UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of CERTIFICATE
Exelon Corporation OF
File No. 70-9693 NOTIFICATION
Public Utility Holding Company Act of 1935 (PUHCA)
Exelon Corporation, a Pennsylvania corporation and registered holding
company (Exelon), hereby submits the following Certificate of Notification
pursuant to Rule 24. This filing is made pursuant to Exelon's Form U-1
Application-Declaration, as amended (the "Financing U-1") and the Securities and
Exchange Commission's merger, financing and investment orders. This certificate
reports activity in File No. 70-9693 for the period July 1, 2002 through
September 30, 2002. Any capitalized terms used herein but not defined herein
have the respective meanings given in the Financing U-1 or the Commission's
Orders.
See Exhibit C for Glossary of Defined Terms
1. Order - A computation in accordance with rule 53(a) setting forth Exelon's
"aggregate investment" in all EWGs and FUCOs, its "consolidated retained
earnings" and a calculation of the amount remaining under the Requested
EWG/FUCO Authority.
Rule 53(a) provides that a registered holding company's aggregate
investment in EWGs and FUCOs may not exceed 50% of its retained earnings.
Exelon was granted partial relief from this rule pursuant to the December
8, 2000 Order, which provides for a Modified Rule 53 Test applicable to
Exelon's investments in EWGs and FUCOs of $4,000 million. At September 30,
2002, Exelon's "aggregate investment" (as defined in rule 53(a) under
PUHCA) in all EWGs and FUCOs was approximately $2,076 million, and
accordingly, at September 30, 2002, Exelon's remaining investment capacity
under the Modified Rule 53 Test was approximately $1,924 million. At
September 30, 2002, Exelon's "consolidated retained earnings" (as defined
in rule 53(a) under the PUHCA) was $1,381 million.
2. Order - A breakdown showing Exelon's aggregate investment in each EWG or
FUCO counting against the Requested EWG/FUCO Authority.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Exhibit A, certain
information concerning the aggregate investment by EWG/FUCO Project.
3. Order - Identification of any new EWG or FUCO counting against the
requested EWG/FUCO Authority in which Exelon has invested or committed to
invest during the quarter.
In the third quarter of 2002, Exelon did not invest or commit to invest in
any new EWGs or FUCOs that would count against the Modified Rule 53 Test.
4. Order - Analysis of the growth in consolidated retained earnings that
segregates total earnings growth of EWGs and FUCOs from that attributable
to other subsidiaries of Exelon.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Exhibit A, total
earnings growth by EWG and FUCO project in the third quarter.
5. Order - A statement of revenues and net income for each EWG and FUCO for
the twelve months ending as of that quarter.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Exhibit A, net
income and revenues of Exelon's EWG and FUCO Projects for the twelve months
ending September 30, 2002.
6. Order - Consolidated capitalization ratios of Exelon, with consolidated
debt to include all short-term debt and nonrecourse debt of all EWGs and
FUCOs.
At September 30, 2002, Exelon's consolidated capitalization ratio was: debt
61%, common equity 37%, and preferred securities of subsidiaries of 2%.
(For these purposes, "consolidated debt" means all long-term debt,
long-term debt due within one year, notes payable and other short-term
obligations, including any short-term debt and non-recourse debt of
EWG/FUCO Projects, to the extent normally consolidated under applicable
financial reporting rules).
7. Order - A table showing, as of the end of the quarter, the dollar and
percentage components of the capital structure of Exelon on a consolidated
basis and of each Utility Subsidiary.
Capital Structure of Exelon and its utility subsidiaries as of September
30, 2002 are as follows (in millions, except percentage data):
Exelon PECO ComEd Genco PEPCO SPCO SECO ComEd
Indiana
Debt 1
------
Amount 14,193 6,014 6,187 1,450 -0-
Percentage 61% 89.6% 52% 34% -0-
Common Equity
-------------
Amount 8,511 510 5,365 2,854 134 126 (5) 12
Percentage 37% 8% 45% 66% 100% 100% 100% 100%
Preferred
---------
Securities of
-------------
Subsidiaries
------------
Amount 595 265 336 --
Percentage 2% 4% 3% --
- --------
1 See definition under Item 6.
8. Order - The market-to-book ratio of Exelon's common stock.
At September 30, 2002, the market-to-book ratio of Exelon's common stock
was 1.81 to 1.
9. Order - The sale of any common stock or preferred securities by Exelon and
the purchase price per share and the market price per share at the date of
the agreement of sale.
During the third quarter of 2002, 95,766 shares of common stock were issued
under various employee stock purchase and compensation plans with a price
range of $42.75 to $52.12 per share. The average price for the period was
$45.47.
10. Order - The total number of shares of Exelon common stock issued or
issuable under to options granted during the quarter under employee benefit
plans and dividend reinvestment plans including any employee benefit plans
or dividend reinvestment plans later adopted.
Exelon granted 15,300 stock options in the third quarter of 2002 at an
exercise price of $49.06 per share.
11. Order - If Exelon common stock has been transferred to a seller of
securities of a company being acquired, the number of shares so issued, the
value per share and whether the shares are restricted in the hands of the
acquirer.
Exelon did not transfer any common stock to a seller of securities of a
company being acquired during the third quarter of 2002.
12. Order - If a guarantee is issued by Exelon, ExGen or a Subsidiary where
such guaranty is not exempt under Rule 52 during the quarter, the name of
the guarantor, the name of the beneficiary of the guarantee and the amount,
terms and purpose of the guarantee.
Name of Parent
Purpose Name of Subsidiary Amount Terms
------- ------------------ ------ -----
-----------------------------------------------------------------------------------------------------
Name of Sub / Purpose Amount Terms
-----------------------------------------------------------------------------------------------------
Exelon Generation $17,259 1 month
- Energy trading
-----------------------------------------------------------------------------------------------------
PECO Energy $76,500 12 months
- Surety bonds
-----------------------------------------------------------------------------------------------------
Enterprises $248,360,000 12 months
- Surety bonds, energy
contracts
-----------------------------------------------------------------------------------------------------
13. Order - The amount and terms of any Exelon indebtedness issued during the
quarter.
Overnight commercial paper issued through Chase Manhattan Bank on behalf of
Exelon during the third quarter. Daily balances ranged from $135 million to
$560 million at an average interest rate of 1.90%.
14. Order - The amount and terms of any short-term debt issued by any Utility
Subsidiary during the quarter.
A. Overnight commercial paper issued through Bank One on behalf of PECO
during the third quarter. Daily balances ranged from $63 to $612
million at an average interest rate of 1.82%.
B. Contributions to and Loans from the Utility Money Pool: The activity
below reflects a contribution to the money pool by ComEd of Indiana
and a loan to ComEd.
Exelon Utility Money Pool
For the Period July 1 through September 30, 2002
Activity for the quarter - ComEd of Indiana invested surplus funds in the
Utility Money Pool during the fourth quarter of 2001 and the first quarter of
2002 and ComEd borrowed such funds. The activity below reflects the interest
expense charged ComEd and the interest income earned by ComEd of Indiana during
the third quarter of 2002. Interest is based on J.P. Morgan's money market
account.
ComEd ComEd of Indiana.
Daily Applied Interest Expense Interest Income
Date Balance Interest Rate Accrual Accrual
- ----------------------------------------------------------------------------------------------------------
7/1/02 $ 20,500,000 1.76% $1,022.22 $1,022.22
7/2/02 20,500,000 1.76% 1,022.2 1,022.22
7/3/02 20,500,000 1.74% 990.83 990.83
7/4/02 20,500,000 1.74% 990.83 990.83
7/5/02 20,500,000 1.73% 985.14 985.14
7/6/02 20,500,000 1.73% 985.14 985.14
7/7/02 20,500,000 1.73% 985.14 985.14
7/8/02 20,500,000 1.74% 990.83 990.83
7/9/02 20,500,000 1.74% 990.83 990.83
7/10/02 20,500,000 1.73% 985.14 985.14
7/11/02 20,500,000 1.73% 985.14 985.14
7/12/02 20,500,000 1.74% 990.83 990.83
7/13/02 20,500,000 1.74% 990.83 990.83
7/14/02 20,500,000 1.74% 990.83 990.83
7/15/02 20,500,000 1.75% 996.53 996.53
7/16/02 20,500,000 1.74% 990.83 990.83
7/17/02 20,500,000 1.73% 985.14 985.14
7/18/02 20,500,000 1.73% 985.14 985.14
7/19/02 20,500,000 1.73% 985.14 985.14
7/20/02 20,500,000 1.73% 985.14 985.14
7/21/02 20,500,000 1.73% 985.14 985.14
7/22/02 20,500,000 1.73% 985.14 985.14
7/23/02 20,500,000 1.74% 990.83 990.83
7/24/02 20,500,000 1.74% 990.83 990.83
7/25/02 20,500,000 1.73% 985.14 985.14
7/26/02 20,500,000 1.71% 973.75 973.75
7/27/02 20,500,000 1.71% 973.75 973.75
7/28/02 20,500,000 1.71% 973.75 973.75
7/29/02 20,500,000 1.71% 973.75 973.75
7/30/02 20,500,000 1.71% 973.75 973.75
7/31/02 20,500,000 1.71% 973.75 973.75
------------------------------------------------------------------------
Total 1.73% $30,573.47 $30,573.47
=====================================================
8/1/02 $ 20,500,000 1.72% $979.44 $979.44
8/2/02 20,500,000 1.71% 973.75 973.75
8/3/02 20,500,000 1.71% 973.75 973.75
8/4/02 20,500,000 1.71% 973.75 973.75
8/5/02 20,500,000 1.70% 968.06 968.06
8/6/02 20,500,000 1.71% 973.75 973.75
8/7/02 20,500,000 1.70% 968.06 968.06
8/8/02 20,500,000 1.70% 968.06 968.06
8/9/02 20,500,000 1.70% 968.06 968.06
8/10/02 20,500,000 1.70% 968.06 968.06
8/11/02 20,500,000 1.70% 968.06 968.06
8/12/02 20,500,000 1.68% 956.67 956.67
8/13/02 20,500,000 1.68% 956.67 956.67
8/14/02 20,500,000 1.68% 956.67 956.67
8/15/02 20,500,000 1.68% 956.67 956.67
8/16/02 20,500,000 1.71% 973.75 973.75
8/17/02 20,500,000 1.71% 973.75 973.75
8/18/02 20,500,000 1.71% 973.75 973.75
8/19/02 20,500,000 1.69% 962.36 962.36
8/20/02 20,500,000 1.70% 968.06 968.06
8/21/02 20,500,000 1.69% 962.36 962.36
8/22/02 20,500,000 1.69% 962.36 962.36
8/23/02 20,500,000 1.69% 962.36 962.36
8/24/02 20,500,000 1.69% 962.36 962.36
8/25/02 20,500,000 1.69% 962.36 962.36
8/26/02 20,500,000 1.67% 950.97 950.97
8/27/02 20,500,000 1.68% 956.67 956.67
8/28/02 20,500,000 1.68% 956.67 956.67
8/29/02 20,500,000 1.68% 956.67 956.67
8/30/02 20,500,000 1.70% 968.06 968.06
8/31/02 20,500,000 1.70% 968.06 968.06
------------------------------------------------------------------------
Total 1.70% $29,930.00 $29,930.00
=====================================================
9/1/02 $ 20,500,000 1.70 $968.06 $968.06
9/2/02 20,500,000 1.70 968.06 968.06
9/3/02 20,500,000 1.68 956.67 956.67
9/4/02 20,500,000 1.68 956.67 956.67
9/5/02 20,500,000 1.67 950.97 950.97
9/6/02 20,500,000 1.67 950.97 950.97
9/7/02 20,500,000 1.67 950.97 950.97
9/8/02 20,500,000 1.67 950.97 950.97
9/9/02 20,500,000 1.67 950.97 950.97
9/10/02 20,500,000 1.68 956.67 956.67
9/11/02 20,500,000 1.67 950.97 950.97
9/12/02 20,500,000 1.67 950.97 950.97
9/13/02 20,500,000 1.67 950.97 950.97
9/14/02 20,500,000 1.67 950.97 950.97
9/15/02 20,500,000 1.67 950.97 950.97
9/16/02 20,500,000 1.67 950.97 950.97
9/17/02 20,500,000 1.69 962.36 962.36
9/18/02 20,500,000 1.69 962.36 962.36
9/19/02 20,500,000 1.68 956.67 956.67
9/20/02 20,500,000 1.68 956.67 956.67
9/21/02 20,500,000 1.68 956.67 956.67
9/22/02 20,500,000 1.68 956.67 956.67
9/23/02 20,500,000 1.67 950.97 950.97
9/24/02 20,500,000 1.68 956.67 956.67
9/25/02 20,500,000 1.68 956.67 956.67
9/26/02 20,500,000 1.69 962.36 962.36
9/27/02 20,500,000 1.69 962.36 962.36
9/28/02 20,500,000 1.69 962.36 962.36
9/29/02 20,500,000 1.69 962.36 962.36
9/30/02 20,500,000 1.69 962.36 962.36
------------------------------------------------------------------------
Total 1.68% $29,694.31 $29,694.31
=====================================================
15. Order - The amount and terms of any financings consummated by any
Nonutility Subsidiary that is not exempt under rule 52.
None.
16. Order - All of the information that would have been provided on a Form
U-6B-2 with respect to each security issuance subject thereto that occurred
during the applicable quarter.
A. PECO Energy Company (PECO) $225,000,000.
- --------------------------------------------
The above company has issued, renewed or guaranteed the security or securities
described herein which issue, renewal or guaranty was exempted from the
provisions of section 6(a) of the Act and was neither the subject of a
declaration or application on Form U-1 nor included within the exemption
provided by Rule U-48.
1. Type of securities (draft, promissory note): First and Refunding Mortgage
Bonds.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $225,000,000.
4. Rate of interest per annum of each security: The bonds will bear interest
at the annual rate of 4.75%.
5. Date of issue, renewal or guaranty of each security: September 23, 2002.
6. If renewal of security, give date of original issue: Not applicable.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): October 1, 2012.
8. Name of the person to whom each security was issued, renewed or guaranteed:
Various.
9. Collateral given with each security: The lien of the mortgage, subject to
(1) minor exceptions and certain excepted encumbrances that are defined in
the mortgage and (2) the trustee's prior lien for compensation and
expenses, constitutes a first lien on substantially all of the properties
of PECO. The mortgage does not constitute a lien on any property owned by
PECO's subsidiaries or affiliates. PECO's properties consist principally of
electric transmission and distribution lines and substations, gas
distribution facilities and general office and service buildings. The bonds
are secured equally with all other bonds outstanding or hereafter issued
under the First and Refunding Mortgage.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Proceeds from the sale of the
bonds will be used to repay commercial paper and for general corporate
purposes. The proceeds from the commercial paper were used to pay at
maturity the following: (1) $175,000,000 aggregate principal amount of
7.125% first mortgage bonds due September 1, 2002; (2) $5,280,000 aggregate
principal amount of 7.5% first mortgage bonds due July 15, 2002; and (3)
$41,636,000 aggregate principal amount of 8.0% first mortgage bonds due
April 1, 2002.
12. Indicate by a check after the applicable statement below whether the issue,
renewal or guaranty of each security was exempt from the provisions of
section 6 (a) because of: a. the provisions contained in the first sentence
of section 6 (b): [ ] b. the provisions contained in the fourth sentence 6
(b): [ ] c. the provisions in any rule of the Commission other than Rule
U-48: [X]
13. If the security or securities were exempt from the provisions of section 6
(a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with all
other then outstanding notes and drafts of a maturity of nine months or
less, exclusive of days of grace, as to which such company is primarily or
secondarily liable) not more than 5 per centum of the principal amount and
par value of the other securities of such company then outstanding. (Demand
notes, regardless of how long they may have been outstanding, shall be
considered as maturing in not more than nine months for the purpose of the
exemption from Section 6 (a) of the Act granted by the first sentence of
Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the security
or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule under
which exemption is claimed: Rule 52 (a).
B. Commonwealth Edison Company (ComEd) $200,000,000.
- ------------------------------------------------------
The above company has issued, renewed or guaranteed the security or
securities described herein which issue, renewal or guaranty was exempted
from the provisions of section 6(a) of the Act and was neither the subject
of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): First Mortgage Bonds issued by
Commonwealth Edison Company.
2. Issue, renewal or guaranty: Refinancing.
3. Principal amount of each security: $200,000,000.
4. Rate of interest per annum of each security: 6.15%.
5. Date of issue, renewal or guaranty of each security: June 20, 2002.
6. If renewal of security, give date of original issue: ComEd's $200,000,000
First Mortgage 8 1/2% Bonds, Series 84, original issue date of July 15,
1992.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): March 15, 2012.
8. Name of the person to whom each security was issued, renewed or guaranteed:
Various.
9. Collateral given with each security: First mortgage.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: The net proceeds from the sale
of the bonds will be used to refinance $200,000,000 of ComEd's First
Mortgage 8 1/2% Bonds, Series 84 due July 15, 2022.
12. Indicate by a check after the applicable statement below whether the issue,
renewal or guaranty of each security was exempt from the provisions of
section 6 (a) because of
a. the provisions contained in the first sentence of section 6 (b): [ ]
b. the provisions contained in the fourth sentence 6 (b): [ ]
c. the provisions in any rule of the Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section 6
(a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with all
other then outstanding notes and drafts of a maturity of nine months or
less, exclusive of days of grace, as to which such company is primarily or
secondarily liable) not more than 5 per centum of the principal amount and
par value of the other securities of such company then outstanding. (Demand
notes, regardless of how long they may have been outstanding, shall be
considered as maturing in not more than nine months for the purpose of the
exemption from Section 6 (a) of the Act granted by the first sentence of
Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the security
or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule under
which exemption is claimed: Rule 52 (a).
17. Order - Future registration statements filed under the Securities Act of
1933 with respect to securities that are subject of the instant
application-declaration will be filed or incorporated by reference as
exhibits to the next certificate filed under rule 24.
None.
18. Order - Consolidated balance sheets as of the end of the quarter and
separate balance sheets as of the end of the quarter for each company,
including Exelon, that has engaged in jurisdictional financing transactions
during the quarter.
None.
19. Order - A retained earnings analysis of Exelon on a consolidated basis and
of each Utility Subsidiary detailing gross earnings, goodwill amortization,
dividend paid out of each capital account and the resulting capital account
balances the end of the quarter.
The consolidated retained earnings analyses of Exelon, ComEd, PECO, Genco,
PECO Energy Power Company, Susquehanna Power Company, Susquehanna Electric
Company and ComEd of Indiana are attached as Exhibit B.
20. Order - The notional amount and principal terms of any Hedge Instruments or
Anticipatory Hedges entered into during the quarter and the identity of the
other parties to the transaction.
In August 2002, PECO entered into a 10-year forward starting swap with
JP Morgan. The swap carries a notional amount of $100 million and
hedges a portion of the Company's future interest rate exposure
associated with its anticipated issuance of $225 million in long-term
debt during the third quarter of 2002. This swap has been designated
as a cash flow hedge in the attempt to minimize the variability of the
future interest expense associated with changes in the 3 month LIBOR
rate.
In August 2002, PECO entered into a 10-year forward starting swap with
Citibank. The swap carries a notional amount of $100 million and
hedges a portion of the Company's future interest rate exposure
associated with its anticipated issuance of $225 million in long-term
debt during the third quarter of 2002. This swap has been designated
as a cash flow hedge in the attempt to minimize the variability of the
future interest expense associated with changes in the 3 month LIBOR
rate.
In September, on the day of the pricing of PECO's $225 million 10 year
First Refunding Mortgage Bonds, the forward contracts were cash
settled. The settlement payments on the swaps to JP Morgan and
Citibank were $3,722,425 and $1,500,311, respectively. These amounts
will be amortized of the life of the new bond.
In July 2002, ComEd entered into a 5-year forward starting swap with
Morgan Stanley. The swap carries a notional amount of $125 million and
hedges a portion of the Company's future interest rate exposure
associated with its anticipated issuance of $700 million in long-term
debt during the fourth quarter of 2002. This swap has been designated
as a cash flow hedge in the attempt to minimize the variability of the
future interest expense associated with changes in the 3 month LIBOR
rate.
In July 2002, ComEd entered into a 5-year forward starting swap with
JP Morgan. This swap carries a notional amount of $100 million and
hedges a portion of the Company's future interest rate exposure
associated with its anticipated issuance of $700 million in long-term
debt during the fourth quarter of 2002. This swap has been designated
as a cash flow hedge in the attempt to minimize the variability of the
future interest expense associated with changes in the 3 month LIBOR
rate.
21. Order - The name, parent company and amount invested in any intermediate
subsidiary or financing subsidiary during the quarter and the amount and
terms of any securities issued by those subsidiaries during the quarter.
None.
22 Order - Provide a copy of the consolidated balance sheet and income
statement for Ventures, Genco and Enterprises.
Pursuant to a request for confidential treatment under rule 104 (b) of
PUHCA, Exelon is concurrently filing in paper format as Exhibit A, a
consolidated balance sheet and income statement for Ventures, Genco
and Enterprises.
23. Order - A narrative description of Development Activities and amount
expended on Development Activities during the quarter just ended.
Pursuant to a request for confidential treatment under rule 104 (b) of
PUHCA, Exelon is concurrently filing in paper format as Exhibit A, a
description of Development Activities and amount expended on
Development Activities during the quarter just ended.
24. Order - A narrative description of each investment made during the quarter
just ended including:
a. Name of the company and its immediate parent.
b. Method of investment (e.g., (1) purchases of capital shares,
partnership interests, member interests in limited liability
companies, trust certificates or other forms of voting or non-voting
equity interests; (2) capital contributions; (3) open account advances
without interest; (4) loans; and (5) guarantees issued, provided or
arranged in respect of the securities or other obligations of any
Intermediate Subsidiaries)
c. Type of company and/or its business (e.g., EWG, FUCO, ETC, Rule 58
Subsidiary, Non-U.S. Energy Related Subsidiary, Intermediate
Subsidiary, Financing Subsidiary).
d. With respect to Non-U.S. Energy Related Subsidiaries, the business
engaged in and the locations (countries) where it does business.
There were no investments made during the quarter.
25. Order - With respect to reorganizations during the quarter, a narrative
description of the reorganization together with specifics as to the assets
or securities transferred, the method of transfer and the price or other
consideration for the transfer, and the names of the companies involved in
the transfer.
There were no reorganizations during the quarter.
26. Order - A chart showing, as of the end of such quarterly period and
reflecting any reorganization accomplished during the quarter, all
associated companies of Exelon, in addition to Ventures, that are
Non-Utility Subsidiaries and identifying each as an EWG, FUCO, ETC, Rule 58
Subsidiary, Non-U.S. Energy Related Subsidiary, Intermediate Subsidiary or
Financing Subsidiary, as applicable, and indicating Exelon's percentage
equity ownership in each such entity.
Shares Voting Power Type of Business
Tier Company name Owned Parent Other And Authority
---- ------------ ----- ------ ----- -------------
Exelon Corporation Public Utility
Holding Company
1 Exelon Business Services Company 100 100.00% Subsidiary Service
Company
1 Unicom Resources, Inc. 100 100.00% Infrastructure
services
1 Unicom Assurance Company, Ltd. N/A 100.00% Approved in Merger
Order (Captive
Insurance Company)
1 Exelon Ventures Company, LLC N/A 100.00% Public Utility
Holding Company
First Tier
3 Exelon Generation Finance Company, LLC NA 100.00% Approved in
Financing Order
(Financing)
3 Penesco Company, LLC NA 100.00% Rule 58
3 Port City Power, LLC NA 100.00% Approved in
Investment Order
(Development
Company)
3 Southeast Chicago Energy Project, LLC NA 100.00% EWG
3 Concomber Ltd N/A 100.00% Approved in Merger
Order (Captive
Insurance Company)
3 Cenesco Company, LLC NA 100.00% Rule 58
3 Exelon Allowance Management Company, LLC NA 100.00% Rule 58
3 Susquehanna Electric Company 1,000 100.00% Utility Company
3 Exelon Power Holdings, LP N/A 99.00% Intermediate
1.00% Ventures Subsidiary (1)
4 Exelon (Fossil) Holdings, Inc. N/A 100.00% Rule 58
5 Sithe Energies, Inc. N/A 49.90% Combo Exempt
Wholesale Generator
and Rule 58
3 AmerGen Energy Company, LLC N/A 49.00% Exempt Wholesale
Generator
4 AmerGen Vermont, LLC N/A 100.00% Inactive
5 The Proprietors of the Susquehanna N/A 100.00% Inactive
Canal
3 Exelon Generation Company International, NA 100.00% Intermediate
Inc. Subsidiary (1)
4 Exelon Generation Canada Corporation NA 100.00% Intermediate
Subsidiary (1)
3 Exelon Peaker Development General, LLC N/A 100.00% Rule 58
4 Keystone Fuels, LLC N/A 20.99% Rule 58
3 Exelon Peaker Development Limited, LLC N/A 100.00% Rule 58
4 ExTex LaPorte Limited Partnership N/A 99.00% EP Ltd Exempt Wholesale
Generator
1.00% EP Gen
3 ExTex Marketing, LLC N/A 100.00% Rule 58
4 ExTex Power, LP N/A 99.00% Rule 58
1.00% Genco
2 Exelon Enterprises Company, LLC NA 100.00% Non-Utility Holding
Company Second Tier
3 Exelon Communications Holdings, LLC NA 100.00% ETC
4 PHT Holdings, LLC NA 100.00% Held by ETC
5 PECO Hyperion Telecommunications NA 49.00% Held by ETC
4 Exelon Communications Company, LLC NA 100.00% Held by ETC
3 Exelon Energy Company 100 100.00% Rule 58
4 Exelon Energy Ohio, Inc. 1,000 100.00% Rule 58
4 AllEnergy Gas & Electric Marketing NA 100.00% Rule 58
Company, LLC
5 Texas Ohio Gas, Inc. 100 100.00% Rule 58
3 Exelon Enterprises Management, Inc. NA 100.00% Approved in Merger
Order (investments
in Rule 58 and
Telecommunications)
4 CIC Global, LLC NA 50.00% Held by ETC
4 UnigridEnergy, LLC NA 50.00% Inactive
4 Exelon Capital Partners, Inc. 100.00% Approved in Merger
Order (investments
in Rule 58 and
Telecommunications)
5 Kinectic Venture Fund I NA 22.22% Merger U-1
Amendment # 5
(Reserved
Jurisdiction)
5 Kinectic Venture Fund II NA 14.30% Merger U-1
Amendment # 5
(Reserved
Jurisdiction)
5 UTECH Climate Challenge Fund, L.P. 1 24% Approved in Merger
Order (eneragy
related - venture
capital)
5 Exelon Enterprises Investments, Inc. NA 100.00% Approved in Merger
Order (investments
in Rule 58 and
telecommunications)
6 EEI Telecommunications Holdings, N/A 100.00% ETC
LLC
5 ECP Telecommunications Holdings, LLC NA 100.00% ETC
6 NEON Communications, Inc. 2,131,143 10.00% Approved in Merger
Order (Investment)
6 PermitsNow 1,230,001 16.00% Inactive
6 OmniChoice.com, Inc. 1,684,920 30.00% Inactive
6 Everest Broadband Networks 16,023,195 15.00% ETC
6 Energy Trading Company 100.00% Held by ETC
Enertech Capital Partners II 1 11.00% Approved in Merger
Order (energy
related - venture
capital)
3 InfraSource, Inc. 100 94.50% Rule 58
4 Trinity Industries, Inc. 1 100.00% Rule 58
4 InfraSource Corporate Services, Inc. 100 100.00% Rule 58
4 Chowns Communications, Inc. 1 100.00% Rule 58
4 VSI Group, Inc. 100 100.00% Rule 58
4 Michigan Trenching Services, Inc. 250 100.00% Rule 58
4 Blair Park Services, Inc. 50 100.00% Rule 58
4 Infrasource Integrated Services, Inc. 1 100.00% Rule 58
5 EIS Engineering, Inc. 2,000 100.00% Rule 58
6 P.A.C.E. Field Services, LLC NA 100.00% Rule 58
6 P.A.C.E. Environmental, LLC NA 100.00% Rule 58
4 Electric Services, Inc. 1,000 100.00% Rule 58
4 Syracuse Merit Electric, Inc. 1 100.00% Rule 58
4 M.J. Electric, Inc. 1,000 100.00% Rule 58
4 Fischbach and Moore Electric, Inc. 1 100.00% Rule 58
4 NEWCOTRA, Inc. 1 100.00% Rule 58
5 Fischbach and Moore, Inc. 1 100.00% Rule 58
6 Fischbach and Moore Electric 1 100.00% Rule 58
Contracting, Inc.
6 T.H. Green Electric Co., Inc. 1 100.00% Rule 58
4 Sunesys, Inc. 3,000 100.00% Rule 58
5 Sunesys of Virginia, Inc. 100.00% Rule 58
4 MRM Technical Group, Inc. 1 100.00% Rule 58
5 Infrasourc Underground Construction, 1 100.00% Rule 58
LLC
5 Aconite Corporation 1 100.00% Rule 58
5 Gas Distribution Contractors, 1 100.00% Rule 58
Inc.
5 Mid-Atlantic Pipeliners, Inc. 1 100.00% Rule 58
5 Mueller Distribution Contractors, Inc. 1 100.00% Rule 58
5 Mueller Energy Services, Inc. 1 100.00% Rule 58
5 Mueller Pipeliners, Inc. 1 100.00% Rule 58
5 Mechanical Specialties Incorporated 1 100.00% Rule 58
5 Rand-Bright Corporation 1 100.00% Rule 58
4 Dashiell Holdings Corporation 354,200 100.00% Rule 58
5 Dashiell 354,200 100.00% Rule 58
Corporation
6 Dacon Corporation 35,420 100.00% Rule 58
4 OSP Consultants, Inc. 30,000 100.00% Rule 58
5 International Communications 100.00% Rule 58
Services, Inc. 1
5 OSP, Inc. 1 100.00% Rule 58
5 OSP Servicios, S.A. de C.V. NA 100.00% Rule 58
5 OSP Telecom, Inc. 1 100.00% Rule 58
5 OSP Telcomm de Mexico, S.A. de C.V. NA 100.00% Rule 58
5 Utility Locate & Mapping Services, 1 100.00% Rule 58
Inc.
5 RJE Telecom, Inc. 1 100.00% Rule 58
5 Universal Network Development Corp. NA 45.00% Rule 58
4 EIS Investments, LLC NA 100.00% Rule 58
5 WCB Services, LLC NA 49.00% Rule 58
3 Exelon Services, Inc. 100 100.00% Rule 58
4 Exelon Services Federal Group, Inc. 874 100.00% Rule 58
3 Unicom Power Holdings, Inc. 100 100.00% Rule 58
3 Unicom Power Marketing, Inc. 100 100.00% Rule 58
3 Adwin Equipment Company NA 100.00% Rule 58
3 Exelon Thermal Holdings, Inc. 100 100.00% Rule 58
4 ETT North America, Inc. 10 100.00% Rule 58
5 Northwind Thermal Technologies 10 100.00% Merger Order
Canada, Inc. Reserved
Jurisdiction;
Investment
U-1 in Docket
70-9691 (Rule
58 operating
outside the
U.S.)
6 ETT Canada, Inc. 10 100.00% Merger Order
Reserved
Jurisdiction;
Investment U-1
in Docket
70-9691 (Rule
58 operating
outside the
U.S.)
7 Northwind Windsor 10 50.00% Merger Order
Reserved
Jurisdiction;
Investment U-1
in Docket
70-9691 (Rule
58 operating
outside the
U.S.)
4 ETT Nevada, Inc. 100 100.00% Rule 58
5 Northwind Aladdin, LLC NA 75.00% Rule 58
5 Northwind Las Vegas, LLC NA 50.00% Rule 58
4 Northwind Chicago, LLC NA 100.00% Rule 58
4 Exelon Thermal Development, Inc. 100 100.00% Rule 58
4 ETT Arizona, Inc. 100 100.00% Rule 58
5 Northwind Arizona Development, LLC N/A 50.00% Rule 58
5 Northwind Phoenix, LLC N/A 50.00% Rule 58
4 Exelon Thermal Technologies, Inc. 100 100.00% Rule 58
4 ETT Boston, Inc. 100 100.00% Rule 58
5 Northwind Boston, LLC NA 25.00% Rule 58
4 ETT Houston, Inc. 100 100.00% Rule 58
5 Northwind Houston, LLC NA 25.00% Rule 58
6 Northwind Houston, LP NA 25.00% Rule 58
4 ETT National Power, Inc. 100 100.00% Rule 58
5 Northwind Midway, LLC NA 100.00% Rule 58
1 Unicom Investment, Inc. 100 100.00% Approved in Merger
Order (Tax
advantaged
transactions)
2 Scherer Holdings 1, LLC N/A 100.00% Approved in Merger
Order (Tax
advantaged
transactions)
2 Scherer Holdings 2, LLC N/A 100.00% Approved in Merger
Order (Tax
advantaged
transactions)
2 Scherer Holdings 3, LLC N/A 100.00% Approved in Merger
Order (Tax
advantaged
transactions)
2 Spruce Holdings G.P. 2000, LLC N/A 100.00% Approved in Merger
Order (Tax
advantaged
transactions)
2 Spruce Holdings L.P. 2000, LLC N/A 100.00% Approved in Merger
Order (Tax
advantaged
transactions)
3 Spruce Equity Holdings, L.P. N/A 99.00% Approved in Merger
Order (Tax
advantaged
transactions)
N/A 1.00% Spr GP
4 Spruce Holdings Trust N/A 100.00% Approved in Merger
Order (Tax
advantaged
transactions)
2 Wansley Holdings 1, LLC N/A 100.00% Approved in Merger
Order (Tax
advantaged
transactions)
2 Wansley Holdings 2, LLC N/A 100.00% Approved in Merger
Order (Tax
advantaged
transactions)
3 East Coast Natural Gas Cooperative, LLP N/A 41.12% Rule 58
3 Horizon Energy Company 1,000 100.00% Inactive
3 Adwin Realty Company 1,000 100.00% Merger Order
Reserved
Jurisdiction (Real
Estate) (2)
4 Ambassador II Joint Venture N/A 50.00% Merger Order
Reserved
Jurisdiction (Real
Estate) (2)
4 Bradford Associates N/A 50.00% Merger Order
Reserved
Jurisdiction (Real
Estate) (2)
4 Franklin Town Towers Associates N/A 50.00% Merger Order
Reserved
Jurisdiction (Real
Estate) (2)
4 Henderson Ambassador Associates N/A 50.00% Merger Order
Reserved
Jurisdiction (Real
Estate) (2)
3 PECO Energy Transition Trust N/A 100.00% Approved in Merger
Order (Financing)
3 PECO Energy Capital Corp. 1,000 100.00% Approved in Merger
Order (Financing)
4 PECO Energy Capital Corp. LP N/A 100.00% Approved in Merger
Order (Financing)
4 PECO Energy Capital Trust II N/A 100.00% Approved in Merger
Order (Financing)
4 PECO Energy Capital Trust III N/A 100.00% Approved in Merger
Order (Financing)
3 ExTel Corporation, LLC N/A 100.00% Intermediate
Subsidiary (1)
4 PECO Wireless, LP N/A 99.00% PECO Intermediate
Subsidiary (1)
1.00% Extel
5 ATNP Finance Company N/A 100.00% Approved in Merger
Order (Financing)
5 PEC Financial Services, LLC N/A 100.00% Approved in Merger
Order (Financing)
3 ComEd Financing I N/A 100.00% Approved in Merger
Order (Financing)
3 ComEd Financing II N/A 100.00% Approved in Merger
Order (Financing)
3 ComEd Funding, LLC N/A 100.00% Approved in Merger
Order (Financing)
4 ComEd Transitional Funding Trust 100.00% Approved in Merger
200 Order (Financing)
3 Commonwealth Research Corporation 200 100.00% Rule 58
3 Edison Development Company 741 100.00% Approved in Merger
Order (economic and
community
development)
3 Edison Development Canada Inc. 15,158 100.00% Merger Order
reserved
jurisdiction;
Investment U-1 in
Docket 70-9691
(economic and
community
development)
4 Edison Finance Partnership N/A 100.00% Merger Order
reserved
jurisdiction;
Investment U-1 in
Docket 70-9691
(Financing)
1(Affordable Housing Investments)
1 Boston Financial Institutional Tax Credit NA 11.00% Approved in Merger
Fund X Order (tax
advantaged
transactions -
housing)
1 Boston Financial Institutional Tax Credit NA 44.00% Approved in Merger
Fund XIV Order (tax
advantaged
transactions -
housing)
1 Boston Financial Institutional Tax Credit NA 14.00% Approved in Merger
Fund XIX Order (tax
advantaged
transactions -
housing)
1 Boston Financial Institutional Tax Credit NA 27.00% Approved in Merger
Fund XXI Order (tax
advantaged
transactions -
housing)
1 Related Corporate Partners XII, L.P. NA 36.00% Approved in Merger
Order (tax
advantaged
transactions -
housing)
1 Related Corporate Partners XIV, L.P. NA 16.00% Approved in Merger
Order (tax
advantaged
transactions -
housing)
1 Summit Corporate Tax Credit Fund II NA 33.00% Approved in Merger
Order (tax
advantaged
transactions -
housing)
1 USA Institutional Tax Credit Fund XXII NA 30.00% Approved in Merger
Order (tax
advantaged
transactions -
housing)
27. Additional information.
None.
S I G N A T U R E
Pursuant to the requirements of PUHCA, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: November 26, 2002
EXELON CORPORATION
By: /s/ Matthew F. Hilzinger
-----------------------------------
Vice President and Corporate Controller
Exhibit B
Page 1 of 1
Exelon Corporation and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended September 30, 2002
(In millions)
Beginning Balance $1,421
Net Income 551
Dividends:
Common Stock (142)
------
Ending Balance $1,830
======
PECO Energy Company and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended September 30, 2002
(In millions)
Beginning Balance $277
Net Income 157
Dividends:
Common Stock (85)
Preferred Stock (2)
------
Ending Balance $347
======
Commonwealth Edison and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended September 30, 2002
(In millions)
Beginning Balance $382
Net Income 215
Dividends:
Common Stock (117)
------
Ending Balance $480
======
Exelon Generation
Retained Earnings Analysis
For the Quarter Ended September 30, 2002
(In millions)
Beginning Balance $687
Net Income 163
Dividends:
Common Stock 0
------
Ending Balance $850
======
PECO Energy Power Company
Retained Earnings Analysis
For the Quarter Ended September 30, 2002
(In millions)
Beginning Balance $32
Net Income 3
Dividends:
Common Stock 0
------
Ending Balance $35
======
Susquehanna Power Company
Retained Earnings Analysis
For the Quarter Ended September 30, 2002
(In millions)
Beginning Balance $28
Net Income 3
Dividends:
Common Stock 0
------
Ending Balance $31
======
Susquehanna Electric Company
Retained Earnings Analysis
For the Quarter Ended September 30, 2002
(In millions)
Beginning Balance $ (4)
Net Income (2)
Dividends:
Common Stock 0
------
Ending Balance $(6)
======
ComEd of Indiana
Retained Earnings Analysis
For the Quarter Ended September 30, 2002
(In millions)
Beginning Balance $ 1
Net Income 1
Dividends:
Common Stock 0
------
Ending Balance $2
======
Exhibit C
Page 1 of 1
Glossary of Defined Terms
- -------------------------
AmerGen AmerGen Energy Company, L.L.C.
ComEd Commonwealth Edison Company
ComEd of Indiana Commonwealth Edison Company of Indiana, Inc.
Exelon Exelon Corporation
EWGs Exempt wholesale generators
FUCO Foreign utility company
ExTex ExTex LaPorte Limited Partnership
Genco Exelon Generation Company, LLC
PECO PECO Energy Company
PEPCO PECO Energy Power Company
Power Holdings Exelon Power Holdings, LP
PETT PECO Energy Transition Trust (a subsidiary of PECO)
Sithe Sithe Energy, Inc.
Sithe NEH Sithe New England Holdings, LLC
Southeast Chicago Southeast Chicago Energy Project, LLC
SECO Susquehanna Electric Company
SPCO Susquehanna Power Company