
services; public and governmental relations; and other operational
services;
provided, however, that a Provider shall have no obligation to provide any of
the foregoing to the extent that it is not capable of providing such service
(either because such Provider does not have personnel capable of providing the
requested service or the service is otherwise being used); and provided further,
it is understood that a Provider has sole discretion in scheduling the use by a
Requestor of services so as to avoid interference with such Provider's
operations.
Section 2.3. Joint Purchasing. A party may also request that another
Party or Parties enter into arrangements to effect the joint purchase of goods
or services from third parties; provided, however, that if ComEd is so requested
to enter into or to participate in such arrangements, it shall do so only if its
fully distributed cost for such goods or services is not thereby increased; and
provided further, that no Party shall be required to purchase a service which it
is otherwise capable of providing or obtaining. In the event that any such
arrangements are established, one Party may be designated as, or serve as, agent
for the other Parties to the arrangement and may administer the arrangement
(including billing and collecting amounts due the vendor(s)) for the other
Parties.
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Section 2.4. Cash Management. The Parties may enter into one or more
arrangements providing for the central collection, management, investment and
disbursement of cash by a Party. If such an arrangement is established, then:
(a) the Parties participating in such arrangement shall
establish appropriate intercompany accounts to track the amount of cash
transferred and/or received by each Party to such arrangement and the
pro rata portion of the earnings received by each such party from the
investment of cash;
(b) the Party responsible under the arrangement for the
management and investment of such cash shall establish a separate
account or accounts for such purpose, which account(s) and the records
associated therewith shall clearly indicate that other Parties have an
interest in said account(s) and the proceeds thereof and shall not be
subject to set-off by the bank or other institution holding the same
except to the limited extent of expenses arising from the management,
handling and investment of the account(s); and
(c) if and to the extent that an account contains cash
received from ComEd, such account may be invested, and reinvested, in
the investments described in the Investment Guidelines, subject,
however, to the need to maintain suitable liquidity in such account in
order to meet the cash needs of the Parties participating in the
arrangement; it being understood that the Investment Guidelines shall
not be the exclusive means by which cash of Parties other than ComEd
may be invested.
Section 2.5. Tax Sharing. Each Party who is eligible to be included in
a consolidated tax return filing by Unicom shall, by virtue of this Section 2.5,
be deemed a party to, and shall observe and comply with the provisions of, the
Tax Sharing Agreement.
Section 2.6. Agreements, Etc. A Provider and Requestor may evidence
their agreement with respect to the availability, provision or use of the
facilities, services and activities described in this Article II by entering
into an agreement, lease, license or other written memorandum or evidence;
provided such agreement, lease, license or other written memorandum or evidence
shall not contain terms inconsistent with this Agreement; and further provided
that this Section 2.6 shall not be deemed to require any such agreement, lease,
license or other written memorandum or evidence.
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ARTICLE III
Asset Sales
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Section 3.1. Real Property Transfers. Upon the terms and subject to the
conditions of this Agreement, an Acquiring Party may purchase from a Selling
Party, and the Selling Party may sell to the Acquiring party, real property or
interests in real property; provided, however, that the value of the real
property or interests in the real property proposed to be transferred (as such
value is determined in accordance with Section 5.1(a)) shall not exceed
$300,000(amendment 1) without approval of the specific agreement by the ICC.
Section 3.2. Tangible Personal Property. Upon the terms and subject to
the conditions of this Agreement, an Acquiring Party may purchase from a Selling
Party, and the Selling Party may sell to the Acquiring Party, tangible personal
property; provided, however, that the value of the tangible personal property
proposed to be transferred (as such value is determined in accordance with
Section 5.1(a)) shall not exceed $300,000 without approval of the specific
agreement by the ICC (it being understood that the foregoing limitation shall
not apply to the transfer of tangible personal property by ComEd which is not
necessary or useful to ComEd in the performance of its duties to the public);
and provided further, that this Section 3.2 shall not apply to joint purchasing
arrangements (and the transactions thereunder) entered into pursuant to Section
2.3 of this Agreement.
Section 3.3. Intangible Assets. Subject to approval by the ICC of the
specific agreement, an Acquiring Party may enter into an agreement with a
Selling Party to purchase, and the Acquiring Party may purchase from the Selling
Party and the Selling Party may sell to the Acquiring Party pursuant to such
agreement, Intangible Assets. Any such Intangible Assets shall be valued in
accordance with Section 5.1(c).
Section 3.4. Unicom Stock. Upon the terms and subject to the conditions
of this Agreement, Unicom may issue and sell to ComEd shares of Unicom's Common
Stock for the sole purpose of enabling ComEd to meet its obligations to its
directors and employees in respect of compensation (it being understood that
ComEd would cause any shares so purchased and received to be reissued to such
directors or employees in payment of such compensation obligations).
Section 3.5. Agreements, Etc. An Acquiring Party and a Selling Party
may evidence their agreement with respect to the sale of real property and/or
tangible personal property described in Sections 3.1 or 3.2 by entering into an
agreement or other written
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memorandum or evidence; provided such agreement or other written memorandum or
evidence shall not contain terms inconsistent with this Agreement; and further
provided that this Section 3.5 shall not be deemed to require any such agreement
or other written memorandum or evidence.
ARTICLE IV
Charges; Payment
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Section 4.1. Charges. (a) Charges for the use of facilities, equipment,
capabilities or services under Sections 2.1 and 2.2 shall be determined in
accordance with Section 5.1(b); charges for assets sold and transferred under
Sections 3.1, 3.2 and 3.4 shall be determined in accordance with the provisions
of Section 5.1(a); and charges for assets sold and transferred under Section 3.3
shall be determined in accordance with the provisions of Section 5.1(c). By
requesting the use of facilities, equipment, capabilities and/or services, a
Requestor shall be deemed to have agreed to pay, and shall pay, to the Provider
or Providers the charge determined therefor in accordance with Section 5.1(b).
By acquiring real property, interests therein, tangible personal property or
Intangible Assets in accordance with the provisions of Article III, an Acquiring
Party shall be deemed to have agreed to pay, and shall pay, to the Selling Party
the charge determined therefor in accordance with Section 5.1(a) or, in the case
of Intangible Assets, Section 5.1(c).
(b) Charges related to arrangements under Section 2.3 for the joint
purchase of goods or services shall be determined in accordance with Section
5.1(a), in the case of asset transfers, and Section 5.1(b), in the case of
services and overhead, administrative and other costs.
(c) Charges of third parties related to the establishment and operation
of any account or accounts established under Section 2.4 and the investment of
the proceeds, and the earnings resulting from the investment thereof, shall be
allocated to the Parties participating therein based upon the daily balance of
cash maintained by each Party in such account or accounts. Charges related to
the administration of the account by a Party's personnel shall be determined in
accordance with Section 5.1(b).
Section 4.2. Accounting. Each Party shall maintain adequate books and
records with respect to the transactions subject to this Agreement and shall
establish unique function numbers in its general ledger system which shall be
used to record the costs to be apportioned to the other Parties. Each Party
shall be responsible for maintaining internal controls to ensure the costs
associated with transactions covered by this Agreement are properly and
consistently allocated and billed in accordance with the terms and provisions of
this Agreement.
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Section 4.3. Invoicing, Payment. Invoicing and payment for the
facilities and services specified in Article II, the asset sales specified in
Article III or the joint services costs specified in Section 5.3(a) shall be as
follows:
(a) for the use of facilities, equipment or capabilities
specified in Section 2.1 or the provision of services specified in
Section 2.2, a Provider shall invoice the Requestor on a monthly basis
for the charges therefor as provided in Section 4.1(a), and such
invoices shall be payable within thirty days of receipt;
(b) for joint purchasing arrangements specified in Section
2.3, a party participating in any such arrangement shall be invoiced
for charges as provided in Section 4.1(b), which invoices will be
payable according to the terms set by the vendor(s) providing the
purchased goods or services, or if a Party has been selected to
administer such arrangement, pursuant to invoices rendered by such
Party or the vendor of the good or services, which invoices will be
payable no later than thirty days after receipt;
(c) for cash management activities under Section 2.4, (i) the
party responsible for administering the activities shall invoice the
other participating Parties for the charges therefor as provided in
Section 4.1(c), which invoices shall be payable within thirty days of
receipt, or (ii) the charges for such activities may be offset against
the cash amounts held thereunder, provided a written statement of such
charges and the amount of the offset is provided to the participating
Parties monthly;
(d) for the tax sharing arrangement specified in Section 2.5,
charges and payments shall be made as provided in the Tax Sharing
Agreement;
(e) for the sale of real property or interests in real
property specified in Section 3.1, the Acquiring Party shall pay the
charges therefor as provided in Section 4.1(a) to the Selling Party
upon the closing of the sale and transfer of such real property or
interests therein;
(f) for the sale of tangible personal property specified in
Section 3.2, the Selling Party shall invoice the Acquiring Party for
the charges therefor as provided in Section 4.1(a), and such invoices
shall be payable within thirty days of receipt;
(g) for the transfer of Unicom Common Stock specified in
Section 3.4, ComEd shall pay the charges therefor as provided in
Section 4.1(a) and such
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payment shall be made to Unicom concurrently with the issuance and
delivery of the shares of such stock; and
(h) for joint service costs under Section 5.3(a), Unicom shall
invoice the other Parties for such costs as provided in Section 5.3(c),
and such invoices shall be payable within thirty days of receipt.
Late payments shall bear interest at a rate per annum equal to the rate of
interest announced from time to time by The First National Bank of Chicago as
its "corporate base rate," and such interest shall be based on the period of
time that the payment is late.
ARTICLE V
Cost Apportionment Methodology
Section 5.1. General Principles. The following general principles shall
be used in setting charges for transactions between ComEd and Unicom Entities:
(a) Sales of Assets. Asset sales between ComEd and a Unicom
Entity shall be charged by the Selling Party to the Acquiring Party at:
(i) the fair market value of the transferred asset, as evidenced by (1)
the prevailing price for which the same or similar assets are offered
for sale to the general public by the Selling Party (e.g., for ComEd,
the tariffed charge or other pricing mechanism approved by the ICC) or,
if no such prevailing price exists, (2) the price at which
nonaffiliated vendors offer the same or similar assets for sale by
reference to quoted market prices, independent appraisals or other
objectively determinable evidence or, if no such fair market value is
objectively or practicably determinable, (ii) the historical cost of
the asset to the Selling Party, less all applicable valuation reserves.
(b) Use of Facilities or Services.
(i) Facilities or services provided by ComEd to a
Unicom Entity shall be charged by the Provider to the
Requestor at: (1) the prevailing price for which the facility
or service is provided for sale to the general public by the
Provider (i.e., the tariffed rate or other pricing mechanism
approved by the ICC) or, if no such prevailing price exists,
(2) the fully distributed cost (determined as provided in
Section 5.2) incurred by the Provider in providing such
facility or service to the Requestor.
(ii) Facilities or services provided by a Unicom
Entity to ComEd shall be charged by the Provider to the
Requestor at: (1) the prevailing price for which the facility
or service is provided for sale to the general public by
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the Provider (i.e., the price charged to nonaffiliates if such
transactions with nonaffiliates constitute a substantial
portion of such Unicom Entity's total revenues from such
transactions) or, if no such prevailing price exists, (2) an
amount not to exceed the fully distributed cost (determined as
provided in Section 5.2) incurred in providing such facility
or service.
(c) Sales of Intangible Assets. Intangible Asset sales between
ComEd and a Unicom Entity shall be charged by the Selling Party to the
Acquiring Party (i) under a mechanism to reflect the fair market value
of the asset as determined by an appraisal or other fair market value
study or, if no such fair market value is objectively or practicably
determinable, (ii) at the fully distributed cost incurred to purchase
or develop the asset, adjusted to reflect imputed depreciation of, if
applicable, and carrying costs on the unrecorded asset.
Costs shall be charged to a Party in accordance with these general principles
using either a direct charge or an allocation methodology. Costs of assets or
services specifically attributable to a Party should be charged directly to such
Party. Joint and common costs not specifically attributable to a Party should be
charged to the appropriate Parties based on specific allocation methodologies.
The Parties intend to develop and implement a set of guidelines to address
applications of the foregoing general principles.
Section 5.2. Fully Distributed Costs. Costs charged on a fully
distributed cost basis shall reflect the amounts of direct labor, direct
materials and direct purchased services associated with the related asset or
service as provided in subsections (a) and (b). These amounts shall be increased
by a portion of indirect costs to reflect labor, administrative and general and
other overhead amounts as provided in subsection (c).
(a) Direct Costs. Costs incurred that are specifically
attributable to a Party shall be directly charged to the appropriate
function.
(i) Direct Labor. Amounts of direct labor charged to
a Party shall be based on an employee's actual direct labor
rate, reflecting the effects of overtime and non-productive
time.
For most employees, direct labor shall be charged to
a Party under a positive time reporting methodology under
which an employee shall report each pay period the number of
hours incurred in performing activities for such Party. Based
on the time reported each pay period, the regular,
predetermined account distribution for the employee shall be
adjusted to reflect the distribution of direct labor charges
to the appropriate affiliate function.
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Some departments or organizations are expected to
provide a recurring, predictable level of services to a Party
or Parties. For these departments or organizations, annual
reviews shall be performed to determine a normal distribution
of time to such Party or Parties. The distribution percentages
derived from such reviews shall then be used to allocate time
with respect to each pay period. For these departments or
organizations, direct labor shall be charged to a Party or
Parties under an exception time reporting methodology. That
is, significant deviations of actual activity from these
predetermined percentages shall be reported and shall result
in adjustments to the predetermined distribution of direct
labor charges to the affiliate functions.
Officers of each Party shall also utilize an
exception time reporting methodology. Distribution percentages
derived from an annual review for each Officer shall be used
to allocate time with respect to each pay period. Significant
deviations of actual activity from the predetermined
percentages shall be reported and shall result in adjustments
to the predetermined distribution of direct labor charges to
the affiliate functions.
Overtime shall be reflected in the direct labor rates
charged to a Party. For bargaining unit employees, direct
labor shall be charged based on the base and overtime pay
amounts actually incurred under a Party's collective
bargaining agreements. Likewise, for management employees who
are compensated for overtime, direct labor shall be charged
based on the actual pay amounts incurred for such employees,
including overtime. For management employees not compensated
for overtime, direct labor charges to affiliates shall be
adjusted, on a departmental or organizational basis, to
reflect estimated overtime incurred based on an overtime
review performed annually.
All direct labor charges shall be increased by a
factor to reflect nonproductive time. The nonproductive time
factor shall be developed annually based on a review of actual
nonproductive time incurred for the previous year. The
nonproductive time factor reflects time incurred for training,
vacations, holidays, disability, jury duty and other paid
absences.
(ii) Direct Materials and Purchased Services. Amounts
incurred for materials or purchased services directly
attributable to a Party shall be charged directly to the
appropriate function for that Party using standard voucher
account distribution procedures.
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(iii) Costs of Facilities, Equipment, Machinery,
Furniture and Fixtures. The costs allocated to any Party for
the use of a Party's facilities, equipment, machinery,
furniture or fixtures shall include an amount to reflect the
cost of such assets (e.g., depreciation, operations,
maintenance, etc.) and, for owned assets or assets leased
under capital leases, a return equal to the rate of return on
rate base most recently allowed to ComEd by the ICC.
(b) Allocated Costs. Costs incurred that are not specifically
attributable to a Party but that have joint benefit to two or more
Parties shall be charged to the appropriate functions based on
specified allocation methodologies. The allocation methodologies used
shall be reasonably based on cost causative measures to ensure an
equitable allocation among such Parties.
(c) Indirect Costs. The direct and allocated costs apportioned
to a Party or Parties shall be increased to reflect indirect labor,
administrative and general and other overhead amounts. These indirect
costs are not specifically identifiable or attributable to the direct
costs incurred on behalf of a Party.
(i) Labor Loading. All direct labor charges
apportioned to a Party (either apportioned directly or using
an allocation methodology) shall be increased by a loading
factor to reflect indirect labor-driven costs. For each Party,
this loading factor shall be determined annually based on
actual indirect labor-driven charges incurred during the prior
year as a percentage of total direct labor charges incurred in
that year. The labor loading rate pool shall include payroll
taxes; medical, dental and vision insurance costs; pension and
other postretirement health care benefits costs; incentive
compensation plan costs; employee savings plans' costs; and
other labor-driven costs such as payroll department, employee
benefits department, mailroom, office facilities and
non-customer related postage costs.
(ii) Information Systems Loading. All direct labor
costs apportioned to a Party shall be increased by a loading
factor to reflect information systems related costs associated
with mainframe and local area network usage and operations,
hardware and software costs and telecommunications services.
For each Party, this loading factor shall be based on the
actual costs incurred during the prior year as a percentage of
the corresponding actual total direct labor charges incurred
in that year.
(iii) Common Costs Loading. All direct labor, direct
materials, direct purchased services and indirect labor costs
(including the information systems loading amounts)
apportioned to a Party shall be increased by a
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loading factor to reflect administrative and general and other
overhead amounts, including the overhead costs of each Party's
information systems function. For each Party, this loading
factor shall be determined annually based on actual
administrative and general and other overhead charges incurred
during the prior year as a percentage of actual total
operations and maintenance expense incurred in that year. The
common costs loading rate pool shall include costs for
departments that support other departments that provide
services directly to a Party. In addiion to the general and
administrative costs of the information systems function,
representative costs in the common costs pool shall include
printing and duplicating services, forms and office supplies,
communications services, library services and other similar
costs.
Section 5.3. Costs Charged to/from Unicom. Unicom shall maintain unique
function numbers in its general ledger system: Consolidated Pool functions (as
described in Section 5.3(a)) and Unallocated Pool functions (as described in
Section 5.3(b)). All apportioned and billed to Unicom by other Parties shall be
charged to one of these two types of functions.
(a) Consolidated Pool. The Consolidated Pool shall be charged
with costs related to activities that jointly benefit all of the
Parties. Each month, the costs accumulated in the Consolidated Pool
shall be apportioned and billed to the Parties (other than Unicom)
using a two(amendment 1) factor formula methodology. A representative
listing of the types of services for which costs shall be charged to
the Consolidated Pool is as follows:
Corporate Services
Graphics
Library
Mail
Office and Building
Word Processing
Financial and Accounting Services
Information Systems
Investor Relations
Legal
Procurement
Regulatory
Risk Management
Secretary's Office
Shareholder Services
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(b) Unallocated Pool. The Unallocated Pool shall be charged
with costs that have been determined as not appropriate for
apportionment by Unicom to the other Parties. These costs primarily
relate to Unicom's diversification, political and philanthropic
activities. A representative listing of the types of services for which
costs shall be charged to the Unallocated Pool is as follows:
Advertising
Corporate Relations
Philanthropy
Political Advocacy
Public Relations
Diversification Efforts (i.e., new business development)
Marketing
Research and Development
Strategic Analysis
(c) Two Factor Formula Methodology. Monthly, costs charged to
the Consolidated Pool shall be apportioned and billed by Unicom to the
other Parties based on a two factor formula methodology. Under this
approach, each such Party is allocated and billed for a portion of the
total costs in the Consolidated Pool based on an average of such
Party's gross payroll and total asset amounts relative to the
corresponding averages for the other parties. To adjust for seasonality
in operations, the gross payroll amount used in this allocation shall
be the most recent twelve-month period for which such figure is
available. The total asset amount shall reflect the average total
assets for the month being allocated. Total assets shall include,
without limitation, cash, investments, accounts receivable, the net
book value of property, plant and equipment and nuclear fuel, coal and
material and supplies inventories, as applicable. (amendment 1)
ARTICLE VI
Limitations of Liability
Section 6.1. No Warranties for Facilities or Services. Each Party
acknowledges and agrees that any facilities, equipment or capabilities made
available, and any services provided, by a Provider to a Requestor hereunder,
are so made available or provided WITHOUT ANY WARRANTY (WHETHER EXPRESS, IMPLIED
OR STATUTORY AND NOTWITHSTANDING ANY ORAL OR WRITTEN STATEMENT BY A PARTY'S
EMPLOYEES, REPRESENTATIVES OR AGENTS TO THE CONTRARY) WHATSOEVER. ALL SUCH
WARRANTIES (INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND
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FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY DISCLAIMED AND EXCLUDED.
Section 6.2. Limited Warranties For Asset Sales. (a) Except as provided
in Section 6.2(b), each Party acknowledges and agrees that any real property,
interests in real property, tangible personal property or Intangible Assets sold
and transferred in accordance with Article III is so sold and transferred
WITHOUT ANY WARRANTY (WHETHER EXPRESS, IMPLIED OR STATUTORY AND NOTWITHSTANDING
ANY ORAL OR WRITTEN STATEMENT BY A SELLING PARTY'S EMPLOYEES, REPRESENTATIVES OR
AGENTS TO THE CONTRARY) WHATSOEVER. ALL SUCH WARRANTIES (INCLUDING, WITHOUT
LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE) ARE HEREBY DISCLAIMED AND EXCLUDED.
(b) In connection with a sale and transfer of real property,
interests in real property, tangible personal property or Intangible
Assets pursuant to Article III, the Selling Party shall be deemed to
have represented and warranted to the Acquiring Party that: (i) title
conveyed is good, (ii) conveyance of such title is authorized and
rightful, and (iii) the title so conveyed is free and clear of all
liens, claims, encumbrances or security interests of persons or
entities claiming by or through the Selling Party, except, in the case
of this clause (iii), as the Acquiring Party and the Selling Party may
otherwise agree.
Section 6.3. No Partnership. The Parties acknowledge and agree that
this Agreement does not create a partnership between, or a joint venture of, a
Party and any other Party. Each Party is an independent contractor and nothing
contained in this Agreement shall be construed to constitute any Party as the
agent of any other Party except as expressly set forth in Sections 2.3 and 2.4.
Section 6.4. No Third Party Beneficiaries. This Agreement is intended
for the exclusive benefit of the Parties hereto and is not intended, and shall
not be deemed or construed, to create any rights in, or responsibilities or
obligations to, their parties.
ARTICLE VII
Term
Section 7.1. Term. This Agreement will be effective on the date it is
approved by the ICC and shall continue, unless terminated as provided in Section
7.2 or renewed as hereinafter provided, until the tenth anniversary of such date
(the "Initial Term"). Unless written notice that this Agreement shall terminate
on the last day of the Initial Term or any then current renewal term is provided
by a Party at least 30 days prior to the expiration of the Initial Term or such
renewal term, this Agreement shall continue
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for successive renewal terms of five years as to such Party and any other
Parties not providing any such termination notice.
Section 7.2. Termination. Any Party may terminate this Agreement as to
it by providing at least 30 days prior written notice to the other Parties of
the effective date of such termination. In addition, this Agreement shall
terminate as to a Party upon the date that Unicom determines that such Party
shall no longer be a party to this Agreement and shall automatically terminate
as to a Party upon the date that Unicom ceases, directly or indirectly, to own
equity securities in such Party. Any such termination shall not affect the
terminating Party's accrued rights and obligations under this Agreement arising
prior to the effective date of termination or its obligations under Section 9.4.
Section 7.3. Tax Sharing Agreement. Notwithstanding anything to the
contrary in Sections 7.1 or 7.2, a Party shall continue to be bound by the
provisions of the Tax Sharing Agreement until the earlier of (i) the termination
of the Tax Sharing Agreement, as provided in PART C.II.D ("Amendment and
Termination") of the Tax Sharing Agreement or (ii) the time at which such Party
is not permitted, under applicable law, to be a "Member" or an "Included
Member," as those terms are defined in the Tax Sharing Agreement.
ARTICLE VIII
Confidential Information
Each Party shall treat in confidence all information which it shall
have obtained regarding the other Parties and their respective businesses during
the course of the performance of this Agreement. Such information shall not be
communicated to any person other than the Parties to this Agreement, except to
the extent disclosure of such information is required by a governmental
authority. If a Party is required to disclose confidential information to a
governmental authority, such Party shall take reasonable steps to make such
disclosure confidential under the rules of such governmental authority.
Information provided hereunder shall remain the sole property of the Party
providing such information. The obligation of a Party to treat such information
in confidence shall not apply to any information which (i) is or becomes
available to such Party from a source other than the Party providing such
information, or (ii) is or becomes available to the public other than as a
result of disclosure by such Party or its agents.
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ARTICLE IX
Miscellaneous
Section 9.1. Entire Agreement; Amendments. Upon its effectiveness as
provided in Section 7.1, this Agreement shall constitute the sole and entire
agreement among the Parties with respect to the subject matter hereof and shall
supersede all previous agreements, proposals, oral or written, negotiations,
representations, commitments and all other communications between some or all of
the Parties. Except as provided in Section 9.2 with respect to new Parties and
except that Unicom may amend Exhibit A to this Agreement to delete any
terminated Party, this Agreement shall not be amended, modified or supplemented
except by a written instrument signed by an authorized representative of each of
the Parties hereto.
Section 9.2. New Parties. Any other entity which is or may become an
affiliate of Unicom or any of the other Parties to this Agreement may become a
party to this Agreement by executing an agreement adopting all of the terms and
conditions of this Agreement. Such agreement must be signed by Unicom in order
to become effective, but need not be signed by any other Party to this
Agreement. Upon such execution by Unicom, such entity shall be deemed to be a
Party and shall be included within the definition of "Party" for all purposes
hereof, and Exhibit A shall be amended to add such entity. Before such execution
by Unicom, ComEd shall provide the staff of the ICC with thirty days' notice
that another Party will be added to this Agreement. (ALSO SEE ATTACHED
STIPULATION)
Section 9.3. Assignment. This Agreement may not be assigned by any
party without the prior written consent of Unicom.
Section 9.4. Access to Records. During the term of this Agreement and
for a period of seven years after the expiration or termination of this
Agreement as to a Party, such Party shall have reasonable access to and the
right to examine any and all books, documents, papers and records which pertain
to services and facilities provided by the other Parties under this Agreement to
such Party, and such Party shall provide access to, and the opportunity to
examine, all such records which pertain to services and facilities provided to
the other Parties under this Agreement by such Party. Each Party shall maintain
all such records for a period of seven years after expiration or termination of
this Agreement as to such Party. In addition, during the term of this Agreement
and for a period of seven years after the expiration or termination of this
Agreement as to a Unicom Entity, the ICC shall have access to the books and
records of such Unicom Entity as set forth in the Order entered by the ICC in
Docket No. 95-0615 on March 12, 1997. (AMENDMENT 1)
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Section 9.5. Partial Invalidity. Wherever possible, each provision
hereof shall be interpreted in such manner as to be effective and valid under
applicable law, but in case any one or more of the provisions contained herein
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such provision shall be ineffective to the extent, but only to the
extent, of such invalidity, illegality or unenforceability without invalidating
the remainder of such invalid, illegal or unenforceable provision or provisions
or any other provisions hereof, unless such a construction would be
unreasonable. In the event that it is determined that the charges for a
particular transaction covered by this Agreement were not determined properly
for any reason, such determination and/or finding shall not affect the validity
of such transaction; provided, however, that if the transaction involved ComEd
and a Unicom Entity, Unicom (or, if Unicom so determines, such Unicom Entity)
shall pay to or reimburse ComEd, or ComEd shall pay to or reimburse such Unicom
Entity, as the case may be, for the difference between the amount that was
charged in connection with the transaction and the charge that is determined to
be proper under the provisions of Article V.
Section 9.6. Waiver. Failure by any Party to insist upon strict
performance of any term or condition herein shall not be deemed a waiver of any
rights or remedies that such Party may have against any other Party nor in any
way to affect the validity of this Agreement or any part hereof or the right of
such Party thereafter to enforce each and every such provision. No waiver of any
breach of this Agreement shall be held to constitute a waiver of any other or
subsequent breach.
Section 9.7. Governing Law. This Agreement shall be governed by,
construed and interpreted pursuant to, the laws of the State of Illinois.
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IN WITNESS WHEREOF, the Parties have each caused this Agreement to be
executed by a duly authorized representative as of the day and year first above
written.
UNICOM CORPORATION
By: __________________________________
Name: David A. Scholz
Title: Secretary
COMMONWEALTH EDISON COMPANY
By: __________________________________
Name: David A. Scholz
Title: Secretary
UNICOM ENTERPRISES INC.
By: __________________________________
Name: David A. Scholz
Title: Secretary
UNICOM RESOURCES INC.
By: __________________________________
Name: David A. Scholz
Title: Secretary
UNICOM TECHNOLOGY DEVELOPMENT INC.
By: __________________________________
Name: David A. Scholz
Title: Secretary
UNICOM THERMAL TECHNOLOGIES INC.
By: __________________________________
Name: David A. Scholz
Title: Secretary
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EXHIBIT T-3
ARES CERTIFICATION
AMENDMENT A
TO AFFILIATED INTERESTS AGREEMENT
Unicom Corporation, an Illinois corporation ("Unicom"), Commonwealth
Edison Company, an Illinois corporation ("ComEd"), and each of the entities
identified from time to time on Exhibit A to the Affiliated Interests Agreement
dated as of December 4, 1995 (the "Agreement"), hereby agree that the Agreement
is amended, pursuant to Section 9.1 of the Agreement, as follows:
1. The purposes and intent of this amendment are to set forth
procedures and policies to govern: (a) transactions between Unicom Energy, Inc.
("Unicom Energy"), ComEd's "affiliated interest in competition with alternative
retail electric suppliers," as that term is defined by 83 Ill. Adm. Code ss.
450.10 (as amended from time to time), and ComEd's "affiliated interests" as
that term is defined by Section 7-101 of the Public Utilities Act (the "Act")
(220 ILCS 5/7-101)) and which are parties to the Agreement, whether such
transactions occur directly or indirectly as the end result of a series of
related transactions; and (b) the allocation of certain joint service costs.
Notwithstanding subparts (a) and (b), this amendment is not intended to govern
transactions between Unicom Energy and ComEd's affiliated interests which are
parties to the Agreement except to the extent required by Part 450 of the
Illinois Commerce Commission's rules on Non-Discrimination In Affiliate
Transactions For Electric Utilities (83 Ill. Adm. Code ss. 450 et seq.) (as
amended from time to time).
2. Any transaction between Unicom Energy and an affiliated interest of
ComEd that is a party to the Agreement shall be on whatever terms and conditions
Unicom Energy and the affiliated interest agree to, except that if ComEd
provided some or all of the facilities and services to the affiliated interest
that are the subject of the transaction, then (a) the pricing of those
facilities and services shall be at the same price as if ComEd had directly
provided the facilities and services to Unicom Energy, i.e., in accordance with
the Agreement and (b) the transfer of those facilities and services shall be
recorded in accordance with the cost allocation guidelines and accounting
conventions set forth in the Agreement.
3. Nothing in this amendment should be construed as an admission,
concession, or recognition by ComEd, Unicom Energy, or any other signatory to
the Agreement and this Amendment A that the Illinois Commerce Commission has the
authority and/or jurisdiction to regulate transactions between Unicom Energy and
ComEd's "affiliated interests," as that term is defined by Section 7-101 of the
Act (220 ILCS 5/7-101).
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EXHIBIT T-4
ARES CERTIFICATION
SUBSIDIARY AFFILIATED INTERESTS AGREEMENT
Unicom Energy, Inc. ("Unicom Energy"), Commonwealth Edison Company
("ComEd"), and the subsidiaries of ComEd, Commonwealth Research Corporation,
Concomber Ltd., Edison Development Company, Edison Development Canada Inc.,
ComEd of Indiana, Inc., ComEd Funding LLC, ComEd Transitional Funding Trust,
Cotter Corporation, ComEd Financing I, and ComEd Financing II (collectively the
"Subsidiaries") hereby agree as follows:
1. The purposes and intent of this agreement ( the "SAIA Agreement")
are to set forth procedures and policies to govern: (a) transactions between
Unicom Energy, ComEd's "affiliated interest in competition with alternative
retail electric suppliers," as that term is defined by 83 Ill. Adm. Code ss.
450.10 (as amended from time to time), and ComEd's Subsidiaries as that term is
defined above, whether such transactions occur directly or indirectly as the end
result of a series of related transactions; and (b) the allocation of certain
joint service costs. Notwithstanding subparts (a) and (b), this amendment is not
intended to govern transactions between Unicom Energy and ComEd's Subsidiaries
except to the extent required by Part 450 of the Illinois Commerce Commission's
rules on Non-Discrimination In Affiliate Transactions For Electric Utilities (83
Ill. Adm. Code ss. 450 et seq.) (as amended from time to time).
2. Any transaction between Unicom Energy and ComEd's Subsidiaries
shall be on whatever terms and conditions Unicom Energy and the Subsidiaries
agree to, except that if ComEd provided some or all of the facilities and
services to the ComEd subsidiary that are the subject of the transaction, then
(a) the pricing of those facilities and services shall be at the same price as
if ComEd had directly provided the facilities and services to Unicom Energy,
i.e., in accordance with the Agreement and (b) the transfer of those facilities
and services shall be recorded in accordance with the cost allocation guidelines
and accounting conventions set forth in ComEd's Affiliated Interests Agreement
dated as of December 4, 1995..
3. Nothing in this SAIA Agreement should be construed as an
admission, concession, or recognition by ComEd, Unicom Energy, or ComEd's
Subsidiaries that the Illinois Commerce Commission has the authority and/or
jurisdiction to regulate transactions between Unicom Energy and Commonwealth
Edison Company's "affiliated interests," including the Subsidiaries, as that
term is defined by Section 7-101 of the Act (220 ILCS 5/7-101).
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Staff and ComEd Joint Ex.1
STATE OF ILLINOIS
ILLINOIS COMMERCE COMMISSION
COMMONWEALTH EDISON COMPANY )
)
Petition pursuant to Sections 7-101, )
7-102 and 7-204A of the Illinois )
Public Utilities Act for an order ) No. 95-0615
approving an agreement for the )
provision of facilities and services )
and the transfer of assets between )
Commonwealth Edison Company and Unicom )
Corporation and its subsidiaries )
STIPULATION
The Staff of the Illinois Commerce Commission ("Staff") and
Commonwealth Edison Company ("ComEd") hereby stipulate and agree as follows:
1. Among the issues addressed in this proceeding is the issue of
whether a new ComEd affiliate may become a party to the Affiliated Interest
Agreement ("AIA") without ComEd first obtaining separate approval of the
Illinois Commerce Commission
2. With respect to his issue, Staff and ComEd hereby agree as follows:
(a) As currently provided in the ALA and ComEd's Petition in this
proceeding, ComEd will offer information to Staff about the proposed
new affiliate and the projected type and frequency of transactions with
that affiliate 30 days before that new affiliate will become a party to
the AIA. The provision of this information will commence a "30-day
review period" during which Staff may investigate whether
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Page 72
the provision of facilities and services to the new affiliate under the
terms of the AIA "is not in the public interest" within the meaning of
Section 7-101 of the Public Utilities Act.
(b) If, at any time prior to the expiration of the 30-day review period,
Staff notifies ComEd that it believes that the provision of facilities
and services to the new affiliate under the terms of the AIA is not in
the public interest within the meaning of Section 7-101 of the Public
Utilities Act, ComEd must file a petition at the Commission seeking
resolution of the issues raised by Staff within 30 days of Staff's
notice. Regardless of whether Staff so notifies ComEd, however, at the
expiration of the 30-day review period, the affiliate may become a
party to the AIA and engage in transactions with ComEd under the terms
of the AIA unless and until ordered otherwise by the Commission after a
hearing on ComEd's petition pursuant to this section.
(c) If Staff does not notify ComEd before the expiration of the 30-day
review period that Staff believes that the provision of facilities and
services to the new affiliate under the terms of the AIA is not in the
public interest within the meaning of Section 7-101 of the Public
Utilities Act, ComEd will file at the Commission as a Supplemental
Report in this docket information about the new affiliate and the
projected type and frequency of transactions, substantially in the form
attached to ComEd's petition in this proceeding as Attachment B. At
that time, the affiliate
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Page 73
may become a party to the AIA and engage in transactions with ComEd
under the AIA.
(d) At the end of the first 12-month period after a new affiliate has been
added to the AIA, ComEd will file with the Commission in this docket a
second Supplemental Report showing the actual type and frequency of
transactions with that affiliate over the previous 12 months, including
a listing of any asset transfers and ComEd's monthly billings to the
affiliate.
3. Staff and ComEd agree that these procedural provisions are adequate
to enforce the requirement that transactions between ComEd and its affiliates do
not adversely affect the public interest within the meaning of the Public
Utilities Act.
STAFF OF THE ILLINOIS COMMERCE
COMMISSION
By: _____________________________
COMMONWEALTH EDISON
COMPANY
By: _____________________________
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EX-H-2
PECO Mutual Services Agreement
MUTUAL SERVICES AGREEMENT
BETWEEN
PECO ENERGY COMPANY
AND
[INSERT NAMES OF AFFILIATES HERE]
THIS AGREEMENT, made and entered into this __ day of _________, 1999, by and
between the following: _________ PECO ENERGY COMPANY ("PECO"), a Pennsylvania
Corporation; and [INSERT NAMES OF AFFILIATES HERE], (hereinafter "Affiliates,"
PECO and its Affiliates are collectively referred to as "Parties.")
WITNESSETH:
WHEREAS, the Parties desire to enter into this Agreement providing for the
performance of certain services as more particularly set forth herein; and
WHEREAS, to maximize efficiency, and to achieve cost savings, the Parties desire
to avail themselves of the benefits of having services provided by the least
cost provider thereof whenever possible, and to compensate such provider
appropriately for such services;
NOW, THEREFORE, in consideration of these premises and of the mutual agreements
set forth herein, the Parties agree as follows:
Definitions
Commission-- the Pennsylvania Public Utility Commission.
Providing Company -- one or more Parties to this Agreement that have agreed to
provide requested services to another Party in accordance with the terms of this
Agreement.
Requesting Company -- one or more Parties to this Agreement that are requesting
services to be provided by another Party in accordance with the terms of this
Agreement.
Agreement to Provide Services
PECO and Affiliates agree to provide, upon the terms and conditions set forth
herein, services including but not limited to those services hereinafter
referred to and described in Section 3, at such times, for such period and in
such manner as Requesting Company may from time to time request and Providing
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Page 75
Company concludes it is able and willing to provide. Providing Company will keep
itself and its personnel available and competent to render to Requesting Company
such services so long as it is authorized so to do by the appropriate federal
and state regulatory agencies. In providing such services, Providing Company may
arrange, as it deems appropriate, for the services of such experts, consultants,
advisers, and other persons with necessary qualifications as are required for or
pertinent to the provision of the requested services.
Services to be Provided
The services expected to be provided by Providing Company hereunder may include,
but are not limited to, the services set out in Schedule 1, attached hereto and
made a part hereof. In addition to those identified in Schedule 1, a Providing
Company shall render such additional general or special services, whether or not
now contemplated, as Requesting Company may request from time to time and
Providing Company determines it is able and willing to perform.
New Affiliates
New direct or indirect affiliates of PECO, which may come into existence after
the effective date of this Mutual Service Agreement, may become parties to this
Agreement. The Parties hereto shall make such changes in the scope and character
of the services to be provided and the method of assigning, distributing or
allocating costs of such services as may become necessary to achieve a fair and
equitable assignment, distribution, or allocation of costs among all Requesting
Companies, including the new affiliates.
Compensation of Providing Company
As compensation for the services to be provided hereunder, a Requesting Company
shall generally pay to Providing Company charges for services that are no more
than the cost thereof (except as otherwise directed or permitted by an
appropriate regulatory authority), insofar as costs can reasonably be identified
and related to the particular services in question or otherwise fairly and
equitably allocated to such services. To the extent that PECO or its affiliated
Electric Generation Supplier are participants in a particular transaction, the
Requesting Company shall pay to Providing Company charges for services that
comply with the Commission's decisions, rules and regulations, including the
Commission-approved settlement of Docket Nos. R-00973953 and P-00971265 and
Appendices G and H thereto.
Service Requests
The services described herein or contemplated to be provided hereunder shall be
directly assigned, distributed or allocated by activity, project, program, work
order or other appropriate basis.
Payment
Payment shall be by making remittance of the amount billed or by making
appropriate accounting entries on the books of the companies involved. Invoices
shall be prepared on a monthly basis for services provided hereunder.
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Effective Date and Termination
This Agreement is executed subject to the Commission's consent and approval, and
if so approved in its entirety, shall become effective as of the date of
approval and shall remain in effect from said date unless terminated by the
Commission or by mutual agreement. Any Party may withdraw from this Agreement by
giving at least sixty days written notice to the other Parties prior to
withdrawal.
Access to Records
For the seven years following a transaction under this Agreement, the Requesting
Company may request access to and inspect the accounts and records of the
Providing Company, provided that the scope of access and inspection is limited
to accounts and records that are related to such transaction.
Assignment
This Agreement and the rights hereunder may not be assigned without the mutual
written consent of all Parties hereto. IN WITNESS WHEREOF, the Parties hereto
have caused this Agreement to be executed and attested by their authorized
officers as of the day and year first above written.
PECO ENERGY COMPANY
By ______________________________
Title ___________________________
ATTEST:
By ______________________
Title ______________________
[INSERT NAME OF AFFILIATE HERE]
By ____________________________
Title _________________________
ATTEST:
By ______________________
Title ______________________
[INSERT NAMES OF AND SIGNATURE BLOCKS FOR ADDITIONAL
PARTIES AS NEEDED]
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Ex H-3
Exelon General Services Agreement
GENERAL SERVICES AGREEMENT
BETWEEN
_________ SERVICES COMPANY
AND
EXELON CORPORATION, COMMONWEALTH EDISON COMPANY AND ITS SUBSIDIARIES, UNICOM
ENTERPRISES AND ITS SUBSIDIARIES, UNICOM RESOURCES AND ITS SUBSIDIARIES, PECO
ENERGY COMPANY AND ITS SUBSIDIARIES, AND [A GENERATION COMPANY TO BE NAMED AT A
LATER DATE]
THIS AGREEMENT, made and entered into this __ day of _________, 2000,
by and between the following Parties: _________ SERVICES COMPANY (hereinafter
sometimes referred to as "Service Company"), a ________ corporation; EXELON
CORPORATION, a Pennsylvania corporation; COMMONWEALTH EDISON COMPANY and its
subsidiaries, UNICOM ENTERPRISES and its subsidiaries, UNICOM RESOURCES and its
subsidiaries, PECO ENERGY COMPANY and its subsidiaries, and [A GENERATION
COMPANY TO BE NAMED AT A LATER DATE], (hereinafter sometimes referred to
collectively as "Client Companies");
WITNESSETH:
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Page 78
WHEREAS, Client Companies, including EXELON CORPORATION, which has
filed for registration under the terms of the Public Utility Holding Company Act
of 1935 (the "Act") and its other subsidiaries, desire to enter into this
agreement providing for the performance by Service Company for the Client
Companies of certain services as more particularly set forth herein;
WHEREAS, Service Company is organized, staffed and equipped and has
filed with the Securities and Exchange Commission ("the SEC") to be a subsidiary
service company under Section 13 of the Act to render to EXELON CORPORATION, and
other subsidiaries of EXELON CORPORATION, certain services as herein provided;
and
WHEREAS, to maximize efficiency, and to achieve merger related savings,
the Client Companies desire to avail themselves of the advisory, professional,
technical and other services of persons employed or to be retained by Service
Company, and to compensate Service Company appropriately for such services;
NOW, THEREFORE, in consideration of these premises and of the mutual
agreements set forth herein, the Parties agree as follows:
Section 1. Agreement to Provide Services
Service Company agrees to provide to Client Companies and their
subsidiaries, if any, upon the terms and conditions set forth herein, the
services hereinafter referred to and described in Section 2, at such times, for
such period and in such manner as Client Companies may from time to time
request. Service Company will keep itself and its personnel available and
competent to provide to Client Companies such services so long as it is
authorized to do so by the appropriate federal and state regulatory agencies. In
providing such services, Service Company may arrange, where it deems
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Page 79
appropriate, for the services of such experts, consultants, advisers and other
persons with necessary qualifications as are required for or pertinent to the
provision of such services.
Section 2. Services to be Provided
The services expected to be provided by Service Company hereunder may,
upon request by a Client Company, include the services as set out in Schedule 2,
attached hereto and made a part hereof. In addition to those identified in
Schedule 2, Service Company shall provide such additional general or special
services, whether or not now contemplated, as Client Companies may request from
time to time and Service Company determines it is able to provide.
Notwithstanding the foregoing paragraph, no change in the organization
of the Service Company, the type and character of the companies to be serviced,
the factors for allocating costs to associate companies, or in the broad general
categories of services to be rendered subject to Section 13 of the Act, or any
rule, regulation or order thereunder, shall be made unless and until the Service
Company shall first have given the SEC written notice of the proposed change not
less than 60 days prior to the proposed effectiveness of any such change. If,
upon the receipt of any such notice, the SEC shall notify the Service Company
within the 60-day period that a question exists as to whether the proposed
change is consistent with the provisions of Section 13 of the Act, or of any
rule, regulation or order thereunder, then the proposed change shall not become
effective unless and until the Service Company shall have filed with the SEC an
appropriate declaration regarding such proposed change and the SEC shall have
permitted such declaration to become effective.
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Page 80
Section 3. New Subsidiaries
New direct or indirect subsidiaries of EXELON CORPORATION, which may
come into existence after the effective date of this Service Agreement, may
become additional client companies of Service Company and subject to this
General Services Agreement with Service Company. The parties hereto shall make
such changes in the scope and character of the services to be provided and the
method of assigning, distributing or allocating costs of such services as may
become necessary to achieve a fair and equitable assignment, distribution, or
allocation of Service Company costs among associate companies including the new
subsidiaries.
Section 4. Compensation of Service Company
As compensation for the services to be rendered hereunder, Client
Companies listed in Attachment A hereto, as amended from time to time, shall pay
to Service Company all costs which reasonably can be identified and related to
particular services provided by Service Company for or on Client Company"s
behalf (except as may otherwise be permitted by the SEC). Client Companies
listed in Attachment B hereto, as amended from time to time, shall pay to
Service Company charges for services that are to be no less than cost (except as
may otherwise be permitted by the SEC), insofar as costs can reasonably be
identified and related by Service Company to its performance of particular
services for or on behalf of Client Company.
The factors for assigning or allocating Service Company costs to Client
Company, as well as to other associate companies, are set forth in Schedules 1
and 2 attached hereto. Attachments A and B and Schedules 1 and 2 are each
expressly incorporated herein and made a part hereof.
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Page 81
Section 5. Securities and Exchange Commission Rules
It is the intent of the Parties that the determination of the costs as
used in this Agreement shall be consistent with, and in compliance with, the
rules and regulations of the SEC, as they now read or hereafter may be modified
by the Commission.
Section 6. Service Requests
The services described herein or contemplated to be provided hereunder
shall be directly assigned, distributed or allocated by activity, project,
program, work order or other appropriate basis.
Section 7. Payment
Payment shall be by making remittance of the amount billed or by making
appropriate accounting entries on the books of the companies involved. Invoices
shall be prepared on a monthly basis for services provided hereunder.
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Section 8. EXELON CORPORATION
Except as authorized by rule, regulation, or order of the SEC, nothing
in this Agreement shall be read to permit EXELON CORPORATION, or any person
employed by or acting for EXELON CORPORATION, to provide services for other
Parties, or any companies associated with said Parties.
Section 9. Effective Date and Termination
This Agreement is executed subject to the consent and approval of all
applicable regulatory agencies, and if so approved in its entirety, shall become
effective as of the date the merger between PECO ENERGY COMPANY and UNICOM
CORPORATION is consummated, and shall remain in effect from said date unless
terminated by mutual agreement or by any Party giving at least 60 days" written
notice to the other Parties prior to the beginning of any calendar year, each
Party fully reserving the right to so terminate this Agreement.
This Agreement may also be terminated or modified to the extent that
performance may conflict with any rule, regulation or order of the SEC adopted
before or after the making of this Agreement.
Section 10. Access to Records
For the seven years following a transaction under this Agreement, the
Client Company may request access to and inspect the accounts and records of the
Service Company, provided that the scope of access and inspection is limited to
accounts and records that are related to such transaction.
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Section 11. Assignment
This Agreement and the rights hereunder may not be assigned without the
mutual written consent of all Parties hereto.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
and attested by their authorized officers as of the day and year first above
written.
______________ SERVICES COMPANY
By ______________________________
Title ___________________________
ATTEST:
By ______________________
Title ___________________
EXELON CORPORATION
By ______________________________
Title ___________________________
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Page 84
ATTEST:
By ______________________
Title ___________________
[INSERT NAMES OF AND SIGNATURE BLOCKS FOR COMMONWEALTH EDISON COMPANY
AND ITS SUBSIDIARIES, UNICOM ENTERPRISES AND ITS SUBSIDIARIES, UNICOM
RESOURCES AND ITS SUBSIDIARIES, PECO ENERGY COMPANY AND ITS
SUBSIDIARIES, AND A GENERATION COMPANY TO BE NAMED AT A LATER DATE]
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Service Agreement Schedule 1
Allocation Ratios:
General:
Direct charges shall be made so far as costs can be identified and
related to the particular transactions involved without excessive
effort or expense. Other elements of cost, including taxes, interest,
other overhead, and compensation for the use of capital procured by the
issuance of capital stock, shall be fairly and equitably allocated
using the ratios set forth below.
Revenue Related Ratios:
Revenues_
Sales - Units sold and/or transported
Number of Customers
Expenditure Related Ratios:
Total Expenditures
Operations and Maintenance Expenditures
Construction Expenditures
Labor/Payroll Related Ratios:
Labor / Payroll
Number of Employees
Units Related Ratios:
Usage (for example: CPU's, square feet , number of vendor
invoice payments)
Consumption (for example: tons of coal, gallons of oil, MMBTU's)
Capacity (for example: nameplate generating capacity, peak load,
gas throughput)
Other units related
Assets Related Ratios:
Total Assets
Current Assets
Gross Plant
Composite Ratios:_
Total Average Assets and 12 months ended Gross Payroll
Other composite ratios
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Service Agreement Schedule 2
Services Including But Not Limited To:
General:
Direct charges shall be made so far as costs can be identified and
related to the particular transactions involved without excessive
effort or expense. Other elements of cost, including taxes, interest,
other overhead, and compensation for the use of capital procured by the
issuance of capital stock, shall be fairly and equitably allocated
using the ratios set forth in Schedule 1.
Administrative & management services including but not limited to:
accounting
bookkeeping
billing
accounts receivable
accounts payable
financial reporting
audit
executive
finance
insurance
information systems services
investment advisory services
legal
library
record keeping
secretarial & other general office support
real estate management
security holder services
tax
treasury
other administration & management services
Expected allocation ratios: Revenue Related, Expenditure Related, Labor/Payroll
Related, Units Related, Assets Related, Composite
Personnel services including but not limited to:
recruiting
training & evaluation services
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payroll processing
employee benefits administration & processing
labor negotiations & management
other personnel services
Expected allocation ratios: Labor/Payroll Related, Units Related, Composite
Purchasing services including but not limited to:
preparation & analysis of product specifications
requests for proposals & similar solicitations
vendor & vendor-product evaluations
purchase order processing
receipt, handling, warehousing and disbursement of purchased items
contract negotiation & administration inventory management
& disbursement
other purchasing services
Expected allocation ratios: Expenditure Related, Labor/Payroll Related, Units
Related, Assets Related, Composite
Facilities management services including but not limited to:
office space
warehouse & storage space
transportation facilities (including dock & port, rail sidings and
truck facilities) repair facilities
manufacturing & production facilities
fixtures, office furniture & equipment
Expected allocation ratios: Expenditure Related, Labor/Payroll Related, Units
Related, Composite
Computer services including but not limited to:
computer equipment & networks
peripheral devices
storage media
software
Expected allocation ratios: Expenditure Related, Labor/Payroll Related, Units
Related, Assets Related, Composite
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Communications services including but not limited to:
communications equipment
audio & video equipment
radio equipment
telecommunications equipment & networks
transmission & switching capability
Expected allocation ratios: Expenditure Related, Labor/Payroll Related, Units
Related, Assets Related, Composite
Machinery management services including but not limited to:
equipment
tools
parts & supplies
Expected allocation ratios: Expenditure Related, Labor/Payroll Related, Units
Related, Composite
Vehicle management services including but not limited to:
automobiles
trucks
vans_____
trailers
railcars
marine vessels
aircraft
transport equipment
material handling equipment
construction equipment
Expected allocation ratios: Expenditure Related, Labor/Payroll Related, Units
Related, Composite
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Operational services including but not limited to:
drafting & technical specification, development & evaluation
consulting
engineering
environmental
nuclear
construction
design
resource planning
economic & strategic analysis
research
testing
training
customer solicitation
support & other marketing related services
public & governmental relations
other operational services
Expected allocation ratios: Revenue Related, Expenditure Related, Labor/Payroll
Related, Units Related, Assets Related, Composite
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