UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
FOR THE QUARTER ENDED DECEMBER 31, 2004
EXELON CORPORATION
10 South Dearborn Street
37th Floor
P.O. Box 805379
Chicago, IL 60680-5379
Inquiries concerning this Form U-9C-3
should be directed to: Scott Peters
Exelon Corporation
10 South Dearborn Street
38th Floor
P.O. Box 805379
Chicago, IL 60680-5379
TABLE OF CONTENTS
Item Page
Number Number
1 Organization Chart 3
2 Issuances and Renewals of Securities and Capital Contributions
Part I - Issuances and Renewals of Securities and Capital 3
Contributions
Part II - Capital Contributions 3
3 Associate Transactions
Part I - Transactions Performed by Reporting Companies on
Behalf of Associate Companies 4
Part II - Transactions Performed by Associate Companies
On Behalf of Reporting Companies 4
4 Summary of Aggregate Investment 5
5 Other Investments 6
6 Financial Statements and Exhibits 7
Signature 10
2
ITEM 1. ORGANIZATION CHART
Not required for the fourth quarter of the calendar year.
ITEM 2.
Part I. ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
(in thousands)
- --------------- --------------- ---------------- ---------------- --------------- --------------- ------------ --------------
Company Person to
Issuing Type of Principal Whom Security Collateral Consideration
Securities Security Amount of Issue or Cost of Was Issued Given With Received For
(Borrower) Issued Security Renewal Capital (Lender) Security Each Security
- --------------- --------------- ---------------- ---------------- --------------- --------------- ------------ --------------
II Services, Revolving $ 73 Issue LIBOR plus 50 F&M Holdings None $ 73
Inc. credit basis points Company, LLC
- --------------- --------------- ---------------- ---------------- --------------- --------------- ------------ --------------
Exelon Revolving $5,283 Issue LIBOR plus 50 Exelon None $5,283
Services, Inc credit basis points Enterprises
Company, LLC
- --------------- --------------- ---------------- ---------------- --------------- --------------- ------------ --------------
Fischbach & Revolving $1,100 Issue LIBOR plus 50 F&M Holdings None $1,100
Moore credit basis points Company, LLC
Electric, Inc.
- --------------- --------------- ---------------- ---------------- --------------- --------------- ------------ --------------
Part II. CAPITAL CONTRIBUTIONS
(in thousands)
- ------------------------------------------- ---------------------------------------- ----------------------------------------
Company Contributing Capital Company Receiving Capital Amount of Capital Contribution
- ------------------------------------------- ---------------------------------------- ----------------------------------------
Exelon Generation Company, LLC Exelon Power Labs, LLC $679
- ------------------------------------------- ---------------------------------------- ----------------------------------------
Exelon Generation Company, LLC ExTex Marketing, LLC 23,217
- ------------------------------------------- ---------------------------------------- ----------------------------------------
ExTex Marketing, LLC ExTex Power, LP 23,419
- ------------------------------------------- ---------------------------------------- ----------------------------------------
Exelon Enterprises Company, LLC F&M Holdings Company, LLC 1,151
- ------------------------------------------- ---------------------------------------- ----------------------------------------
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ITEM 3. ASSOCIATE TRANSACTIONS
Part I. Transactions Performed by Reporting Companies on Behalf of Associate Companies
(in thousands)
- -------------------------------------------------------------------------------------------------------------------------
Reporting Company Associate Company Types of Direct Indirect Costs Total Amount
Services Costs Cost of
Rendering Services Receiving Services Rendered Charged Charged Capital Billed
- -------------------------------------------------------------------------------------------------------------------------
Exelon Power Labs, LLC Exelon Business Measuring & test 92 92
Services Company equipment,
technical
services - PECO
- -------------------------------------------------------------------------------------------------------------------------
Exelon Power Labs, LLC Exelon Business Measuring & test 95 33 128
Services Company equipment,
technical
services - ComEd
- -------------------------------------------------------------------------------------------------------------------------
Exelon Power Labs, LLC Exelon Generation Measuring & test 1,034 321 1,355
Company, LLC equipment,
technical services
- -------------------------------------------------------------------------------------------------------------------------
Exelon Power Labs, LLC AmerGen Measuring & test 342 88 430
equipment,
technical services
- -------------------------------------------------------------------------------------------------------------------------
Part II. Transactions Performed by Associate Companies on Behalf of Reporting
Companies (in thousands)
None.
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ITEM 4. SUMMARY OF AGGREGATE INVESTMENT
December 31, 2004
(in thousands)
Investments in energy-related companies:
Total consolidated capitalization of Exelon Corporation
as of December 31, 2004 $23,103,000 Line 1
Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 3,465,450 Line 2
Greater of $50 million or line 2 3,465,050 Line 3
Total current aggregate investment subsequent to October 20, 2000 (categorized
by major line of energy-related business):
Energy-related business category 2 $ 367,851
Energy-related business category 5 177,631
Energy-related business category 7 347,579
Energy-related business category 9 9,738
Energy-related business category 10 23,217
Total current aggregate investment 926,016 Line 4
----------
Difference between the greater of $50 million
or 15% of capitalization and the total
aggregate investment of the registered
holding company system (line 3 less line 4) $ 2,539,434 Line 5
==========
Investments in gas-related companies: NONE
5
ITEM 5. OTHER INVESTMENTS
Filed under confidential treatment pursuant to Rule 104(b).
6
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements
- ------------------------
(1) Exhibit A-1 Statement of Income of Exelon Services, Inc. for three and
twelve months ended December 31, 2004 - filed under confidential
treatment pursuant to Rule 104(b).
(2) Exhibit A-2 Balance Sheet of Exelon Services, Inc. at December 31, 2004
- filed under confidential treatment pursuant to Rule 104(b).
(3) Exhibit A-3 Statement of Income of Exelon Thermal Holdings, Inc. for
three and twelve months ended December 31, 2004 - filed under
confidential treatment pursuant to Rule 104(b).
(4) Exhibit A-4 Balance Sheet of Exelon Thermal Holdings, Inc. at December
31, 2004 - filed under confidential treatment pursuant to Rule 104(b).
(5) Exhibit A-5 Statement of Income of Unicom Power Marketing, Inc. for
three and twelve months ended December 31, 2004 - filed under
confidential treatment pursuant to Rule 104(b).
(6) Exhibit A-6 Balance Sheet of Unicom Power Marketing, Inc. at December
31, 2004 - filed under confidential treatment pursuant to Rule 104(b).
(7) Exhibit A-7 Statement of Income of Adwin Equipment Company for three
and twelve months ended December 31, 2004 - filed under confidential
treatment pursuant to Rule 104(b).
(8) Exhibit A-8 Balance Sheet of Adwin Equipment Company at December 31,
2004 - filed under confidential treatment pursuant to Rule 104(b).
(9) Exhibit A-9 Statement of Income of F&M Holdings Company, LLC for three
and twelve months ended December 31, 2004 - filed under confidential
treatment pursuant to Rule 104(b).
(10) Exhibit A-10 Balance Sheet of F&M Holdings Company, LLC at December 31,
2004 - filed under confidential treatment pursuant to Rule 104(b).
(11) Exhibit B-1 Statement of Income of Penesco Company, LLC for three
months and twelve months ended December 31, 2004 - filed under
confidential treatment pursuant to Rule 104(b).
(12) Exhibit B-2 Balance Sheet of Penesco Company, LLC at December 31, 2004
- filed under confidential treatment pursuant to Rule 104(b).
(13) Exhibit B-3 Statement of Income of Cenesco Company, LLC for three and
twelve months ended December 31, 2004 - filed under confidential
treatment pursuant to Rule 104(b).
(14) Exhibit B-4 Balance Sheet of Cenesco Company, LLC at December 31, 2004
- filed under confidential treatment pursuant to Rule 104(b).
(15) Exhibit B-5 Statement of Income of Exelon Allowance Management Company,
LLC for three and twelve months ended December 31, 2004 - filed under
confidential treatment pursuant to Rule 104(b).
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(16) Exhibit B-6 Balance Sheet of Exelon Allowance Management Company, LLC
at December 31, 2004 - filed under confidential treatment pursuant to
Rule 104(b).
(17) Exhibit B-7 Statement of Income of ExTex Marketing, LLC for three and
twelve months ended December 31, 2004 - filed under confidential
treatment pursuant to Rule 104(b).
(18) Exhibit B-8 Balance Sheet of ExTex Marketing, LLC at December 31, 2004
- filed under confidential treatment pursuant to Rule 104(b).
(19) Exhibit B-9 Statement of Income of Exelon New England Power Marketing
LP for the three and twelve months ended December 31, 2004 - filed
under confidential treatment pursuant to Rule 104(b).
(20) Exhibit B-10 Balance Sheet of Exelon New England Power Marketing LP at
December 31, 2004 - filed under confidential treatment pursuant to Rule
104(b).
(21) Exhibit B-11 Statement of Income of Exelon Hamilton, LLC for the three
and twelve months ended December 31, 2004 - filed under confidential
treatment pursuant to Rule 104(b).
(22) Exhibit B-12 Balance Sheet of Exelon Hamilton, LLC at December 31, 2004
- filed under confidential treatment pursuant to Rule 104(b).
(23) Exhibit B-13 Statement of Income of Exelon Energy Company for three and
twelve months ended December 31, 2004 - filed under confidential
treatment pursuant to Rule 104(b).
(24) Exhibit B-14 Balance Sheet of Exelon Energy Company at December 31,
2004 - filed under confidential treatment pursuant to Rule 104(b).
(25) Exhibit B-15 Statement of Income of Exelon PowerLabs, LLC for three and
twelve months ended December 31, 2004 - filed under confidential
treatment pursuant to Rule 104(b).
(26) Exhibit B-16 Balance Sheet of Exelon PowerLabs, LLC at December 31,
2004 - filed under confidential treatment pursuant to Rule 104(b).
(27) Exhibit B-17 Statement of Income of ENEH Services, LLC for three and
twelve months ended December 31, 2004 - filed under confidential
treatment pursuant to Rule 104(b).
(28) Exhibit B-18 Balance Sheet of ENEH Services, LLC at December 31, 2004 -
filed under confidential treatment pursuant to Rule 104(b).
(29) Exhibit B-19 Statement of Income of ExTex Retail Services Company, LLC
for three and twelve months ended December 31, 2004 - filed under
confidential treatment pursuant to Rule 104(b).
(30) Exhibit B-20 Balance Sheet of ExTex Retail Services Company, LLC at
December 31, 2004 - filed under confidential treatment pursuant to Rule
104(b).
(31) Exhibit B-21 Statement of Income of North America Power Services, Inc.
for three and twelve months ended December 31, 2004 - filed under
confidential treatment pursuant to Rule 104(b).
(32) Exhibit B-22 Balance Sheet of North America Power Services, Inc. at
December 31, 2004 - filed under confidential treatment pursuant to Rule
104(b).
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(33) Exhibit B-23 Statement of Income of Sithe Overseas Power Services, Ltd.
for three and twelve months ended December 31, 2004 - filed under
confidential treatment pursuant to Rule 104(b).
(34) Exhibit B-24 Balance Sheet of Sithe Overseas Power Services, Ltd. at
December 31, 2004 - filed under confidential treatment pursuant to Rule
104(b).
(35) Exhibit B-25 Statement of Income of Sithe Energy Management Services,
Inc. for three and twelve months ended December 31, 2004 - filed under
confidential treatment pursuant to Rule 104(b).
(36) Exhibit B-26 Balance Sheet of Sithe Energy Management Services, Inc. at
December 31, 2004 - filed under confidential treatment pursuant to Rule
104(b).
(37) Exhibit B-27 Statement of Income of Sithe Energy Management Services
II, Inc. for three and twelve months ended December 31, 2004 - filed
under confidential treatment pursuant to Rule 104(b).
(38) Exhibit B-28 Balance Sheet of Sithe Energy Management Services II, Inc.
at December 31, 2004 - filed under confidential treatment pursuant to
Rule 104(b).
(39) Exhibit C-1 Statement of Income of Exelon Synfuel I, LLC for three and
twelve months ended December 31, 2004 - filed under confidential
treatment pursuant to Rule 104(b).
(40) Exhibit C-2 Balance Sheet of Exelon Synfuel I, LLC at December 31, 2004
- filed under confidential treatment pursuant to Rule 104(b).
(41) Exhibit C-3 Statement of Income of Exelon Synfuel II, LLC for three and
twelve months ended December 31, 2004 - filed under confidential
treatment pursuant to Rule 104(b).
(42) Exhibit C-4 Balance Sheet of Exelon Synfuel II, LLC at December 31,
2004 - filed under confidential treatment pursuant to Rule 104(b).
(43) Exhibit C-5 Statement of Income of Exelon Synfuel III, LLC for three
and twelve months ended December 31, 2004 - filed under confidential
treatment pursuant to Rule 104(b).
(44) Exhibit C-6 Balance Sheet of Exelon Synfuel III, LLC at December 31,
2004 - filed under confidential treatment pursuant to Rule 104(b).
(45) Exhibit C-7 Statement of Income of Horizon Energy Company for three and
twelve months ended December 31, 2004 - filed under confidential
treatment pursuant to Rule 104(b).
(46) Exhibit C-8 Balance Sheet of Horizon Energy Company at December 31,
2004 - filed under confidential treatment pursuant to Rule 104(b).
B. Exhibits
--------
None.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of 1935,
Exelon Corporation has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 29, 2005
Exelon Corporation
Registrant
By:/s/ Matthew F. Hilzinger
---------------------------
Vice President and
Corporate Controller
With the above signature, I also hereby certify that the corresponding report on
Form U-9C-3 for the twelve months ended December 31, 2004 has been filed with
Exelon Corporation's interested state commissions whose names and addresses are
listed below.
Donna Caton, Chief Clerk
Illinois Commerce Commission
527 East Capitol Avenue
Springfield, Illinois 62706
James J. McNulty, Secretary
Pennsylvania Public Utility Commission
P.O. Box 3265
Harrisburg, Pennsylvania 17105-3265
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