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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U5B
REGISTRATION STATEMENT
Filed Pursuant to Section 5 of the
Public Utility Holding Company Act of 1935
Exelon Corporation
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Name of Registrant
Name, Title And Address Of Officer To Whom Notices
And Correspondence Concerning This Statement Should Be Addressed
Randall E. Mehrberg
Senior Vice President & General Counsel
Exelon Corporation
10 South Dearborn Street
37th Floor
Chicago, Illinois 60603
Glossary of Defined Terms
Act Public Utility Holding Company Act of 1935, as amended
ComEd Commonwealth Edison Company
Commission Securities and Exchange Commission
Exelon Exelon Corporation
FERC Federal Energy Regulatory Commission
Financing U-1 The Form U-1 Application/Declaration filed by Exelon
Corporation, et al. in File No. 70-9693
Merger U-1 The Form U-1 Application/Declaration filed by Exelon
Corporation in File No. 70-9645
PECO PECO Energy Company
Unicom Unicom Corporation
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Page 1
<PAGE>
REGISTRATION STATEMENT
1. Exact Name of Registrant: Exelon Corporation
2. Address of Principal Executive Offices: 10 South Dearborn Street,
37th Floor,
Chicago, Illinois 60603
3. Name and address of Chief Accounting Officer: Ruth Ann Gillis,
Senior Vice President and Chief Financial Officer, Exelon Corporation,
10 South Dearborn Street, Chicago, Illinois 60603
4. Certain information as to the registrant and each subsidiary
company thereof:
EXELON CORPORATION & SUBSIDIARIES
<TABLE>
<CAPTION>
Name of Company Organization State Type of Business
--------------- ------------ ----- ----------------
<S> <C> <C> <C>
Exelon Corporation Corporation PA Holding
Exelon Generation Company, LLC LLC PA Holding Company
PECO Energy Power Company Corporation PA Utility
Susquehanna Power Company Corporation MD Utility
The Proprietors of the Susquehanna Canal Corporation MD Inactive
Susquehanna Electric Company Corporation MD Utility
AmerGen Energy Company, LLC (50% interest) LLC DE Exempt Wholesale Generator
AmerGen Vermont, LLC LLC VT Exempt Wholesale Generator
Exelon (Fossil) Holdings, Inc. Corporation DE Inactive
Sithe Energies Inc. Corporation DE Energy Related
(49.9% interest)
Exelon Peaker Development General, LLC LLC DE Inactive
Exelon Peaker Development Limited, LLC LLC DE Inactive
Entex Laporte L.P. LP TX Exempt Wholesale Generation
Concomber Ltd. Corporation Bermuda Captive Insurance Company
Exelon Enterprises Company, LLC LLC PA Energy Services
Exelon Communications Holdings,LLC LLC PA Telecommunications
AT&T Wireless PCS of Philadelphia, LLC LLC DE Telecommunications
PHT Holdings LLC
PECO Hyperion Communications (49% interest held; LLC DE Telecommunications
PECO holds 1% interest) Partnership PA Telecommunications
Exelon Communications LLC LLC PA Telecommunications
Energy Trading Company Corporation DE Investment
Enterprises Management, Inc. Corporation PA Investment
UniGrid Energy LLC (50% interest) LLC DE Energy-related
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Page 2
<PAGE>
Name of Company Organization State Type of Business
--------------- ------------ ----- ----------------
CIC Global, LLC (50% interest) LLC DE Telecommunications
Exelon Capital Partners, Inc. Corporation DE Investment (investments in
Energy-related and
Telecommunications)
Extant, Inc. (approximately 12% interest ) Corporation DE Telecommunications
Permits Now (approximately 14.9% interest) Corporation MD Telecommunications
OmniChoice.com, Inc. (approximately 34.88% interest) Corporation DE Telecommunications
VITTS Network Group, Inc. (approximately 16.8% interest)
Corporation DE Telecommunications
NEON Communications (approximately 10% interest)
Corporation DE
Exelon Infrastructure Services, Inc. (approximately 95% interest) Corporation DE Infrastructure Services
Exelon Infrastructure Services of PA, Inc. Corporation DE Infrastructure Services
EIS Engineering, Inc.
P.A.C.E. Field Services, LLC Corporation DE Infrastructure Services
P.A.C.E. Environmental, LLC LLC DE Infrastructure Services
LLC DE Infrastructure Services
Chowns Communications, Inc. Corporation DE Infrastructure Services
Fischbach and Moore Electric, Inc. Corporation DE Infrastructure Services
MRM Technical Group, Inc. Corporation DE Infrastructure Services
Aconite Corporation Corporation MN Infrastructure Services
Gas Distribution Contractors, Inc. Corporation MO Infrastructure Services
Mid-Atlantic Pipeliners, Inc. Corporation DE Infrastructure Services
Mueller Distribution Contractors, Inc. Corporation GA Infrastructure Services
Mueller Energy Services, Inc. Corporation NY Infrastructure Services
Mueller Pipeliners, Inc. Corporation DE Infrastructure Services
Mechanical Specialties Incorporated Corporation WI Infrastructure Services
Rand-Bright Corporation Corporation WI Infrastructure Services
Syracuse Merit Electric, Inc. Corporation DE Infrastructure Services
NEWCOTRA, Inc. Corporation DE Infrastructure Services
Fischbach and Moore, Incorporated Corporation NY Infrastructure Services
Fischbach and Moore Electrical Contracting Inc. Corporation DE Infrastructure Services
T.H. Green Electric Co., Inc. Corporation NY Infrastructure Services
Trinity Industries, Inc. Corporation DE Infrastructure Services
OSP Consultants, Inc. Corporation VA Infrastructure Services
International Communications Services, Inc. Corporation NV Infrastructure Services
OSP Inc. Corporation VA Infrastructure Services
OSP Servicios, S.A. de C.V. S.A. de C.V. Mexico Inactive
OSP Telecom, Inc. Corporation DE Infrastructure Services
OSP Telecomm de Mexico, S.A. de C.V. S.A. de C.V. Mexico Inactive
OSP Telcom de Colombia, LTDA LTDA Colombia Inactive
OSP Telecommunications, Ltd. Limited Bermuda Inactive
RJE Telecom, Inc. Corporation FL Infrastructure Services
Utility Locate & Mapping Services, Inc. Corporation VA Infrastructure Services
Univerisal Network Services, Inc.
Corporation CA Infrastructure Services
Dashiell Holdings Corp. Corporation DE Infrastructure Services
Dashiell Corporation Corporation TX Infrastructure Services
Dacon Corporation Corporation TX Infrastructure Services
VSI Group Inc. Corporation DE Infrastructure Services
International Vital Solutions Group, Inc. Corporation MD Infrastructure Services
Michigan Trenching Service, Inc. Corporation MI Infrastructure Services
Lyons Equipment, Inc. Corporation MI Infrastructure Services
P.A.C.E.Energineering, Inc. Corporation OK Infrastructure Services
M.J. Electric, Inc. Corporation DE Infrastructure Services
Electric Services,Inc. Corporation DE Infrastructure Services
EIS Investments, LLC LLC DE Infrastructure Services
WCB Services, LLC (49% interest) LLC OK Infrastructure Services
Adwin Equipment Company Corporation PA Energy-related
Horizon Energy Company Corporation PA Inactive (Energy-related)
Utility Competitive Advantage Fund I, LLC (11.11% interest) LLC DE Investment (Investments in
Energy-related and
telecommunications)
Unicom Energy Services Inc. Corporation IL Energy-related
Unicom Energy Inc. Corporation DE Energy-related
Unicom Energy Ohio, Inc. Corporation DE Energy-related
AllEnergy Gas & Electric Marketing Company, LLC LLC DE Energy-related
Systems Engineering and Management Corp. Corporation TN Energy-related
Unicom Mechanical Services, Inc. Corporation IL Energy Services
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Page 3
<PAGE>
Name of Company Organization State Type of Business
--------------- ------------ ----- ----------------
Unicom Power Holdings Inc. Corporation DE Energy-related
Unicom Power Marketing Inc. Corporation DE Energy-related
Unicom Healthcare Management Inc. Corporation IL Medical Plan Liabilities
UT Holdings Inc. Corporation DE Energy systems
Northwind Chicago LLC (50% interest) LLC DE Energy systems
Unicom Thermal Development Inc. Corporation DE Energy systems
Unicom Thermal Technologies Inc. Corporation IL Energy systems
Unicom Thermal Technologies Boston Inc. Corporation DE Energy systems
Northwind Boston LLC (25% interest) LLC MA Energy systems
Unicom Thermal Technologies Houston Inc. Corporation DE Energy systems
Northwind Houston LLC (25% interest) LLC DE Energy systems
Northwind Houston LP (25% ) Limited DE Energy systems
Partnership
Unicom Thermal Technologies North America Inc. Corporation DE Energy systems
Northwind Thermal Technologies Canada Inc. Corporation Canada Energy systems
Unicom Thermal Technologies Inc. Corporation Canada Energy systems
UTT National Power Inc. Corporation IL Energy systems
Northwind Midway LLC LLC DE Energy systems
UTT Nevada Inc. Corporation NE Energy systems
Northwind Aladdin LLC (75% interest) LLC NV Energy systems
Northwind Las Vegas LLC (50% interest) LLC NV Energy systems
UTT Phoenix, Inc. Corporation DE Energy systems
Northwind Arizona Development LLC (50% interest) LLC DE Energy systems
Northwind Phoenix LLC (50% interest) LLC DE Energy systems
Commonwealth Edison Company Corporation IL Utility
Commonwealth Edison Company of Indiana Corporation IN Energy Related
ComEd Financing I Trust DE Financing
ComEd Financing II Trust DE Financing
ComEd Funding, LLC LLC DE Financing
ComEd Transitional Funding Trust Trust DE Financing
Commonwealth Research Corporation Corporation IL Energy Related
Edison Development Corporation Corporation DE Real Estate
Edison Development Canada, Inc. Corporation Canada Development
Edison Finance Partnership Partnership Canada Financing
Unicom Assurance Company Ltd. Corporation IL Insurance
Spruce Holdings G.P. 2000 LLC DE Tax Advantaged
Spruce Holdings L.P. 2000 LLC DE Tax Advantaged
Spruce Equity Holdings, L.P. LP DE Tax Advantaged
Spruce Equity Holdings Trust Statutory DE Tax Advantaged
Business
Spruce Equity Holdings L.P. Trust Tax Advantaged
(1% interest held by Spruce G.P. and 99% interest held by
Spruce L.P.)
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Page 4
<PAGE>
Name of Company Organization State Type of Business
--------------- ------------ ----- ----------------
Unicom Resources Inc Corporation IL Inactive
Boston Financial Institutional Tax CreditFund X (approximately LP MA Tax Advantaged
11% interest)
Boston Financial Institutional Tax Credit Fund XIX (approximately LP MA Tax Advantaged
14% interest)
Related Corporate Partners XII, LP LP DE Tax Advantaged
(approximately 36% interest)
Boston Financial Institutional Tax Credit Fund XIV (approximately LP MA Tax Advantaged
44% interest)
Boston Financial Institutional Tax Credit Fund XXI (approximately LP MA Tax Advantaged
27% interest)
Related Corporate Partners XIV, LP LP DE Tax Advantaged
(approximately 16% interest)
Summit Corporate Tax Credit Fund II LP WA Tax Advantaged
(approximately 33% interest)
USA Institutional Tax Credit Fund XXII LP DE Tax Advantaged
(approximately 30% interest)
UTECH Climate Challenge Fund, LP LP DE Energy Related
(approximately 24% interest)
Utility Competitive Advantage Fund I, LLC (approximately 11.1% LLC DE Energy Related or Telecom
interest)
Utility Competitive Advantage Fund II, LLC (approximately LLC DE Energy Related or Telecom
17.64% interest)
PECO Energy Company Corporation PA Utility
PECO Energy Capital Corp. Corporation DE Financing
PECO Energy Capital, LP LP DE Financing
PECO Energy Capital Trust II Trust DE Financing
PECO Energy Capital Trust III Trust DE Financing
PECO Energy Transition Trust Statutory DE Financing
Business
PECO Wireless, LLC LLC DE Telecom/Financing
ATNP Finance Company Corporation DE Financing
PEC Financial Services LLC PA Financing
Eastern Pennsylvania Development Company Corporation PA Real Estate
Adwin Realty Company Corporation PA Real Estate
Ambassador II Joint Venture Partnership PA Real Estate
Bradford Associates Partnership PA Real Estate
Franklin Town Towers Associates Partnership PA Real Estate
Henderson Ambassador Associates Partnership PA Real Estate
Riverwatch Associates Partnership PA Real Estate
Route 724 Partnership PA Real Estate
Sigma Joint Venture Partnership PA Real Estate
East Coast Natural Gas Cooperative LLC LLC DE Energy Services
</TABLE>
BUSINESS
5. (a) The general character of the business done by the registrant and its
subsidiaries, separated as between the holding companies, public utility
subsidiaries (as defined in the Act) and the various non-utility
subsidiaries.
Information regarding the general business of Exelon and its
subsidiaries can be found in the following documents: Item 1 of the Annual
Report of Unicom Corporation on Form 10-K for the year ended December 31,
1999 (File No. 1-11375), Item 1 of the Annual Report of PECO Energy Company
on Form 10-K for the year ended December 31, 1999 (File No. 1-1401), and
Item 1C of the Merger U-1 (File No. 70-9645), each of which is incorporated
by reference herein.
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Page 5
<PAGE>
(b) Any substantial changes which may have occurred in the general
character of the business of such companies during the preceding five
years.
Information regarding any substantial changes which may have
occurred in the general character of the business of Exelon and its
subsidiaries during the preceding five years can be found in Unicom's
and PECO's respective 10-Ks for each of the previous five years which
were previously filed with the Commission and are incorporated by
reference herein.
PROPERTY
6. Describe briefly the general character and location of the principal
plants, properties, and other important physical units of the registrant
and its subsidiaries, showing separately (a) public utility and (b) other
properties. If any principal plant or important unit is not held in fee, so
state and describe how held.
See Item 2 of the Annual Report of Unicom Corporation on Form 10-K for
the year ended December 31, 1999 (File No. 1-11375) and Item 2 of the
Annual Report of PECO Energy Company on Form 10-K for the year ended
December 31, 1999 (File No. 1-1401).
INTERSTATE TRANSACTIONS
7. For each public utility company in the holding company system of the
registrant which is engaged in the transmission of electric energy or gas
in interstate commerce, furnish the following information for the last
calendar year:
Electric Energy Gas
Total Annual Sales KWh Mcf
--------------------------------------------------------------------------------
Interstate Transactions:
Name of State
Delivered Out of State
Received from Out of State
Unicom and PECO have on file with the FERC their respective 1999
FERC Form 1 which include information regarding the transmission
of electric energy. These reports also have been provided as
Exhibits G-1 and G-2.
PECO does not own and operate facilities for the transmission of
gas in interstate commerce. PECO purchases gas transportation and
storage services for their retail customers from regulated
interstate pipeline suppliers.
SECURITIES OUTSTANDING
8. Submit the following information concerning the registrant and each
subsidiary thereof as of the latest available date:
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Page 6
<PAGE>
FUNDED DEBT
(a) For each issue or series of funded debt, including funded debt secured
by liens on property owned, whether or not such debt has been assumed:
(Do not include here any contingent liabilities reported under
paragraph 8(c).)
BY PERMISSION OF THE STAFF OF THE COMMISSION, COLUMNS E
THROUGH I HAVE BEEN OMITTED.
AS OF SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
Amount Issued
Name of Obligor Title of Issue Amount Authorized Less Retired
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<S> <C> <C> <C>
COMED First Mortgage Bonds $200,000,000 $200,000,000
Series 85, 7.375%
Due September 15, 2002
COMED First Mortgage Bonds 100,000,000 100,000,000
Series 96, 6.625%
Due July 15, 2003
COMED First Mortgage Bonds 26,000,000 26,000,000
Pollution Control
Series 1994A, 5.300%
Due January 15, 2004
COMED First Mortgage Bonds 225,000,000 225,000,000
Series 93, 7.000%
Due July 1, 2005
COMED First Mortgage Bonds 100,000,000 100,000,000
Series 76, 8.250%
Due October 1, 2006
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Page 7
<PAGE>
COMED First Mortgage Bonds 125,000,000 125,000,000
Series 78, 8.375%
Due October 15, 2006
COMED First Mortgage Bonds 110,000,000 110,000,000
Pollution Control
Series 1996A, 4.400%
Due December 1, 2006
COMED First Mortgage Bonds 89,400,000 89,400,000
Pollution Control
Series 1996B, 4.400%
Due December 1, 2006
COMED First Mortgage Bonds 140,000,000 140,000,000
Series 83, 8.000%
Due May 15, 2008
COMED First Mortgage Bonds 20,000,000 20,000,000
Pollution Control
Series 1994B, 5.700%
Due January 15, 2009
COMED First Mortgage Bonds 100,000,000 100,000,000
Pollution Control
Series 1991, 7.250%
Due June 1, 2011
COMED First Mortgage Bonds 220,000,000 220,000,000
Series 92, 7.625%
Due April 15, 2013
COMED First Mortgage Bonds 150,000,000 150,000,000
Series 94, 7.500%
Due July 1, 2013
COMED First Mortgage Bonds 20,000,000 20,000,000
Pollution Control
Series 1994C, 5.850%
Due January 15, 2014
COMED First Mortgage Bonds 91,000,000 91,000,000
Pollution Control
Series 1994D, 6.750%
Due March 1, 2015
COMED First Mortgage Bonds 260,000,000 250,000,000
Series 75, 9.875%
Due June 15, 2020
COMED First Mortgage Bonds 200,000,000 200,000,000
Series 81, 8.625%
Due February 1, 2022
COMED First Mortgage Bonds 200,000,000 200,000,000
Series 84, 8.500%
Due July 15, 2022
COMED First Mortgage Bonds 200,000,000 200,000,000
Series 86, 8.375%
Due September 15, 2022
COMED First Mortgage Bonds 250,000,000 235,950,000
Series 88, 8.375%
Due February 15, 2023
COMED First Mortgage Bonds 160,000,000 160,000,000
Series 91, 8.000%
Due April 15, 2023
COMED First Mortgage Bonds 150,000,000 150,000,000
Series 97, 7.750%
Due July 15, 2023
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Page 8
<PAGE>
COMED Sinking Fund Debentures 49,000,000 1,000,000
2.875%
Due April 1, 2001
COMED Sinking Fund Debentures 50,000,000 4,925,000
3.125%
Due October 1, 2004
COMED Sinking Fund Debentures 50,000,000 8,000,000
3.875%
Due January 1, 2008
COMED Sinking Fund Debentures 20,000,000 3,568,000
4.625%
Due January 1, 2009
COMED Sinking Fund Debentures 40,000,000 9,181,000
4.750%
Due December 1, 2011
COMED Subordinated Deferrable 206,190,000 206,190,000
Interest Notes
8.480%
Due September 30, 2035
COMED Subordinated Deferrable 154,640,000 154,640,000
Interest Debentures
8.500%
Due January 15, 2027
COMED TRANSITIONAL Transitional Funding 425,032,687 254,541,398
FUNDING TRUST Trust Notes
Class A-2
Series 1998, 5.290%
Due June 25, 2001
COMED TRANSITIONAL Transitional Funding 258,860,915 258,860,915
FUNDING TRUST Trust Notes
Class A-3
Series 1998, 5.340%
Due March 25, 2002
COMED TRANSITIONAL Transitional Funding 421,139,085 421,139,085
FUNDING TRUST Trust Notes
Class A-4
Series 1998, 5.390%
Due June 25, 2003
COMED TRANSITIONAL Transitional Funding 598,510,714 598,510,714
FUNDING TRUST Trust Notes
Class A-5
Series 1998, 5.440%
Due March 25, 2005
COMED TRANSITIONAL Transitional Funding 761,498,286 761,498,286
FUNDING TRUST Trust Notes
Class A-6
Series 1998, 5.630%
Due June 25, 2007
COMED TRANSITIONAL Transitional Funding 510,000,000 510,000,000
FUNDING TRUST Trust Notes
Class A-7
Series 1998, 5.740%
Due December 25, 2008
COMED Pollution Control 50,000,000 45,500,000
Obligation Illinois
Industrial Pollution
Control Finance Authority
5.875%
Due May 15, 2007
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Page 9
<PAGE>
COMED Pollution Control 50,000,000 50,000,000
Obligation
Illinois Development
Finance Authority
Series 1994C, Variable
Due March 1, 2009
COMED Pollution Control 42,200,000 42,200,000
Obligation
Illinois Development
Finance Authority
Series 1994B, Variable
Due October 15, 2014
COMED Medium Term Notes 25,000,000 25,000,000
Series 3N-3037, 9.170%
Due October 15, 2002
COMED Medium Term Notes 2,000,000 2,000,000
Series 3N-3038, 9.170%
Due October 15, 2002
COMED Medium Term Notes 25,000,000 25,000,000
Series 3N-3039, 9.170%
Due October 15, 2002
COMED Medium Term Notes 23,000,000 23,000,000
Series 3N-3040, 9.170%
Due October 15, 2002
COMED Medium Term Notes 25,000,000 25,000,000
Series 3N-3041, 9.170%
Due October 15, 2002
COMED Medium Term Notes 14,000,000 14,000,000
Series 3N-3032, 9.200%
Due October 15, 2004
COMED Medium Term Notes 14,000,000 14,000,000
Series 3N-3033, 9.200%
Due October 15, 2004
COMED Medium Term Notes 10,000,000 10,000,000
Series 3N-3034, 9.200%
Due October 15, 2004
COMED Medium Term Notes 14,000,000 14,000,000
Series 3N-3035, 9.200%
Due October 15, 2004
COMED Medium Term Notes 4,000,000 4,000,000
Series 3N-3036, 9.200%
Due October 15, 2004
COMED Medium Term Notes 200,000,000 200,000,000
7.158%
Due September 30, 2002
COMED Medium Term Notes 250,000,000 250,000,000
7.284%
Due September 30, 2003
UNICOM CORPORATION NDH Capital Corporation 10,000,000 4,211,773
Note, 8.310%
Due January 1, 2003
UNICOM CORPORATION NDH Capital Corporation 6,025,200 5,228,268
Note, 8.300%
Due January 15, 2009
UNICOM CORPORATION NDH Capital Corporation 10,000,000 5,021,147
Note, 8.440%
Due January 1, 2004
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Page 10
<PAGE>
UNICOM CORPORATION NDH Capital Corporation 7,580,221 6,568,375
Note, 8.550%
Due January 15, 2009
UNICOM CORPORATION NDH Capital Corporation 3,632,294 3,632,294
Note, 8.650%
Due January 15, 2010
UNICOM CORPORATION Corporate Credit Inc. 6,880,178 6,880,178
Note, 8.875%
Due January 15, 2010
UNICOM CORPORATION Corporate Credit Inc. 9,224,623 8,702,844
Note, 7.980%
Due July 15, 2010
COMED Note, 6.400% 235,000,000 235,000,000
Due October 15, 2005
COMED Note, 7.375% 150,000,000 150,000,000
Due January 15, 2004
COMED Note, 7.625% 150,000,000 150,000,000
Due January 15, 2007
COMED Note, 6.950% 225,000,000 225,000,000
Due July 15, 2018
UNICOM MECHANICAL Note, 8.500% 40,960 3,414
SERVICES Due January 1, 2001
UNICOM MECHANICAL Note, 8.750% 19,085 4,112
SERVICES Due March 31, 2001
UNICOM MECHANICAL Note, 8.900% 19,085 4,690
SERVICES Due April 30, 2001
UNICOM MECHANICAL Note, 9.000% 92,013 82,917
SERVICES Due May 15, 2003
UNICOM MECHANICAL Note, 9.250% 63,570 60,134
SERVICES Due July 15, 2003
UNICOM THERMAL Edison Finance 16,860,300 17,350,500
TECHNOLOGIES Partnership
Note Payable, 7.750%
Due December 31, 2008
UNICOM THERMAL Guaranteed Senior Notes 11,523,000 11,422,650
TECHNOLOGIES 7.680%
Due June 30, 2023
UNICOM THERMAL Guaranteed Senior Notes 28,000,000 28,000,000
TECHNOLOGIES 9.090%
Due January 31, 2020
UNICOM THERMAL UTT National Power 2,098,200 1,123,456
TECHNOLOGIES Equipment Group
Obligation, 8.000%
Due April 1, 2015
COMED Commercial Paper 1,200,000,000 277,867,000
UNICOM Bank Loan 1,200,000,000 1,200,000,000
COMED Purchase Contract 1,430,000 254,174
Obligation, 3.000%
Due April 30, 2005
PETT Transition Bonds 244,470,272 81,970,272
1999 Series A-1, 5.4800%
Due March 1, 2001
PETT Transition Bonds 275,371,325 275,371,325
1999 Series A-2, 5.6300%
Due March 1, 2003
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<PAGE>
PETT Transition Bonds 667,000,000 667,000,000
1999 Series A-3
LIBOR + 0.125%
Due March 1, 2004
PETT Transition Bonds 458,518,647 458,518,647
1999 Series A-4, 5.8000%
Due March 1, 2005
PETT Transition Bonds 464,600,000 464,600,000
1999 Series A-5
LIBOR + 0.200%
Due September 1, 2007
PETT Transition Bonds 993,386,331 993,386,331
1999 Series A-6, 6.0500%
Due March 1, 2007
PETT Transition Bonds 896,653,425 896,653,425
1999 Series A-7, 6.1300%
Due September 1, 2008
PETT Transition Bonds 110,000,000 110,000,000
2000 Series A-1, 7.1800%
Due September 1, 2001
PETT Transition Bonds 140,000,000 140,000,000
2000 Series A-2, 7.3000%
Due September 1, 2002
PETT Transition Bonds 398,838,452 398,838,452
2000 Series A-3, 7.6250%
Due March 1, 2009
PETT Transition Bonds 351,161,548 351,161,548
2000 Series A-4, 7.6500%
Due September 1, 2009
PECO First Mortgage Bonds 250,000,000 250,000,000
5.625% Series,
Due November 1, 2001
PECO First Mortgage Bonds 75,000,000 75,000,000
6.375% Series,
Due August 15, 2005
PECO First Mortgage Bonds 200,000,000 200,000,000
6.50% Series,
Due May 1, 2003
PECO First Mortgage Bonds 250,000,000 250,000,000
6.625% Series,
Due March 1, 2003
PECO First Mortgage Bonds 175,000,000 175,000,000
7.125% Series,
Due September 1, 2002
PECO First Mortgage Bonds 100,000,000 5,280,000
7.50% Series,
Due July 15, 2002
PECO First Mortgage Bonds 200,000,000 41,636,000
8.00% Series,
Due April 1, 2002
PECO First Mortgage Bonds 50,000,000 50,000,000
Pollution Control
Delaware County
Series 1988-A, 4.1567%
Due December 1, 2012
PECO First Mortgage Bonds 50,000,000 50,000,000
Pollution Control
Delaware County
Series 1988-B, 4.1996%
Due December 1, 2012
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Page 12
<PAGE>
PECO First Mortgage Bonds 50,000,000 50,000,000
Pollution Control
Delaware County
Series 1988-C, 4.2007%
Due December 1, 2012
PECO First Mortgage Bonds 4,200,000 4,200,000
Pollution Control
Salem County
Series 1988-A, 4.0738%
Due December 1, 2012
PECO First Mortgage Bonds 29,540,000 29,530,000
Pollution Control
Montgomery County
Series 1992-A, 6.6250%
Due June 1, 2022
PECO First Mortgage Bonds 160,560,000 68,795,000
Pollution Control
Montgomery County
Series 1991-B, 6.7000%
Due December 1, 2021
PECO First Mortgage Bonds 90,000,000 39,235,000
Pollution Control
Delaware County
Series 1991-A, 7.3750%
Due April 1, 2021
PECO First Mortgage Bonds 27,030,000 13,150,000
Pollution Control
Montgomery County
Series 1991-A, 7.6000%
Due April 1, 2021
PECO Pollution Control Notes 24,125,000 24,125,000
Delaware County
Series 1993-A, 4.5935%
Due August 1, 2016
PECO Pollution Control Notes 17,240,000 17,240,000
Indiana County
Series 1997-A, 4.4100%
Due June 1, 2027
PECO Pollution Control Notes 23,000,000 23,000,000
Salem County
Series 1993-A, 3.8774%
Due March 1, 2025
PECO Pollution Control Notes 82,560,000 82,560,000
Montgomery County
Series 1994-A, 4.2160%
Due June 1, 2029
PECO Pollution Control Notes 13,340,000 13,340,000
Montgomery County
Series 1994-B, 4.3000%
Due June 1, 2029
PECO Pollution Control Notes 18,440,000 18,440,000
York County
Series 1993-A, 4.5935%
Due August 1, 2016
PECO Pollution Control Notes 34,000,000 34,000,000
Montgomery County
Series 1996-A, 4.1840%
Due March 1, 2034
PECO Pollution Control Notes 50,765,000 50,765,000
Delaware County
Series 1999-A, 5.2000%
Due October 1, 2021
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Page 13
<PAGE>
PECO Pollution Control Notes 91,775,000 91,775,000
Montgomery County
Series 1999-A, 5.2000%
Due October 1, 2030
PECO Pollution Control Notes 13,880,000 13,880,000
Montgomery County
Series 1999-B, 5.3000%
Due October 1, 2034
PECO Citicorp Notes Payable 38,488,000 38,488,000
(under special-agreement
accounts receivable)
6.6300% Series
Due November 14, 2000
PECO Siemens Notes Payable 20,625,000 14,498,000
Limerick Generating Station
Turbo Refit, 7.2500% Series
Unit 1 Due June 30, 2003
Unit 2 Due June 30, 2004
</TABLE>
CAPITAL STOCK
(b) For each class of capital stock including certificates of beneficial
interest give information in number of shares and in dollar amounts: (Do
not include here any warrants, options, or other securities reported under
paragraph 8(d).)
BY PERMISSION OF THE STAFF OF THE COMMISSION,
COLUMNS G THROUGH J HAVE BEEN OMITTED.
<TABLE>
<CAPTION>
AMOUNT ADDITIONAL
NAME OF TITLE OF AUTHORIZED AMOUNT AMOUNT
ISSUER ISSUE BY CHARTER UNISSUED ISSUED
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Exelon Corporation
Commonwealth Edison Company
Commonwealth Edison Company of Indiana, Inc. Com. Stk. 1,500,000 391,916 1,108,084
ComEd Financing I
ComEd Financing II
ComEd Funding, LLC
ComEd Transitional Funding Trust
Commonwealth Research Corporation Com. Stk. 1,000 800 200
Concomber Ltd
Edison Development Company Com. Stk. 10,000 9,259 741
Edison Development Canada Inc. Prf. Stk. Unlimited n/a 2,600
Edison Finance Partnership
-----------------------------------------------------------------------------------------------------------------------------------
Page 14
<PAGE>
Unicom Enterprises, Inc. Com. Stk. 100 - 100
Unicom Energy Services Inc. Com. Stk. 1,000 900 100
Unicom Energy Inc. Com. Stk. 1,000 900 100
Unicom Energy Ohio, Inc. Com. Stk. 1,000 - 1,000
Unicom Mechanical Services, Inc. Com. Stk. 1,000 900 100
Building Automated Systems and Services, Inc. Com. Stk. 60,000 59,000 1,000
Bumler Heating and Specialties, Inc. Com. Stk. 15,000 4,995 10,005
Metropolitan Mechanical Contractors, Inc. Class A Com. Stk. 100,000 71,598 28,402
Class B Com. Stk. 100,000 69,972 30,028
Hoekstra Building Automation, Inc. Com. Stk. 10,000 9,900 100
Access Systems, Inc. Com. Stk. 10,000 9,900 100
Buckeye Acquisition Corporation Com. Stk. 1,000 900 100
Reliance Mechanical Corp. Com. Stk. 500 300 200
Unicom Power Holdings Inc. Com. Stk. 1,000 900 100
Unicom Power Marketing Inc. Com. Stk. 1,000 900 100
Unicom Healthcare Management Inc. Class A Com. Stk. 1,000 - 1,000
Class B Com. Stk. 110 - 110
UT Holdings Inc. Com. Stk. 1,000 900 100
Northwind Chicago LLC
Unicom Thermal Development Inc. Com. Stk. 100 - 100
Unicom Thermal Technologies Inc. Com. Stk. 100 - 100
Unicom Thermal Technologies Boston Inc. Com. Stk. 100 - 100
Northwind Boston LLC
Unicom Thermal Technologies Houston Inc. Com. Stk. 100 - 100
Northwind Houston LLC
Northwind Houston LP
Unicom Thermal Technologies North America Inc. Com. Stk. 3,000 2,990 10
Northwind Thermal Technologies Canada Inc. Com. Stk. 10,000 9,990 10
Unicom Thermal Technologies Inc. Com. Stk. 10,000 9,990 10
UTT National Power Inc. Com. Stk. 1,000 900 100
Northwind Midway LLC
UTT Nevada Inc. Com. Stk. 100 - 100
Northwind Aladdin LLC
Northwind Las Vegas LLC
UTT Phoenix, Inc. Com. Stk. 1,000 900 100
Northwind Arizona Development LLC
Northwind Phoenix LLC
Unicom Investment Inc. Com. Stk. 1,000 900 100
Scherer Holdings 1, LLC
Scherer Holdings 2, LLC
Scherer Holdings 3, LLC
Spruce Holdings G.P. 2000, LLC
Spruce Holdings L.P. 2000, LLC
Wansley Holdings 1, LLC
Wansley Holdings 2, LLC
Unicom Resources Inc. Com. Stk. 1,000 900 100
PECO Energy Company
PECO Energy Capital Corp. Common Stock 1,000 1,000 -
PECO Energy Capital, LP
PECO Energy Capital Trust II
PECO Energy Capital Trust III
PECO Energy Transition Trust N/A N/A N/A
PECO Energy Power Company Common Stock 984,000 - 984,000
Susquehanna Power Company Common Stock 1,500,000 227,000 1,273,000
The Proprietors of the Susquehanna Canal N/A N/A N/A
Susquehanna Electric Company Common Stock 1,000 - 1,000
PECO Wireless, LLC N/A N/A N/A
AT&T Wireless PCS of Philadelphia, LLC N/A N/A N/A
ATNP Finance Company N/A N/A N/A
PEC Financial Services, LLC N/A N/A N/A
PECO Hyperion Telecommunications (Partnership) N/A N/A N/A
Eastern Pennsylvania Development Company Common Stock 1,000 - 1,000
Adwin Realty Company Common Stock 1,000 - 1,000
Ambassador II Joint Venture N/A N/A N/A
Bradford Associates N/A N/A N/A
Franklin Town Towers Associates N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------------
Page 15
<PAGE>
Henderson Ambassador Associates N/A N/A N/A
Riverwatch Associates N/A N/A N/A
Route 724 N/A N/A N/A
Signa Joint Venture N/A N/A N/A
Central Sewer Project Development Group Ltd N/A N/A N/A
Energy Assets
Global EPS LC
Exelon (Fossil) Holdings, Inc. Common Stock 1,000 900 100
Exelon Peaker Development General, LLC N/A N/A N/A
Exelon Peaker Development Limited, LLC N/A N/A N/A
Maxey Flats Site IRP, LLC
Bridgeport Rental & Oil Services Superfund Site ERT
Utility Competitive Advantage Fund I, LLC
Energy Trading Company 1,000 900 100
WorldWide Web NetworX Corporation
Entrade, Inc.
Exelon Ventures Copr. 1,000 900 100
UniGridEnergy, LLC
CIC Global, LLC
Exelon Capital Partners, Inc. 1,000 900 100
Extant, Inc.
Permits Now (fka Softcomp)
OmniChoice.com, Inc.
Media Station, Inc.
Enertech Capital Partners, II
NEON Communications, Inc.
VITTS Network Group, Inc.
Exelon Infrastructure Services, Inc. Common Stock 150,000,000 119,144,070 30,855,930
Exelon Infrastructure Services of Pennsylvania, Inc.
Chowns Communications, Inc.
Fischbach and Moore Electric, Inc.
MRM Technical Group, Inc.
Aconite Corporation
Gas Distribution Contractors, Inc.
Mid-Atlantic Pipeliners, Inc.
Mueller Distribution Contractors, Inc.
Mueller Energy Services, Inc.
Mueller Pipeliners, Inc.
Mechnical Specialties Incorporated
Rand-Bright Corporation
Syracuse Merit Electric, Inc.
NEWCOTRA, Inc.
Fischbach and Moore, Inc.
Fischbach and Moore Electrical Contracting, Inc.
T.H. Green Electric Co., Inc.
Trinity Industries, Inc.
OSP Consultants, Inc.
International Communications Services, Inc.
OSP, Inc.
OSP Servicios, S.A. de C.V.
OSP Telecom, Inc.
OSP Telcomm de Mexico, S.A. de C.V.
OSP Telcom de Colombia, LTDA
OSP Telecommunications, Ltd.
RJE Telecom, Inc.
Utility Locate & Mapping Services, Inc.
Dashiell Holdings Corp.
Dashiell Corporation
Dacon Corporation
VSI Group Inc
International Vital Solutions Group, Inc.
Michigan Trenching Service, Inc.
Lyons Equipment, Inc.
Adwin Equipment Company 1,000 - 1,000
Horizon Energy Company 1,000 - 1,000
East Coast Natural Gas Cooperative, LLP
Unicom Assurance Company Ltd.
UTECH Climate Challenge Fund, L.P.
Utility Competitive Advantage Fund I, LLC
Utility Competitive Advantage Fund II, LLC
-----------------------------------------------------------------------------------------------------------------------------------
Page 16
</TABLE>
<PAGE>
CONTINGENT LIABILITIES
(c) A brief outline of the nature and amount of each contingent liability on
account of endorsement or other guarantees of any securities.
AS OF SEPTEMBER 30, 2000
Information regarding contingent liabilities of Exelon can be found
in the following documents: Footnote 22 of the Annual Report of Unicom
Corporation on Form 10-K for the year ended December 31, 1999 (File No.
1-11375), Footnote 6 of the Annual Report of PECO Energy Company on Form
10-K for the year ended December 31, 1999 (File No. 1-1401), the
Quarterly Reports on Form 10-Q for Unicom and PECO for the quarters ended
March 31, 2000 and June 30, 2000, Exhibit 99 of Exelon's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2000 for Unicom, and the
Quarterly Report on Form 10-Q for PECO for the quarter ended September
30, 2000, and Item 1.E.i.f, Item 3.c, and Items 5.a and 5.b of the
Financing U-1 (File No. 70-9693).
OTHER SECURITIES
(d) A statement of the amount of warrants, rights, or options and of any
class of securities of the registrant and subsidiary companies not
elsewhere herein described which is outstanding and/or authorized. A
brief description of the provisions thereof should be included.
Information need not be set forth under this item as to notes, drafts,
bills of exchange or bankers' acceptances which mature within nine
months.
Information with respect to Exelon's 1989 Long Term Incentive Plan
is set forth in Post Effective Amendment No. 1 (on Form S-8) to Exelon's
Form S-4 Registration Statement No. 333-37082 (filed November 13, 2000)
and in Exelon's Form S-8 Registration Statement No. 333-49780.
Information with respect to PECO Energy Company's 1998 Stock Option Plan
and its Employee Savings Plan is set forth in Post Effective Amendment
No. 1 (on Form S-8) to Exelon's Form S-4 Registration Statement No.
333-37082 (filed November 13, 2000). Information with respect to PECO
Energy Company's Deferred Compensation and Supplemental Pension Plan,
Management Group Deferred Compensation and Supplemental Pension Plan,
Unfunded Deferred Compensation Plan for Directors, and Employee Savings
Plan, as well as Unicom Amended and Restated Long-Term Incentive Plan,
the Unicom 1996 Directors' Fee Plan, the Unicom Retirement Plan for
Directors, and the Commonwealth Edison Retirement Plan for Directors and
the Commonwealth Edison Employee Savings and Investment Plan is set forth
in Exelon's Form S-8 Registration Statement No. 333-49780.
INVESTMENTS IN SYSTEM SECURITIES
9. Give a tabulation showing principal amount, par or stated value, the cost
to the system company originally acquiring such security, and the number of
shares or units, of each security described under Item 8 that is held by
the registrant and by each subsidiary company thereof as the record (or
beneficial) owner, and the amount at which the same are carried on the
books of each such owner. This information should be given as of the same
date as the information furnished in Item 8.
As of September 30, 2000
<TABLE>
<CAPTION>
Name of Company Number of Common % Voting Power Issuer Book
Shares Owned Value ($000)
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Exelon Corporation Public
Commonwealth Edison Company 183,745,893 99% 4,660,386
Commonwealth Edison Company of Indiana, Inc. 1,108,084 100% 21,000
ComEd Financing I N/A 100% 6,190
ComEd Financing II N/A 100% 4,640
ComEd Funding, LLC N/A 100% 39,052
ComEd Transitional Funding Trust N/A 100% N/A
--------------------------------------------------------------------------------
Page 17
<PAGE>
Commonwealth Research Corporation 200 100% 200
Concomber Ltd. N/A 100% 1,200
Edison Development Company 741 100% 32,220
Edison Development Canada, Inc. 2,600 100% 13,385
Edison Finance Partnership N/A 100% 6,977
Unicom Assurance Company Ltd. N/A 100% N/A
Unicom Enterprises, Inc. 100 100% 10,000
Unicom Energy Services, Inc. 100 100% 1
Unicom Energy, Inc. 100 100% 1
Unicom Energy Ohio, Inc. 1,000 100% 14,784
All Energy, LLC N/A 100% N/A
Systems Engineering and Management Corporation, Inc N/A 100% N/A
Unicom Mechanical Services, Inc. 100 100% 1
Building Automated Systems and Services, Inc. 1,000 100% N/A
Bumler Heating and Specialties, Inc. 10,005 100% N/A
Metropolitan Mechanical Contractors, Inc. 58,430 100% 21,347
Hoekstra Building Automation, Inc. 100 100% 5,145
Access Systems, Inc. 100 100% 5,020
Buckeye Acquisition Corporation 100 100% 9,000
Reliance Mechanical Corp. 200 100% 79,755
Unicom Power Holdings, Inc. 100 100% 1
Unicom Power Marketing, Inc. 100 100% N/A
Unicom Healthcare Management, Inc. 1,110 100% 2,001
UT Holdings, Inc. 100 100% 10,500
Northwind Chicago, LLC N/A 100% 1,083
Unicom Thermal Development, Inc. 100 100% (250)
Unicom Thermal Technologies, Inc. 100 100% 44,944
Unicom Thermal Technologies Boston, Inc. 100 100% 187
Northwind Boston, LLC N/A 25% 11,230
Unicom Thermal Technologies Houston, Inc. 100 100% 1,555
Northwind Houston, LLC N/A 25% 128
Northwind Houston, LP N/A 25% 13,147
Unicom Thermal Technologies North America, Inc. 10 100% 1
Northwind Thermal Technologies Canada, Inc. 10 100% N/A
Unicom Thermal Technologies, Inc. 10 100% 1,610
UTT National Power, Inc. 100 100% N/A
Northwind Midway, LLC N/A 100% N/A
UTT Nevada, Inc. 100 100% N/A
Northwind Aladdin, LLC N/A 75% 12,000
Northwind Las Vegas, LLC N/A 50% 350
UTT Phoenix, Inc. 100 100% N/A
Northwind Arizona Development, LLC N/A 50% N/A
Northwind Phoenix, LLC N/A 50% N/A
Unicom Investment, Inc. 100 100% 1
Scherer Holdings 1, LLC N/A 100% 203,772
Scherer Holdings 2, LLC N/A 100% 103,924
Scherer Holdings 3, LLC N/A 100% 307,696
Spruce Holdings G.P. 2000, LLC N/A 100% 7,316
Spruce Holdings L.P. 2000, LLC N/A 100% 724,282
Spruce Equity Holdings, L.P. (1% held by N/A 100% 724,282
Spruce G.P. and 99% by Spruce L.P.)
Spruce Holdings Trust (sole beneficiary is N/A 100% 731,598
Spruce Equity Holdings, L.P.)
Wansley Holdings 1, LLC N/A 100% 173,707
Wansley Holdings 2, LLC N/A 100% 88,591
Unicom Resources, Inc. 100 100% 1
PECO Energy Company 174,890,482 100% 1,397,000
PECO Energy Power Company 984,000 100% 24,600
(registrant and owner)
Susquehanna Power Company 1,273,000 100% 47,047
The proprietors of the Susquehanna Canal (1) 100%
Susquehanna Electric Company 1,000 100% 10,000
Adwin Equipment Company N/A
Eastern Pennsylvania Development Company 1,000 100% 1,000
Adwin Realty Company 1,000 100% 1,000
Energy Trading Company 1,000 100% N/A
Exelon Infrastructure Services 30,855,930 93% 348,297
Exelon Infrastrucuture Services of Pa. N/A 100%
Chowns Communication, Inc. N/A 100%
Fischbach and Moore Electric, Inc. N/A 100%
MRM Technical Group, Inc. N/A 100%
NEWCOTRA, Inc. N/A 100%
Syracuse Merit Electric, Inc. N/A 100%
Trinity industries, Inc. N/A 100%
OSP Consultants N/A 100%
Dashiell Holdings Corporation N/A 100%
VSI Group, Inc. N/A 100%
Michigan Trenching Services, Inc. N/A 100%
Lyons Equipments, Inc. N/A 100%
----------------------------------------------------------------------------------------------------
Page 18
<PAGE>
Exelon Ventures Corporation N/A 100%
Exelon Capital Partners N/A 100%
Horizon Energy Company 1,000 100% 100,000
East Coast Natural Gas Cooperatives, LLP N/A 41.12%
PECO Wireless, LLC N/A 100%
AT&T Wireless PCS of Philadelphia, LLC N/A 50%
ATNP Finance Company N/A 100%
PEC Financial Services, LLC N/A 100%
PECO Energy Capital Corporation 1,000 100% N/A
PECO Energy Capital, LP N/A 3%
PECO Energy Capital Trust II N/A 100%
PECO Energy Capital Trust III N/A 100%
PECO Energy Transition Trust N/A 100% N/A
PECO Hyperion Telecommunications N/A 50% N/A
(1) Inactive
N/A Not applicable or not available
</TABLE>
INVESTMENTS IN OTHER COMPANIES
10. Give a tabulation showing all investment of the registrant and each
subsidiary thereof in holding companies and in public utility companies
which are not subsidiary companies of the registrant. Also, show all other
investments of the registrant and each subsidiary thereof in the securities
of any other enterprise, if the book value of the investment in any such
enterprise exceeds 2% of the total debit accounts shown on the balance
sheet of the company owning investment or an amount in excess of $25,000
(whichever amount is the lesser). Give the principal amount and number of
shares or units and the cost of each issue of such securities to the system
company originally acquiring such security, and the amount at which the
same are carried on the books of the owner. List all such securities
pledged as collateral for loans or other obligations and identify loans and
obligations for which pledged. This information should be given as of the
same date as the information furnished in Item 8.
As of September 30, 2000
<TABLE>
<CAPTION>
Investor Investee Type Quantity Cost Carrying Value
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ComEd Chicago Community Ventures, Inc. Common Shares 500 $50,000 $50,000
ComEd Chicago Equity Fund Limited Partnership N/A $1,390,514 $1,390,514
ComEd Dearborn Park Corporation Common Shares 10,000 $537,654 $537,654
ComEd I.L.P. Fund C/O Chicago Capital Fund Venture Capital Small N/A $250,000 $250,000
Business Fund
ComEd Illinois Venture Fund (Unibanc Trust) Venture Capital Fund N/A $71,320 $71,320
Unicom Boston Financial Institutional Tax Limited Partnership N/A $97,960 $87,242
Credit Fund X, Related Corporate Partners
IV, L.P.; Boston Financial Institutional
Tax Credit Fund XIX; Related Corporate
Partners XII, L.P., Boston Capital Corp.
XIV, Boston Finanical Institutional Tax
Credit Fund XXI, Related Corporate
Partners XIV, L.P., Summit Corporate Tax
Credit Fund II, USA Institutional Tax
Credit Fund XXII
--------------------------------------------------------------------------------
Page 19
<PAGE>
Unicom Pantellos Corporation Corporation N/A $4,439,210 $4,439,210
Unicom Automated Power Exchange Competitive Power 1,500,000 $3,000,000 $3,000,000
Exchange Business
Unicom UTECH Climate Challenge Fund, L.P. Venture Capital N/A $4,582,713 $4,582,713
Investment
Unicom Utility Competitive Advantage Fund I, Venture Capital N/A $11,300,943 $11,300,943
LLC and Utility Competitve Advantage Investment
Fund II, LLC
PECO Utility Competitive Advantage Venture Capital $2,000,000 $6,802,878
Fund I, LLC Investment N/A
PECO AmerGen Energy Company, LLC Limited Liability N/A $40,110,000 $100,000,000
Corporation
Exelon UniGridEnergy, LLC Limited Liability N/A $518,055 $0
Ventures Corporation
Corporation
Exelon CIC Global, LLC Limited Liability N/A $1,000,000 $9,049,962
Capital Corporation
Partners,
Inc.
Exelon Softcomp Preferred Securities 1,230,001 $1,330,000 $2,019,641
Capital
Partners,
Inc.
Exelon OmniChoice.com, Inc. Preferred Securities 1,684,920 $10,000,000 $9,020,489
Capital Series B
Partners,
Inc.
Exelon Exotrope Convertible Debentures N/A $500,000 $524,041
Capital
Partners,
Inc.
Exelon Media Station, Inc. Preferred plus 214,286 $1,500,000 $1,500,000
Capital Warrants (Common) 48,702
Partners,
Inc.
Exelon Enertech Capital Partners II Limited Partnership N/A $1,500,000 $2,226,759
Capital
Partners,
Inc.
Exelon VITTS Network Group Redeemable Convertible 6,012,024 $30,000,000 $35,291,000
Ventures Preferred
Corp.
Energy WorldWide Web NetworX Corporation Common shares 73,450 $316,753 $29,380
Trading
Company
Energy Entrade Common Shares 200,000 $1,489,115 $762,500
Trading
Company
Exelon Neon Common Shares 2,131,143 $4,000,000 $74,323,612
Ventures
Corp.
N/A Not applicable
</TABLE>
INDEBTEDNESS OF SYSTEM COMPANIES
11. List each indebtedness of the registrant and of each subsidiary company
thereof (other than indebtedness reported under Item 8, but as of the same
date) where the aggregate debt owed by any such company to any one person
exceeds $25,000 or an amount exceeding 2% of the total of the debit
accounts shown on the balance sheet of the debtor (whichever amount is the
lesser) but not including any case in which such aggregate indebtedness is
less than $5,000, and give the following additional information as to each
such indebtedness:
(a) Debts owed to associate companies as of September 30, 2000:
--------------------------------------------------------------------------------
Page 20
<PAGE>
<TABLE>
<CAPTION>
Name of Debtor Name of Creditor Amount Owed Rate of Interest Date of Maturity
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Unicom Resources, Inc. Unicom Corporation $13,644,848 Variable Revolver
Unicom Resources, Inc. Unicom Corporation 4,829,000 Variable Revolver
Unicom Unicom Corporation 618,940,600 Variable Revolver
Enterprises, Inc.
Unicom Healthcare Unicom 50,000 Variable Revolver
Management, Inc. Enterprises, Inc.
Unicom Energy Unicom 49,687,000 Variable Revolver
Services, Inc. Enterprises, Inc.
Unicom Energy, Inc. Unicom 49,200,000 Variable Revolver
Enterprises, Inc.
Unicom Power Unicom 130,530,000 Variable Revolver
Holdings, Inc. Enterprises, Inc.
Unicom Mechanical Unicom 89,224,524 Variable Revolver
Services, Inc. Enterprises, Inc.
UT Holdings, Inc. Unicom 234,955,258 Variable Revolver
Enterprises, Inc.
Unicom Thermal UT Holdings, Inc. 174,853,167 Variable Revolver
Technologies, Inc.
Unicom Thermal UT Holdings, Inc. 5,254,302 Variable Revolver
Development, Inc.
UTT Boston, LLC UT Holdings, Inc. 9,191,880 Variable Revolver
UTT Houston, LLC UT Holdings, Inc. 12,817,500 Variable Revolver
UTT Canada UT Holdings, Inc. 1,737,089 Variable Revolver
UTT National UT Holdings, Inc. 133,310 Variable Revolver
Power, Inc.
UTT Nevada, Inc. UT Holdings, Inc. 349,628 Variable Revolver
Northwind Midway, LLC UT Holdings, Inc. 215,000 Variable Revolver
PECO Wireless,LLC PEC Financial 3,491,758,856 9.95% N.A.
PECO Wireless,LLC PEC Financial 952,493,117 12.70% N.A.
PEC Financial ATNP Finance Company 3,481,245,933 9.75% N.A.
PEC Financial ATNP Finance Company 951,752,364 12.50% N.A.
Susquehanna Electric Co PECO Energy Company 60,000 6.00% N.A.
PECO Energy Company PECO Capital Corp. 520,833 Prime + 2pts. N.A.
PECO Energy Company PECO Capital Corp. 805,206 Prime + 2pts. N.A.
PECO Energy Company PECO Capital, LP 80,526,019 7.375% N.A.
PECO Energy Company PECO Capital, LP 51,562,500 8.00% N.A.
AT&T Wireless PCS PECO Wireless, LLC 153,419,000 AFR (semi-annual) On demand
</TABLE>
N.A. Not Available
(b) Debts owed to others as of September 30, 2000:
BYPERMISSION OF THE STAFF OF THE COMMISSION,
"DEBTS OWED TO OTHERS" HAS BEEN OMITTED.
PRINCIPAL LEASES
12. Describe briefly the principal features of each lease (omitting oil and gas
leases) to which the registrant or any subsidiary company thereof is a
party, which involves rental at an annual rate of more than $50,000 or an
amount exceeding 1% of the annual gross operating revenue of such party to
said lease during its last fiscal year (whichever of such sums is the
lesser) but not including any lease involving rental at a rate of less than
$5,000 per year.
--------------------------------------------------------------------------------
Page 21
<PAGE>
<TABLE>
<CAPTION>
Total Payments as of
Lessee Lessor Items Leased September 30, 2000
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ComEd Amdahl Corp. Computer Equipment $178,578
ComEd Comdisco Inc. Computer Equipment $110,141
ComEd Forsythe Mcarthur Computer Equipment $469,771
Associates Inc.
ComEd IBM Corporation Computer Equipment $2,782,296
ComEd Somerset Capital Group, Ltd. Computer Equipment $203,827
ComEd Storage Tek Financial Computer Equipment $221,602
Services Corp
ComEd Xerox Corp. Various Equipment $2,208,028
ComEd CommEd Fuel Company, Inc. Nuclear Fuel Assemblies $279,055,444 (1)
ComEd Chase Manhattan Trust Company Railcars $4,671,638
ComEd CIT Group/Equipment Railcars $409,878
Financing Inc.
ComEd General Electric Railcar Railcars $1,087,065
Services Corporation (2)
ComEd Newcourt Capital USA, Inc. (3) Railcars $2,579,751
ComEd Transport Capital Rail Railcars $360,000
Partners, LLC
ComEd AT&T Global Real Estate Office Space $4,696,641
ComEd 400 S. Jefferson LLC Office Space $541,689
ComEd Julian Toft & Downey Office Space $346,673
ComEd Oxford Bank Office Space $198,734
ComEd Duke Realty Office Space $2,396,740
ComEd Integral Systems Office Space $186,135
ComEd Chicago Public Schools Office Space $461,352
ComEd Jones Lang LaSalle Office Space $1,901,221
ComEd Loft Development Corporation Office Space $533,502
ComEd East Lake Management Corp. Office Space $83,639
ComEd Lincoln Atrium Management Corp. Office Space $1,406,297
ComEd James Morrison Office Space $66,631
ComEd Prime Realty Group Trust Office Space $1,178,637
ComEd Alter Group Office Space $284,504
ComEd Seaway National Bank Office Space $93,614
ComEd 77 W. Wacker Limited Partnership Office Space $63,002
ComEd 20 S. Clark Owner's Group Office Space $106,105
ComEd J B Prentice Management Office Space $57,753
ComEd III Industrial Properties, Inc. Office Space $859,430
------------
Total $309,800,318
============
Unicom Enterprises, Inc. Dover Westchester, LLC Office Space $343,862
------------
Total $343,862
============
Unicom Mechanical
Services, Inc. Bank of Homewood Office Space $56,129
Unicom Mechanical
Services, Inc. Thomas F. Nelson Office Space $72,917
Unicom Mechanical
Services, Inc. KPS Limited Partnership Office Space $195,136
Unicom Mechanical
Services, Inc. Suzanne S. Sprowl Trust Office Space $572,400
--------
Total $896,582
========
Unicom Energy, Inc. PJF Investments Office Space $108,369
--------
Total $108,369
========
Unicom Thermal
Technologies, Inc. JPS Interests Land $123,750
Unicom Thermal
Technologies, Inc. Health Care Service Corp Office Space $567,750
Unicom Thermal
Technologies, Inc. LaSalle National Trust N.A. Office Space $87,188
Unicom Thermal
Technologies, Inc. Scribcor, Inc. Office Space $220,500
--------
Total $999,188
========
PECO Energy Company Verizon Pole Attachments $ 4,762,500
PECO Energy Company United Jersey Bank, Merrill Creek $10,938,759
As Owner Trustee
--------------------------------------------------------------------------------
Page 22
<PAGE>
PECO Energy Company FV Office Partnership, Office Building $1,333,333
Limited Partnership
PECO Energy Company Glenborough Realty Trust, Inc. Office Building $600,895
PECO Energy Company Kennett Development Co. LLC Office Building $1,494,540
PECO Energy Company Fox Realty Company Office Building $187,495
PECO Energy Company BET Investments Office Building $54,299
PECO Energy Company Bankers Leasing Corporation Capital Items (vehicles, $19,339,368
computers, and equipment) ===========
Total $38,711,189
===========
Grand Total $350,859,508
============
</TABLE>
(1) ComEd's regular lease payments covered the amortization of the nuclear fuel
used in ComEd's reactors plus the lessor's related financing costs. On July
31, 2000, ComEd terminated its nuclear fuel lease arrangement. ComEd's
termination payment to the lessor amounted to approximately $240 million
and covered the value of the unused leased nuclear fuel in ComEd's reactors
plus the lessor's related financing costs.
(2) Lease was assigned to NBB North America Co., Ltd. as of June 26, 2000.
(3) Lease was assigned to National City Leasing Corporation as of September 30,
1999.
SECURITIES SOLD
13. If, during the last five years, the registrant or any subsidiary company
thereof has issued, sold, or exchanged either publicly or privately any
securities having a principal amount, par, stated or declared value
exceeding $1,000,000 or exceeding an amount equal to 10% of the total
liabilities as shown by the balance sheet of issuer at the time such issue
(whichever of such sums is the lesser), give the following information with
respect to each such issue or sale:
<TABLE>
<CAPTION>
Issuer Title of Amount Issued Proceeds Approximate Name of Underwriters
Issue or Sold ($000) Received by Expenses of Principal Initial
Issuer per Issuer per Underwriters Offering
$100 (before $100 Price
expenses)
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1996
Unicom Common Shares $13,471 $19.28 .035% N/A N/A
ComEd Pollution $110,000 98.171% .341% J.P. Morgan 100%
Control First Securities
Mortage Bonds Inc.
First Chicago
Capital
Markets Inc.
ComEd Pollution $89,400 98.171% .364% J.P. Morgan 100%
Control First Securities
Mortage Bonds Inc.
First Chicago
Capital
Markets, Inc.
PECO Energy Pollution $34,000 100% N.A. Lehman 100%
Control Revenue Brothers
Refunding Bonds
1997
ComEd 7.375% Notes $150,000 99.184% .89% Salomon 99.809%
Brothers Inc.
Merrill Lynch
& Co.
Paine Webber
Incorporated
ComEd 7.625% Notes $150,000 99.258% .92% Salomon 99.908%
Brothers Inc.
---------------------------------------------------------------------------------------------------------------------
Page 23
<PAGE>
Merrill Lynch
& Co.
Paine Webber
Incorporated
ComEd Capital $154,640 100% .30% Salomon 100%
Financing II Securities Brothers Inc.
Merrill Lynch
& Co.
Paine Webber
Incorporated
Unicom Common Shares $13,302 $18.87 .03% N/A N/A
PECO Energy Pollution $17,240 100% N/A Goldman Sachs N/A
Control Revenue & Company
Refunding Bonds
PECO Energy Company $50,000 100% .788% Smith Barney 100%
Obligated Inc.
Mandatorily
Redeemable Lehman
Preferred Brothers
Securities
1998
Unicom Common Shares $23,419 $38.14 N/A N/A N/A
ComEd 6.95% Notes $225,000 98.697% 1.11% PaineWebber 99.572%
Inc.
Lehman
Brothers Inc.
ABN AMRO Inc.
The Bank of New
York
J.P. Morgan
Securities, Inc.
Artemis Capital
Group,
Blaylock &
Partners, L.P.
ComEd Transitional $3,400,000 99.489% .64% Goldman, 99.959%
Transitional Funding Trust Sachs & Co.,
Funding Trust Notes
Merrill Lynch
Pierce, Fenner
& Smith Inc.
Salomon Smith
Barney Inc.
Unicom Thermal 7.38% Note $120,000 100% 1.376% Merrill Lynch, 100%
Technologies
Goldman Sachs
PECO Energy Company $78,100 100% 1% Salomon 100%
Obligated Smith Barney
Mandatorily
Redeemable Merrill Lynch
Preferred & Co.
Securities
1999
Unicom Common Shares $21,441 $39.23 N/A N/A N/A
Unicom 8.300% Note $6,025 100% N/A N/A N/A
Unicom 8.550% Note $7,580 100% N/A N/A N/A
Unicom 8.875% Note $6,880 100% N/A N/A N/A
Unicom 7.980% Note $9,225 100% N/A N/A N/A
Unicom Thermal 7.680% Note $11,523 100% 3.237% ABN Amro 100%
Technologies
------------------------------------------------------------------------------------------------------------------------
Page 24
<PAGE>
PECO Energy Transition A-1
Bonds $244,470 99.977% .35% Salomon 100%
Smith Barney
A-2
$275,371 99.928% .40% Goldman,
Sachs & Co.
A-3
$667,000 99.836% .45% Lehman
Brothers
A-4
$455,519 99.868% .45% First Chicago
Capital
Markets, Inc.
A-5
$464,600 99.839% .50% First Union
Capital
Markets Corp.
A-6
$993,386 99.871% .50% Commerce
Capital
Markets Corp.
A-7
$896,653 99.835% .50% Janney
Montgomery
Scott, Inc.
Pryor
McClendon
Counts &
Co., Inc.
2000
Unicom Common Shares $31,013 $24.69 N/A N/A N/A
ComEd Medium Term $200,000 99.750% .25% Lehman 100%
Notes Brothers
Banc
of America
Securities, LLC
Banc One
Capital Markets,
Inc.
Chase
Securities, Inc.
ABN Amro,
BNY Capital
Markets, Inc.
Loop Capital
Markets, LLC
ComEd Medium Term $250,000 99.650% .35% Lehman 100%
Notes Brothers
Banc
of America
Securities, LLC
Banc One
Capital Markets,
Inc.
Chase
Securities, Inc.
ABN Amro,
BNY Capital
Markets, Inc.
Loop Capital
Markets, LLC
Unicom Thermal 9.090% Note $28,000 100% 2.952% ABN Amro 100%
Technologies
Unicom 8.650% Note $3,632 100% N/A N/A N/A
PECO Energy Transition A-1
$110,000 99.99% .20% Salomon 100%
Smith Barney
A-2
$140,000 99.90% .30% Goldman,
Sachs & Co.
------------------------------------------------------------------------------------------------------------------------
Page 25
<PAGE>
A-3
$398,838 99.751% .50% Banc One
Capital
Markets, Inc.
A-4
$352,161 99.772% .50% Banc of
America
Securities, LLC
Credit Suisse
First Boston
First Union
Securities, Inc.
Barclays
Capital
BNY Capital
Markets, Inc.
Mellon
Financial
Markets, LLC
Prudential
Securities
Janney
Montgomery
Scott, LLC
Pryor, Counts
& Co. Inc.
TD Securities
</TABLE>
AGREEMENTS FOR FUTURE DISTRIBUTION OF SECURITIES
14(a). Summarize the terms of any existing agreement to which the registrant
or any associate or affiliate company thereof is a party or in which
any such company has a beneficial interest with respect to future
distributions of securities of the registrant or of any subsidiary.
Certain information regarding agreements with respect to future
distributions of securities of Exelon and its subsidiaries is set forth
in the following documents, the applicable portions of which are hereby
incorporated by reference: Item 1.E, subsections 1-4 and 6-7, Item 1.H
and Item 1.I of the Financing U-1. Information with respect to Exelon's
1989 Long Term Incentive Plan is set forth in Post Effective Amendment
No. 1 (on Form S-8) to Exelon's Form S-4 Registration Statement No.
333-37082 (filed November 13, 2000) and in Exelon's Form S-8
Registration Statement No. 333-49780. Information with respect to PECO
Energy Company's 1998 Stock Option Plan and its Employee Savings Plan
is set forth in Post Effective Amendment No. 1 (on Form S-8) to
Exelon's Form S-4 Registration Statement No. 333-37082 (filed November
13, 2000). Information with respect to PECO Energy Company's Deferred
Compensation and Supplemental Pension Plan, Management Group Deferred
Compensation and Supplemental Pension Plan, Unfunded Deferred
Compensation Plan for Directors, and Employee Savings Plan, as well as
Unicom Amended and Restated Long-Term Incentive Plan, the Unicom 1996
Directors' Fee Plan, the Unicom Retirement Plan for Directors, and the
Commonwealth Edison Retirement Plan for Directors and the Commonwealth
Edison Employee Savings and Investment Plan is set forth in Exelon's
Form S-8 Registration Statement No. 333-49780.
14(b). Describe briefly the nature of any financial interest (other than the
ownership of securities acquired as a dealer for the purpose of resale)
which any person with whom such agreement exists, has in the registrant
or in any associate company thereof.
The beneficiaries of the employee benefit plans referred to above
may be deemed to have a financial interest in the registrant or
affiliated companies thereof by virtue of their employment relationship
with the registrant or such other companies and compensation, benefit
and severance agreements and arrangements relating to such employment.
--------------------------------------------------------------------------------
Page 26
<PAGE>
TWENTY LARGEST HOLDERS OF CAPITAL STOCKS
15. As of a recent date (indicating such date for each class) give the
following information with respect to the holders of each class of stock
and/or certificates of beneficial interest of the registrant:
(a) The twenty largest registered holders of common stock of Exelon, as of
January 16, 2001.
<TABLE>
<CAPTION>
Title of Issue Holder of Record and Address Number of Shares Percent of Class
Owned
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
Exelon Common Stock CEDE & Co. 242,860,551 76.06%
P. O. Box 20
Bowling Green Station
New York, NY 10274
Exelon Common Stock Stanley & Co. 43,506,618 13.63%
P. O. Box 2598
Jersey City, NJ 07303
Exelon Common Stock First Chicago Trust Co. 4,318,008 1.35%
As Exchange Agent For
Unicom UNEX02 & Co.
T&E Control Group
P. O. Box 2565
Jersey City, NJ 07303
Exelon Common Stock Unicom Stock Deferral Plan 454,802 .14%
James Bugaski
The Northern Trust Co.
50 S. LaSalle St. Fl 8-11
Chicago, IL 60675
Exelon Common Stock SPP & Co. 260,229 .08%
P. O.Box 2598
Jersey City, NJ 07303
Exelon Common Stock Vol & Co. 192,677 .06%
P. O. Box 2598
Jersey City, NJ 07303
Exelon Common Stock MSSTC & Co. 126,831 .04%
P. O. Box 2596
Jersey City, NJ 07303
Exelon Common Stock Unicom Stock Deferral Plan 125,194 .04%
James Bugaski
The Northern Trust Co.
50 S. LaSalle St. Fl 8-11
Chicago, IL 60675
Exelon Common Stock Hart Securities Ltd 110,000 .03%
Anthony Bonanno
Gibson Dunn & Crutcher
1050 Connecticut Ave. NW 900
Washington, DC 20036
Exelon Common Stock Biagio Demento & 96,582 .03%
Cosima Demento JT TEN
829 Paddock Dr.
Newtown Square, PA 19073
Exelon Common Stock Seymore Graff 45,053 .01%
1923 N. 15th St.
Reading, PA 19604
Exelon Common Stock Edward A. Cox, Jr. 43,750 .01%
119 Indian Trail Rd.
Oak Brook, IL 60521
Exelon Common Stock Ora S. Stopyra TTEE U A DTD 41,229 .01%
Revocable Living Trust
15043 Endicott St.
Philadelphia, PA 19116
--------------------------------------------------------------------------------
Page 27
<PAGE>
Exelon Common Stock Clarence B. Bowman & 40,928 .01%
Regena M. Bowman JT TEN
68 Brennan Dr.
Bryn Mawr, PA 19010
Exelon Common Stock Henry Tiger 40,584 .01%
4316 N. Lawrence St.
Philadelphia, PA 19140
Exelon Common Stock CEDE & Co. 38,363 .01%
C/O Depository Trust Co.
P. O. Box 20
Bowling Green Station
New York, NY 10274
Exelon Common Stock Thomas J. Sweeney 34,508 .01%
5345 Bowmanville
Chicago, IL 60625
Exelon Common Stock Herman F. Strouse & 31,458 .01%
Dorothy M. Strouse JT TEN
Apt. 515
824 Lisburn Rd.
Camphill, PA 17011
Exelon Common Stock Isadore E. Schultz 28,840 .01%
1252 Passmore St.
Philadelphia, PA 39111
Exelon Common Stock James J. O'Connor 28,594 .01%
1500 Lake Shore Dr.
Apt. 5C
Chicago, IL 60610
</TABLE>
(b) Number of shareholders of record each holding 1,000 shares or more,
and aggregate number of shares so held.
As of January 16, 2001, there were 16,677 shareholders of record
holding 1,000 shares or more, for a total of 283,554,827 shares.
(c) Number of shareholders of record each holding less than 1,000 shares,
and aggregate number of shares so held.
As of January 16, 2001, there were 184,468 shareholders of record
holding less than 1,000 shares, for a total of 35,673,149 shares.
OFFICERS, DIRECTORS AND EMPLOYEES
16(a). Positions and Compensation of Officers and Directors. Give name and
address of each director and officer (including any person who performs
similar functions) of the registrant, of each subsidiary company
thereof, and of each mutual service company which is a member of the
same holding company system. Opposite the name of each such individual
give the title of every such position held by him and briefly describe
each other employment of such individual by each such company.
State the present rate of compensation on an annual basis for each
director whose aggregate compensation from all such companies exceeds
$1,000 per year, and of each officer whose aggregate compensation from
such companies is at the rate of $20,000 or more per year. In the event
any officer devotes only part of his time to a company or companies in
the system this fact should be indicated by appropriate footnote. Such
compensation for such part time should be computed on an annual rate
and if such annual rate exceeds $20,000 the actual compensation as well
as annual rate should also be reported.
16(b). Compensation of Certain Employees. As to regular employees of such
companies who are not directors or officers of any one of them, list
the name, address, and aggregate annual rate of compensation of all
those who receive $20,000 or more per year from all such companies.
--------------------------------------------------------------------------------
Page 28
<PAGE>
16(c). Indebtedness to System Companies. As to every such director, trustee or
officer as aforesaid, who is indebted to any one of such companies, or
on whose behalf any such company has now outstanding and effective any
obligation to assume or guarantee payment of any indebtedness to
another, and whose total direct and contingent liability to such
company exceeds the sum of $1,000, give the name of such director,
trustee, or officer, the name of such company, and describe briefly the
nature and amount of such direct and contingent obligations.
16(d). Contracts. If any such director, trustee, or officer as aforesaid: (1)
has an existing contract with any such company (exclusive of an
employment contract which provides for no compensation other than that
set forth in paragraph (a) of this Item); or, (2) either individually
or together with the members of his immediate family, owns, directly or
indirectly, 5% or more of the voting securities of any third person
with whom any such company has an existing contract; or, (3) has any
other beneficial interest in an existing contract to which any such
company is a party; describe briefly the nature of such contract, the
names of the parties thereto, the terms thereof, and the interest of
such officer, trustee, or director therein.
By permission of the Staff of the Commission, information required to
be disclosed pursuant to Items 16(a) through 16(d) is not set forth
herein. In lieu thereof, information in respect thereof is set forth in
(i) the Joint Proxy Statement/Prospectus for 2000 Annual Meetings of
Shareholders and Prospectus of Unicom Corporation and PECO Energy
Company, (ii) the Annual Report on Form 10-K for the year ending
December 31, 1999 for Unicom Corporation, and (iii) the Annual Report
on Form 10-K for the year ending December 31, 1999 for PECO Energy
Company, and such information is hereby incorporated by reference.
16(e). Banking Connections. If any such director, trustee, or officer is an
executive officer, director, partner, appointee, or representative of
any bank, trust company, investment banker, or banking association or
firm, or of any corporation a majority of whose stock having the
unrestricted right to vote for the election of directors, is owned by
any bank, trust company, investment banker, or banking association or
firm, state the name of such director or officer, describe briefly such
other positions held by him and indicate which of the rules under
Section 17(c) authorizes the registrant and subsidiary companies of
which he is a director or officer to retain him in such capacity.
1. Edward A. Brennan: Member of Board of Directors of Unicom and ComEd
from 1995 through the merger closing; member of Board of Directors
of Exelon since the merger closing, and member of Board of Directors
of Morgan Stanley Dean Witter & Co., investment banker. Authorized
pursuant to Rule 70(b).
2. Carlos H. Cantu: Member of Board of Directors of Unicom and ComEd
from 1998 through the merger closing; member of Board of Directors
of Exelon since the merger closing, and member of Board of Directors
of First Tennessee National Corporation, commercial banking
institution. Authorized pursuant to Rule 70(b).
3. Edgar D. Jannotta: Member of Board of Directors of Unicom and ComEd
from 1994 through the merger closing; member of Board of Directors
of Exelon since the merger closing, and Senior Director of William
Blair & Co., L.L.C., investment banker. Authorized pursuant to Rule
70(b).
--------------------------------------------------------------------------------
Page 29
<PAGE>
4. John W. Rogers: Member of Board of Directors of Unicom and ComEd
from 1999 through the merger closing; member of Board of Directors
of Exelon since the merger closing, and member of Board of Directors
of Bank One Corporation, commercial banking institution. Authorized
pursuant to Rule 70(a).
5. John W. Rowe: Member of Board of Directors of Unicom and ComEd from
1998 through the merger closing; member of Board of Directors of
Exelon since the merger closing, and member of Board of Directors of
Fleet Boston Financial, commercial banking institution. Authorized
pursuant to Rule 70(b).
INTERESTS OF TRUSTEES IN SYSTEM COMPANIES
17. Describe briefly the nature of any substantial interest which any trustee
under indentures executed in connection with any outstanding issue of
securities of the registrant or any subsidiary thereof, has in either the
registrant or such subsidiary, and any claim which any such trustee may
have against registrant or any subsidiary; provided, however, that it shall
not be necessary to include in such description any evidences of
indebtedness owned by such trustee which were issued pursuant to such an
indenture.
To the knowledge of Exelon, there is no substantial interest of any
trustee under indentures executed in connection with any outstanding issue
of securities.
Service, sales, and construction contracts
18. As to each service, sales, or construction contract (as defined in
paragraphs (19) to (21) of Section 2(a) of the Act) which the registrant
and any subsidiary company thereof has had in effect within the last three
months, describe briefly the nature of such contract, the name and address
of the parties thereto, the dates of execution and expiration, and the
compensation to be paid thereunder. Attach typical forms of any such
contracts as an exhibit to this registration statement. If the other party
to any such contract is a mutual service company or a subsidiary service
company which is a member of the same holding company system as the
registrant and as to which the Commission has made a favorable finding in
accordance with Rule 13-22, specific reference may be made to the
application or declaration filed by such company pursuant to Rule 13-22 and
no further details need be given as to such contracts.
Note: This item is intended to apply to service, sales or construction
contracts within the scope of Section 13. It is not intended to apply
to any contracts for purchase of power or gas or ordinary contracts for
materials and supplies, printing, etc., made with non-affiliates.
1. ComEd provides services to or receives services from affiliates in
accordance with an Affiliated Interests Agreement ("AIA") approved by
the Illinois Commerce Commission. The form of the AIA is attached as
Exhibit H-1. A summary of the service provider, recipient, description
of the work, the annual dollar volume, and pricing was filed as
Exhibit B-3.3, Part A, to the Merger U-1; the exhibit was filed with
Amendment No. 3 to such Form U-1 on October 18, 2000. Included in such
summary is a description of services provided to certain governmental
customers of ComEd by affiliates of ComEd pursuant to pass-through
arrangements and the AIA.
--------------------------------------------------------------------------------
Page 30
<PAGE>
2. PECO provides services to or receives services from affiliates in
accordance with a Mutual Services Agreement ("MSA") approved by the
Pennsylvania Public Utilities Commission. The form of the MSA is
attached as Exhibit H-2. A summary of the service provider, recipient,
description of the work, the annual dollar volume, and pricing was
filed as Exhibit B-3.3, Part A, to the Merger U-1; the exhibit was
filed with Amendment No. 3 to such Form U-1 on October 18, 2000.
3. Exelon Business Services Company is the service company subsidiary for
the Exelon system and provides Exelon, PECO, ComEd, Exelon Generation
Company, LLC and non-utility subsidiaries with a variety of services.
Such services are provided pursuant to the terms of the form of the
General Services Agreement, which is attached as Exhibit H-3.
4. Certain affiliates of ComEd and PECO provide services to ComEd or
PECO, or both, other than "at-cost", as discussed in Item 3.C.4.c of
the Merger U-1. A list and summary of such transactions, contracts and
arrangements was filed as Exhibit B-3.3, Part B, to the Merger U-1;
the exhibit was filed with Amendment No. 3 to such Form U-1 on October
18, 2000. Copies of affiliate arrangements for services other than at
cost were provided to the staff in paper form on September 18, 2000.
Additional copies will be provided on request. Additional information
describing the business of Exelon Infrastructure Services was filed
confidentially with the Commission as Exhibit N-1 to the Merger U-1.
LITIGATION
19. Describe briefly any existing litigation of the following descriptions, to
which the registrant or any subsidiary company thereof is a party, or of
which the property of the registrant or any such subsidiary company is the
subject, including the names of the parties and the court in which such
litigation is pending:
(1) Proceedings to enforce or to restrain enforcement of any order of a
State commission or other governmental agency;
(2) Proceedings involving any franchise claimed by any such company;
(3) Proceedings between any such company and any holder, in his capacity
as such, of any funded indebtedness or capital stock issued, or
guaranteed by such company, or between any such company and any
officer thereof;
(4) Proceedings in which any such company sues in its capacity as owner of
capital stock or funded indebtedness issued or guaranteed by any other
company; and
(5) Each other proceeding in which the matter in controversy, exclusive of
interest and costs, exceeds an amount equal to 2% of the debit
accounts shown on the most recent balance sheet of such company.
Information regarding litigation involving Exelon and its
subsidiary companies is incorporated by reference to the following
documents: Item 3 of the Annual Report of Unicom Corporation on Form
10-K for the year ended December 31, 1999 (File No. 1-11375), Item 3
of the Annual Report of PECO Energy Company on Form 10-K for the year
ended December 31, 1999 (File No. 1-1401), the Quarterly Reports on
Form 10-Q for Unicom and PECO for the quarters ended March 31, 2000
and June 30, 2000, Item 1 of the Quarterly Report on Form 10-Q for
ComEd for the quarter ended September 30, 2000 and Footnote 7 of the
Quarterly Report on Form 10-Q for PECO Energy Company for the quarter
ended September 30, 2000.
--------------------------------------------------------------------------------
Page 31
<PAGE>
EXHIBITS
EXHIBIT A. Furnish a corporate chart showing graphically relationships
existing between the registrant and all subsidiary companies
thereof as of the same date as the information furnished in
the answer to Item 8. The chart should show the percentage of
each class voting securities of each subsidiary owned by the
registrant and by each subsidiary company.
Corporate charts of PECO and Unicom are being provided under
cover of Form SE as Exhibits A-1 and A-2.
EXHIBIT B. With respect to the registrant and each subsidiary company
thereof, furnish a copy of the charter, articles of
incorporation, trust agreement, voting trust agreement, or
other fundamental document of organization, and a copy of
its bylaws, rules, and regulations, or other instruments
corresponding thereto. If such documents do not set forth
fully the rights, priorities, and preferences of the
holders of each class of capital stock described in the
answer to Item 8(b) and those of the holders of any
warrants, options or other securities described in the
answer to Item 8(d), and of any limitations on such rights,
there shall also be included a copy of each certificate,
resolution, or other document establishing or defining such
rights and limitations. Each such document shall be in the
amended form effective at the date of filing the
registration statement or shall be accompanied by copies of
any amendments to it then in effect.
By permission of the Staff of the Commission, in lieu of
the exhibits required hereunder, the disclosure requirements
for Exhibit B have been limited to (i) the state of
incorporation for Exelon and each of its subsidiary companies;
(ii) a brief description of every subsidiary company of
Exelon; and (iii) a brief description of every subsidiary
company of Exelon including a statement as to whether each
such company is active or inactive. Such information is set
forth in Items 4 and 5 hereof.
EXHIBIT C.(a) With respect to each class of funded debt shown in the
answers to Items 8(a) and 8(c), submit a copy of the
indenture or other fundamental document defining the rights
of the holders of such security, and a copy of each contract
or other instrument evidencing the liability of the
registrant or a subsidiary company thereof as endorser or
guarantor of such security. Include a copy of each amendment
of such document and of each supplemental agreement,
executed in connection therewith. If there have been any
changes of trustees thereunder, such changes, unless
otherwise shown, should be indicated by notes on the
appropriate documents. No such indenture or other document
need be filed in connection with any such issue if the total
amount of securities that are now, or may at any time
hereafter, be issued and outstanding thereunder does not
exceed either $1,000,000 or an amount equal to 10% of the
total of the debit accounts shown on the most recent balance
sheet of the registrant or subsidiary company which issued
or guaranteed such securities or which is the owner of
property subject to the lien of such securities, whichever
of said sums is the lesser.
OMITTED BY PERMISSION OF THE STAFF OF THE COMMISSION.
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Page 32
<PAGE>
(b) As to each outstanding and uncompleted contract or agreement
entered into by registrant or any subsidiary company thereof
relating to the acquisition of any securities, utility assets
(as defined in section 2(a)(18) of the Act), or any other
interest in any business, submit a copy of such contract or
agreement and submit details of any supplementary
understandings or arrangements that will assist in securing an
understanding of such transactions.
OMITTED BY PERMISSION OF THE STAFF OF THE COMMISSION.
EXHIBIT D. A consolidating statement of income and surplus of the
registrant and its subsidiary companies for its last fiscal
year ending prior to the date of filing this registration
statement, together with a consolidating balance sheet of the
registrant and its subsidiary companies as of the close of
such fiscal year.
The Pro Forma Financial Statements for Exelon Corporation as
filed in the Form 8-K/A dated on October 20, 2000 (File No.
1-16169) and filed on November 15,2000 are attached herewith
as Exhibit D-1.
EXHIBIT E. For each public utility company and natural gas producing and
pipe line property in the holding company system of the
registrant, furnish the following maps (properties of
associate companies operating in contiguous or nearby areas
may be shown on the same map, provided property and service
areas of each company are shown distinctively).
(1) Map showing service area in which electric service is furnished, indicating
the names of the companies serving contiguous areas.
(2) Electric system map showing location of electric property (exclusive of
local distribution lines) owned and/or operated, and information as
follows:
(a) Generating plants -- kind and capacity;
(b) Transmission lines -- voltage, number of circuits, kind of supports,
kind and size of conductors;
(c) Transmission substations -- capacity;
(d) Distribution substation -- capacity; and
(e) Points of interconnection with all other electric utility companies
and with all electrical enterprises operated by municipal or
governmental agencies, giving names of such companies and enterprises.
(3) Map showing service area in which gas service is furnished, indicating the
names of companies serving contiguous areas; and
(4) Gas system map showing location of gas property (exclusive of low pressure
local distribution lines) owned and/or operated, and information as
follows:
(a) Generating plants -- kind and daily capacity;
(b) Holders -- kind and capacity;
(c) Compressor stations -- capacity in horsepower;
(d) Transmission pipe lines -- size, approximate average transmission
pressure and the estimated daily delivery capacity of the system;
(e) Points of interconnection with all other private and public gas
utilities, pipe lines, or producing enterprises; giving names of such
companies and other enterprises; and
(f) General location and outline of gas producing and reserve areas and
diagrammatic location of gathering lines.
The maps required by this exhibit are being filed under cover of Form
SE.
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Page 33
<PAGE>
EXHIBIT F. Furnish an accurate copy of each annual report for the last
fiscal year ending prior to the date of the filing of this
registration statement, which the registrant and each
subsidiary company thereof has previously submitted to its
stockholders. For companies for which no reports are submitted
the reason for omission should be indicated; provided that
electronic filers shall submit such reports in paper format
only under cover of Form SE.
Unicom's 1999 Annual Report to Shareholders has been provided
as Exhibit F-1 hereto. PECO's 1999 Annual Report to
Shareholders has been provided as Exhibit F-2 hereto. Unicom's
Annual Report on Form 10-K for the year ended December 31,
1999 (File No. 1-11375) and PECO's Annual Report on Form 10-K
for the year ended December 31, 1999 (File No. 1-1401), are
each incorporated by reference herein.
EXHIBIT G. Furnish a copy of each annual report that the registrant and
each public utility subsidiary company thereof shall have
filed with any State Commission having jurisdiction to
regulate public utility companies for the last fiscal year
ending prior to the date of filing this registration
statement. If any such company shall have filed similar
reports with more than one such State commission, the
registrant need file a copy of only one of such reports
provided that notation is made of such fact, giving the names
of the different commissions with which such report was filed,
and setting forth any differences between the copy submitted
and the copies filed with such other commissions. In the event
any company submits an annual report to the Federal Power
Commission but not to a State commission, a copy of such
report should be furnished. In the case of a registrant or any
public utility subsidiary company for which no report is
appended the reasons for such omission should be indicated
such as "No such reports required or filed;" provided that
electronic filers shall submit such reports in paper format
only under cover of Form SE.
1. 1999 Annual Report of Unicom on FERC Form 1 to the FERC
(filed herewith as Exhibit G-1 on Form SE).
2. 1999 Annual Report of PECO Energy on FERC Form 1 to the
FERC (filed herewith as Exhibit G-2 on Form SE).
3. 1999 Annual Report of Susquehanna Electric Company on
FERC Form 1 to the FERC (filed herewith as Exhibit G-3 on
Form SE).
4. 1999 Annual Report of ComEd of Indiana on FERC Form 1 to
the FERC (filed herewith as Exhibit G-4 on Form SE).
EXHIBIT H. Typical forms of service, sales, or construction contracts
described in answer to Item 18.
1. The form of the A1A is filed herewith as Exhibit H-1.
2. The form of the MSA is filed herewith as Exhibit H-2.
3. The form of the General Services Agreement is filed
herewith as Exhibit H-3.
4. Copies of affiliate arrangements for Services Other Than
at Cost were provided to the Staff in paper form on
September 18, 2000.
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<PAGE>
This registration statement is comprised of:
(a) Pages numbered 1 to 90 consecutively.
(b) The following Exhibits: the Exhibits shown on the attached exhibit
index.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the registrant has caused this registration statement to be duly signed
on its behalf in the City of Chicago and State of Illinois on the 18th day of
January, 2001.
EXELON CORPORATION
By: /s/ Randall E. Mehrberg
-----------------------------
Name: Randall E. Mehrberg
Title: Senior Vice President
and General Counsel
Attest:
/s/ Scott N. Peters
---------------------
(Assistant Secretary)
VERIFICATION
State of Illinois
County of Cook
The undersigned being duly sworn deposes and says that he has duly executed the
attached registration statement dated January 18, 2001 for and on behalf of
Exelon Corporation; that he is the Senior Vice President and General
Counsel of such company; and that all action taken by stockholders, directors,
and other bodies necessary to authorize deponent to execute and file such
instrument has been taken. Deponent further says that he is familiar with such
instrument and the contents thereof, and that the facts therein set forth are
true to the best of his knowledge, information and belief.
/s/ Randall E. Mehrberg
-----------------------------
Subscribed and sworn to before me, a notary public
this 18th day of January, 2001
/s/ Mary L. Kwilos
------------------
My commission expires
October 26, 2001
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<PAGE>
INDEX OF EXHIBITS
EXHIBIT NO. DESCRIPTION
A-1 Corporate chart of PECO (filed herewith on Form SE).
A-2 Corporate chart of Unicom (filed herewith on Form SE).
D-1 Pro Forma Financial Statements of Exelon Corporation as
filed in the Form 8-K Amendment on October 20, 2000.
E-1 Map of Gas Territory Served by PECO Energy Company (filed
herewith on Form SE).
E-2 Map of Electric Territory Served by PECO Energy Company
(filed herewith on Form SE).
E-3 Map of ComEd Territory Boundary (filed herewith on Form SE).
E-4 Map of ComEd Overhead Transmission Lines (filed herewith on
Form SE).
E-5 Map of PECO Energy Company Transmission System (filed
herewith on Form SE).
F-1 Unicom's 1999 Annual Report to Shareholders (filed herewith
on Form SE).
F-2 PECO's 1999 Annual Report to Shareholders (filed herewith on
Form SE).
G-1 1999 Annual Report of Unicom to the FERC (FERC Form 1)
(filed herewith on Form SE).
G-2 1999 Annual Report of PECO Energy to the FERC (FERC Form 1)
(filed herewith on Form SE).
G-3 1999 Annual Report of Susquehanna Electric Company to the
FERC (FERC Form 1) (Filed herewith on Form SE).
G-4 1999 Annual Report of ComEd of Indiana to the FERC (FERC
Form 1) (Filed herewith on Form SE).
H-1 ComEd Affiliated Interest Agreement
H-2 PECO Mutual Services Agreement
H-3 Exelon General Services Agreement
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