View:
Mail Stop 0308
March 11, 2005
VIA U.S. MAIL AND FACSIMILE
Mr. Randall E. Mehrberg, Esq.
Executive Vice President and
General Counsel
Exelon Corporation
10 South Dearborn Street, 37th Floor
Chicago, Illinois 60680-5379
Re: Exelon Corporation
Registration Statement on Form S-4
File No. 333-122704
Filed February 10, 2005
Exelon Corporation
Form 10-K for the Fiscal Year Ended December 31, 2004
Filed February 23, 2005
File No. 1-16169
Dear Mr. Mehrberg:
We have reviewed your filing and have the following
comments.
Please be aware that we have limited our review to the terms of
the
transaction reflected in the registration statement, and financial
statement and related information in the periodic report cited
above.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
* * * * * * * * * * *
Form S-4
General
1. We note that in connection with the merger, the rights of
former
PSEG stockholders will be governed by a new certificate of
incorporation and by-laws. As a result, some material stockholder
rights will no longer apply. For example, as set forth on page
150
of the prospectus, under the current PSEG by-laws a director may
be
removed without cause upon the vote of 80% of the shares then
entitled to vote at an election of director. While under Exelon`s
amended and restated by-laws, a director may only be removed from
office for cause by a majority vote of stockholder. As another
example, as set forth on pages 152 and 153, PSEG shareholders will
no
longer be able to call a special meeting of shareholders upon the
written request of a majority of shareholders. It does not appear
that you intend to separately present these changes as proposals
for
stockholders to vote upon. Please tell us why Rule 14a-4(a) (3)
of
the proxy rules does not require you to "unbundle" these matters.
In
this regard, please see the Fifth Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations (September 2004).
2. We note that you have filed several written communications
under
Rule 425 after you filed the registration statement. However,
subsequent to the filing of the registration statement, Rule 425
filings should be made under the Securities Act file number of the
Form S-4. See Regulation M-A telephone interpretation B.12
available
at www.sec.gov in the July 2000 Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations. Please make the correction in any future
filings.
Prospectus Summary, page 4
3. Please limit your summary disclosure to brief discussions of
only
the most material aspects of the proposed merger. Some of your
disclosure appears to contain excessive detail, which is better
suited for the body of the prospectus. For example, you should
provide only a brief description of the tax consequences in this
section. Another example is your disclosure concerning Exelon`s
amended and restated by-laws.
These are only examples. Consider whether other subsections or
elements of a discussion within a subsection are necessary for the
summary. Appropriate revisions should enable you to significantly
reduce the length of the summary. Please revise accordingly. We
may
have additional comments based upon your revisions.
4. Disclose here or in the body of the document the status of
regulatory clearances and conditions to the merger.
5. We note your disclosure stating that the merger is subject to
the
satisfaction or waiver of a number of conditions. Briefly clarify
which conditions to the merger, if any, may be waived. Please be
aware that we generally believe that re-solicitation is required
when
companies waive material conditions to a merger, especially the
receipt of an opinion that a merger is not taxable to
stockholders.
Risk Factors, page 22
6. Clarify in the introductory paragraph that you have described
all
material risk that are currently known.
7. In general, descriptions of risks that describe circumstances
that
could apply equally to other businesses that are similarly
situated
are generic risks that should not be included in your risk factor
section. Please either eliminate these generic risks, or revise
them
to state specific material risks to your company or to the
shareholders of PSEG in this offering. For example, we note that
the
following risk factors appear to contain generic disclosures:
* Providing reliable service to the combined company`s..., page 28
* The combined company`s generation business may ..., page 30
* The combined company`s generation business will rely on FERC...,
page 31
* The price of the combined company`s common stock..., page 32
* The combined company`s business ..., page 35
* The combined company may make acquisitions..., page 35
Please note these are examples only. Review your entire risk
factor
section and revise as necessary.
8. The anticipated benefits..., page 22. As drafted, the risks
you
disclose in this risk factor are those that would arise in almost
any
merger of two utility companies. Please revise this risk factor
to
better tailor the risk to the specific difficulties you expect to
encounter. For example, later in your prospectus you disclose
your
concern regarding the number of nuclear facilities you will hold
as a
result of the merger and whether that will create regulatory
difficulties for the combined company. Also, it appears that your
first bullet point in this risk factor is your next risk factor on
page 23. Please revise.
9. Because a portion of the combined company`s business will
be...,
page 34. Please revise this risk to indicate the magnitude of the
risk. Please disclose the percentage of the combined company`s
business that will be conducted outside the United States.
10. Exelon and PSEG retain contingent liability in connection with
asset sales, page 37. Please revise this risk factor to indicate
the
magnitude of the risk involved.
11. Please consider whether a material risk exists due to each of
Morgan Stanley`s, JP Morgan`s and Lehman Brothers` position as a
financial advisor and related issuance of a fairness opinion given
that a portion of each investment bank`s fee is contingent upon
completion of the merger. Also consider whether you should
include a
risk factor since Morgan Stanley has acted as PSEG`s financial
advisor and also has provided financial advice to Exelon in
connection with the sale of the outstanding common stock of ExRes
SHS
Inc.
Forward-Looking Statements, page 38
12. We note your statement in which you expand the risk factors
applicable to the combined company and that are present in the
merger
to include the factors identified on pages 38-39. It is
inappropriate to include other risk factors only in this section.
You should identify all risk factors in the risk factors section.
Background of the Merger, page 52
13. For each key meeting cited here, please ensure that the
disclosure conveys all material persons who participated and all
material matters discussed. For example, on page 53, you should
identify the outside financial advisors that advised PSEG "for a
brief period of time." As an example, with respect to the
telephone
conversation between Messrs. Rowe and Ferland on July 19, 2004,
revise to more clearly articulate the nature of those discussions.
Did their conversation only relate to the nuclear operating
contract?
Also, with respect to the July 27, 2004 Exelon board meeting,
discuss
more fully the board`s determination to accept management`s
recommendation to pursue only a possible business combination with
PSEG. These are only examples.
14. Please disclose why Exelon determined to retain two financial
advisors. Also, explain how the PSEG board determined to retain
Morgan Stanley even though Morgan Stanley was then acting as
Exelon`s
financial advisor regarding the disposition of Sithe Energies,
Inc.
15. With respect to the November 11, 2004 meeting, disclose the
possible exchange ratios that were considered. Similarly, discuss
any negotiation process regarding the exchange ratio that may have
taken place on that date or throughout the course of negotiating
the
merger agreement. Explain clearly how the exchange ratio of 1.225
was determined. We note the brief reference that Exelon from the
July 16, 2004 description that Exelon proposed a premium of 10-
20%.
Recommendation of Exelon Board; Exelon`s Reasons for the Merger,
page
60
16. Please expand the reasons for the merger to provide specific
information regarding the existing allocation of revenues by
segment
to those resulting from the merger.
17. Please provide more specific guidance as to the source of the
cost synergies of $400 million in the first year and $500 million
in
the second year. We note Mr. Shapard`s presentation to the UBS
Natural Gas and Electric Utilities Conference in which he outlined
some of the sources of synergies savings from the merger. Please
review this presentation to determine if there are any other
materials that should be included in your document. Also, we note
that you estimated that the present value of synergies would be
$8-9
billion. Please provide disclosure regarding those anticipated
synergies and the amount of accretion expected by Exelon, as noted
in
the presentation. We may have further comments.
18. Please provide more specific disclosure about how the merger
will
actually benefit the municipalities served by the combined
companies.
Opinion of Financial Advisors, page 68
19. As currently drafted, the discussion of each financial
advisor`s
opinion does not provide a meaningful summary of each of the
analyses
performed because each summary does not provide a clearly written
conclusion relating the results of the analysis to the
consideration
being offer in the transaction. Consequently, neither Exelon
shareholders nor PSEG shareholders can weigh the results of each
analysis in determining whether to support the proposed merger.
We
understand that each investment banker has weighed the conclusion
of
each analysis and has determined that taken as whole the
transaction
is fair to shareholders. However, the purpose of the disclosure
is
for shareholders to understand each analysis and then make their
own
determination of fairness. Please explain in clear, concise and
understandable language what the financial advisor did and how
each
analysis and conclusion are relevant to shareholders and,
specifically, to the consideration that they are receiving in the
merger. As part of the revisions, please describe the purpose of
each analysis and why particular measures were chosen for
analysis,
and clearly disclose whether or not each analysis supports the
finding of fairness. We may have additional comments based upon
your
revisions.
20. Please disclose the amount of the fee that JP Morgan will
receive
that is contingent. Also, please quantify the amount of
compensation
received by JP Morgan, Lehman Brothers and Morgan Stanley from
Exelon
and PSEG during the last two years. See Item 1015 of Regulation
M-A.
21. Please provide us with copies of all material non-public
information, including projections and potential synergies,
exchanged
among and relied upon by the parties.
Forward-Looking Financial Information, page 91
22. Please disclose your principle assumptions used in developing
your forward-looking income and cash flow statement data. Please
supplementally explain the rationale behind the development of
each
assumption. See guidance in Item 10(b) of Regulation S-K and
Chapter
8 of the AICPA Guide for Prospective Financial Information.
Interests of PSEG`s Directors and Executive Officers, page 96
23. To place in context the terms of Mr. Ferland`s second
amendment
to his employment agreement, if material, please summarize and
contrast his existing compensation arrangements with the
compensation
he will receive as a result of the merger.
Consideration to be Received Pursuant to the Merger; Treatment of
Stock Options and PSEG Equity-Based Awards, page 114
24. In this disclosure and elsewhere in your document, clearly and
concisely disclose that the merger will trigger the acceleration
of
some PSEG options but not other options. Further, in those
disclosures, quantify the number of options that will be
accelerated.
Exelon Unaudited Pro Forma Condensed Combined Consolidated
Financial
Statements and Notes, page 134
25. You indicate the adjustments reflected in the pro forma
financial
statements are preliminary and are subject to change pending
additional information and decisions. Please note that any
differences between the adjustments reflected in your final pro
forma
financial statements included in the S-4 and those made at closing
of
the acquisition should be identified and discussed in the
financial
statements in which the purchase is recorded. This may best be
accomplished in the note in which you provide the paragraph 51.e
of
SFAS 141 disclosure. Please ensure you identify differences due
to
external factors such as interest rates or changes in the position
of
commodity forward curves versus those due to factors largely
within
your control, such as changes in estimates, appraisals or
identification of additional contingencies or assets. Please
confirm
your concurrence with this approach or advise how you plan to
communicate any changes in your allocation of purchase price at
closing.
Notes to Unaudited Pro Forma Condensed Combined Consolidated
Balance
Sheet
Note (b), page 142
26. We note nil purchase price was allocated to acquired
intangible
assets other than goodwill. Please describe in detail your
process
for identifying acquired intangible assets and explain why you
determined you did not acquire any such assets. See paragraphs 39
and A10-A28 of SFAS 141. For example, we understand that the
value
relating to manuals and related documentation surrounding nuclear
plants could be quite substantial, yet no allocation has been
made.
If your cash flow determination of the fair value of plant was
intended to encompass peripheral assets, we believe these items
represent intangibles apart from plant and should be allocated
value
since the cash flows from the plant could be generated without
them.
Other intangibles to be considered include licensing agreements,
emission allowances/credits, procurement contracts, and real
estate
easements. These examples are not exhaustive. Given the
substantial
amount of goodwill recorded on this transaction, it appears there
may
be other similar intangibles that may not have been allocated
value.
In this regard, please tell us in detail the reasons you paid a
substantial premium relative to the net fair values to acquire
generating assets and a regulated transmission and distribution
business earning an "allowed" rate of return. While we understand
synergies that result from the combination of joint plant
interests
as well as cost savings from certain eliminations, such as
corporate
overhead, may justify a premium, your existing purchase price
allocation indicates approximately 2/3 of the consideration paid
was
unrelated to the people, processes and assets in place that
constitute PSEG. We find that allocation atypical of a capital
intensive business. Please advise. We may have further comment
upon
review of your response.
27. Please supplementally reconcile your purchase price allocation
adjustment of $(323) million to "Other assets (exclusive of
intercompany transactions)" to the items that comprise it in your
pro
forma adjustments on the pro forma balance sheet. In your
response,
ensure we understand your basis for its classification in the pro
forma balance sheet.
28. Please tell us how you intend to assign the goodwill created
on
this acquisition to your reporting units. Please be detailed in
defining your reporting units and how you intend to allocate. If
goodwill is anticipated to be allocated in a manner that does not
follow the related tangible assets, please explain how you
anticipate
allocating goodwill between reporting units. You may want to tell
us
how you define reporting units and whether this acquisition will
result in the creation of a new one. On a different point, please
tell us whether goodwill allocation, and possible amortization,
has
any impact for rate making purposes in any jurisdiction in which
PSEG
operates. To the extent you may be required to allocate goodwill
between operations subject to SFAS 71 and unregulated operations,
show us how you intend to do the allocation and explain your basis
for the split. We may have further comment.
Note (c), page 143
29. Please tell us all significant assumptions used in determining
the fair value of your power generating assets and how you arrived
at
these assumptions. In this regard, please tell us whether you are
eligible to apply for extensions on the licenses of any of PSEG`s
nuclear units in the future and how this was factored into your
fair
value analysis. Furthermore, we do not understand why you
utilized
the mid-point of the valuation range for fossil and other
facilities
while the high-end of the range was utilized for nuclear
facilities.
Given the significant premium you are paying relative to the fair
value of identified assets, it appears that using the high-end of
the
range may be justified based upon your economic actions.
Furthermore, please provide us PSEG`s consideration of whether
fossil
and other facilities were impaired on a held and used basis under
SFAS 144. In light of the purchase adjustment "step-down" of
plant,
if they were not evaluated for impairment, explain why. If
evaluated, please contrast the analysis performed by PSEG
management
relative to the evaluation performed for pro forma valuation
purposes. Explain any differences between the analyses. We may
have
further comment.
Note (d), page 143
30. Please tell how you determined the estimated fair value of
nuclear fuel. If based on a recent purchase, please tell us the
date of the transaction. If based upon a price subscription
service,
please tell us which one. We may have further comment.
Note (g), page 144
31. We note that a $347 million pro forma adjustment to fair value
regulated debt was offset by an increase to regulatory assets.
Please tell us where you will classify the amortization of this
regulatory asset and explain supplementally why no pro forma
adjustment to the income statement is required for its
amortization.
Please also provide the anticipated journal entries that will be
made
to amortize both the pro forma adjustment to regulated debt and
the
pro forma adjustment to regulatory assets. Finally, tell us
whether
it is possible to refinance regulated debt with lower cost debt
and
not have an immediate impact on regulated rates. If so, advise
how
you would account for the regulatory asset and old debt upon
refinancing.
Note (h), page 144
32. You state the adjustment to the asset retirement obligation
was
due to differences in assumptions used by you and PSEG. Please
explain the reasons for any difference in assumptions, including
descriptions of the specific assumptions used by PSEG upon
adoption
of SFAS 143 and why they differ from those used for the pro forma
presentation, which we assume will also be used at closing.
Please
tell us the discount rate(s) used by PSEG to establish or adjust
the
ARO and the rate used in the pro forma presentation. Further, we
note in footnote (d) to the pro forma statement of operations that
you recorded additional accretion expense due to the fair
valuation
of PSEG`s asset retirement obligations. Please help us understand
why accretion expense increased with the increase in the ARO.
Please provide us a schedule that shows the difference in
accretion
expense using PSEG`s method versus your method by year until the
ARO
is anticipated to be extinguished.
Note (i), page 145
33. Please explain to us how you computed the $1.549 million
adjustment to the pension and postretirement obligations. To the
extent you utilized an actuarial valuation; please tell us the
date
of the valuation, all the principle assumptions and whether you
anticipate updating the valuation upon closing. Please explain to
us
in detail how the adjustment, when recorded, could or will impact
your balance sheet and statements of operations over the next 10
years. Please be detailed in your response
Note (j), page 145
34. Please describe in detail your assumptions used in determining
the fair market value of PSEG Power`s power supply and fuel
contracts. Explain to us how you obtain forward market curves for
energy prices including whether they are internally generated or
based on outside sources. Tell us whether the forward curves are
used for other purposes; such as entering into contracts for
purchase
and sale of the specified commodity in a given market. Tell us
whether the same forward curve is used for sales versus purchases.
If not, please explain why.
35. Please explain supplementally why your $179 million adjustment
to
eliminate transactions between PSE&G and PSEG Power was recorded
to
intangible assets and intangible liabilities line items.
Biographical Information of Exelon Directors, page 161
36. Please revise the description of the business experience for
each
director to provide their respective dates of employment for each
position they have held over the last five years. See Item 402 of
Regulation S-K.
Exelon Proposal 4: Ratification of PricewaterhouseCoopers as
Exelon`s
Independent Accountants for 2005
Fees, page 191
37. Please explain to us in detail the reason(s) for the
significant
increase in audit fees for the year ended December 31, 2004. You
may
want to disclose the reason(s) for this increase.
Exhibits
38. Please file your legal opinion in a timely manner so that we
may
have time to review it before you request that your registration
statement become effective. Please advise us when you will file
the
final version of the tax opinions.
Form 10-K for the fiscal year ending December 31, 2004
General
39. Unless otherwise indicated, where a comment below requests
additional disclosures or other revisions to be made, these
revisions
may be included in your future filings.
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
Results of Operations, page 59
40. Based on transition guidance in EITF Topic D-1, EITF 03-11
became
effective for calendar year companies for transactions entered
into
on or after October 1, 2003. As such, please tell us whether and
why
you delayed implementation of EITF 03-11 until the quarter ended
March 31, 2004. In doing so, please tell us the pro forma effect
on
2003 revenues and operating expenses had the consensus been
applied
to all derivative instruments not held for trading purposes
entered
into after October 1, 2003. We may have further comment.
Note 2. Acquisitions and Dispositions
Generation Entitites, page 157
41. Please tell us whether you tested the TXU plant(s) for
impairment
on a held and used basis. If you did not, please explain why.
If
you aggregated these plant(s) with other plants, please tell us
the
locations of the aggregated plants and your basis for aggregation.
Disposition of Enterprises Entities, page 157
42. We note that you did not include the results of Thermal and
Exelon Services as discontinued operations since "the impact on
your
consolidated financial statements was not significant." Please
demonstrate why the gain or loss and related income/loss from
operations are insignificant to your financial statements.
Please
utilize the quantitative and qualitative considerations of SAB 99.
Investments in Synthetic Fuel-Producing Facilities, page 159
43. Please provide us a summary of your FIN 46R analysis as it
relates to your investments in synthetic fuel-producing
facilities.
If you determined that the facilities are variable interest
entities,
please tell us whether and how you considered the tax benefits you
receive in connection with these investments in determining if you
are the primary beneficiary.
Note 3. Sithe
44. Please help us understand the business reason(s) for exercise
of
a call to acquire 50% of Sithe for $97 million presumably to
complete
the sale of 100% of Sithe, excluding Sithe International, to
Dynegy
for $135 million.
Note 7. Property, Plant, and Equipment, page 168
45. Please revise your footnote to show accumulated depreciation
associated with your regulated and unregulated assets separately.
You may do this parenthetically. If you believe your existing
presentation is so segregated, please explain. Additionally,
please
disclose the service life for each category of unregulated assets.
See Rule 5-02.13 of Regulation S-X.
Note 14. Nuclear Decommissioning and Spent Fuel Storage, page 180
46. We note that you currently recover in rates funds for
decommissioning both the former ComEd nuclear plants and the
former
PECO nuclear plants and that these funds are remitted to
Generation
to be deposited into the trust accounts. Further, we note that
you
are required to refund to customers any amounts remaining in the
trust funds following completion of the decommissioning
activities.
As such, it is unclear why you recorded a $112 million cumulative
income effect of a change in accounting principle in connection
with
your adoption of SFAS 143. Please explain. We note your response
to
comment 13 in a letter to us dated October 17, 2003 that stated in
part "the amount of the cumulative effect at Generation was a
direct
result of the amounts previously recognized in its income
statement
related to decommissioning in 2001 and 2002 subsequent to the
transfer of the nuclear plants from PECO and ComEd." We also note
your response to comment 6 in a letter to us dated in November
2003.
However it is difficult to understand why an income effect
resulted
given your obligation to refund. Furthermore, we do not
understand
whether the $210 million credit to goodwill was part of the
cumulative effect. If not, where was the offsetting debit
recorded?
If so, we are missing a portion of the journal entry. Please help
us
understand the reason for the income effect and the related
accounting. In this regard, you may want to provide us with your
journal entries upon adopting SFAS 143 for Generation, ComEd, and
PECO.
47. We note that your asset retirement obligation increased by
$780
million, approximately 25%, during 2004 primarily due to updated
decommissioning cost studies and changes in cost escalation
factors
used to estimate future undiscounted costs. Please explain in
detail
the reasons for the significant change. In doing so, please
include
the date of the last study.
Item 9A. Controls and Procedures, page 411
48. Please amend your Form 10-K to incorporate the following
changes
to your Item 9A. Controls and Procedures:
(a) We note your disclosure that your disclosure controls and
procedures have been designed by each registrant to ensure that
"this
information is recorded, processed, summarized, evaluated, and
reported, as applicable, within the time periods specified by the
SEC`s rules and forms." As you have included a portion of the
definition of disclosure controls and procedures in your
disclosure,
you must include the entire definition. As such, revise to
clarify,
if true, that your disclosure controls and procedures are also
designed to ensure that information required to be disclosed in
the
reports that you file or submit under the Exchange Act is
accumulated
and communicated to your management, including your CEO and CFO,
to
allow timely decisions regarding required disclosure. See
Exchange
Act Rule 13a-15(e).
(b) We note your statement that "each registrant`s controls and
procedures can only provide reasonable, not absolute, assurance
that
the above objectives have been met." Please revise to state
clearly,
if true, that your disclosure controls and procedures are designed
to
provide reasonable assurance of achieving their objectives and
that
your CEO and CFO concluded that your disclosure controls and
procedures are effective at that reasonable assurance level. In
the
alternative, remove the reference to the level of assurance of
your
disclosure controls and procedures. Please refer to Section
II.F.4
of SEC Release No. 33-8238, available on our website at
www.sec.gov.
* * * * * * * * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Sarah Goldberg, Accountant at (202) 942-
1889or
in her absence, James Allegretto, Senior Assistant Chief
Accountant,
at (202) 942-1885 if you have questions regarding comments on the
financial statements and related matters. Please contact Scott
Anderegg, Attorney at (202) 942-2868, Ellie Quarles, Special
Counsel
at (202) 942-1859 or me at (202) 942-1900 with any other
questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Carol M. Lind, Esq.
Sidley Austin Brown & Wood LLP
VIA FAX
??
??
??
??
Mr. Randall E. Mehrberg, Esq.
Exelon Corporation
Page 1