SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 2000
Filed pursuant to the Public Utility Holding Company Act of 1935 by
EXELON CORPORATION
10 South Dearborn Street
37th Floor
Chicago, Illinois 60603
PECO ENERGY POWER COMPANY
2301 Market Street
Philadelphia, Pennsylvania 19101
Glossary of Defined Terms
ComEd Commonwealth Edison Company
Commission Securities and Exchange Commission
Exelon Enterprises Exelon Enterprises Company, LLC
Exelon Exelon Corporation
Exelon Generation Exelon Generation Company, LLC
Financing U-1 The Form U-1 Application/Declaration filed by
Exelon Corporation 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
PEPCO PECO Energy Power Company
Unicom Unicom Corporation
1
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN.
The Corporate structure shown is as of April 18, 2001, reflecting corporate
restructuring undertaken between January 1, 2001 and April 18, 2001. Owner's
book value is as of December 31, 2000.
Name of Company Number of Common % Voting Power Owner's Book
Shares Owned Value ($000)
- ----------------------------------------------------------------------------------------------------------
Exelon Corporation 100%
(Affordable Housing Investments) 92,082
Boston Financial Institutional Tax Credit Fund X - 11%
Related Corporate Partners IV, L.P. - <5%
Boston Financial Institutional Tax Credit Fund XIX - 14%
Related Corporate Partners XII, L.P. - 36%
Boston Financial Institutional Tax Credit Fund XIV - 44%
Boston Financial Institutional Tax Credit Fund XXI - 27%
Related Corporate Partners XIV, L.P. - 16%
Summit Corporate Tax Credit Fund II - 33%
USA Institutional Tax Credit Fund XXII - 30%
Exelon Energy Delivery Company, LLC 100%
Commonwealth Edison Company 190,000 <100% 5,933,000
Commonwealth Edison Company of Indiana, Inc. 1,108,084 100% 30,917
ComEd Financing I - 100% 15,630
ComEd Financing II - 100% 8,671
ComEd Funding, LLC - 100% 86,536
ComEd Transitional Funding Trust - 100%
Commonwealth Research Corporation 200 100% 200
Edison Development Company 741 100% 16,585
Edison Development Canada Inc. 2,600 100% 5,499
Edison Finance Partnership - 100%
PECO Energy Company 100%
PECO Energy Capital Corp. 1,000 100% 17,640
PECO Energy Capital, LP 3% 13,968
PECO Energy Capital Trust II 100%
PECO Energy Capital Trust III 100%
PECO Energy Transition Trust 100% 149,901
ExTel, LLC 100% (1,215)
PECO Wireless, LP 99% PECO; (120,239)
1% Extel
ATNP Finance Company 100% 4,324,366
PEC Financial Services, LLC 100% 12,918
Adwin Realty Company 1,000 100% 22,628
Ambassador II Joint Venture 50%
Bradford Associates 50%
Franklin Town Towers Associates 50%
Henderson Ambassador Associates 50%
Riverwatch Associates 100%
Route 724 100%
East Coast Natural Gas Cooperation, LLP 41.12%
PECO Hyperion Telecommunications 1% (1,380)
Horizon Energy Company 1,000 100%
Unicom Invesment Inc. 100 100%
Scherer Holdings 1, LLC - 100% 49,002
Scherer Holdings 2, LLC - 100% 24,992
Scherer Holdings 3, LLC - 100% 73,989
Spruce Holdings G.P. 2000, LLC - 100% 1,841
Spruce Holdings L.P. 2000, LLC - 100% 182,231
Spruce Equity Holdings, L.P. - 1% Spr GP; 184,072
99% Spr LP
Spruce Holdings Trust - 100% 184,072
Wansley Holdings 1, LLC - 100% 41,941
Wansley Holdings 2, LLC - 100% 21,387
Unicom Resources Inc. 100 100% (13,842)
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
2
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 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% 230
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%
VITTS Network Group, Inc. 20%
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 100%
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%
Unicom Assurance Company Ltd. (Inactive) N/A 100% N/A
N/A Not applicable or Not Available
Issuer book value is subject to a final determination.
3
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
NONE
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
None in addition to those reported in the Rule 24 certificate filed on April 2,
2001.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
A. PECO Energy Company - Debt Retirements
1. On November 14, 2000, PECO retired, with cash, upon maturity, its $38.5
million principal amount variable rate note.
B. Commonwealth Edison Company - Redemption of Securities
1. In the fourth quarter of 2000, ComEd repurchased 19.9 million of its common
shares from Unicom in exchange for an $850 million note receivable ComEd held
from Unicom Investment, Inc.
C. Exelon Enterprise's Acquisitions (filed confidentially herewith on Form SE)
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES AS OF
DECEMBER 31,2000.
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
4
Exelon Phoenix Foods, LLC Limited Liability
Enterprise Company N/A
Management, Inc
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 Fund, L.P. Venture Capital N/A $4,582,713 $23,847,576
Capital Investment
Partners, Inc.
Exelon Exotrope Convertible Debentures N/A $500,000 $500,000
Capital
Partners, Inc.
Exelon Media Station, Inc. Preferred plus 214,286 $1,500,000 $1,500,000
Capital Warrants (Common) 48,702
Partners, Inc.
Energy WorldWide Web NetworX Corporation Common shares 73,450 $316,753 $9,181
Trading
Company
Energy Entrade Common Shares 200,000 $1,489,115 $162,500
Trading
Company
N/A Not applicable
5
ITEM 6. OFFICERS AND DIRECTORS - PART 1.
The positions of officers and directors of system companies as of December 31,
2000 were as follows:
Exelon Corporation
Board of Directors
Edward A. Brennan
Carlos H. Cantu
Daniel L. Cooper
M. Walter D'Alessio
Bruce DeMars
G. Fred DiBona, Jr.
Sue Ling Gin
Richard H. Glanton
Rosemarie B. Greco
Edgar D. Jannotta
Corbin A. McNeill, Jr.
John M. Palms
John W. Rogers, Jr.
John W. Rowe
Ronald Rubin
Richard L. Thomas
Officers
McNeill, Jr., Corbin A. Co-Chief Executive Officer and Chairman
Rowe, John W. Co-Chief Executive Officer and President
Kingsley Jr., Oliver D. Executive Vice President
Egan, Michael J. Executive Vice President
Strobel, Pamela B. Executive Vice President
McLean, Ian P. Senior Vice President
Mehrberg, Randall E. Senior Vice President and General Counsel
Moler, Elizabeth A. Senior Vice President, Government
Affairs-Federal
Padron, Honorio J. Senior Vice President
Snodgrass, S. Gary Senior Vice President and Chief Human
Resources Officer
Lawrence, Kenneth G. Senior Vice President
Clark, Frank M. Senior Vice President, Communications and
Public Affairs
Gillis, Ruth Ann M. Senior Vice President and Chief Financial
Officer
Woods, David W. Senior Vice President
Gibson, Jean Vice President and Corporate Controller
Haviland, Paul E. Vice President, Corporate Development
McDonald, Robert K. Vice President, Risk Management
Mitchell, J. Barry Vice President and Treasurer
Combs, Katherine K. Vice President and Corporate Secretary
Cesareo, David J. Vice President, Environmental Health and
Safety
Kirchoffner, Donald P. Vice President, Communications
Brown, Virginia A. Vice President, Human Resources Planning
and Development
DaSilva, Assir R. Vice President, Diversity
Diedrich, John F. Vice President, Employee Health and
Benefits
Fonseca, Victor Vice President, Compensation
Samolis, John R. Vice President, Labor and
Employee Relations
Peters, Scott N. Assistant Secretary
Cutler, Todd D. Assistant Secretary
Shicora, George Assistant Treasurer
Walls, Charles M. Assistant Treasurer
6
COMED
Officers
McNeill, Jr, Corbin A Co-Chief Executive Officer;
Rowe, John W Co-Chief Executive Officer and President;
Chairman
Kingsley Jr, Oliver D EVP, Nuclear and Chief Nuclear Officer
Strobel, Pamela B EVP, Energy Delivery,
Clark, Frank M Sr VP, Distribution Cust/Mrktg Services &
Ext Affairs
Crane, Christopher M Sr VP, Nuclear Regional Operating Group 1
Gillis, Ruth Ann M Sr VP, Finance and Chief Financial Officer
Helwig, David R Sr VP, Nuclear Services
McLean, Ian P Sr VP, Power Team
Padron, Honorio J Sr VP, Business Services
Snodgrass, S Gary Sr VP, Human Resources
Woods, David W Sr VP, Communications & Public Affairs
Skolds, John L Chief Operating Officer, Nuclear
Benjamin, Jeffrey A VP, Nuclear Licensing and Regulatory
Bohlke, William H VP, Nuclear Engineering
Bonney, Paul R VP, Business Services General Counsel
Cesareo, David J VP, Environmental Health and Safety
Cornew, Kenneth W VP, Power Team Long-term Transactions
Costello, John T VP, Distribution Customer Service Operations
Cullen, Jr, Edward J VP, Generation General Counsel
DeCampli, David G VP, Energy Delivery Engineering & Technical
Analysis
Donleavy, John J VP, Distribution Regional Distributions,
Operations
Dwyer, Robert E,. Jr. VP, Distribution Media Relations,
Communications, & Reporting,
Erdlen, Michael VP, Power Team Information Technology
Flavin, Joseph VP, Business Services Supply
Freeman, Jan H VP, Generation Public Affairs,
Gibson, Jean VP and Corporate Controller
Gordon, Jennifer VP, Business Services Communications
Guerra, James D VP, Nuclear Business Operations
Heffley, J Michael VP, Nuclear Oversight
Ho, Alan VP, Business Services Information Technology
Hooker, John T VP, Distribution Services, Community
Relations & Admin Services
Ivey, Susan O VP, Power Team Short-term Transactions
Jiruska, Frank J VP, Distribution Energy Services, Marketing
& Sales
Jennings, Theodore E VP, Nuclear Outage & Project Management
Juracek, Arlene A VP, Distribution Rates & Access
Implementation, Reg. Strategies,
Governmental & Reg. Affairs
Krisch, Joseph R VP, Distribution HR Training & Safety
Landy, Richard J VP, Nuclear HR & Administration
Lasky, Joseph A VP, Distribution Information Technology
Lauer, Rebecca J VP, Distribution General Counsel
Lizanich, Nicholas J VP, Distribution Planning and Engineering
Malone, James P VP, Nuclear Fuels
McDermott, Cornelius J VP, Generation Communications
Metzner, Michael VP, Power Team Finance/Analytics/Risk
Moscovitch, Ruth M VP, Energy Delivery and Distribution
Strategic Initiatives
7
Segneri, Jr, Carl L VP, Distribution Regional Distributions,
Operations
Settelen, John L VP & Generation Controller
Spencer, Steven VP, Business Services Finance
Stanley, Harold Gene VP, Nuclear MW ROG Support
Talbot, Ronald E VP, Distribution Regional Distributions,
Operations
Terrell, Napoleon VP, Business Services Human Resources
Tyne, Ray VP, Business Services Operations
Williams, James B VP, Distribution Project & Contract
Management
Dimmette, Joel P Site VP - Quad Cities
Levis, William Site VP - Byron
Pardee, Charles G Site VP - LaSalle
Swafford, Preston D Site VP - Dresden
Tulon, Timothy Site VP - Braidwood
Mitchell, J Barry VP and Treasurer
Shicora, George R Assistant Treasurer
Walls, Charles S Assistant Treasurer
Combs, Katherine K Secretary
Cutler, Todd D Assistant Secretary
Peters, Scott N Assistant Secretary
PECO
Officers
McNeill, Jr, Corbin A Co-Chief Executive Officer and President;
Chairman
Rowe, John W Co-Chief Executive Officer
Kingsley Jr, Oliver D EVP, Nuclear and Chief Nuclear Officer
Egan, Michael J EVP, Enterprises
Strobel, Pamela B EVP, Energy Delivery
Cotton, John B Sr VP, Nuclear Technical Support
Crane, Christopher M Sr VP, Nuclear Regional Operating Group 1
Cucchi, Gregory A Sr VP, Enterprises
Gillis, Ruth Ann M Sr VP, Finance and Chief Financial Officer
Hagan, Joseph J Sr VP, Nuclear Regional Operating Group 2
Jacobs, Christine A Sr VP, Exelon Power
Lawrence, Kenneth G Sr VP, Distribution
McElwain, John P Sr VP, Nuclear Regional Operating Group 3
McLean, Ian P Sr VP, Power Team
Padron, Honorio J Sr VP, Business Services
Rainey, Gerald R Sr VP, Generation
Rhodes, Gerald N Sr VP, Exelon Energy
Smith, III, William H Sr VP, Business Services
Snodgrass, S Gary Sr VP, Human Resources
Woods, David W Sr VP, Communications & Public Affairs
Skolds, John L Chief Operating Officer, Nuclear
Adams, Craig L VP, Distribution Contractor & Supply
Management
8
Benjamin, Jeffrey A VP, Nuclear Licensing and Regulatory
Bohlke, William H VP, Nuclear Engineering
Bonney, Paul R VP, Business Services General Counsel
Cavanaugh, Ellen M VP, Distribution Electric Supply &
Transmission
Cesareo, David J VP, Environmental Health and Safety
Coyle, Michael T VP, Clinton Power Station
Cornew, Kenneth W VP, Power Team Long-term Transactions
Cullen, Jr, Edward J VP, Generation General Counsel
DeCampli, David G VP, Energy Delivery Engineering & Technical
Analysis
Doering, Jr., John VP, Peach Bottom Atomic Power Station
Dudkin, Gregory N VP, Distribution Customer & Marketing
Services
Erdlen, Michael VP, Power Team Information Technology
Flavin, Joseph VP, Business Services Supply
Freeman, Jan H VP, Generation Public Affairs
Gibson, Jean VP and Corporate Controller
Gordon, Jennifer VP, Business Services Communications
Haviland, Paul E VP, Corporate Development
Hill, Jr, Thomas P VP, Distribution Finance
Ho, Alan VP, Business Services Information Technology
Horting, Reed R VP, Distribution Gas Supply & Transportation
Ivey, Susan O VP, Power Team Short-term Transactions
Jennings, Theodore E VP, Nuclear Outage & Project Management
Johnston, J Lindsay VP, Distribution Human Resources
Kray, Marilyn C VP, Nuclear Acquisition Support and
Integration Officer
Langenbach, James W VP, Nuclear Station Support
Landy, Richard J VP, Nuclear HR & Administration
Lauer, Rebecca J VP, Energy Delivery General Counsel
Lewis, Charles P VP, Generation Strategy & Development
Malone, James P VP, Nuclear Fuels
Matthews, Cassandra A VP, Information Technology and Chief
Information Officer
McDermott, Cornelius J VP, Generation Communications
Metzner, Michael VP, Power Team Fiance/Analytics/Risk
Moscovitch, Ruth M VP, Energy Delivery Strategic Initiatives
Muntz, James A VP, Generation Special Projects
9
Murphy, Dennis E VP, Enterprises Marketing and Business
Development
Newman, Glenn VP, Enterprises General Counsel
O'Brien, Denis VP, Distribution Operations
Settelen, John L VP & Generation Controller
Spencer, Steven VP, Business Services Finance
Stanley, Harold Gene VP, Nuclear MW ROG Support
Terrell, Napoleon VP, Business Services Human Resources
Tyne, Ray VP, Business Services Operations
Walters, Kathleen M VP, Distribution Information Technology/CIO
White, Richard G VP, Corporate Planning
Coyle, Michael Site VP - Clinton Nuclear Power Station
Doering Jr., John Site VP - Peach Bottom Atomic Power Station
Fetters, Drew B Site VP - Vermont Yankee Nuclear Power
Station
von Suskil, James D Site VP - Limerick Generating Station
Warner, Mark E Site VP - TMI
Mitchell, J Barry VP and Treasurer
Shicora, George R Assistant Treasurer
Walls, Charles S Assistant Treasurer
Combs, Katherine K Secretary
Cutler, Todd D Assistant Secretary
Peters, Scott N Assistant Secretary
Exelon Generation
Officers
McNeill, Jr, Corbin A Chief Executive Officer and President Exelon
Generation
Kingsley, Jr, Oliver D President and Chief Nuclear Officer, Exelon
Nuclear
McLean, Ian P President, Exelon Power Team
Skolds, John L Chief Operating Officer, Exelon Nuclear
Bohlke, William H Sr VP, Nuclear Services, Exelon Nuclear
Cotton, John B Sr VP, Technical Support, Exelon Nuclear
Crane, Christopher M Sr VP, MidWest Regional Operating Group,
Exelon Nuclear
Hagan, Joseph J Sr VP, MidAtlantic Regional Operating Group,
Exelon Nuclear
Jacobs, Christine A Sr VP, Exelon Generation; President, Exelon
Power
McElwain, John P Sr VP, Exelon Nuclear
Woods, David W Sr VP, Communications & Public Affairs,
Exelon Generation
Benjamin, Jeffrey A VP, Licensing and Regulatory, Exelon Nuclear
Cornew, Kenneth W VP, Long-term Transactions, Exelon Power
Team
Cullen, Jr, Edward J VP, General Counsel and Secretary
Erdlen, Michael VP, Information Technology, Exelon Power
Team
Freeman, Jan H VP, Public Affairs, Exelon Generation
Guerra, James D VP, Business Operations, Exelon Nuclear
Heffley, J Michael1 VP, Nuclear Oversight, Exelon Nuclear
Ivey, Susan O VP, Short-term Transactions, Exelon Power
Team
Jennings, Theodore E VP, Outage & Project Management, Exelon
Nuclear
Kray, Marilyn C VP, Acquisition Support and Integration,
Exelon Nuclear
Landy, Richard J VP, Human Resources & Administration, Exelon
Nuclear
Langenbach, James W VP, Nuclear Station Support, Exelon Nuclear
Lewis, Charles P VP, Strategy & Development, Exelon
Generation
Malone, James P VP, Nuclear Fuels, Exelon Nuclear
McDermott, Cornelius J VP, Communications, Exelon Generation
Meister, James R VP, Nuclear Engineering, Exelon Nuclear
Metzner, Michael VP, Finance/Analytics/Risk, Exelon Power
Team
10
Muntz, James A VP, Special Projects, Exelon Generation
Settelen, John L VP & Controller, Exelon Generation
Stanley, Harold Gene VP, MidWest ROG Support, Exelon Nuclear
Heffley, J Michael Site VP - Clinton Nuclear Power Station
Dimmette, Joel P Site VP - Quad Cities Nuclear Power Station
DeGregorio, Ronald J Site VP - Oyster Creek
Doering, Jr, John Site VP - Peach Bottom Atomic Power Station
Fetters, Drew B Site VP - Vermont Yankee Nuclear Power
Station
Levis, William Site VP - Byron Station
Pardee, Charles G Site VP - LaSalle County Station
Swafford, Preston D Site VP - Dresden Nuclear Power Station
Tulon, Timothy Site VP - Braidwood Station
von Suskil, James D Site VP - Limerick Generating Station
Warner, Mark E Site VP - TMI
Berdelle, Robert E VP, Generation
McDonald, Robert K VP, Generation
Spencer, Steven L VP, Business Services, Financial Services
Mitchell, J Barry VP and Treasurer
Shicora, George R Assistant Treasurer
Walls, Charles S Assistant Treasurer
Cutler, Todd D Assistant Secretary
Peters, Scott N Assistant Secretary
Exelon Enterprises
Officers
Rowe, John W Chair
Egan, Michael J President & Chief Executive Officer
Beard, Kenneth H VP, Exelon Enterprises & President, Energy
Services
Abromitis, James J VP, Exelon Thermal Technologies
Cucchi, Gregory A VP Exelon Enterprises & President, Exelon
Infrastructure Services &
Telecommunications
Gilpin, Robert A VP, Residential Energy
Hoekstra, Louis A VP, Energy Solutions
Kampling, Patricia L SVP & Chief Financial Officer
Murphy, Dennis E VP, Marketing & Business Development
Newman, Glenn D VP, General Counsel and Secretary
Rhodes, Gerald N VP, Exelon Enterprises and President,
Exelon Energy
Rollo, Richard VP, Strategic Planning
Rowe, E Kathleen VP, Information Technology, Business
Services & Supply
Shinn, Robert A VP, Exelon Capital Partners
11
Berdelle, Robert E VP, Enterprises
McDonald, Robert K VP, Enterprises
Spencer, Steven L VP, Business Services, Financial Services
Mitchell, J Barry VP and Treasurer
Shicora, George R Assistant Treasurer
Walls, Charles S Assistant Treasurer
Cutler, Todd D Assistant Secretary
Peters, Scott N Assistant Secretary
The listing of Officers for PEPCO will be filed with the Amendment to the 2000
Exelon and PEPCO U5S filing related to Exhibit F.3.
ITEM 6. OFFICERS AND DIRECTORS - PART II.
Financial Connections - The following is a list, as of December 31, 2000, of all
officers and directors of each system company who have financial connections
within the provisions of Section 17(c) of the Public Utility Holding Company Act
of 1935.
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).
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).
12
ITEM 6. OFFICER AND DIRECTORS - PART III.
(a), (b) and (c) Directors' and Executive Officers' Compensation, Interests in
Securities Interests and Transactions with System Companies.
Information concerning compensation, interests in system securities, and
transactions with system companies is set forth in Exhibits A.1 and A.2 to this
Form U5S and is incorporated herein by reference.
(d) Indebtedness of Directors or Executive Officers to System Companies.
None
(e) Directors' and Executive Officers' Participation in Bonus and Profit-Sharing
Arrangements and Other Benefits.
See Exhibit A.2 for descriptions of the participation of directors and executive
officers of System companies in bonus and profit-sharing arrangements and other
benefits.
(f) Directors' and Executive Officers' rights to Indemnity.
The state laws under which each of the companies is incorporated provide broadly
for indemnification of directors and officers against claims and liabilities
against them in their capacities as such. Each of the companies' charters or
by-laws also provides for indemnification of directors and officers. In
addition, directors and executive offices of Exelon and all subsidiary companies
are insured under directors' and officers' liability policies.
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
Part I. None
Part II. None
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. INTERCOMPANY SALES AND SERVICE
Exelon provided information on services, sales and construction contracts under
Form U-9C-3 filed confidentially on March 30, 2001, pursuant to Rule 104. In
addition, Exelon reports the following transactions:
Transaction Serving Company Receiving Company Compensation
- ----------- --------------- ----------------- ------------
Fiber-optic PECO Hyperion Telecomun- $575,230
Equipment Lease ications
Communication AT&T Wireless of PECO $111,726
Services Philadelphia, LLC
Other transactions may not have been reported, consistent with the terms of the
Merger U-1 order granting Exelon until December 31, 2001 to fully implement its
affiliate transaction procedures.
13
Part II. The System companies had no contracts to purchase services
or goods during 2000 from any affiliated (other than a System
company) or from a company, in which any officer or director of
the receiving company is a partner or owns 5 percent of more of
any class of equity securities, except as reported in Item 6.
Part III. The System company does not employ any other person for the
performance on a continuing basis of management, supervisory or
financial advisory services.
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Part I
a.) Sithe Energies, Inc.
335 Madison Avenue, 28th Fl.
New York, New York 10017
Sithe Energies, Inc. (Sithe) is an independent power generator in North
America utilizing primarily fossil and hydro generation. The purchase
involves approximately 10,000 megawatts (MW) of generation consisting of
3,800 MW of existing merchant generation, 2,500 MW under construction,
and another 3,700 MW of generation in various stages of development, as
well as Sithe's domestic marketing and development businesses. The
generation assets are located primarily in Massachusetts and New York,
but also include plants in Pennsylvania, California, Colorado and Idaho,
as well as Canada and Mexico.
Exelon owns 49.9% of Sithe and holds the option to purchase the
remaining 50.1% interest in Sithe between December 2002 and December
2005 at a price based on prevailing market conditions.
AmerGen Energy Company, L.L.C.
200 Exelon Way, Suite 345
Kennett Square, Pennsylvania 19348
Exelon and British Energy, Inc., a wholly owned subsidiary of British
Energy plc, formed AmerGen Energy Company, L.L.C. (AmerGen) to pursue
opportunities to acquire and operate nuclear generating stations in the
United States. Exelon owns a 50% equity interest in AmerGen. AmerGen
owns and operates Clinton Nuclear Power Station, Three Mile Island Unit
No. 1 Nuclear Generating Facility, and Oyster Creek Nuclear Generation
Facility with an aggregate capacity of 2,378 MW.
b.) At December 31, 2000, Exelon's aggregate capital investment in all EWGs
and FUCOs was approximately $748.0 million of which $704.0 was invested
in Sithe and $44.0 million was invested in AmerGen.
Exelon Generation and British Energy have each agreed to provide up to
$100 million to AmerGen at any time for operating expenses. Exelon
anticipates that Exelon Generation's capital expenditures will be funded
by internally generated funds, Exelon Generation borrowings or capital
contributions from Exelon. Exelon Generation's borrowings may be
initially guaranteed by Exelon as a result of Exelon Generation's lack
of separate operational history.
c.) Exelon accounts for its investments in Sithe and AmerGen using the
equity method of accounting whereby Sithe and AmerGen financial
statements are not consolidated with the financial statements of Exelon.
At December 31, 2000, the consolidated capitalization ratio of Exelon
was: debt 66%, common equity 31%, and preferred securities of
subsidiaries of 3%. (For these purposes, "consolidated debt" means all
long-term debt, long-term debt due within one year, notes payable and
other short-term obligations, including any short-term debt and
non-recourse debt of EWG/FUCO Projects, to the extent normally
consolidated under applicable financial reporting rules).
d.) As permitted by the Merger U-1, AmerGen receives services from ComEd and
PECO including engineering, regulatory support, systems integration,
accounting and general services. These services are performed at cost,
pursuant to the Affiliate Interests Agreement in the case of ComEd and
pursuant to the Mutual Services Agreement in the case of PECO, and it is
expected that each company wil provide AmerGen with approximately
$300,000 in services annually. In addition, Exelon Generation Company
LLC will provide AmerGen with similar services valued at approximately
$49,900,000, at cost, pursuant to a contract being drafted.
14
Part II
An organization chart showing the relationship of each EWG to other
system companies is included as Exhibit H. (filed herewith on Form SE)
Part III
As determined pursuant to the December 8, 2000 Order, the Modified Rule 53 Test
applicable to Exelon's investments in EWGs and FUCOs issued in connection with
the Financing U-1, is $4,000.0 million. At December 31, 2000, Exelon's
"aggregate investment" (as defined in rule 53(a) under PUHCA) in all EWGs and
FUCOs was approximately $748.0 million, and accordingly, at December 31, 2000,
Exelon's remaining investment capacity under the Modified Rule 53 Test was
approximately $3,252.0 million.
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Filed confidentially on Form SE.
NOTES TO FINANCIAL STATEMENTS
Exelon Reference is made to "Notes to
Consolidated Financial Statements"
contained in the Exelon 2000 Annual
Report to Shareholders, which
information is incorporated by
reference.
PEPCO financial statements will be filed with the Amendment to the 2000 Exelon
and PEPCO U5S filing related to Exhibit F.3.
EXHIBITS
The following exhibits are incorporated by reference to the indicated SEC file
number, unless a single asterisk appears next to the exhibit reference. A single
asterisk indicates exhibits which are filed herewith.
EXHIBIT
NUMBER DESCRIPTION
A. ANNUAL REPORTS FILED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
A.1 2000 Annual Report on Form 10-K for Exelon, ComEd and PECO, File Nos.
01-16169, 01-1839 and 01-01401, respectively.
A.2 2000 Proxy Statement of Exelon Corporation. File No. 01-16169
A.3 Exelon Corporation Form 8-K filed March 16, 2001 containing Exelon
2000 financial statements, footnotes and management's discussion and
analysis.
B. CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS, AND OTHER
FUNDAMENTAL DOCUMENTS OF ORGANIZATION
The articles and bylaws of Exelon, ComEd and PECO are incorporated by
reference to the following:
Exelon 10-K
Exhibit No. Description
3-1 Articles of Incorporation of Exelon Corporation (Registration
Statement No. 333-37082, Form S-4, Exhibit 3-1).
3-2 Bylaws of Exelon Corporation (Registration Statement No.
333-37082, Form S-4, Exhibit 3-2).
3-3 Amended and Restated Articles of Incorporation of PECO Energy
Company.
3-4 Bylaws of PECO Energy Company, adopted February 26, 1990 and
amended January 26, 1998 (File No. 1-01401, 1997 Form 10-K,
Exhibit 3-2).
3-5 Restated Articles of Incorporation of Commonwealth Edison Company
effective February 20, 1985, including Statements of Resolution
Establishing Series, relating to the establishment of three new
series of Commonwealth Edison Company preference stock known as
the "$9.00 Cumulative Preference Stock," the "$6.875 Cumulative
Preference Stock" and the "$2.425 Cumulative Preference Stock"
(File No. 1-1839, 1994 Form 10-K, Exhibit 3-2).
3-6 Bylaws of Commonwealth Edison Company, effective September 2,
1998, as amended through October 20, 2000.
C. The indentures or other fundamental documents defining the rights of
holders of funded debt listed below are incorporated by reference:
15
Exelon 10-K
Exhibit No. Description
4-3 First and Refunding Mortgage dated May 1, 1923 between The
Counties Gas and Electric Company (predecessor to PECO Energy
Company) and Fidelity Trust Company, Trustee (First Union
National Bank, successor), (Registration No. 2-2281, Exhibit
B-1).
4-3-1 Supplemental Indentures to PECO Energy Company's First and
Refunding Mortgage:
Dated as of File Reference Exhibit No.
---------------- --------- -----------
May 1, 1927 2-2881 B-1(c)
March 1, 1937 2-2881 B-1(g)
December 1, 1941 2-4863 B-1(h)
November 1, 1944 2-5472 B-1(i)
December 1, 1946 2-6821 7-1(j)
September 1, 1957 2-13562 2(b)-17
May 1, 1958 2-14020 2(b)-18
March 1, 1968 2-34051 2(b)-24
March 1, 1981 2-72802 4-46
March 1, 1981 2-72802 4-47
December 1, 1984 1-01401, 1984 Form 10-K 4-2(b)
April 1, 1991 1-01401, 1991 Form 10-K 4(e)-76
December 1, 1991 1-01401, 1991 Form 10-K 4(e)-77
April 1, 1992 1-01401, March 31, 1992 4(e)-79
Form 10-Q
June 1, 1992 1-01401, June 30, 1992 4(e)-81
Form 10-Q
July 15, 1992 1-01401, June 30, 1992 4(e)-83
Form 10-Q
September 1, 1992 1-01401, 1992 Form 10-K 4(e)-85
March 1, 1993 1-01401, 1992 Form 10-K 4(e)-86
May 1, 1993 1-01401, March 31, 1993 4(e)-88
Form 10-Q
May 1, 1993 1-01401, March 31, 1993 4(e)-89
Form 10-Q
August 15, 1993 1-01401, Form 8-A dated 4(e)-92
August 19, 1993
November 1, 1993 1-01401, Form 8-A dated 4(e)-95
October 27, 1993
May 1, 1995 1-01401, Form 8-K dated 4(e)-96
May 24, 1995
4-4 Mortgage of Commonwealth Edison Company to Illinois Merchants
Trust Company, Trustee (Harris Trust and Savings Bank, as current
successor Trustee), dated July 1, 1923, Supplemental Indenture
thereto dated August 1, 1944, and amendments and supplements
thereto dated, respectively, August 1, 1946, April 1, 1953, March
31, 1967, April 1,1967, July 1, 1968, October 1, 1968, February
28, 1969, May 29, 1970, June 1, 1971, May 31, 1972, June 15,
1973, May 31, 1974, June 13, 1975, May 28, 1976, and June 3,
1977. (File No. 2-60201, Form S-7, Exhibit 2-1).
16
4-5-1 Supplemental Indentures to aforementioned Commonwealth Edison
Mortgage.
Dated as of File Reference Exhibit No.
---------------- --------- -----------
May 17, 1978 2-99665, Form S-3 4-3
August 31, 1978 2-99665, Form S-3 4-3
June 18, 1979 2-99665, Form S-3 4-3
June 20, 1980 2-99665, Form S-3 4-3
April 16, 1981 2-99665, Form S-3 4-3
April 30, 1982 2-99665, Form S-3 4-3
April 15, 1983 2-99665, Form S-3 4-3
April 13, 1984 2-99665, Form S-3 4-3
April 15, 1985 2-99665, Form S-3 4-3
April 15, 1986 33-6879, Form S-3 4-9
June 15, 1990 33-38232, Form S-3 4-12
June 1, 1991 33-40018, Form S-3 4-12
October 1, 1991 33-40018, Form S-3 4-13
October 15, 1991 33-40018, Form S-3 4-14
February 1, 1992 1-1839, 1991 Form 10-K 4-18
May 15, 1992 33-48542, Form S-3 4-14
July 15, 1992 33-53766, Form S-3 4-13
September 15, 1992 33-53766, Form S-3 4-14
February 1, 1993 1-1839, 1992 Form 10-K 4-14
April 1, 1993 33-64028, Form S-3 4-12
April 15, 1993 33-64028, Form S-3 4-13
June 15, 1993 1-1839, Form 8-K dated 4-1
May 21, 1993
July 1, 1993 1-1839, Form 8-K dated 4-2
May 21, 1993
July 15, 1993 1-1839, Form 10-Q for 4-1
quarter ended June
30, 1993.
January 15, 1994 1-1839, 1993 Form 10-K 4-15
December 1, 1994 1-1839, 1994 Form 10-K 4-16
June 1, 1996 1-1839, 1996 Form 10-K 4-16
4-5-2 Instrument of Resignation, Appointment and Acceptance dated
January 31, 1996, under the provisions of the Mortgage dated July
1, 1923, and Indentures Supplemental thereto (File No. 1-1839,
1995 Form 10-K, Exhibit 4-28).
4-5-3 Instrument dated as of January 31, 1996, for trustee under the
Mortgage dated July 1, 1923 and Indentures Supplemental thereto
(File No. 1-1839, 1995 Form 10-K, Exhibit 4-29).
4-6 Indentures of Commonwealth Edison Company to The First National
Bank of Chicago, Trustee (Amalgamated Bank of Chicago, as current
successor Trustee), dated April 1, 1949, October 1, 1949, October
1, 1950, October 1, 1954, January 1, 1958, January 1, 1959 and
December 1, 1961 (File No. 1-1839, 1982 Form 10-K, Exhibit 4-20).
4-7 Indenture dated as of September 1, 1987 between Commonwealth
Edison Company and Citibank, N.A., Trustee relating to Notes
(File No. 1-1839, Form S-3, Exhibit 4-13).
4-7-1 Supplemental Indenture to Indenture dated September 1, 1987 dated
July 14, 1989 (File No. 33-32929, Form S-3, Exhibit 4-16).
4-7-2 Supplemental Indenture to Indenture dated September 1, 1987,
dated January 1, 1997 (File No. 1-1839, 1999 Form 10K, Exhibit
4-21).
4-7-3 Supplemental Indenture to Indenture dated September 20, 1987,
dated September 1, 2000.
17
D. TAX ALLOCATION AGREEMENT PURSUANT TO RULE 45(c)
Not yet available.
E. None
*F. SCHEDULES SUPPORTING ITEMS OF THE REPORT.
F.1 The consent of the independent accountants as to their opinion
on Exelon's consolidated financial statements and the footnotes
is included in Exhibit F.1.
The opinion of the independent accountants as to the financial
statements of PEPCO will be filed with the Amendment to the
Exelon and PEPCO U5S filing related to Exhibit F.3.
F.2 Supporting plant, depreciation and reserve schedules for
Commonwealth Edison Company and Commonwealth Edison Company of
Indiana, Inc. from FERC Form No. 1 - Annual Report of Major
Electric Utilities, Licensees, and Others as follows: (filed
herewith on Form SE)
Summary of Utility Plant and Accumulated Provisions for
Depreciation, Amortization and Depletion
Nuclear Fuel Materials
Electric Plant in Service
Electric Plant Held for Future Use
Construction Work in Progress - Electric
Accumulated Provision for Depreciation of Electric Utility Plant
Non-utility Property
F.3 PECO has requested an extension of time to file its FERC Form
No. 1 and Annual Report to the Pennsylvania Public Utility
Commission. After these forms are filed, an Amendment to Form
U5S for Exelon and PEPCO for the year ended December 31, 2000
will be filed with the Commission.
G. FINANCIAL DATA SCHEDULES
Not available, as financial data schedules are no longer required to be
filed.
*H. ORGANIZATION CHART
(filed herewith on Form SE)
I. Exhibit I will be filed with the Amendment to the 2000 Exelon and PEPCO U5S
filing related to Exhibit F.3.
18
SIGNATURE
Exelon Corporation, a registered holding company, has duly caused this annual
report for the year ended December 31, 2000 to be signed on its behalf by the
undersigned thereunto duly authorized, pursuant to the requirements of the
Public Utility Holding Company Act of 1935.
EXELON CORPORATION
By: /S/ Jean H. Gibson
---------------------
Jean H. Gibson
Vice President and
Corporate Controller
May 1, 2001
19
Exhibit F.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Annual Report to the
Securities and Exchange Commission on Form U5S of Exelon Corporation for the
year ended December 31, 2000 filed pursuant to the Public Utility Holding
Company Act of 1935, of our report dated January 30,2001 relating to the
consolidated financial statements of Exelon Corporation which are incorporated
by reference in their Annual Report on Form 10-K for the year ended December 31,
2000 and our reports dated January 30, 2001 relating to the consolidated
financial statements of Commonwealth Edison Company and PECO Energy Company
which are included in their Annual Reports on Form 10-K for the year ended
December 31, 2000.
PricewaterhouseCoopers
Chicago, Illinois
April 30, 2001