SEC Filing | Exelon Corporation

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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 Ventures Company, LLC and Exelon Generation Company, LLC ---------------------------------------------------------------------- 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 Enterprises Exelon Enterprises Company, LLC Exelon Exelon Corporation Exelon Generation Exelon Generation Company, LLC Exelon Ventures Exelon Ventures Company, LLC 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 N/A Not applicable or not available PECO PECO Energy Company Unicom Unicom Corporation - -------------------------------------------------------------------------------- Page 1

REGISTRATION STATEMENT 1. Exact Name of Registrant: Exelon Ventures Company, LLC and Exelon Generation Company, LLC 2. Address of Principal Executive Offices: 10 South Dearborn Street 37th Floor Chicago, Illinois 60603 3. Name and address of Chief Accounting Officer: Jean H. Gibson Vice President and Corporate Controller Exelon Corporation, 10 South Dearborn Street 37th Floor Chicago, Illinois 60603 4. Certain information as to the registrant and each subsidiary company thereof: Exelon Ventures Company, LLC & Exelon Generation Company, LLC & Subsidiaries Name of Company Organization State Type of Business - --------------- ------------ ----- ---------------- Exelon Ventures Company, LLC LLC DE Holding Company 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 Corporation MD Inactive Canal Susquehanna Electric Company Corporation MD Utility AmerGen Energy Company, LLC (50% LLC DE Exempt Wholesale Generator interest) AmerGen Vermont, LLC LLC VT Exempt Wholesale Generator Exelon (Fossil) Holdings, Inc. Corporation DE Investment Sithe Energies Inc. (49.9% interest) Corporation DE Energy Related Exelon Peaker Development General, LLC LLC DE Investment Exelon Peaker Development Limited, LLC LLC DE Investment ExTex LaPorte L.P. LP TX Exempt Wholesale Concomber Ltd. Corporation Bermuda Captive Insurance Company Exelon Enterprises Company, LLC LLC PA Energy Services Corporation DE Energy-related Exelon Energy Company Exelon Energy Ohio, Inc. Corporation DE Energy-related AllEnergy Gas & Electric Marketing LLC DE Energy-related Company, LLC Texas Ohio Gas, Inc. Exelon Mechanical Services, Inc. Corporation IL Energy Services Systems Engineering and Management Corp. Corporation TN Energy Related - -------------------------------------------------------------------------------- Page 2

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 LLC DE Energy systems Unicom Thermal Development Inc. Corporation DE Energy systems Exelon Thermal Technologies Inc. Corporation IL Energy systems Exelon Thermal Technologies Corporation DE Energy systems Boston Inc. Northwind Boston LLC (25% LLC MA Energy systems interest) Exelon Thermal Technologies Corporation DE Energy systems Houston Inc. Northwind Houston LLC (25% LLC DE Energy systems interest) Northwind Houston LP (25% Limited DE Energy systems interest) Partnership Exelon Thermal Technologies North Corporation DE Energy systems America Inc. Northwind Thermal Technologies Corporation Canada Energy systems Canada Inc. Unicom Thermal Technologies Corporation Canada Energy systems Canada Inc. UTT National Power Inc. Corporation IL Energy systems Northwind Midway LLC LLC DE Energy systems UTT Nevada Inc. Corporation NV Energy systems Northwind Aladdin LLC (75% LLC NV Energy systems interest) Northwind Las Vegas LLC (50% LLC NV Energy systems interest) UTT Phoenix, Inc. Corporation DE Energy systems Northwind Arizona Development LLC DE Energy systems LLC (50% interest) Northwind Phoenix LLC (50% LLC DE Energy systems interest) Exelon Communications Holdings,LLC LLC PA Communications AT&T Wireless PCS of Philadelphia, LLC DE Communications LLC (49% interest) PHT Holdings LLC LLC DE Communications PECO Hyperion Communications Partnership PA Communications (49% interest held; PECO holds 1% interest) Exelon Communications LLC LLC PA Communications Energy Trading Company Corporation DE Investment Exelon Enterprises Management, Inc. Corporation PA Investment (in Energy- Related and Telecommunications) UniGrid Energy LLC (50% interest) LLC DE Energy-related CIC Global, LLC (50% interest) LLC DE Communications NEON Communications, Inc. N/A N/A Communications VITTS Network Group, Inc. N/A N/A Communications Phoenix Foods, LLC N/A N/A Exelon Capital Partners, Inc. Corporation DE Investment (in Energy- Related and Communications) Permits Now (fka N/A N/A Communications Softcomp)(approximately 15% Interest) OmniChoice.com, Inc. Corporation DE Communications (approximately 30% interest) - -------------------------------------------------------------------------------- Page 3

Name of Company Organization State Type of Business - --------------- ------------ ----- ---------------- Enertech Capital Partners, II (approximately 11% interest) Corporation DE Investment (in Energy- Related and Communications Everest Broadband Networks N/A N/A Communications Exelon Infrastructure Services, Inc. Corporation DE Infrastructure Services (approximately 95% interest) Exelon Infrastructure Services of Corporation DE Infrastructure Services PA, Inc. EIS Engineering, Inc. Corporation DE Infrastructure Services P.A.C.E. Field Services, LLC LLC DE Infrastructure Services P.A.C.E. Environmental, LLC 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, Corporation GA Infrastructure Services Inc. Mueller Energy Services, Inc. Corporation NY Infrastructure Services Mueller Pipeliners, Inc. Corporation DE Infrastructure Services Mechanical Specialties Corporation WI Infrastructure Services Incorporated 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 Corporation DE Infrastructure Services Contracting Inc. 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 Corporation NV Infrastructure Services Services, Inc. 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 S.A. de C.V. Mexico Inactive C.V. 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, Corporation VA Infrastructure Services Inc. Universal Network Services, Inc. Corporation CA Infrastructure Services (49% interest) 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 Corporation MD Infrastructure Services Group, Inc. Michigan Trenching Service, Inc. Corporation MI Infrastructure Services Lyons Equipment, Inc. Corporation MI 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 Kinetic Ventures Fund I, LLC (22.22% interest), LLC DE Investment (in Energy- and Kinetic Ventures Fund II, Related and LLC (17.64% interest) Communications) - -------------------------------------------------------------------------------- Page 4

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 Ventures and Exelon Generation and their subsidiaries can be found in the following document: Item 1 of the Annual Report of Exelon on Form 10-K for the year ended December 31, 2000 (File No. 1-16169), which is incorporated by reference herein. (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 Ventures and Exelon Generation and their subsidiaries during the preceding five years can be found in Exelon's form 10-K for 2000 and PECO's 10-Ks for each of the previous five years (File No. 1-1401) and Unicom's form 10-K for the years 1996-1999 (File No. 1-11375) 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 Exelon on Form 10-K for the year ended December 31, 2000 (File No. 1-16169). 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 Interstate Transactions: Name of State Delivered Out of State - -------------------------------------------------------------------------------- Page 5

Received from Out of State Exelon Ventures and Exelon Generation are not engaged in the transmission of electric energy or gas in interstate commerce. SECURITIES OUTSTANDING 8. Submit the following information concerning the registrant and each subsidiary thereof as of the latest available date: 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 JANUARY 1, 2001 Amount Issued Name of Obligor Title of Issue Amount Authorized Less Retired - -------------------------------------------------------------------------------------------- UNICOM MECHANICAL Note, 8.750% 19,085 2,371 SERVICES Due March 31, 2001 UNICOM MECHANICAL Note, 8.900% 19,085 2,960 SERVICES Due April 30, 2001 UNICOM MECHANICAL Note, 2.900% 19,410 12,059 SERVICES Due October 1, 2002 UNICOM THERMAL Guaranteed Senior Notes 11,523,000 11,523,000 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 1,145,476 TECHNOLOGIES Equipment Group Obligation, 8.000% Due April 1, 2015 Exelon Generation Pollution Control Notes 24,125,000 24,125,000 Delaware County Series 1993-A, 4.5935% Due August 1, 2016 Exelon Generation Pollution Control Notes 23,000,000 23,000,000 Salem County Series 1993-A, 3.8774% Due March 1, 2025 Exelon Generation Pollution Control Notes 82,560,000 82,560,000 Montgomery County Series 1994-A, 4.2160% Due June 1, 2029 Exelon Generation Pollution Control Notes 13,340,000 13,340,000 Montgomery County Series 1994-B, 4.3000% Due June 1, 2029 Exelon Generation Pollution Control Notes 18,440,000 18,440,000 York County Series 1993-A, 4.5935% Due August 1, 2016 - -------------------------------------------------------------------------------- Page 6

Exelon Generation Pollution Control Notes 34,000,000 34,000,000 Montgomery County Series 1996-A, 4.1840% Due March 1, 2034 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. ISSUER TITLE OF AMOUNT AMOUNT AMOUNT AMOUNT NAME ISSUE AUTHORIZED RESERVED UN-ISSUED ISSUED - ------------------------------------------------------------------------------------------------------------------------------------ Exelon Ventures Company, LLC - ---------------------------------------------------- Exelon Generation Company, LLC PECO Energy Power Company Com. Stk. 984,000 984,000 Susquehanna Power Company Com. Stk. 1,500,000 227,000 1,273,000 The Proprietors of the Susquehanna Canal 22 Susquehanna Electric Company Com. Stk. 1,000 1,000 AmerGen Energy Company, LLC AmerGen Vermont, LLC Exelon (Fossil) Holdings, Inc. Com. Stk. 1,000 900 100 Sithe Energies, Inc. Exelon Peaker Development General, LLC Exelon Peaker Development Limited, LLC ExTex LaPorte Limited Patrnership Concomber Ltd - ---------------------------------------------------- Exelon Enterprises Company, LLC Exelon Energy Company Com. Stk. 1,000 - 900 100 Exelon Energy Ohio, Inc. Com. Stk. 1,000 - - 1,000 AllEnergy Gas & Electric Marketing Company, LLC Texas Ohio Gas, Inc. Exelon Services, Inc. Com. Stk. 1,000 - 900 100 Systems Engineering and Management Corp. 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 UT Holdings Inc. Com. Stk. 1,000 - 900 100 Northwind Chicago LLC Unicom Thermal Development Inc. Com. Stk. 100 - - 100 Exelon Thermal Technologies, Inc. Com. Stk. 100 - - 100 Exelon Thermal Technologies Boston, Inc. Com. Stk. 100 - - 100 Northwind Boston LLC Exelon Thermal Technolgoies Houston, Inc. Com. Stk. 100 - - 100 Northwind Houston LLC Northwind Houston LP Exelon 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 Canada, 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 Exelon Communications Holdings, LLC AT&T Wireless PCS of Philadelphia, LLC PHT Holdings, LLC PECO Hyperion Telecommunications Exelon Communications Company, LLC Energy Trading Company Com. Stk. 1,000 900 100 Exelon Enterprises Management, Inc. Com. Stk. 1,000 900 100 UniGridEnergy, LLC CIC Global, LLC NEON Communications, Inc. VITTS Network Group, Inc. Exelon Capital Partners, Inc. Com. Stk. 1,000 900 100 Permits Now (fka Softcomp) OmniChoice.com, Inc. Enertech Capital Partners, II Everest Broadband Networks UTECH Climate Challenge Fund, L.P. - - - - - Kinetic Ventures I, LLC - - - - - - -------------------------------------------------------------------------------- Page 7

Kinetic Ventures II, LLC - - - - - Exelon Infrastructure Services, Inc. Com. Stk. 150,000,000 119,144,070 30,855,930 Exelon Infrastructure Services of Pennsylvania, Inc. EIS Engineering, Inc. P.A.C.E Field Services, LLC P.A.C.E Environmental, LLC 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. Universal Network Services, Inc. Dashiell Holdings Corp. Dashiell Corporation Dacon Corporation VSI Group Inc International Vital Solutions Group, Inc. Michigan Trenching Service, Inc. Lyons Equipment, Inc. M.J. Electric, Inc. Electric Services, Inc. EIS Investments, LLC WCB Services, LLC Adwin Equipment Company Com. Stk. 1,000 1,000 - -------------------------------------------------------------------------------- Page 8

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 DECEMBER 31, 2000 Information regarding contingent liabilities of Exelon Ventures and Exelon Generation can be found in the following documents: Footnote 18 of the Annual Report of Exelon on Form 10-K for the year ended December 31, 2000 (File No. 1-16169), Footnote 16 of the Annual Report of Commonwealth Edison Company on Form 10-K for the year ended December 31, 2000 (File No. 1-1839), and Footnote 18 of the Annual Report of PECO Energy Company on Form 10-K for the year ended December 31, 2000 (File No. 1-1401). 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. There are no warrants, rights, or options, outstanding and/or authorized not elsewhere herein described for Exelon Ventures and Exelon Generation. As to other securities of the parent corporation, Exelon, 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. - -------------------------------------------------------------------------------- Page 9

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 December 31, 2000 Name of Company Number of Common % Voting Power Issuer Book Shares Owned Value ($000) - ---------------------------------------------------------------------------------------------------------- Exelon Ventures Company, LLC 100% Exelon Generation Company, LLC 100% 4,551,000 PECO Energy Power Company 984,000 100% 24,600 Susquehanna Power Company 1,273,000 100% 47,047 The proprietors of the Susquehanna Canal 100% N/A Susquehanna Electric Company 1,000 100% 10,000 AmerGen Energy Company, LLC 50% AmerGen Venture, LLC 100% Exelon (Fossil) Holdings, Inc. 100% Sithe Energies, Inc. 49.90% Exelon Peaker Development General, LLC 100% N/A Exelon Peaker Development Limited, LLC 100% N/A ExTex LaPorte Limited Partnership 1% EP Gen N/A 99% EP Lim N/A Concomber Ltd 100% 1,200 Exelon Enterprises Company, LLC 100 100% 873,519,290 Exelon Energy Company 100 100% (21,642) Exelon Energy Ohio, Inc. 1,000 100% 13,942 AllEnergy Gas & Electric Marketing Company, LLC N/A 100% 22,850 Texas Ohio Gas, Inc. 100% (403) Exelon Mechanical Services, Inc. 100 100% 33,548 Systems Engineering and Management Corporation, Inc 874 100% 7,107 Unicom Power Holdings, Inc. 100 100% (16,017) Unicom Power Marketing, Inc. 100 100% N/A Unicom Healthcare Management, Inc. 1,110 100% 1,702 UT Holdings, Inc. 100 100% (142,328) Northwind Chicago, LLC N/A 100% (5,649) Unicom Thermal Development, Inc. 100 100% (4,685) Exelon Thermal Technologies, Inc. 100 100% (81,511) Exelon Thermal Technologies Boston, Inc. 100 100% (4,311) Northwind Boston, LLC N/A 25% (11,552) Exelon Thermal Technologies Houston, Inc. 100 100% (766) Northwind Houston, LLC N/A 25% 128 Northwind Houston, LP N/A 25% 13,635 Exelon Thermal Technologies North America, Inc. 10 100% (3,068) Northwind Thermal Technologies Canada, Inc. 10 100% (1,801) Unicom Thermal Technologies, Canada Inc. 10 100% (1,011) UTT National Power, Inc. 100 100% (546) Northwind Midway, LLC N/A 100% N/A UTT Nevada, Inc. 100 100% (177) Northwind Aladdin, LLC N/A 75% 12,000 Northwind Las Vegas, LLC N/A 50% 349 UTT Phoenix, Inc. 100 100% N/A Northwind Arizona Development, LLC N/A 50% N/A Northwind Phoenix, LLC N/A 50% N/A Exelon Communications Holdings, LLC 100% 439,163 AT&T Wireless PCS of Philadelphia, LLC 49% PHT Holdings, LLC 100% 56,620 PECO Hyperion Telecommunications 49% Exelon Communications Company, LLC 100% 149,287 Energy Trading Company 100% 744 Exelon Enterprises Management, Inc. 100% 95,600 UniGridEnergy, LLC 50% CIC Global, LLC 50% NEON Communications, Inc. 10% - -------------------------------------------------------------------------------- Page 10

VITTS Network Group, Inc. 20% Phoenix Foods, LLC 5% Exelon Capital Partners, Inc. 100% 32,966 Permits Now (fka Softcomp) 16% OmniChoice.com, Inc. 30% Enertech Capital Partners II 11% Everest Broadband Networks 15% Exelon Infrastructure Services, Inc. <100% 515,266 Exelon Infrastructure Services of Pennsylvania, Inc. 100% 6,938 EIS Engineering, Inc. 100% P.A.C.E Field Services, LLC 100% 8,135 P.A.C.E Environmental, LLC 100% Chowns Communication, Inc. N/A 100% 11,893 Fischbach and Moore Electric, Inc. N/A 100% MRM Technical Group, Inc. N/A 100% 121,556 Aconite Corporation 100% Gas Distribution Contractors, Inc. 100% Mid-Atlantic Pipeliners, Inc. 100% Mueller Distribution Contractors, Inc. 100% Mueller Energy Services, Inc. 100% Mueller Pipeliners, Inc. 100% Mechanical Specialties Incorporated 100% Rand-Bright Corporation 100% Syracuse Merit Electric, Inc. N/A 100% 15,297 NEWCOTRA, Inc. N/A 100% Fischbach and Moore, Inc. 100% 7,001 Fischbach and Moore Electrical Contractors, Inc. 100% T.H. Green Electric Co., Inc. 100% Trinity industries, Inc. N/A 100% 11,322 OSP Consultants, Inc. N/A 100% 68,116 International Communications Services, Inc. 100% OSP, Inc. 100% OSP Servicios, S.A. de C.V. 100% OSP Telecom, Inc. 100% OSP Telcomm de Mexico, S.A. de C.V. 100% OSP Telcom de Columbia, LTDA 1005 OSP Telecommunications, Ltd. 100% RJE Telecom, Inc. 100% Utilities Locate & Mapping Services, Inc. 100% Universal Network Services, Inc. 49% Dashiell Holdings Corporation N/A 100% 68,215 Dashiell Corporation 100% Dacon Corporation 100% VSI Group, Inc. N/A 100% 19,307 International Vital Solutions Group, Inc. 100% Michigan Trenching Services, Inc. N/A 100% 14,994 Lyons Equipments, Inc. N/A 100% M.J. Electric, Inc. 100% 143,906 Electric Services, Inc. 100% 7,443 EIS Investments, LLC 100% WCB Services, LLC 49% Adwin Equipment Company N/A 100% 16,732 Kinetic Ventures Fund I, LLC 22.22% Kinetic Ventures Fund II, LLC 17.64% N/A Not applicable or Not Available Issuer book value is subject to a final determination. - -------------------------------------------------------------------------------- Page 11

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 December 31, 2000 Investor Investee Type Quantity Cost Carrying Value - ---------------------------------------------------------------------------------------------------------------------- Exelon Pantellos Corporation Corporation N/A $4,439,210 $4,439,210 Capital Partners, Inc. Exelon Automated Power Exchange Competitive Power 1,500,000 $3,000,000 $3,000,000 Capital Exchange Business Partners, Inc. Exelon UTECH Climate Challenge Venture Capital N/A $4,582,713 $23,847,576 Capital Fund, L.P. Investment Partners, Inc. Exelon Exotrope Convertible N/A $500,000 $500,000 Capital Debentures Partners, Inc. Exelon Media Station, Inc. Preferred plus 214,286 $1,500,000 $1,500,000 Capital Warrants (Common) 48,702 Partners, Inc. Energy Trading WorldWide Web Common shares 73,450 $316,753 $9,181 Company NetworX Corporation Energy Trading Entrade Common Shares 200,000 $1,489,115 $162,500 Company - -------------------------------------------------------------------------------- Page 12

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 December 31, 2000: Name of Debtor Name of Creditor Amount Owed Rate of Interest Date of Maturity - --------------------------------------------------------------------------------------------------------- Exelon Exelon Corporation 5,000,000 Variable Revolver Enterprises, LLC Exelon Enterprises,LLC Unicom Investment, Inc. 619,830,398 Variable Revolver Unicom Healthcare Exelon 50,000 Variable Revolver Management, Inc. Enterprises, LLC Exelon Energy Exelon 41,078,696 Variable Revolver Company Enterprises, LLC Exelon Energy Exelon 120,072,983 Variable Revolver Company Enterprises, LLC Unicom Power Exelon 91,000,000 Variable Revolver Holdings, Inc. Enterprises, LLC Exelon Mechanical Exelon 83,328,167 Variable Revolver Services, Inc. Enterprises, LLC UT Holdings, Inc. Exelon 241,870,258 Variable Revolver Enterprises, LLC Exelon Thermal UT Holdings, Inc. 176,708,228 Variable Revolver Technologies, Inc. Exelon Thermal Edison Finance 17,211,180 7.750% 12/31/08 Technologies, Inc. Partnership Unicom Thermal UT Holdings, Inc. 4,125,468 Variable Revolver Development, Inc. Exelon Thermal UT Holdings, Inc. 8,296,380 Variable Revolver Technologies Boston, Inc. Exelon Thermal UT Holdings, Inc. 12,797,500 Variable Revolver Technologies Houston, Inc. Unicom Thermal UT Holdings, Inc. 2,453,441 Variable Revolver Technologies Canada, Inc. UTT Phoenix, Inc. UT Holdings, Inc. 644,000 Variable Revolver UTT Nevada, Inc. UT Holdings, Inc. 12,349,628 Variable Revolver Northwind Midway, LLC UT Holdings, Inc. 215,000 Variable Revolver - -------------------------------------------------------------------------------- Page 13

Exelon CIC Global, LLC 2,000,000 Prime 12/14/2001 Enterprise Management Exelon Neon Communications, Inc. 16,635,881 8.00% 4/15/2005 Enterprise Management Exelon Infrastructure Exelon Enterprises 48,422,908 Variable Revolver Services Exelon Exelon Enterprise 6,917,056 7.00% On Demand Enterprises Management Exelon Fossil Exelon Corporation 696,196,000 7.562% to 7.625% 10/12/2001 Holdings, Inc. AT&T Wireless PCS PECO Wireless, LLC 153,419,000 AFR (semi-annual) On demand of Philadelphia N.A. Not Available (b) Debts owed to others as of December 31, 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. Total Payments for the Lessee Lessor Items Leased year ended December 2000 - --------------------------------------------------------------------------------------------------------------------- Exelon Generation Chase Manhattan Trust Company Railcars 4,671,638 Exelon Generation CIT Group/Equipment Railcars 546,504 Financing Inc. Exelon Generation General Electric Railcar Railcars 1,449,420 Services Corporation (1) Exelon Generation Newcourt Capital USA, Inc. (2) Railcars 3,439,668 Exelon Generation Transport Capital Rail Railcars 576,000 Partners, LLC Exelon Generation Duke Realty Office Space 3,184,393 Exelon Generation Integral Systems Office Space 247,799 Exelon Generation United Jersey Bank, Merrill Creek 14,585,012 As Owner Trustee Exelon Generation FV Office Partnership, Office Building 1,333,333 Limited Partnership Exelon Generation Kennett Development Co. LLC Office Building 2,241,810 Exelon Generation BET Investments Office Building 54,299 ------------ Total $311,385,320 ============ Exelon Enterprises Dover Westchester, LLC Office Space $ 458,483 Exelon Enterprises Glenborough Realty Trust, Inc. Office Building 801,193 - -------------------------------------------------------------------------------- Page 14

Exelon Enterprises Fox Realty Company Office Building 250,000 ------------ Total $ 1,509,676 ============ Exelon Mechanical Services, Inc. Bank of Homewood Office Space $ 83,129 Exelon Mechanical Services, Inc. Thomas F. Nelson Office Space 116,667 Exelon Mechanical Services, Inc. KPS Limited Partnership Office Space 260,182 Exelon Mechanical Services, Inc. Suzanne S. Sprowl Trust Office Space 763,200 Exelon Mechanical Services, Inc. William N. Neiheiser Office Space 72,500 ------------ Total $ 1,295,678 ============ Exelon Energy Company PJF Investments Office Space $ 132,946 Exelon Energy Company 3 University Office Office Space 149,107 Park, Inc. ------------ Total $ 282,053 ============ Exelon Thermal Technologies, Inc. JPS Interests Land $ 165,000 Exelon Thermal Technologies, Inc. Health Care Service Corp Office Space 757,000 Exelon Thermal Technologies, Inc. LaSalle National Office Space 116,250 Trust N.A. Exelon Thermal Technologies, Inc. Scribcor, Inc. Office Space 294,000 ------------ Total $ 1,332,250 ============ Grand Total $315,804,977 ============ (1) Lease was assigned to NBB North America Co., Ltd. as of June 26, 2000. (2) 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) - ------------------------------------------------------------------------------------------------------- 1998 Unicom Thermal 7.38% Note $120,000 100% 1.376% Merrill Lynch, 100% Technologies Goldman Sachs 1999 Unicom Thermal 7.680% Note $11,523 100% 3.237% ABN Amro 100% Technologies 2000 Unicom Thermal 9.090% Note $28,000 100% 2.952% ABN Amro 100% Technologies - -------------------------------------------------------------------------------- Page 15

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. 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 Ventures and Exelon Generation, as of April 23, 2001. Title of Issue Holder of Record and Address Number of Shares Percent of Class Owned - --------------------------------------------------------------------------------------------------------- Exelon Generation Exelon Ventures N/A 100% of member- Membership interest P.O. Box 805398 ship interest Chicago, IL 60680-5398 Exelon Ventures Exelon Corporation N/A 100% of member- Membership interest P.O. Box 805398 ship interest Chicago, IL 60680-5398 (b) Number of shareholders of record each holding 1,000 shares or more, and aggregate number of shares so held. 100 % of Exelon Generation's membership interest is held by Exelon Ventures Company. 100% of Exelon Venture's membership interest is held by Exelon Corporation. (c) Number of shareholders of record each holding less than 1,000 shares, and aggregate number of shares so held. N/A - -------------------------------------------------------------------------------- Page 16

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. 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 Proxy Statement for 2001 Annual Meeting of Shareholders of Exelon (ii) the Annual Report on Form 10-K for the year ending December 31, 2000 for Exelon, 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 - -------------------------------------------------------------------------------- Page 17

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. John W. Rowe: Member of Board of Directors of Unicom from 1998 through the merger closing; member of Board of Directors of ComEd from 1998; member of Board of Directors of Exelon since the merger closing, officer of Exelon Ventures and Exelon Generation 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 Ventures and Exelon Generation, 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. Exelon Ventures and Exelon Generation and their subsidiaries may receive or provide services pursuant to: 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 18

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 Ventures, and Exelon Generation with a variety of services. Such services are provided pursuant to the terms of the form of the General Services Agreement, which was filed as Exhibit H-3 to the form U5B registration statement for Exelon Corporation filed on January 23, 2001. 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 Ventures and Exelon Generation and their subsidiary companies is incorporated by reference to Item 3 of the Annual Report of Exelon Corporation on Form 10-K for the year ended December 31, 2000(File No. 1-16169). - -------------------------------------------------------------------------------- Page 19

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. A Corporate chart of Exelon, including Exelon Ventures and Exelon Generation is being provided under cover of Form SE as Exhibit A-1. 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 Ventures and Exelon Generation and each of their subsidiary companies; (ii) a brief description of every subsidiary company of Exelon Ventures and Exelon Generation; and (iii) a brief description of every subsidiary company of Exelon Ventures and Exelon Generation 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. - -------------------------------------------------------------------------------- Page 20

OMITTED BY PERMISSION OF THE STAFF OF THE COMMISSION. (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. Exelon Ventures and Exelon Generation commenced operations in 2001 and accordingly have no financial statements for 2000. The Consolidating Financial Statements for Exelon Ventures and Exelon Generation for 2001 will be filed in the U5S in 2002. 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 - -------------------------------------------------------------------------------- Page 21

(f) General location and outline of gas producing and reserve areas and diagrammatic location of gathering lines. The maps required by this exhibit were filed under cover of Form SE with the U5B for Exelon Corporation on January 23, 2001. 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. Exelon Ventures and Exelon Generation are wholly owned by Exelon and Exelon Ventures, respectively, and accordingly do not submit annual reports to their stockholders. 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. No such reports required or filed. EXHIBIT H. Typical forms of service, sales, or construction contracts described in answer to Item 18. 1. The forms of the AIA, MSA and General Service Agreement were filed with form U5B for Exelon Corporation on January 23, 2001. 2. Copies of Affiliate Arrangements for Services Other than at Cost were provided to the Staff in paper form on September 18, 2000. - -------------------------------------------------------------------------------- Page 22

This registration statement is comprised of: (a) Pages numbered 1 to 23 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 23rd day of April, 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 April 23, 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 23rd day of April, 2001 /s/ Mary L. Kwilos - ------------------ My commission expires October 26, 2001 - -------------------------------------------------------------------------------- Page 23

INDEX OF EXHIBITS EXHIBIT NO. DESCRIPTION A-1 Organization chart for Exelon, including Exelon Ventures and Exelon Generation (filed herewith on Form SE)