UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of CERTIFICATE Exelon Corporation OF File No. 70-9693 NOTIFICATION Public Utility Holding Company Act of 1935 (PUHCA) Exelon Corporation, a Pennsylvania corporation and registered holding company (Exelon), hereby submits the following Certificate of Notification pursuant to Rule 24. This filing is made pursuant to Exelon's Form U-1 Application-Declaration, as amended (the "Financing U-1") and the Securities and Exchange Commission's merger, financing and investment orders. This certificate reports activity in File No. 70-9693 for the period April 1, 2003 through June 30, 2003. Any capitalized terms used herein but not defined herein have the respective meanings given in the Financing U-1 or the Commission's Orders. See Exhibit A for Glossary of Defined Terms 1. Order - A computation in accordance with rule 53(a) setting forth Exelon's "aggregate investment" in all EWGs and FUCOs, its "consolidated retained earnings" and a calculation of the amount remaining under the Requested EWG/FUCO Authority. Rule 53(a) provides that a registered holding company's aggregate investment in EWGs and FUCOs may not exceed 50% of its retained earnings. Exelon was granted partial relief from this rule pursuant to the December 8, 2000 Order, which provides for a Modified Rule 53 Test applicable to Exelon's investments in EWGs and FUCOs of $4,000 million. At June 30, 2003, Exelon's "aggregate investment" (as defined in rule 53(a) under PUHCA) in all EWGs and FUCOs was approximately $2,806 million, and accordingly, at June 30, 2003, Exelon's remaining investment capacity under the Modified Rule 53 Test was approximately $1,194 million. At June 30, 2003, Exelon's "consolidated retained earnings" (as defined in rule 53(a) under PUHCA) was $2,150 million. 2. Order - A breakdown showing Exelon's aggregate investment in each EWG or FUCO counting against the Requested EWG/FUCO Authority. Pursuant to a request for confidential treatment under rule 104(b) of PUHCA, Exelon is concurrently filing in paper format as Attachment 1, certain information concerning the aggregate investment by EWG/FUCO Project. 3. Order - Identification of any new EWG or FUCO counting against the requested EWG/FUCO Authority in which Exelon has invested or committed to invest during the quarter. On May 29, 2003, Exelon Fossil Holdings, Inc., a wholly owned subsidiary of Exelon Generation, issued an irrevocable call notice for the 35.2% interest in Sithe Energies, Inc. owned by Apollo Energy, LLC and the 14.9% interest owned by subsidiaries of Marubeni Corporation. The total call price will be based on the terms of the existing Put and Call Agreement among the parties, which we estimate will be approximately $650 million. The payment of the call is anticipated to occur in the fourth quarter of 2003. See Exelon Corporation Form 8-K filed on May 29, 2003.4. Order - Analysis of the growth in consolidated retained earnings that segregates total earnings growth of EWGs and FUCOs from that attributable to other subsidiaries of Exelon. Pursuant to a request for confidential treatment under rule 104(b) of PUHCA, Exelon is concurrently filing in paper format as Attachment 1, total earnings growth by EWG and FUCO project in the second quarter, 2003. 5. Order - A statement of revenues and net income for each EWG and FUCO for the twelve months ending as of that quarter. Pursuant to a request for confidential treatment under rule 104(b) of PUHCA, Exelon is concurrently filing in paper format as Attachment 1, net income and revenues of Exelon's EWG and FUCO Projects for the twelve months ended June 30, 2003. 6. Order - Consolidated capitalization ratios of Exelon, with consolidated debt to include all short-term debt and nonrecourse debt of all EWGs and FUCOs. At June 30, 2003, Exelon's consolidated capitalization ratio was: debt 64%, common equity 34%, and preferred securities of subsidiaries of 2%. (For these purposes, "consolidated debt" means all long-term debt, long-term debt due within one year, notes payable and other short-term obligations, including any short-term debt and non-recourse debt of EWG/FUCO Projects, to the extent normally consolidated under applicable financial reporting rules). 7. Order - A table showing, as of the end of the quarter, the dollar and percentage components of the capital structure of Exelon on a consolidated basis and of each Utility Subsidiary. Capital Structure of Exelon and its utility subsidiaries as of June 30, 2003 are as follows (in millions, except percentage data): Exelon PECO ComEd Genco PEPCO SPCO SECO ComEd Indiana Debt1 ----- Amount $15,857 $5,664 $6,453 $3,134 Percentage 64% 85% 51% 49% Common Equity ------------- Amount $8,378 $755 $5,823 $3,302 $141 $132 $(6) $12 Percentage 34% 11% 46% 51% 100% 100% 100% 100% Preferred --------- Securities ---------- Amount $610 $265 $351 Percentage 2% 4% 3% - ----------------------------- 1 See definition under Item 6.
8. Order - The market-to-book ratio of Exelon's common stock. At June 30, 2003, the market-to-book ratio of Exelon's common stock was 2.33 to 1. 9. Order - The sale of any common stock or preferred securities by Exelon and the purchase price per share and the market price per share at the date of the agreement of sale. During the second quarter of 2003, 1,558,307 shares of common stock were issued under various employee stock purchase and compensation plans with a price range of $46.10 to $57.30 per share. The average price for the period was $47.45 per share. 10. Order - The total number of shares of Exelon common stock issued or issuable under options granted during the quarter under employee benefit plans and dividend reinvestment plans including any employee benefit plans or dividend reinvestment plans later adopted. Exelon granted 24,600 stock options in the second quarter of 2003 at an average exercise price of $53.81 per share. 11. Order - If Exelon common stock has been transferred to a seller of securities of a company being acquired, the number of shares so issued, the value per share and whether the shares are restricted in the hands of the acquirer. Exelon did not transfer any common stock to a seller of securities of a company being acquired during the second quarter of 2003. 12. Order - If a guarantee is issued by Exelon, Genco or a Subsidiary where such guaranty is not exempt under Rule 52 during the quarter, the name of the guarantor, the name of the beneficiary of the guarantee and the amount, terms and purpose of the guarantee. ---------------------------------- ------------------------------ ----------------------------------- Name of Sub / Purpose Amount Term ---------------------------------- ------------------------------ ----------------------------------- Exelon Generation $24,312,531 12 months - Energy trading ---------------------------------- ------------------------------ ----------------------------------- 13. Order - The amount and terms of any Exelon indebtedness issued during the quarter. Overnight commercial paper issued through Chase Manhattan Bank on behalf of Exelon during the second quarter. Daily balances ranged from $315 million to $716 million at an average interest rate of 1.36%.
14. Order - The amount and terms of any short-term debt issued by any Utility Subsidiary during the quarter. A. Overnight commercial paper issued through Bank One on behalf of PECO during the second quarter. Daily balances ranged from $117 million to $555 million at an average interest rate of 1.29%. B. Overnight commercial paper issued through Chase Manhattan Bank on behalf of ComEd during the second quarter. Daily balances ranged from $-0- to $35 million at an average interest rate of 1.37%. C. Contributions to and loans from the Utility Money Pool: The activity below reflects a contribution to the money pool by ComEd of Indiana and a loan to ComEd. Exelon Utility Money Pool For the Period April 1, 2003 through June 30, 2003 ComEd of Indiana invested surplus funds in the Utility Money Pool during the fourth quarter of 2001 and the first quarter of 2002 and ComEd borrowed such funds. The activity below reflects the interest expense charged ComEd and the interest income earned by ComEd of Indiana during the second quarter of 2003. Interest is based on J.P. Morgan's money market account. ComEd ComEd of Indiana Daily Applied Interest Expense Interest Income Date Balance Interest Rate Accrual Accrual 1-Apr-03 $ 20,500,000 1.19% $ 678 $ 678 2-Apr-03 20,500,000 1.18% 672 672 3-Apr-03 20,500,000 1.17% 666 666 4-Apr-03 20,500,000 1.16% 661 661 5-Apr-03 20,500,000 1.16% 661 661 6-Apr-03 20,500,000 1.16% 661 661 7-Apr-03 20,500,000 1.14% 649 649 8-Apr-03 20,500,000 1.14% 649 649 9-Apr-03 20,500,000 1.13% 643 643 10-Apr-03 20,500,000 1.13% 643 643 11-Apr-03 20,500,000 1.13% 643 643 12-Apr-03 20,500,000 1.13% 643 643 13-Apr-03 20,500,000 1.13% 643 643 14-Apr-03 20,500,000 1.13% 643 643 15-Apr-03 20,500,000 1.15% 655 655 16-Apr-03 20,500,000 1.14% 649 649 17-Apr-03 20,500,000 1.13% 643 643 18-Apr-03 20,500,000 1.13% 643 643 19-Apr-03 20,500,000 1.13% 643 643 20-Apr-03 20,500,000 1.13% 643 643 21-Apr-03 20,500,000 1.12% 638 638 22-Apr-03 20,500,000 1.12% 638 638 23-Apr-03 20,500,000 1.12% 638 638
24-Apr-03 20,500,000 1.11% 632 632 25-Apr-03 20,500,000 1.11% 632 632 26-Apr-03 20,500,000 1.11% 632 632 27-Apr-03 20,500,000 1.11% 632 632 28-Apr-03 20,500,000 1.11% 632 632 29-Apr-03 20,500,000 1.13% 643 643 30-Apr-03 20,500,000 1.12% 638 638 1-May-03 20,500,000 1.13% 643 643 2-May-03 20,500,000 1.12% 638 638 3-May-03 20,500,000 1.12% 638 638 4-May-03 20,500,000 1.12% 638 638 5-May-03 20,500,000 1.10% 626 626 6-May-03 20,500,000 1.09% 621 621 7-May-03 20,500,000 1.09% 621 621 8-May-03 20,500,000 1.10% 626 626 9-May-03 20,500,000 1.10% 626 626 10-May-03 20,500,000 1.10% 626 626 11-May-03 20,500,000 1.10% 626 626 12-May-03 20,500,000 1.09% 621 621 13-May-03 20,500,000 1.09% 621 621 14-May-03 20,500,000 1.09% 621 621 15-May-03 20,500,000 1.10% 626 626 16-May-03 20,500,000 1.10% 626 626 17-May-03 20,500,000 1.10% 626 626 18-May-03 20,500,000 1.10% 626 626 19-May-03 20,500,000 1.10% 626 626 20-May-03 20,500,000 1.09% 621 621 21-May-03 20,500,000 1.09% 621 621 22-May-03 20,500,000 1.10% 626 626 23-May-03 20,500,000 1.09% 621 621 24-May-03 20,500,000 1.09% 621 621 25-May-03 20,500,000 1.09% 621 621 26-May-03 20,500,000 1.09% 621 621 27-May-03 20,500,000 1.09% 621 621 28-May-03 20,500,000 1.10% 626 626 29-May-03 20,500,000 1.10% 626 626 30-May-03 20,500,000 1.10% 626 626 31-May-03 20,500,000 1.10% 626 626 1-Jun-03 20,500,000 1.10% 626 626 2-Jun-03 20,500,000 1.10% 626 626 3-Jun-03 20,500,000 1.09% 621 621 4-Jun-03 20,500,000 1.08% 615 615 5-Jun-03 20,500,000 1.08% 615 615 6-Jun-03 20,500,000 1.09% 621 621 7-Jun-03 20,500,000 1.09% 621 621 8-Jun-03 20,500,000 1.09% 621 621 9-Jun-03 20,500,000 1.09% 621 621 10-Jun-03 20,500,000 1.09% 621 621
11-Jun-03 20,500,000 1.08% 615 615 12-Jun-03 20,500,000 1.08% 615 615 13-Jun-03 20,500,000 1.09% 621 621 14-Jun-03 20,500,000 1.09% 621 621 15-Jun-03 20,500,000 1.09% 621 621 16-Jun-03 20,500,000 1.08% 615 615 17-Jun-03 20,500,000 1.08% 615 615 18-Jun-03 20,500,000 1.07% 609 609 19-Jun-03 20,500,000 1.07% 609 609 20-Jun-03 20,500,000 1.06% 604 604 21-Jun-03 20,500,000 1.06% 604 604 22-Jun-03 20,500,000 1.06% 604 604 23-Jun-03 20,500,000 1.06% 604 604 24-Jun-03 20,500,000 1.06% 604 604 25-Jun-03 20,500,000 1.05% 598 598 26-Jun-03 20,500,000 1.02% 581 581 27-Jun-03 20,500,000 1.04% 592 592 28-Jun-03 20,500,000 1.04% 592 592 29-Jun-03 20,500,000 1.04% 592 592 30-Jun-03 20,500,000 1.03% 587 587 ----------------------------------------- Total $ 18,308 $18,308 ========================================= ComEd invested surplus funds in the Utility Money Pool during the quarter and Genco borrowed such funds. The activity below reflects the interest expense charged Genco and the interest income earned by ComEd during the second quarter of 2003. Interest is based on J.P. Morgan's money market account. Applied Genco ComEd Daily Interest Interest Interest Date Balance Rate Expense Income - -------------------------------------------------------------------------------- 1-Apr-03 $ - $ - $ - 2-Apr-03 - - 3-Apr-03 - - 4-Apr-03 - - 5-Apr-03 - - 6-Apr-03 - - 7-Apr-03 - - 8-Apr-03 240,000,000 1.23% 8,200 8,200 9-Apr-03 240,000,000 1.23% 8,200 8,200 10-Apr-03 240,000,000 1.22% 8,133 8,133 11-Apr-03 300,000,000 1.24% 10,333 10,333 12-Apr-03 300,000,000 1.24% 10,333 10,333 13-Apr-03 300,000,000 1.24% 10,333 10,333 14-Apr-03 305,000,000 1.23% 10,421 10,421 15-Apr-03 252,000,000 1.24% 8,680 8,680 16-Apr-03 252,000,000 1.26% 8,820 8,820 17-Apr-03 268,500,000 1.23% 9,174 9,174 18-Apr-03 268,500,000 1.23% 9,174 9,174 19-Apr-03 268,500,000 1.23% 9,174 9,174 20-Apr-03 268,500,000 1.23% 9,174 9,174 21-Apr-03 302,500,000 1.23% 10,335 10,335 22-Apr-03 302,500,000 1.23% 10,335 10,335 23-Apr-03 185,500,000 1.22% 6,286 6,286 24-Apr-03 198,500,000 1.22% 6,727 6,727 25-Apr-03 215,500,000 1.22% 7,303 7,303 26-Apr-03 215,500,000 1.20% 7,183 7,183 27-Apr-03 215,500,000 1.20% 7,183 7,183 28-Apr-03 229,500,000 1.20% 7,650 7,650 29-Apr-03 232,500,000 1.22% 7,879 7,879 30-Apr-03 204,500,000 1.19% 6,760 6,760 1-May-03 204,500,000 1.24% 7,044 7,044 2-May-03 225,500,000 1.23% 7,705 7,705 3-May-03 225,500,000 1.23% 7,705 7,705 4-May-03 225,500,000 1.23% 7,705 7,705 5-May-03 240,500,000 1.20% 8,017 8,017 6-May-03 255,500,000 1.21% 8,588 8,588 7-May-03 257,500,000 1.20% 8,583 8,583 8-May-03 263,500,000 1.24% 9,076 9,076 9-May-03 265,500,000 1.21% 8,924 8,924 10-May-03 265,500,000 1.21% 8,924 8,924 11-May-03 265,500,000 1.21% 8,924 8,924 12-May-03 281,500,000 1.20% 9,383 9,383 13-May-03 288,500,000 1.21% 9,697 9,697 14-May-03 306,000,000 1.20% 10,200 10,200 15-May-03 306,000,000 1.20% 10,200 10,200 16-May-03 306,000,000 1.24% 10,540 10,540 17-May-03 306,000,000 1.24% 10,540 10,540 18-May-03 306,000,000 1.24% 10,540 10,540 19-May-03 321,000,000 1.21% 10,789 10,789 20-May-03 321,000,000 1.20% 10,700 10,700 21-May-03 321,000,000 1.20% 10,700 10,700 22-May-03 340,500,000 1.20% 11,350 11,350 23-May-03 340,500,000 1.17% 11,066 11,066 24-May-03 340,500,000 1.17% 11,066 11,066 25-May-03 340,500,000 1.17% 11,066 11,066 26-May-03 340,500,000 1.17% 11,066 11,066 27-May-03 340,500,000 1.20% 11,350 11,350 28-May-03 341,500,000 1.21% 11,478 11,478 29-May-03 278,500,000 1.21% 9,361 9,361 30-May-03 262,500,000 1.21% 8,823 8,823 31-May-03 262,500,000 1.21% 8,823 8,823 1-Jun-03 262,500,000 1.21% 8,823 8,823 2-Jun-03 263,500,000 1.22% 8,930 8,930 3-Jun-03 281,500,000 1.21% 9,462 9,462 4-Jun-03 294,500,000 1.21% 9,898 9,898 5-Jun-03 294,500,000 1.21% 9,898 9,898 6-Jun-03 296,000,000 1.20% 9,867 9,867 7-Jun-03 296,000,000 1.20% 9,867 9,867 8-Jun-03 296,000,000 1.20% 9,867 9,867 9-Jun-03 251,000,000 1.20% 8,367 8,367 10-Jun-03 259,000,000 1.20% 8,633 8,633 11-Jun-03 263,000,000 1.20% 8,767 8,767 12-Jun-03 273,000,000 1.18% 8,948 8,948 13-Jun-03 295,500,000 1.17% 9,604 9,604 14-Jun-03 295,500,000 1.17% 9,604 9,604 15-Jun-03 295,500,000 1.17% 9,604 9,604 16-Jun-03 225,500,000 1.17% 7,329 7,329 17-Jun-03 235,500,000 1.20% 7,850 7,850 18-Jun-03 247,500,000 1.16% 7,975 7,975 19-Jun-03 247,500,000 1.16% 7,975 7,975 20-Jun-03 284,500,000 1.16% 9,167 9,167 21-Jun-03 284,500,000 1.16% 9,167 9,167 22-Jun-03 284,500,000 1.16% 9,167 9,167 23-Jun-03 188,500,000 1.16% 6,074 6,074 24-Jun-03 70,500,000 1.14% 2,233 2,233 25-Jun-03 100,500,000 1.14% 3,183 3,183 26-Jun-03 109,500,000 1.10% 3,346 3,346 27-Jun-03 114,500,000 1.11% 3,530 3,530 28-Jun-03 114,500,000 1.11% 3,530 3,530 29-Jun-03 114,500,000 1.11% 3,530 3,530 30-Jun-03 164,500,000 1.09% 4,981 4,981 ------------------------------ Total $721,918 $721,918 ============================== 15. Order - The amount and terms of any financings consummated by any Non-Utility Subsidiary that is not exempt under rule 52. None. 16. Order - All of the information that would have been provided on a Form U-6B-2 with respect to each security issuance subject thereto that occurred during the applicable quarter. See Exhibit B. 17. Order - Future registration statements filed under the Securities Act of 1933 with respect to securities described in the Rule 24 certificate will be filed or incorporated by reference as exhibits to the Rule 24 Certificate. None. 18. Order - Consolidated balance sheets as of the end of the quarter and separate balance sheets as of the end of the quarter for each company, including Exelon, that has engaged in jurisdictional financing transactions during the quarter. See combined Form 10 Q for Exelon Corporation, ComEd, Genco and PECO filed on July 30, 2003. 19. Order - A retained earnings analysis of Exelon on a consolidated basis and of each Utility Subsidiary detailing gross earnings, goodwill amortization, dividends paid out of each capital account and the resulting capital account balances at the end of the quarter. The consolidated retained earnings analyses of Exelon, ComEd, PECO, Genco, PECO Energy Power Company, Susquehanna Power Company, Susquehanna Electric Company and ComEd of Indiana are attached as Exhibit C. 20. Order - The notional amount and principal terms of any Hedge Instruments or Anticipatory Hedges entered into during the quarter and the identity of the other parties to the transaction. In the second quarter of 2003, ComEd and Genco entered into forward starting swaps to hedge interest rate exposure associated with future debt issuances. Each of the swaps is designated as a cash flow hedge in that it attempts to minimize the variability of the future interest expense associated with changes in the 3-month LIBOR rate. A table summarizing the forward starting swap transactions that were entered into in the second quarter is below. Each of the transactions will be unwound prior to the associated debt issuance. ------------------ ----------------- ----------------- --------------- ---------- --------------- Exelon Trade Effective Notional Counter- ------------------ ----------------- ----------------- --------------- ---------- --------------- Entity Date Date Amount Term Party ------------------ ----------------- ----------------- --------------- ---------- --------------- ComEd 04/22/03 09/15/03 $70 million 7-year JP Morgan ------------------ ----------------- ----------------- --------------- ---------- --------------- ComEd 04/28/03 09/15/03 $70 million 7-year Bank One ------------------ ----------------- ----------------- --------------- ---------- --------------- ComEd 05/09/03 09/15/03 $60 million 7-year JP Morgan ------------------ ----------------- ----------------- --------------- ---------- --------------- Genco 06/04/03 10/31/03 $100 million 10-year JP Morgan ------------------ ----------------- ----------------- --------------- ---------- --------------- Genco 06/11/03 10/31/03 $100 million 10-year Citibank ------------------ ----------------- ----------------- --------------- ---------- --------------- 21. Order - The name, parent company and amount invested in any intermediate subsidiary or financing subsidiary during the quarter and the amount and terms of any securities issued by those subsidiaries during the quarter. On May 9, 2003, PECO formed PECO Energy Capital Trust IV, PECO Energy Capital Trust V, and PECO Energy Capital Trust VI. The purpose of these subsidiaries is to offer and sell from time to time trust preferred securities which will be guaranteed by PECO Energy Company. In June 2003, PECO made a capital contribution of $3.7 million to PECO Energy Capital Trust IV, which then issued $100 million of trust preferred securities (see exhibit B for terms), the proceeds of which were used to redeem $50 million of preferred trust receipts of PECO Energy Capital Trust II and $50 million of 7.48% preferred stock of PECO. 22. Order - Provide a copy of the consolidated balance sheet and income statement for Ventures, Genco and Enterprises. Pursuant to a request for confidential treatment under rule 104 (b) of PUHCA, Exelon is concurrently filing in paper format as Attachment 1, a consolidated balance sheet and income statement for Ventures and Enterprises. See combined Form 10 Q for Genco filed on July 30, 2003.
23. Order - A narrative description of Development Activities and amount expended on Development Activities during the quarter just ended. Pursuant to a request for confidential treatment under rule 104 (b) of PUHCA, Exelon is concurrently filing in paper format as Attachment 1, a description of Development Activities and amount expended on Development Activities during the quarter just ended. 24. Order - A narrative description of each investment made during the quarter just ended including: a. Name of the company and its immediate parent. See table below. b. Method of investment (e.g., (1) purchases of capital shares, partnership interests, member interests in limited liability companies, trust certificates or other forms of voting or non-voting equity interests; (2) capital contributions; (3) open account advances without interest; (4) loans; and (5) guarantees issued, provided or arranged in respect of the securities or other obligations of any Intermediate Subsidiaries). See table below. c. Type of company and/or its business (e.g., EWG, FUCO, ETC, Rule 58 Subsidiary, Non-U.S. Energy Related Subsidiary, Intermediate Subsidiary, Financing Subsidiary). See table below. d. With respect to Non-U.S. Energy Related Subsidiaries, the business engaged in and the locations (countries) where it does business. None. - --------------- --------------- ---------------- -------------------- ----------- ------------------------------- Company / Subsidiary Immediate Company / Type of Method of Parent Subsidiary Company Investment Amount Purpose - --------------- --------------- ---------------- -------------------- ----------- ------------------------------- Exelon Exelon Rule 58 Revolving credit $150 Exelon Thermal Technologies, Thermal Thermal loan LIBOR Inc. loan to .Exelon Thermal Holdings, Inc. Technologies, plus 50 Development, Inc. Inc. basis points - --------------- --------------- ---------------- -------------------- ----------- ------------------------------- Exelon Exelon Rule 58 Revolving credit $150 Operating funds Thermal Thermal loan LIBOR Holdings, Inc. Development, plus 50 Inc. basis points - --------------- --------------- ---------------- -------------------- ----------- ------------------------------- Exelon Exelon Rule 58 Revolving credit $592 Operating funds Enterprises Services, Inc. loan LIBOR Company, LLC plus 50 basis points - --------------- --------------- ---------------- -------------------- ----------- ------------------------------- Exelon Exelon Energy Rule 58 Revolving credit $24,000 Operating funds Enterprises Company loan LIBOR
Company, LLC plus 50 basis points - --------------- --------------- ---------------- -------------------- ----------- ------------------------------- Exelon Exelon Energy Rule 58 Capital $45,000 Conversion of debt to equity Enterprises Company contribution Company, LLC - --------------- --------------- ---------------- -------------------- ----------- ------------------------------- Exelon Conemaugh Rule 58 Memberhip interest $1,730 Provide operating funds Generation Fuels, LLC Company, LLC - --------------- --------------- ---------------- -------------------- ----------- ------------------------------- PECO Energy PECO Energy Financing PECO Energy $100,000 PECO will use the net Company Capital Trust subsiidiary Capital Trust IV proceeds from the sale of the IV acquired subordinated debentures to subordinated redeem: (1) $50 million of debentures from preferred trust receipts of PECO Energy Company PECO Energy Capital, Trust II, and (2) $50 million of 7.48% preferred stock of PECO. - --------------- --------------- ---------------- -------------------- ----------- ------------------------------- Exelon Exelon Rule 58 Exelon Thermal $1,625 Tax planning transaction Enterprises Thermal Holdings, Inc. Company, LLC Holdings, Inc loan to Edison Finance Partnership - --------------- --------------- ---------------- -------------------- ----------- ------------------------------- 25. Order - With respect to reorganizations during the quarter, a narrative description of the reorganization together with specifics as to the assets or securities transferred, the method of transfer and the price or other consideration for the transfer, and the names of the companies involved in the transfer. There were no reorganizations during the quarter. 26. Order - A chart showing, as of the end of such quarterly period and reflecting any reorganization accomplished during the quarter, all associated companies of Exelon, in addition to Ventures, that are Non-Utility Subsidiaries and identifying each as an EWG, FUCO, ETC, Rule 58 Subsidiary, Non-U.S. Energy Related Subsidiary, Intermediate Subsidiary or Financing Subsidiary, as applicable, and indicating Exelon's percentage equity ownership in each such entity. Exelon Corporation Subsidiaries and Investments As of June 30, 2003 Common Parent Other Shares Voting Voting Type of Business Notes Tier Company name Owned Power Power And Authority - ----- ----------------- ------ ----- ------ --------------------- Exelon Corporation Public Utility Holding Company 1 Exelon Business Services Company 1100.00% Subsidiary Service Company 1 Unicom Resources, Inc.* 100 100.00% Inactive 1 1 Unicom Assurance Company, Ltd. * 100% 100.00% Approved in Merger General Order (Captive Partnership Insurance Company) Interest
1 and 2 1 Exelon Investment Holdings, LLC* 100% Member 100.00% Intermediate Company Interest Holding company for tax advantaged transactions - housing 1 Exelon Ventures Company, LLC 100% Member 100.00% Public Utility Interest Holding Company First Tier 2 Exelon Generation Company, LLC 100% Member 100.00% Public Utility Interest Holding Company Second Tier and Utility Company 3 Exelon Generation Finance Company, LLC 100% Member 100.00% Approved in Financing Interest Order (Financing) 1 and 3 3 ExTex Retail Services Company, LLC* 100% Member 100.00% Rule 58 - 5 Interest 3 Penesco Company, LLC 100% Member 100.00% Rule 58 Interest 1 3 Port City Power, LLC * 100% Member 100.00% Approved in Interest Investment Order (Development Company) 3 Southeast Chicago Energy Project, LLC 100% Member 100.00% EWG Interest 3 Concomber Ltd 100% 100.00% Approved in Merger General Order (Captive Partnership Insurance Company) Interest 3 Cenesco Company, LLC 100% Member 100.00% Rule 58 Interest 3 Exelon Allowance Management Company, LLC 100% Member 100.00% Rule 58 Interest 3 Susquehanna Electric Company 100.00% Utility Company 1,000 3 Exelon Power Holdings, LP 85% Limited 85.00% Genco-LP Intermediate Partnership Subsidiary (1) Interest 14% Limited 14.00% Peaker Dev. Partnership Gen.- GP Interest 1% Limited 1.00% Ventures - LP Partnership Interest 4 Keystone Fuels, LLC 20.99% 20.99% Rule 58 Member Interest 4 Conemaugh Fuels, LLC 20.72 % 20.72% Rule 58 Member Interest 4 Exelon (Fossil) Holdings, Inc. 100.00% Intermediate holding company 5 Sithe Energies, Inc. 49.90% Combo Exempt Wholesale Generator and Rule 58 3 AmerGen Energy Company, LLC 50.00 % 50.00% Exempt Wholesale Member Generator Interest 1 4 AmerGen Consolidation, LLC* 100% Member 100.00% Intermediate company Interest 1 4 AmerGen TMI NQF, LLC* 100% Member 100.00% Intermediate company Interest 1 4 AmerGen Oyster Creek NQF, LLC* 100% Member 100.00% Intermediate company Interest 1 4 AmerGen Clinton NQF, LLC* 100% Member 100.00% Intermediate company Interest 3 PECO Energy Power Company 100.00% Electric Utility 984,000 Company and Public Utility Holding Company 4 Susquehanna Power Company 100.00% Electric Utility 1,273,000 Company 1 5 The Proprietors of the Susquehanna NA 100.00% Inactive Canal* 1 3 Exelon Generation International, Inc. * NA 100.00% Intermediate Subsidiary (1) 3 Exelon Peaker Development General, LLC 100% Member 100.00% Intermediate company Interest 3 Exelon Peaker Development Limited, LLC 100% Member 100.00% Intermediate company Interest
4 ExTex LaPorte Limited Partnership 99% 99.00% Peaker Ltd. Exempt Wholesale Partnership - LP Generator Interest 1% 1.00% Peaker Gen. Partnership - GP Interest 3 ExTex Marketing, LLC 100% Member 100.00% Rule 58 Interest 4 ExTex Power, LP 99% 99.00% ExTexMarketing Rule 58 Partnership - LP Interest 1% 1.00% Genco - GP Partnership Interest 3 Exelon AOG Holding # 1, Inc. 100.00% Intermediate Company 3 Exelon AOG Holding # 2, Inc. 100.00% Intermediate Company 4 Exelon New England Power Marketing, LP 99% 99.00% AOG # 2, LP Rule 58 Partnership Interest 1% 1.00% AOG # 1, GP Partnership Interest 3 Exelon New England Holdings, LLC 100% Member 100.00% Intermediate Company Interest 4 Exelon New England Power Services, Inc. 100.00% Rule 58 4 Exelon New England Development, LLC 100% Member 100.00% Development Company Interest 4 Exelon Wyman, LLC 100% Member 100.00% Exempt Wholesale Interest Generator 1 4 Exelon Edgar, LLC * 100% Member 100.00% Exempt Wholesale Interest Generator 4 Exelon Framingham, LLC 100% Member 100.00% Exempt Wholesale Interest Generator 1 4 Exelon Framingham Development, LLC* 100% Member 100.00% Development Company Interest 4 Exelon West Medway, LLC 100% Member 100.00% Exempt Wholesale Interest Generator 4 Exelon West Medway Expansion, LLC 100% Member 100.00% Development Company Interest 4 Exelon West Medway Development, LLC 100% Member 100.00% Development Company Interest 4 Exelon Boston Power Services, LLC 100% Member 100.00% Development Company Interest 4 Exelon New Boston, LLC 100% Member 100.00% Exempt Wholesale Interest Generator 1 4 Exelon Hamilton, LLC* 100% Member 100.00% Rule 58 Interest 4 Exelon Boston Generating, LLC 100% Member 100.00% Intermediate Company Interest 5 Exelon Mystic, LLC 100% Member 100.00% Exempt Wholesale Interest Generator 5 Exelon Mystic Development, LLC 100% Member 100.00% Exempt Wholesale Interest Generator 5 Exelon ForeRiver Development, LLC 100% Member 100.00% Exempt Wholesale Interest Generator 3 Exelon PowerLabs, LLC 100% Member 100.00% Rule 58 (vii) Interest 2 Exelon Enterprises Company, LLC 100% Member 100.00% Non-Utility Holding Interest Company Second Tier 3 Exelon Energy Company 100 100.00% Rule 58 4 AllEnergy Gas & Electric Marketing 100% Member 100.00% Rule 58 Company, LLC Interest 1 and 4 5 AllEnergy Connecticut Company, LLC* 100% Member 100.00% Rule 58 Interest 1 and 5 5 AllEnergy Massachusetts Company, LLC* 100% Member 100.00% Rule 58 Interest
1 and 6 5 AllEnergy New Jersey Company, LLC* 100% Member 100.00% Rule 58 Interest 1 and 7 5 AllEnergy New York Company, LLC* 100% Member 100.00% Rule 58 Interest 1 and 8 5 AllEnergy Rhode Island Company, LLC* 100% Member 100.00% Rule 58 Interest 5 Texas Ohio Gas, Inc. 100 100.00% Rule 58 3 Exelon Enterprises Management, Inc. 100.00% Approved in Merger Order (investments in Rule 58 and Telecommunications) 4 Exelon Capital Partners, Inc. 100.00% Approved in Merger Order (investments in Rule 58 and Telecommunications) 5 ECP Telecommunications Holdings, LLC 100% Member 100.00% Holds ETCs Interest 6 NEON Communications, Inc. 10.01% Approved in Merger Order (Investment) 6 Enerwise Global Technologies, Inc. 17.70% ETC 6 Ikimbo, Inc. 14.80% ETC 6 SoftComp, Inc (PermitsNow) 15.51% Inactive 6 OmniChoice.com, Inc. 30.00% ETC 6 Planalytics, Inc. 12.00% ECP 6 Everest Broadband Networks 15.00% ETC 6 Energy Trading Company 100.00% ETC 5 Exelon Enterprises Investments, Inc. 100.00% Approved in Merger Order (investments in Rule 58 and telecommunications) 6 Kinetic Venture Fund I, LLC 22.22% Merger U-1 Amendment # 5 (Reserved Jurisdiction) 6 Kinetic Venture Fund II, LLC 14.30% Merger U-1 Amendment # 5 (Reserved Jurisdiction) 6 UTECH Climate Challenge Fund, L.P. 24.40% Approved in Merger Order (eneragy related - venture capital Rule 58) 5 Clean Air Partners, Inc. 13.90% ETC 6 EEI Telecommunications Holdings, LLC 100% Member 100.00% ETC Interest 7 Exelon Communications Holdings, LLC 100% Member 100.00% ETC Interest 8 PHT Holdings, LLC 100% Member 100.00% Held by ETC Interest 9 PECO Hyperion 49% 49.00% PHT Held by ETC Telecommunications Partnership Holdings Interest 1% 1.00% PECO Partnership Interest 8 Exelon Communications Company, 100% Member 100.00% Held by ETC LLC Interest 4 CIC Global, LLC 100% Member 50.00% Held by ETC Interest 4 Unigrid Energy, LLC 100% Member 50.00% Inactive Interest 3 InfraSource, Inc. 94.50% Rule 58 29,313,134 4 Trinity Industries, Inc. 1100.00% Rule 58 4 InfraSource Corporate Services, Inc. 1100.00% Rule 58 4 Chowns Communications, Inc. 1100.00% Rule 58 4 VSI Group, Inc. 100 100.00% Rule 58 1 5 EGW Meter Services, LLC * 100% Member 100.00% Rule 58 Interest 4 Blair Park Services, Inc. 50 100.00% Rule 58 4 Infrasource Integrated Services, Inc. 100.00% Rule 58
5 EIS Engineering, Inc. 100.00% Rule 58 1 6 InfraSource F.S. LLC * 100% Member 100.00% Rule 58 Interest 1 6 InfraSource E.S. LLC * 100% Member 100.00% Rule 58 Interest 4 Electric Services, Inc. 100.00% Rule 58 1,000 1 and 9 4 NEWCOSY, Inc. 1 100.00% Rule 58 4 M.J. Electric, Inc. 100.00% Rule 58 1,000 4 Fischbach and Moore Electric, Inc. 1 100.00% Rule 58 1 4 NEWCOTRA, Inc.* 1 100.00% Rule 58 5 Fischbach and Moore, Inc. 1 100.00% Rule 58 1 6 Fischbach and Moore Electric 1 100.00% Rule 58 Contracting, Inc.* 1 6 T.H. Green Electric Co., Inc.* 1 100.00% Rule 58 4 Sunesys, Inc. 100.00% Rule 58 3,000 1 5 Sunesys of Virginia, Inc. * NA 100.00% Rule 58 4 MRM Technical Group, Inc. 1 100.00% Rule 58 1 5 InfraSource Underground Construction, 100% Member 100.00% Rule 58 LLC * Interest 5 Aconite Corporation 1 100.00% Rule 58 5 Gas Distribution Contractors, 1 100.00% Rule 58 Inc. 5 Mid-Atlantic Pipeliners, Inc. 1 100.00% Rule 58 5 Mueller Distribution Contractors, Inc. 1 100.00% Rule 58 5 Mueller Pipeliners, Inc. 1 100.00% Rule 58 5 Mechanical Specialties Incorporated 1 100.00% Rule 58 5 Rand-Bright Corporation 1 100.00% Rule 58 4 Dashiell Holdings Corporation 100.00% Rule 58 354,200 5 Dashiell 100.00% Rule 58 Corporation 35,420 6 Dacon Corporation 100.00% Rule 58 354,200 4 OSP Consultants, Inc. 30000 100.00% Rule 58 1 5 International Communications Services, 1 100.00% Rule 58 Inc.* 5 OSP, Inc. 1 100.00% Rule 58 1 5 OSP Telecom, Inc.* 1 100.00% Rule 58 1 5 OSP Telcomm de Mexico, S.A. de C.V.* NA 100.00% Rule 58 OSP Servicios S.A. de C.V.* 100.00% Rule 58 1 5 Utility Locate & Mapping Services, 1 100.00% Rule 58 Inc.* 5 RJE Telecom, Inc. 1 100.00% Rule 58 1 5 Universal Network Development, Corp.* 49.00% Rule 58 1 4 EIS Investments, LLC* 100% Member 100.00% Rule 58 Interest 1 5 WCB Services, LLC * 49.00% 49.00% Rule 58 Member Interest 3 Exelon Services, Inc. 100.00% Rule 58 4 Exelon Services Federal Group, Inc. 100.00% Rule 58 3 Unicom Power Holdings, LLC 100% Member 100.00% Rule 58 Interest 3 Unicom Power Marketing, Inc. 100 100.00% Rule 58 3 Adwin Equipment Company 100.00% Rule 58 3 Exelon Thermal Holdings, Inc. 100 100.00% Rule 58 4 ETT North America, Inc. 10 100.00% Rule 58 5 Northwind Thermal Technologies Canada,Inc. 10 100.00% Merger Order Reserved Jurisdiction ; Investment U-1 in Docket 70-9691 (Rule 58 operating outside the U.S.) 6 ETT Canada, Inc. 10 100.00% Merger Order Reserved Jurisdiction ; Investment U-1 in Docket 70-9691 (Rule 58 operating outside the U.S.)
7 Northwind Windsor 50% JV 50.00% Merger Order Reserved Jurisdiction ; Investment U-1 in Docket 70-9691 (Rule 58 operating outside the U.S.) 4 ETT Nevada, Inc. 100 100.00% Rule 58 5 Northwind Aladdin, LLC 75% Member 75.00% Rule 58 Interest 5 Northwind Las Vegas, LLC 50% Member 50.00% Rule 58 Interest 4 Northwind Chicago, LLC 100% Member 100.00% Rule 58 Interest 4 Exelon Thermal Development, Inc. 100 100.00% Rule 58 4 Exelon Thermal Technologies, Inc. 100 100.00% Rule 58 4 ETT Boston, Inc. 100 100.00% Rule 58 5 Northwind Boston, LLC 25% Member 25.00% Rule 58 Interest 4 ETT Houston, Inc. 100 100.00% Rule 58 4 ETT National Power, Inc. 100 100.00% Rule 58 5 Northwind Midway, LLC 100% Member 100.00% Rule 58 Interest 1 Unicom Investment, Inc. 100 100.00% Approved in Merger Order (Tax advantaged transactions) 2 Scherer Holdings 1, LLC 100% Member 100.00% Approved in Merger Interest Order (Tax advantaged transactions) 2 Scherer Holdings 2, LLC 100% Member 100.00% Approved in Merger Interest Order (Tax advantaged transactions) 2 Scherer Holdings 3, LLC 100% Member 100.00% Approved in Merger Interest Order (Tax advantaged transactions) 2 Spruce Holdings G.P. 2000, LLC 100% Member 100.00% Approved in Merger Interest Order (Tax advantaged transactions) 2 Spruce Holdings L.P. 2000, LLC 100% Member 100.00% Approved in Merger Interest Order (Tax advantaged transactions) 3 Spruce Equity Holdings, L.P. 100% 99.00% Spruce LP Approved in Merger Partnership Order (Tax advantaged Interest transactions) 1% 1.00% Spruce GP Partnership Interest 4 Spruce Holdings Trust 100% Trust 100.00% Approved in Merger Interest Order (Tax advantaged transactions) 2 Wansley Holdings 1, LLC 100% Member 100.00% Approved in Merger Interest Order (Tax advantaged transactions) 2 Wansley Holdings 2, LLC 100% Member 100.00% Approved in Merger Interest Order (Tax advantaged transactions) 1 Exelon Energy Delivery Company, LLC 100% Member 100.00% Public Utility Interest Holding Company First Tier 2 PECO Energy 100.00% Electric and Gas Company 170,478,507 Utility Company 3 East Coast Natural Gas Cooperative, LLP 100% 41.12% Rule 58 Limited Partnership Interest 1 3 Horizon Energy Company* 100.00% Inactive 1,000 3 Adwin Realty Company 100.00% Merger Order Reserved 1,000 Jurisdiction (Real Estate) (2) 4 Ambassador II Joint Venture NA 50.00% Merger Order Reserved Jurisdiction (Real Estate) (2) 4 Bradford Associates NA 50.00% Merger Order Reserved Jurisdiction (Real Estate) (2)
4 Henderson Ambassador Associates NA 50.00% Merger Order Reserved Jurisdiction (Real Estate) (2) 3 PECO Energy Transition Trust NA 100.00% Approved in Merger Order (Financing) 3 PECO Energy Capital Corp. 100.00% Approved in Merger 1,000 Order (Financing) 4 PECO Energy Capital Trust II NA 100.00% Approved in Merger Order (Financing) 4 PECO Energy Capital Trust III NA 100.00% Approved in Merger Order (Financing) 10 PECO Energy Capital Trust IV NA 100.00% Financing 1 and 11 PECO Energy Capital Trust V* NA 100.00% Financing 1 and 12 PECO Energy Capital Trust VI* NA 100.00% Financing 4 PECO Energy Capital, LP NA 3.00% Approved in Merger Order (Financing) 3 ExTel Corporation, LLC 100% Member 100.00% Intermediate Interest Subsidiary (1) 4 PECO Wireless, LP NA 99.00% PECO Intermediate Subsidiary (1) 1.00% ExTel 5 ATNP Finance Company 100 100.00% Approved in Merger Order (Financing) 5 PEC Financial Services, LLC 100% Member 100.00% Approved in Merger Interest Order (Financing) 2 Commonwealth Edison 99.90% #REF! Public Utility Company 127,020,904 Holding Company, Second Tier; Electric Utility Company 3 Commonwealth Edison Company of Indiana, 100.00% Electric Utility Inc. 908,084 Company 3 ComEd Financing I NA 100.00% Approved in Merger Order (Financing) 3 ComEd Financing II NA 100.00% Approved in Merger Order (Financing) 1 3 ComEd Financing III* NA100.00% Financing 3 ComEd Funding, LLC 100% Member100.00% Approved in Merger Interest Order (Financing) 4 ComEd Transitional Funding Trust NA100.00% Approved in Merger Order (Financing) 3 Commonwealth Research Corporation 200100.00% Rule 58 3 Edison Development Company 741100.00% Approved in Merger Order (economic and community development) 3 Edison Development Canada Inc. 100.00% Merger Order reserved 15,158 jurisdiction; Investment U-1 in Docket 70-9691 (economic and community development) 4 Edison Finance Partnership NA100.00% Merger Order reserved jurisdiction; Investment U-1 in Docket 70-9691 (Financing) 1 Boston Financial Institutional Tax Credit NA 10.72% Approved in Merger Fund X Order (tax advantaged transactions - housing) 1 Boston Financial Institutional Tax Credit NA 43.69% Approved in Merger Fund XIV Order (tax advantaged transactions - housing) 1 Boston Financial Institutional Tax Credit NA 14.19% Approved in Merger Fund XIX Order (tax advantaged transactions - housing) 1 Boston Financial Institutional Tax Credit NA 34.54% Approved in Merger Fund XXI Order (tax advantaged transactions - housing) 1 Related Corporate Partners XII, L.P. NA 36.03% Approved in Merger Order (tax advantaged transactions - housing)
1 Related Corporate Partners XIV, L.P. NA 15.99% Approved in Merger Order (tax advantaged transactions - housing) 1 Summit Corporate Tax Credit Fund II NA 33.00% Approved in Merger Order (tax advantaged transactions - housing) 1 USA Institutional Tax Credit Fund XXII NA 24.49% Approved in Merger Order (tax advantaged transactions - housing) Notes 1 Inactive company. 2 Exelon Investment Holdings, LLC* formed in Illinois 3/17/2003. Holding company for tax-advantaged transactions (housing) that were approved in the merger order. 3 ExTex Retail Services Company, LLC* Retail provider of electricity to commercial customers in Texas. dba Exelon Power Services 4 AllEnergy Connecticut Company, LLC* Formed in Delaware, 6/13/2003 Retail marketing of natural gas and energy-related services. 5 AllEnergy Massachusetts Company, LLC Formed in Delaware, 6/13/2003 Retail marketing of natural gas and energy-related services. 6 AllEnergy New Jersey Company, LLC Formed in Delaware, 6/13/2003 Retail marketing of natural gas and energy-related services. 7 AllEnergy New York Company, LLC Formed in Delaware, 6/13/2003 Retail marketing of natural gas and energy-related services. 8 AllEnergy Rhode Island Company, LLC Formed in Delaware, 6/13/2003 Retail marketing of natural gas and energy-related services. 9 NEWCOSY, Inc. - Name change from Syracuse Merit Electric, Inc. 10 PECO Energy Capital Trust IV Financing company formed in Delaware 5/9/2003 11 PECO Energy Capital Trust V* Financing company formed in Delaware 5/9/2003 12 PECO Energy Capital Trust VI* Financing company formed in Delaware 5/9/2003 27. Additional information. Exelon Generation Company, LLC issued on June 3, 2003 $17.24 million of Pollution Control Revenue Refunding bonds, variable rate, due June 1, 2027. The proceeds will be to provide for the refunding of $17.24 million aggregate principal amount of Indiana County Industrial Development Authority Pollution Control Revenue Bonds, 1997 Series A.
S I G N A T U R E Pursuant to the requirements of PUHCA, the undersigned company has duly caused this document to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 29, 2003 EXELON CORPORATION By: /s/ Matthew F. Hilzinger --------------------------------------- Vice President and Corporate Controller
Exhibit A ---------- Glossary of Defined Terms - -------------------------- AmerGen AmerGen Energy Company, LLC ComEd Commonwealth Edison Company ComEd of Indiana Commonwealth Edison Company of Indiana, Inc. Exelon Exelon Corporation EWGs Exempt wholesale generators FUCO Foreign utility company ExTex ExTex LaPorte Limited Partnership Genco Exelon Generation Company, LLC PECO PECO Energy Company PEPCO PECO Energy Power Company Power Holdings Exelon Power Holdings, LP PETT PECO Energy Transition Trust Sithe Sithe Energies, Inc. ENEH Exelon New England Holdings, LLC Southeast Chicago Southeast Chicago Energy Project, LLC SECO Susquehanna Electric Company SPCO Susquehanna Power Company
Exhibit B - Item 16 -------------------- A. - -- Commonwealth Edison Company has issued the security described herein which issue was exempted from the provisions of section 6(a) of the Act and was neither the subject of a declaration or application on Form U-1 nor included within the exemption provided by Rule U-48. 1. Type of securities (draft, promissory note): Pollution Control Revenue Refunding Bonds 2. Issue, renewal or guaranty: Issue. 3. Principal amount of each security: $40 million. 4. Rate of interest per annum of each security: Variable interest 5. Date of issue, renewal or guaranty of each security: May 8, 2003. 6. If renewal of security, give date of original issue: NA. 7. Date of maturity of each security (in the case of demand notes, indicate demand): May 15, 2017. 8. Name of the person to whom each security was issued, renewed or guaranteed: Various. 9. Collateral given with each security: First mortgage. 10. Consideration given for each security: Cash. 11. Application of proceeds for each security: The proceeds from the sale of the bonds will be used to redeem $40 million principal amount of the Illinois Industrial Pollution Control Financing Authority's Pollution Control Revenue Bonds, 1977 Series A. 12. Indicate by a check after the applicable statement below whether the issue, renewal or guaranty of each security was exempt from the provisions of section 6 (a) because of: a. the provisions contained in the first sentence of section 6 (b): [ ] b. the provisions contained in the fourth sentence 6 (b): [ ] c. the provisions in any rule of the Commission other than Rule U-48: [X] 13. If the security or securities were exempt from the provisions of section 6 (a) by virtue of the first sentence of section 6 (b), give the figures which indicate that the security or securities aggregate (together with all other then outstanding notes and drafts of a maturity of nine months or less, exclusive of days of grace, as to which such company is primarily or secondarily liable) not more than 5 per centum of the principal amount and par value of the other securities of such company then outstanding. (Demand notes, regardless of how long they may have been outstanding, shall be considered as maturing in not more than nine months for the purpose of the exemption from Section 6 (a) of the Act granted by the first sentence of Section 6 (b): Not Applicable. 14. If the security or securities are exempt from the provisions of section 6 (a) because of the fourth sentence of section 6 (b), name the security outstanding on January 1, 1935, pursuant to the terms of which the security or securities herein described have been issued: Not Applicable. 15. If the securities are exempt from the provisions of section 6 (a) because of any rule of the Commission other than Rule U-48 designate the rule under which exemption is claimed: Rule 52 (a).
B. - -- Commonwealth Edison Company has issued the security described herein which issue was exempted from the provisions of section 6(a) of the Act and was neither the subject of a declaration or application on Form U-1 nor included within the exemption provided by Rule U-48. 1. Type of securities (draft, promissory note): First Mortgage Bonds. 2. Issue, renewal or guaranty: Issue. 3. Principal amount of each security: $395 million. 4. Rate of interest per annum of each security: Annual distribution rate of 4.70%. 5. Date of issue, renewal or guaranty of each security: April 7, 2003. 6. If renewal of security, give date of original issue: NA. 7. Date of maturity of each security (in the case of demand notes, indicate demand): April 15, 2015. 8. Name of the person to whom each security was issued, renewed or guaranteed: Various. 9. Collateral given with each security: First mortgage. 10. Consideration given for each security: Cash. 11. Application of proceeds for each security: The proceeds from the sale of the bonds will be used to refinance amounts used to repay the following debt securities upon early redemption: (1) $235.95 million First Mortgage 8-3/8% bonds, series 88, due February 15, 2023; and (2) $160 million First Mortgage 8% bonds, Series A due April 15, 2023. 12. Indicate by a check after the applicable statement below whether the issue, renewal or guaranty of each security was exempt from the provisions of section 6 (a) because of: a. the provisions contained in the first sentence of section 6 (b): [ ] b. the provisions contained in the fourth sentence 6 (b): [ ] c. the provisions in any rule of the Commission other than Rule U-48: [X] 13. If the security or securities were exempt from the provisions of section 6 (a) by virtue of the first sentence of section 6 (b), give the figures which indicate that the security or securities aggregate (together with all other then outstanding notes and drafts of a maturity of nine months or less, exclusive of days of grace, as to which such company is primarily or secondarily liable) not more than 5 per centum of the principal amount and par value of the other securities of such company then outstanding. (Demand notes, regardless of how long they may have been outstanding, shall be considered as maturing in not more than nine months for the purpose of the exemption from Section 6 (a) of the Act granted by the first sentence of Section 6 (b): Not Applicable. 14. If the security or securities are exempt from the provisions of section 6 (a) because of the fourth sentence of section 6 (b), name the security outstanding on January 1, 1935, pursuant to the terms of which the security or securities herein described have been issued: Not Applicable. 15. If the securities are exempt from the provisions of section 6 (a) because of any rule of the Commission other than Rule U-48 designate the rule under which exemption is claimed: Rule 52 (a).
C. - -- PECO Energy Capital Trust IV has issued the security described herein which issue was exempted from the provisions of section 6(a) of the Act and was neither the subject of a declaration or application on Form U-1 nor included within the exemption provided by Rule U-48. 1. Type of securities (draft, promissory note): Trust Preferred Securities. 2. Issue, renewal or guaranty: Issue. 3. Principal amount of each security: $100 million. 4. Rate of interest per annum of each security: Annual distribution rate of 5.75%. 5. Date of issue, renewal or guaranty of each security: June 24, 2003. 6. If renewal of security, give date of original issue: NA. 7. Date of maturity of each security (in the case of demand notes, indicate demand): June 15, 2033. 8. Name of the person to whom each security was issued, renewed or guaranteed: Various. 9. Collateral given with each security: PECO will irrevocably and unconditionally agree to pay in full, to the holders of the securities to the extent not paid by PECO Energy Capital Trust IV. 10. Consideration given for each security: Cash. 11. Application of proceeds for each security: The proceeds from the sale of the securities will be used to purchase subordinated debentures from PECO. PECO will use the net proceeds from the sale of the subordinated debentures to redeem: (1) $50 million of preferred trust receipts of PECO Energy Capital, Trust II, representing an 8% cumulative preferred security, Series C, of PECO Energy Capital L.P; and (2) $50 million of 7.48% preferred stock of PECO. 12. Indicate by a check after the applicable statement below whether the issue, renewal or guaranty of each security was exempt from the provisions of section 6 (a) because of: a. the provisions contained in the first sentence of section 6 (b): [ ] b. the provisions contained in the fourth sentence 6 (b): [ ] c. the provisions in any rule of the Commission other than Rule U-48: [X] 13. If the security or securities were exempt from the provisions of section 6 (a) by virtue of the first sentence of section 6 (b), give the figures which indicate that the security or securities aggregate (together with all other then outstanding notes and drafts of a maturity of nine months or less, exclusive of days of grace, as to which such company is primarily or secondarily liable) not more than 5 per centum of the principal amount and par value of the other securities of such company then outstanding. (Demand notes, regardless of how long they may have been outstanding, shall be considered as maturing in not more than nine months for the purpose of the exemption from Section 6 (a) of the Act granted by the first sentence of Section 6 (b): Not Applicable. 14. If the security or securities are exempt from the provisions of section 6 (a) because of the fourth sentence of section 6 (b), name the security outstanding on January 1, 1935, pursuant to the terms of which the security or securities herein described have been issued: Not Applicable. 15. If the securities are exempt from the provisions of section 6 (a) because of any rule of the Commission other than Rule U-48 designate the rule under which exemption is claimed: Rule 52 (a).
D. - -- PECO Energy Company has issued the security described herein which issue was exempted from the provisions of section 6(a) of the Act and was neither the subject of a declaration or application on Form U-1 nor included within the exemption provided by Rule U-48. 1. Type of securities (draft, promissory note): First and Refunding Mortgage Bonds. 2. Issue, renewal or guaranty: Issue. 3. Principal amount of each security: $450 million. 4. Rate of interest per annum of each security: 3.50%. 5. Date of issue, renewal or guaranty of each security: April 28, 2003. 6. If renewal of security, give date of original issue: NA. 7. Date of maturity of each security (in the case of demand notes, indicate demand): May 1, 2008. 8. Name of the person to whom each security was issued, renewed or guaranteed: Various. 9. Collateral given with each security: First mortgage. 10. Consideration given for each security: Cash. 11. Application of proceeds for each security: The net proceeds from the sale of the bonds will be used to: (1) repay commercial paper that was used to pay at maturity $250 million aggregate principal amount of 6 5/8% first mortgage bonds due March 1, 2003; and (2) to pay at maturity $200 million aggregate principal amount of our 61/2 first mortgage bonds due May 1, 2003. 12. Indicate by a check after the applicable statement below whether the issue, renewal or guaranty of each security was exempt from the provisions of section 6 (a) because of: a. the provisions contained in the first sentence of section 6 (b): [ ] b. the provisions contained in the fourth sentence 6 (b): [ ] c. the provisions in any rule of the Commission other than Rule U-48: [X] 13. If the security or securities were exempt from the provisions of section 6 (a) by virtue of the first sentence of section 6 (b), give the figures which indicate that the security or securities aggregate (together with all other then outstanding notes and drafts of a maturity of nine months or less, exclusive of days of grace, as to which such company is primarily or secondarily liable) not more than 5 per centum of the principal amount and par value of the other securities of such company then outstanding. (Demand notes, regardless of how long they may have been outstanding, shall be considered as maturing in not more than nine months for the purpose of the exemption from Section 6 (a) of the Act granted by the first sentence of Section 6 (b): Not Applicable. 14. If the security or securities are exempt from the provisions of section 6 (a) because of the fourth sentence of section 6 (b), name the security outstanding on January 1, 1935, pursuant to the terms of which the security or securities herein described have been issued: Not Applicable. 15. If the securities are exempt from the provisions of section 6 (a) because of any rule of the Commission other than Rule U-48 designate the rule under which exemption is claimed: Rule 52 (a).
E. - -- Exelon Energy Company has issued the security described herein which issue was exempted from the provisions of section 6(a) of the Act and was neither the subject of a declaration or application on Form U-1 nor included within the exemption provided by Rule U-48. 1. Type of securities (draft, promissory note): Intrasystem financing transaction. 2. Issue, renewal or guaranty: Issue. 3. Principal amount of each security: $24 million. 4. Rate of interest per annum of each security: LIBOR plus 50 basis points. 5. Date of issue, renewal or guaranty of each security: Second quarter, 2003. 6. If renewal of security, give date of original issue: NA. 7. Date of maturity of each security (in the case of demand notes, indicate demand): Revolving credit loan. 8. Name of the person to whom each security was issued, renewed or guaranteed: Exelon Enterprises Company, LLC. 9. Collateral given with each security: None. 10. Consideration given for each security: Cash. 11. Application of proceeds for each security: Operating funds. 12. Indicate by a check after the applicable statement below whether the issue, renewal or guaranty of each security was exempt from the provisions of section 6 (a) because of: a. the provisions contained in the first sentence of section 6 (b): [ ] b. the provisions contained in the fourth sentence 6 (b): [ ] c. the provisions in any rule of the Commission other than Rule U-48: [X] 13. If the security or securities were exempt from the provisions of section 6 (a) by virtue of the first sentence of section 6 (b), give the figures which indicate that the security or securities aggregate (together with all other then outstanding notes and drafts of a maturity of nine months or less, exclusive of days of grace, as to which such company is primarily or secondarily liable) not more than 5 per centum of the principal amount and par value of the other securities of such company then outstanding. (Demand notes, regardless of how long they may have been outstanding, shall be considered as maturing in not more than nine months for the purpose of the exemption from Section 6 (a) of the Act granted by the first sentence of Section 6 (b): Not Applicable. 14. If the security or securities are exempt from the provisions of section 6 (a) because of the fourth sentence of section 6 (b), name the security outstanding on January 1, 1935, pursuant to the terms of which the security or securities herein described have been issued: Not Applicable. 15. If the securities are exempt from the provisions of section 6 (a) because of any rule of the Commission other than Rule U-48 designate the rule under which exemption is claimed: Rule 52 (b).
F. - -- Exelon Services, Inc. has issued the security described herein which issue was exempted from the provisions of section 6(a) of the Act and was neither the subject of a declaration or application on Form U-1 nor included within the exemption provided by Rule U-48. 1. Type of securities (draft, promissory note): Intrasystem financing transaction. 2. Issue, renewal or guaranty: Issue. 3. Principal amount of each security: $2 million. 4. Rate of interest per annum of each security: Libor plus 50 basis points. 5. Date of issue, renewal or guaranty of each security: Second quarter, 2003. 6. If renewal of security, give date of original issue: NA. 7. Date of maturity of each security (in the case of demand notes, indicate demand): Revolving credit loan. 8. Name of the person to whom each security was issued, renewed or guaranteed: Exelon Enterprises Company, LLC. 9. Collateral given with each security: None. 10. Consideration given for each security: Cash. 11. Application of proceeds for each security: Operating funds. 12. Indicate by a check after the applicable statement below whether the issue, renewal or guaranty of each security was exempt from the provisions of section 6 (a) because of: a. the provisions contained in the first sentence of section 6 (b): [ ] b. the provisions contained in the fourth sentence 6 (b): [ ] c. the provisions in any rule of the Commission other than Rule U-48: [X] 13. If the security or securities were exempt from the provisions of section 6 (a) by virtue of the first sentence of section 6 (b), give the figures which indicate that the security or securities aggregate (together with all other then outstanding notes and drafts of a maturity of nine months or less, exclusive of days of grace, as to which such company is primarily or secondarily liable) not more than 5 per centum of the principal amount and par value of the other securities of such company then outstanding. (Demand notes, regardless of how long they may have been outstanding, shall be considered as maturing in not more than nine months for the purpose of the exemption from Section 6 (a) of the Act granted by the first sentence of Section 6 (b): Not Applicable. 14. If the security or securities are exempt from the provisions of section 6 (a) because of the fourth sentence of section 6 (b), name the security outstanding on January 1, 1935, pursuant to the terms of which the security or securities herein described have been issued: Not Applicable. 15. If the securities are exempt from the provisions of section 6 (a) because of any rule of the Commission other than Rule U-48 designate the rule under which exemption is claimed: Rule 52 (b).
G. - -- Exelon Thermal Holdings, Inc. has issued the security described herein which issue was exempted from the provisions of section 6(a) of the Act and was neither the subject of a declaration or application on Form U-1 nor included within the exemption provided by Rule U-48. 1. Type of securities (draft, promissory note): Intrasystem financing transaction. 2. Issue, renewal or guaranty: Issue. 3. Principal amount of each security: $1.625 million. 4. Rate of interest per annum of each security: 8%. 5. Date of issue, renewal or guaranty of each security: Second quarter, 2003. 6. If renewal of security, give date of original issue: NA. 7. Date of maturity of each security (in the case of demand notes, indicate demand): Revolving credit loan. 8. Name of the person to whom each security was issued, renewed or guaranteed: Edison Finance Partnership. 9. Collateral given with each security: None. 10. Consideration given for each security: Cash. 11. Application of proceeds for each security: Tax planning. 12. Indicate by a check after the applicable statement below whether the issue, renewal or guaranty of each security was exempt from the provisions of section 6 (a) because of: a. the provisions contained in the first sentence of section 6 (b): [ ] b. the provisions contained in the fourth sentence 6 (b): [ ] c. the provisions in any rule of the Commission other than Rule U-48: [X] 13. If the security or securities were exempt from the provisions of section 6 (a) by virtue of the first sentence of section 6 (b), give the figures which indicate that the security or securities aggregate (together with all other then outstanding notes and drafts of a maturity of nine months or less, exclusive of days of grace, as to which such company is primarily or secondarily liable) not more than 5 per centum of the principal amount and par value of the other securities of such company then outstanding. (Demand notes, regardless of how long they may have been outstanding, shall be considered as maturing in not more than nine months for the purpose of the exemption from Section 6 (a) of the Act granted by the first sentence of Section 6 (b): Not Applicable. 14. If the security or securities are exempt from the provisions of section 6 (a) because of the fourth sentence of section 6 (b), name the security outstanding on January 1, 1935, pursuant to the terms of which the security or securities herein described have been issued: Not Applicable. 15. If the securities are exempt from the provisions of section 6 (a) because of any rule of the Commission other than Rule U-48 designate the rule under which exemption is claimed: Rule 52 (b).
Exhibit C - Item 19 -------------------- Exelon Corporation and Subsidiary Companies Retained Earnings Analysis For the Quarter Ended June 30, 2003 (In millions) Beginning Balance $2,254 Net Income 372 Dividends: Common Stock (151) ----- Ending Balance $2,475 ====== PECO Energy Company and Subsidiary Companies Retained Earnings Analysis For the Quarter Ended June 30, 2003 (In millions) Beginning Balance $447 Net Income 88 Dividends: Common Stock (76) Preferred Stock (2) Redemption of Preferred Stock (2) ---- Ending Balance $455 ===== Commonwealth Edison and Subsidiary Companies Retained Earnings Analysis For the Quarter Ended June 30, 2003 (In millions) Beginning Balance $652 Net Income 205 Dividends: Common Stock (90) ----- Ending Balance $767 ===== Exelon Generation Retained Earnings Analysis For the Quarter Ended June 30, 2003 (In millions) Beginning Balance $980 Net Income 142 Dividends: Common Stock (45) ---- Ending Balance $1,077 ======
PECO Energy Power Company Retained Earnings Analysis For the Quarter Ended June, 30 2003 (In millions) Beginning Balance $36 Net Income 3 Dividends: Common Stock 0 --- Ending Balance $39 === Susquehanna Power Company Retained Earnings Analysis For the Quarter Ended June 30, 2003 (In millions) Beginning Balance $35 Net Income 3 Dividends: Common Stock 0 --- Ending Balance $38 === Susquehanna Electric Company Retained Earnings Analysis For the Quarter Ended June 30, 2003 (In millions) Beginning Balance $ (11) Net Income (Loss) 16 Dividends: Common Stock 0 --- Ending Balance $5 === ComEd of Indiana Retained Earnings Analysis For the Quarter Ended June 30, 2003 (In millions) Beginning Balance $ 2 Net Income 0 Dividends: Common Stock 0 --- Ending Balance $2 ===