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INVESTMENT U-1
--------------
As filed with the Securities and Exchange Commission on January 4, 2001
File No. 1.070-09691
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
AMENDMENT NO. 1
TO
FORM U-1 APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________
Exelon Corporation
(and Subsidiaries Listed on Signature Page Hereto)
10 South Dearborn Street
37/th/ Floor
Chicago, IL 60603
(Name of company filing this statement and address of principal executive
offices)
________________________________________________________________________________
John W. Rowe Corbin A. McNeill, Jr.
Co-Chief Executive Officer Co-Chief Executive Officer
Exelon Corporation Exelon Corporation
10 South Dearborn Street 2301 Market Street
37/th/ Floor P.O. Box 8699
Chicago, IL 60603 Philadelphia, PA 19101
_________________________________
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application-Declaration to:
Randall E. Mehrberg
Senior Vice President and General Counsel
Exelon Corporation
10 South Dearborn Street
37th Floor
Chicago, IL 60603
William J. Harmon Kevin P. Gallen
Jones, Day, Reavis & Pogue Morgan, Lewis & Bockius LLP
77 West Wacker 1800 M Street, N.W.
Suite 3500 Washington, DC 20036-5869
Chicago, IL 60601
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Table of Contents
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Item 1. Description of the Proposed Transaction............................................ 1
A. Introduction and General Request.............................................. 1
1. Introduction........................................................... 1
2. Description of the Parties to the Transaction.......................... 1
3. General Request........................................................ 2
4. Specific Approvals Sought.............................................. 3
B. Investment in Non-Utility Subsidiaries........................................ 4
1. Development Activities................................................. 4
2. Activities Related to Exempt Subsidiaries and Rule 58 Subsidiaries..... 5
C. Acquisition of Non-Exempt Subsidiaries........................................ 6
1. Intermediate Subsidiaries.............................................. 6
2. Financing Subsidiaries................................................. 7
3. Commission Approved Entities........................................... 7
4. Descriptions of Intermediate Subsidiaries, Financing Subsidiaries and
Commission Approved Entities........................................... 7
(a) Intermediate Subsidiaries....................................... 7
(b) Financing Subsidiaries.......................................... 8
(c) Commission Approved Entities.................................... 9
D. Sale Of Certain Goods And Services Outside The United States................. 11
E. Approval For Subsidiary Reorganizations...................................... 14
F. Other Matters................................................................ 15
Item 2. Fees, Commissions and Expenses.................................................... 16
Item 3. Applicable Statutory Provisions................................................... 17
Item 4. Regulatory Approvals.............................................................. 17
Item 5. Procedure......................................................................... 18
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Item 6. Exhibits and Financial Statements................................................. 18
A. Exhibits..................................................................... 18
B. Financial Statements......................................................... 20
Item 7. Information as to Environmental Effects........................................... 20
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The Form U-1 Application/Declaration filed June 9, 2000 in this file
number 70-9691 is hereby amended in its entirety as follows:
Item 1. Description of the Proposed Transaction
A. Introduction and General Request
1. Introduction
Exelon Corporation, a Pennsylvania Corporation ("Exelon"), filed an
Application-Declaration on Form U-1 (File No.70-09645) (the "Merger U-1") on
March 16, 2000 with the Securities and Exchange Commission (the "Commission")
under Section 9(a)(2) and Section 10 of the Public Utility Holding Company Act
of 1935, as amended (the "Act"), seeking approvals relating to the proposed
acquisition by Exelon of all the common stock of Commonwealth Edison Company
("ComEd"), an electric utility company, and formerly a subsidiary of Unicom
Corporation ("Unicom"); of PECO Energy Company ("PECO"), an electric and gas
utility company; of Exelon Generation Company ("Genco"), to which the generating
assets of ComEd and PECO will be transferred, each of which will be an electric
utility company; and, indirectly of the public utility subsidiaries of ComEd and
PECO. The Merger (as defined in the Merger U-1) was completed October 20, 2000,
subsequent to the Commission issuing its order approving the Merger on October
19, 2000 (HCAR No. 35-27256; 70-9645). Exelon filed its notice of intent to
register as a holding company under the Act on October 20, 2000. The
transactions contemplated in the Merger U-1 are referred to therein as the
Merger and the Reorganization and those terms are used herein with the same
meanings. Exelon and certain Subsidiaries have also filed an Application-
Declaration on Form U-1 seeking authorization for certain financing activities
(the "Financing U-1) and the Commission entered its order in that matter on
November 2, 2000 (HCAR No. 35-27266; 70-9693) as supplemented on December 8,
2000 (HCAR No. 35-27296.
Each of the entities that will be directly or indirectly owned
subsidiaries of Exelon upon consummation of the acquisition described in the
Merger U-1 is referred to herein individually as a "Subsidiary" and collectively
as "Subsidiaries."
For purposes of this Application-Declaration, the terms "Subsidiary"
and "Subsidiaries" shall also include other direct or indirect subsidiaries that
Exelon may form or acquire after the Merger with the approval of the Commission,
pursuant to the Rule 58 exemption or pursuant to Sections 32, 33 or 34 of the
Act. Exelon and the Subsidiaries are sometimes hereinafter collectively referred
to as the "Exelon System" or as the "Applicants."
2. Description of the Parties to the Transaction
Following the consummation of the Merger and the Restructurings, Exelon
will have three principal operating public utility company subsidiaries (the
"Utility Subsidiaries")/1/:
________________________________
/1/ For purposes of this filing, "Utility Subsidiaries" also includes
Commonwealth Edison Company of Indiana, PECO Energy Power Company, Susquehanna
Power Company and Susquehanna Electric Company.
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. PECO, a public utility company engaged (i) in the transmission,
distribution and sale of electricity and (ii) in the purchase and sale
of natural gas in Pennsylvania;
. ComEd, a public utility company engaged in the transmission,
distribution and sale of electricity in Illinois;
. Genco, a public utility company engaged in the generation and sale of
electricity in Pennsylvania, Illinois and elsewhere./2/
In addition, Exelon will have the following other principal
Subsidiaries:/3/
. Exelon Business Services Company ("Exelon Services"), the service
company for the Exelon System;
. Exelon Ventures Company ("Ventures"), a non-utility company and a first
tier Subsidiary of Exelon which will have as wholly-owned subsidiaries,
Genco and Exelon Enterprises Company ("Enterprises");/4/ and
. Enterprises, the principal Subsidiary through which Exelon will conduct
its non-utility businesses. Enterprises will have as subsidiaries many
of the existing non-utility subsidiaries of Unicom and PECO.
A list of the entities expected to be Exelon's other Subsidiaries
following the Merger is set forth in the Merger U-1 and the exhibits thereto.
All of Exelon's direct and indirect Subsidiaries, other than the Utility
Subsidiaries, are herein called the "Non-Utility Subsidiaries."
The existing exempt wholesale generator ("EWG") business of PECO --
AmerGen Energy Company, L.L.C. ("AmerGen") -- will become a Subsidiary of Genco
and future EWG investments will be made through Genco or its Subsidiaries.
3. General Request
. This Application/Declaration seeks the authorization for the
following general matters, all more specifically described below:
make future investments in EWGs, foreign utility companies
("FUCOs") or exempt telecommunications companies ("ETCs")
(collectively, "Exempt Subsidiaries"), "energy-related
________________________________
/2/ See the Merger U-1 regarding the corporate structure of Genco and the
authority requested for certain interim operations regarding generating
activities pending the completion of the Restructurings.
/3/ In the Merger U-1, Exelon seeks authority to create Exelon Energy Delivery
Company which would own the common stock of ComEd and PECO.
/4/ As described in the Merger U-1, Ventures is necessary to achieve the desired
corporate reorganization of the Unicom Non-Utility Subsidiaries and the PECO
Non-Utility Subsidiaries without incurring substantial income tax liability.
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companies" within the meaning of Rule 58 ("Rule 58 Subsidiaries"),
and certain other types of Non-Utility Subsidiaries;
. consolidate the direct and indirect ownership interests in certain
existing non-utility businesses and former subsidiaries of Unicom
(now subsidiaries of Exelon) and PECO under Ventures or
Enterprises; and
. organize and acquire the securities of one or more additional
subsidiaries to act as a holding company for non-utility
investments if, in Exelon's judgment, there are organizational,
functional, tax or other benefits to be derived in separating non-
utility businesses at the first-tier level. Accordingly, unless
otherwise indicated, references in this Application or Declaration
to Ventures shall mean Ventures and such other first-tier
subsidiaries as Exelon may choose to organize to serve a similar
purpose.
4. Specific Approvals Sought.
Exelon and its Subsidiaries request authority for each of the
following transactions for the period ending June 30, 2004 (the "Authorization
Period"):
. Ventures, Enterprises, Genco and, prior to the Restructurings, PECO
request authority to engage in preliminary development activities
("Development Activities") relating to potential investments in
EWGs, FUCOs, ETCs, Rule 58 Subsidiaries and other types of non-
utility business activities hereinafter described and
administrative and management activities ("Administrative
Activities") associated with such investments and businesses;
. Exelon, Ventures, Enterprises, Genco and, prior to the
Restructurings, PECO request approval to the extent required to
acquire the securities of one or more Intermediate Subsidiaries,
Financing Subsidiaries and Commission Approved Entities, as defined
and more fully described below (collectively, "Non-Exempt
Subsidiaries");/5/
. To the extent not exempt under the Act and rules thereunder,
Exelon, Ventures, Enterprises, Genco. and, prior to the
Restructurings, PECO and their respective Subsidiaries each request
authorization (i) to transfer, by sale, distribution, or otherwise,
investments in the securities or assets of some or all of the
existing non-utility businesses formerly held by Unicom (which were
transferred
________________________________
/5/ The Commission has recognized on several occasions that the authority to
acquire exempt subsidiaries such as EWGs, FUCOs, ETCs or Rule 58 Subsidiaries
includes the authority to acquire related intermediate holding companies and/or
subsidiaries of such exempt companies even if those related companies do not
themselves have the status of an exempt company. See, e.g., Energy East Corp.,
Holding Co. Act Release No. 35-27228 (September 12, 2000) and Interstate Energy
Corporation, Holding Co. Act Release No. 35-27069 (August 26, 1999); Entergy
Corporation, 1995 SEC No-Act LEXIS 901 (Oct. 24, 1995); Entergy Power
Development, 1994 WL 731386 (S.E.C.) (Dec. 7, 1994).
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to Exelon in the Merger), Unicom Enterprises (to which Enterprises
will be the successor after the Restructuring) and of PECO, or any
direct or indirect subsidiary of any of them, and any existing or
future Non-Exempt Subsidiary and (ii) to contribute such securities
or assets so acquired to other existing or newly created
Subsidiaries of Exelon, Ventures, Enterprises or Genco;
. Genco requests authority to expend directly or through its
Subsidiaries up to $500 million to construct or acquire facilities,
equipment and other property ("Energy Assets") that are incidental
and related to its business as an electricity and energy
commodities marketer and broker, or to acquire the securities of
one or more existing or new companies substantially all of whose
physical properties consist or will consist of Energy Assets,
provided that the acquisition and ownership of such Energy Assets
would not cause any Subsidiary of Genco to be or become an
"electric utility company" or "gas utility company," as defined in
Sections 2(a)(3) and 2(a)(4) of the Act; and
. To the extent not exempt under the Act and rules thereunder,
Exelon, Ventures, Enterprises, Genco, PECO, ComEd and each current
and future Rule 58 Subsidiary and Non-Exempt Subsidiary request
authority to contribute, sell, distribute, assign or otherwise
transfer, and to acquire, existing assets or securities or
interests in other businesses of such companies to each other in
connection with any future internal reorganizations.
B. Investment in Non-Utility Subsidiaries
1. Development Activities.
In connection with existing and future non-utility businesses,
Ventures, Enterprises, Genco and, prior to the Restructurings, PECO will engage
in preliminary development activities ("Development Activities") and
administrative and management activities ("Administrative Activities")
associated with such investments./6/ In addition, through the other specific
approvals sought herein, Ventures, Enterprises, Genco and, prior to the
Restructurings, PECO each seek to maximize its flexibility in forming new
companies in order to facilitate future acquisitions and financings/7/, to
simplify the overall management and coordination of the operations of such
companies, and to insulate the Utility Subsidiaries from risks and liabilities
that may be associated with Exempt Subsidiaries, Rule 58 Subsidiaries and other
Non-Utility Subsidiaries of the Exelon System. In the future, it is contemplated
that Enterprises will be the vehicle through which Exelon would acquire and hold
all or substantially all of its investments in Rule 58 Subsidiaries and the
other Non-Exempt Subsidiaries described below. As noted, it is
________________________________
/6/ Subsidiaries of Ventures, Enterprises or Genco which are Intermediate
Subsidiaries may also engage in Development Activities and Administrative
Activities.
/7/ To the extent not exempt under Rule 52, Exelon seeks authorization in the
Financing U-1 to engage in financing activities for its non-utility businesses,
including investments in EWGs and FUCOs. An analysis of the impact of Rules 53
and 54 on such financing request is included in the Financing U-1.
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contemplated that Genco will be the vehicle through which Exelon will acquire
additional Exempt Subsidiaries (other than ETCs, which are expected to be held
by Ventures or Enterprises)./8/
Development Activities will be limited to due diligence and design
review; market studies; preliminary engineering; site inspection; preparation of
bid proposals, including, in connection therewith, posting of bid bonds;
application for required permits and/or regulatory approvals; acquisition of
site options and options on other necessary rights; negotiation and execution of
contractual commitments with owners of existing facilities, equipment vendors,
construction firms, power purchasers, thermal "hosts," fuel suppliers and other
project contractors; negotiation of financing commitments with lenders and other
third-party investors; and such other preliminary activities as may be required
in connection with the purchase, acquisition or construction of facilities or
the securities of other companies. Ventures proposes to expend directly or
through Subsidiaries up to $500 million in the aggregate outstanding at any time
during the Authorization Period on all such Development Activities./9/
Administrative Activities will include ongoing personnel, accounting,
engineering, legal, financial, and other support activities necessary to manage
Development Activities and investments in subsidiaries.
2. Activities Related to Exempt Subsidiaries and Rule 58
Subsidiaries
In the future, Exelon would make additional investments in Ventures,
Enterprises or Genco pursuant to Rules 52 and 45(b) in the form of purchases of
common stock and other securities, capital contributions, loans or open account
advances, or any combination of the foregoing. Exelon would utilize the proceeds
of financings authorized under the Financing Order or in a separate proceeding,
as well as internal sources of cash, in order to make additional investments in
Ventures, Enterprises or in Genco, so that those companies may make additional
investments, also pursuant to Rules 52 and 45(b), in Exempt Subsidiaries./10/
In addition, Exelon may from time to time provide guarantees and other
forms of credit support on behalf of Ventures, Enterprises, Genco and any of
their direct and indirect Subsidiaries, subject to the limitation set forth in
the Financing Order. Further, the aggregate amount of the proceeds of securities
and guarantees issued by Exelon for the purpose of funding any direct or
indirect investment in an EWG or FUCO would not, when added to Exelon's
________________________________
/8/ No decision has been made as to whether any future FUCO would be a
Subsidiary of Genco, Ventures, Enterprises or in a separate foreign utility
holding company of Exelon.
/9/ Amounts expended in the development of projects leading to an investment in
an Exempt Subsidiary will not count against the limitation on expenditures
for Development Activities. Amounts will be restored to the authorized
Development Activities amount when a Subsidiary for which such amounts were
expended becomes an Exempt Subsidiary.
/10/ In the Financing Order, Exelon obtained approval on behalf of Genco for
such investments in Genco to the extent Genco is merely a conduit for an
investment in an Exempt Subsidiary.
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"aggregate investment" (as defined in Rule 53(a)(1)) in all such companies,
exceed the Rule 53 limitation then in effect for Exelon./11/
Direct or indirect investments by Exelon in Rule 58 Subsidiaries would
be subject to the limitations of Rule 58./12/
It is also contemplated that Ventures, Enterprises, Rule 58
Subsidiaries and Non-Exempt Subsidiaries will, in turn, issue securities from
time to time pursuant to the exemption provided under Rule 52 to investors other
than Exelon for the purpose of financing their respective operations, including
future acquisitions of Exempt Subsidiaries, Rule 58 Subsidiaries, and other Non-
Exempt Subsidiaries. Genco will issue securities pursuant to the authority
granted pursuant to the Financing Order for these purposes. In this regard, one
of the goals in consolidating all or substantially all of Exelon's existing and
future investments in non-utility businesses under all Ventures is that it may
ultimately enhance the ability of Non-Utility Subsidiaries to access external
capital markets without the need for credit support from Exelon.
C. Acquisition of Non-Exempt Subsidiaries
In addition to acquiring and holding the securities of Exempt
Subsidiaries in transactions that are exempt pursuant to Section 32, 33, or 34,
as applicable, or Rule 58 Subsidiaries, in transactions intended to be exempt
pursuant to Rule 58, Exelon, Ventures, Enterprises, Genco and, prior to the
Restructurings, PECO each request authority through the Authorization Period to
organize and acquire, directly or indirectly, the equity securities of one or
more Non-Exempt Subsidiaries falling into any one of the following categories:
1. Intermediate Subsidiaries
Intermediate Subsidiaries will be organized exclusively for the
purpose of acquiring and holding the securities of other direct or indirect Non-
Utility Subsidiaries of Ventures, Enterprises, Genco or, prior to the
Restructurings, PECO, provided that Intermediate Subsidiaries may also engage in
Development Activities and Administrative Activities.
________________________________
/11/ As fully described in the Financing U-1, because Exelon will not meet the
requirement of Rule 53(a) regarding its aggregate investment in EWGs and FUCOs
being not more than 50% of its consolidated retained earnings, Exelon is
permitted by the Financing Order to engage in financing for EWGs and FUCOs so
long as its aggregate investment does not exceed the "Modified Rule 53 Test"
amount described in the Financing Order as that amount may be modified by any
supplemental order thereto.
/12/ These investments are described in Exhibits I-1 and I-2 of the Merger U-1.
In the Merger Order, the Commission approved Exelon's request that its Rule 58
investments in place as of the Merger and so approved in the Merger Order will
not count against Exelon's Rule 58 limitation.
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2. Financing Subsidiaries
Financing Subsidiaries will be organized exclusively for the purpose
of issuing securities to investors other than Exelon in order to finance, in
whole or in part, Exelon's direct or indirect acquisitions of Exempt
Subsidiaries, Rule 58 Subsidiaries and any Non-Exempt Subsidiary in which Exelon
has authority to invest from the Commission pursuant to this proceeding or other
approval. The necessary approvals for the Financing Subsidiaries' financing
activities was obtained in the Financing Order.
3. Commission Approved Entities
Commission Approved Entities will be newly organized or acquired
entities which engage in a business the Exelon System is authorized to invest in
pursuant to this Application-Declaration or another Commission proceeding.
4. Descriptions of Intermediate Subsidiaries, Financing Subsidiaries
and Commission Approved Entities.
(a) Intermediate Subsidiaries.
Exelon, Ventures, Enterprises, Genco and, prior to the Restructurings,
PECO each propose to acquire directly or indirectly the securities of one or
more corporations, trusts, partnerships, limited liability companies or other
entities ("Intermediate Subsidiaries") which would be organized exclusively for
the purpose of acquiring, holding and/or financing the acquisition of the
securities of or other interest in one or more Exempt Subsidiaries, Rule 58
Subsidiaries, or other Non-Exempt Subsidiaries, provided that Intermediate
Subsidiaries may also engage in Development Activities and Administrative
Activities relating to such subsidiaries. To the extent such transactions are
not exempt from the Act or otherwise authorized or permitted by rule, regulation
or order of the Commission issued thereunder, Exelon requests authority for
Intermediate Subsidiaries to engage in the activities described herein.
There are several legal and business reasons for the use of limited
purpose subsidiaries such as the Intermediate Subsidiaries in connection with
making investments in Exempt Subsidiaries, Rule 58 Subsidiaries and other Non-
Exempt Subsidiaries. For example, the formation and acquisition of limited
purpose subsidiaries is often necessary or desirable to facilitate financing the
acquisition and ownership of a FUCO, an EWG or another non-utility enterprise.
Furthermore, the laws of some foreign countries may require that the bidder in a
privatization program be organized in that country. In such cases, it would be
necessary to form a foreign Subsidiary as the entity (or participant in the
entity) that submits the bid or other proposal. In addition, the interposition
of one or more Intermediate Subsidiaries may allow Exelon to defer the
repatriation of foreign source income, or to take full advantage of favorable
tax treaties among foreign countries, or otherwise to secure favorable U.S.
income tax treatment that would not otherwise be available. Intermediate
Subsidiaries would also serve to isolate business risks, facilitate subsequent
adjustments to, or sales of, ownership interests by or among the members of the
ownership group, or to raise debt or equity capital in domestic or foreign
markets.
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An Intermediate Subsidiary may be organized, among other things: (1)
in order to facilitate the making of bids or proposals to develop or acquire an
interest in any EWG, FUCO, ETC, or other non-utility company which, upon
acquisition, would qualify as a Rule 58 Subsidiary or other Non-Exempt
Subsidiary; (2) after the award of such a bid proposal, in order to facilitate
closing on the purchase or financing of such acquired company; (3) at any time
subsequent to the consummation of an acquisition of an interest in any such
company in order, among other things, to effect an adjustment in the respective
ownership interests in such business held by the Exelon System and non-
affiliated investors; (4) to facilitate the sale of ownership interests in one
or more acquired Non-Utility Subsidiaries; (5) to comply with applicable laws of
foreign jurisdictions limiting or otherwise relating to the ownership of
domestic companies by foreign nationals; (6) as a part of tax planning in order
to limit Exelon's exposure to U.S. and foreign taxes; (7) to further insulate
Exelon and the Utility Subsidiaries from operational or other business risks
that may be associated with investments in non-utility companies; or (8) for
other lawful business purposes.
Investments in Intermediate Subsidiaries may take the form of any
combination of the following: (1) purchases of capital shares, partnership
interests, member interests in limited liability companies, trust certificates
or other forms of voting or non-voting equity interests; (2) capital
contributions; (3) open account advances without interest; (4) loans; and (5)
guarantees issued, provided or arranged in respect of the securities or other
obligations of any Intermediate Subsidiaries. Funds for any direct or indirect
investment in any Intermediate Subsidiary will be derived from (1) borrowings,
sales of common stock and guarantees authorized under the Financing Order; (2)
any appropriate future debt or equity securities issuance authorization obtained
by Exelon from the Commission; and (3) other available cash resources, including
proceeds of securities sales by Non-Utility Subsidiaries pursuant to Rule 52. To
the extent that Exelon provides funds directly or indirectly to an Intermediate
Subsidiary which are used for the purpose of making an investment in any EWG or
FUCO or a Rule 58 Subsidiary, the amount of such funds will be included in
Exelon's "aggregate investment" in such entities, as calculated in accordance
with Rule 53 or Rule 58, as applicable.
Intermediate Subsidiaries have been approved by the Commission in a
number of instances./13/
(b) Financing Subsidiaries.
Exelon, Ventures, Enterprises, Genco, ComEd and PECO each propose to
acquire directly or indirectly the securities of one or more corporations,
trusts, partnerships, limited liability companies or other entities ("Financing
Subsidiaries") created specifically for the purpose of facilitating the
financing of Exelon's and its Subsidiaries' authorized and exempt activities
(including exempt and authorized acquisitions) through the issuance of long-term
debt or equity securities to third parties and the transfer of the proceeds of
such financings to Exelon or any of its Subsidiaries. To the extent authorized
by the Commission pursuant to the Financing Order or otherwise, Exelon,
Ventures, Enterprises, Genco, ComEd or PECO may, if required,
________________________________
/13/ See Cinergy Corp., Holding Co. Act Rel. No. 35-27124 (Jan. 11, 2000);
Ameren Corporation, Holding Co. Act Rel. No. 35-27053 (July 23, 1999); New
Century Energies, Inc., Holding Co. Act Rel. No. 35-27000 (April 7, 1999).
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guarantee or enter into expense or support agreements in respect of the
obligations of any such Financing Subsidiaries and one or more Financing
Subsidiaries may borrow from, make loans to or otherwise provide for the use of
the proceeds of the financings by transfer of funds between Financing
Subsidiaries and the Subsidiary for whose benefit the financing is undertaken.
Financing Subsidiaries have been approved by the Commission in a number of
instances./14/
(c) Commission Approved Entities
Exelon, Ventures, Enterprises, Genco and, prior to the Restructurings,
PECO each propose to acquire directly or indirectly the securities of one or
more corporations, trusts, partnerships, limited liability companies or other
entities ("Commission Approved Entities") for the purpose of engaging in any
"functionally related" business for which Exelon has specific approval from the
Commission. Commission Approved Entities would include:
. any of the businesses or activities that Exelon is authorized to
engage in under the terms of the Commission's order approving the
Merger (the "Merger Order") (i.e., the existing non-utility
businesses of Exelon (formerly Unicom) and PECO except for those
businesses over which the Commission reserved jurisdiction until
such time as such businesses are approved by the Commission), but
not including Exempt Subsidiaries or Rule 58 Subsidiaries;
. additional investments in entities in which Unicom and PECO have
less than a 10% voting interest and are thus not Subsidiaries but
which were approved for retention by the Commission in the Merger
Order provided that such investment would not exceed 9.9%; and
. businesses engaged in any of the activities described under Item
1.E. regarding services to be provided outside the United States
but only to the extent such businesses do not qualify as Exempt
Subsidiaries or Rule 58 Subsidiaries.
To the extent that Exelon provides funds directly or indirectly for
the purpose of making an investment in any Commission Approved Entity, the
amount of such funds will count against Exelon's "aggregate investment" in Rule
58 Subsidiaries.
In the Merger Order, the Commission approved the retention by
Exelon of the businesses organized as Exelon Infrastructure Services ("EIS"). In
the Merger U-1, Exelon demonstrated that it could retain those businesses by
showing that approximately 75% of the aggregate revenues of the EIS companies
were derived from the portion of the business of that is engaged in traditional
infrastructure service functions including the construction of electric
________________________________
/14/ Each of ComEd and PECO have existing finance subsidiaries which were
approved in the Merger Order. See also Central and South West Corp., Holding Co.
Act Rel. No. 35-27168 (April 20, 2000); SCANA Corporation., Holding Co. Act Rel.
No. 35-27135 (February 14, 2000); Ameren Corporation, Holding Co. Act Rel. No.
35-27053 (July 23, 1999); New Century Energies, Inc., Holding Co. Act Rel. No.
35-27000 (April 7, 1999); Conectiv, Inc., Holding Co. Act Rel. No. 35-26833
(February 26, 1998).
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"transmission and distribution" facilities, substation construction, utility
pipelines and other facilities/15/, meter reading and installation (including
fiber-optic cable installation), which requires similar skills and equipment to
the services related above and relates to activities that are exempt under
Section 34 of the Act. The remaining 25% of revenues are derived from related
activities including inside telecommunications wiring where the customers are
industrial and commercial concerns and a small amount of other activities./16/
Thus, EIS companies' revenues are predominantly derived from utility related
activities and are otherwise comparable to similar infrastructure services
company groups the Commission has permitted registered holding companies to
retain./17/ In fact, in some respects EIS represents a more "utility" related
mix than the Commission's other precedent in this area./18/
To the extent not exempt under Rule 58, Exelon seeks authority to
acquire additional infrastructure service companies so long as taking each
acquisition into account the aggregate revenues from services of the EIS group
consisting of traditional infrastructure service functions including the
construction of electric "transmission and distribution" facilities, substation
construction, utility pipelines and other facilities, meter reading and
installation (including fiber-optic cable installation) is not less than 60% of
EIS's total aggregate revenues. Thus, a particular company that is acquired need
not itself meet the 60% - 40% test so long as, taking into account all
acquisitions, the aggregate revenues of EIS are at least 60% from such
traditional activities. Exelon's investment in EIS companies pursuant to the
preceding paragraph will be considered as "Rule 58" investments and will count
against Exelon's Rule 58 Subsidiary investment limitation. Exelon is proposing a
"60%" test rather than the "75%" test of the Merger Order. As shown in footnote
18, a 60% test is consistent with Commission precedent.
________________________________
/15/ Work for utilities will include electric, gas, water, sewer and
telecommunications utilities as customers.
/16/ EIS's activities (percent of revenues) for the year ended July 2000 were as
follows: T&D electric, 6.2%, substation construction, 9.2%, underground gas
utility, 27.5%, meter reading and installation, 4%, fiber optic cable
installation, 27.6%. These categories total 74.5% of revenues. The "non-utility"
businesses contribute the remaining 25.5% as follows: I&C (inside electrical),
15.9%, telecommunications installation, 6.2% and other 3.4%.
/17/ GPU, Inc. HCAR 35-27165 (April 14, 2000).
/18/ Id. The MYR Group, Inc. acquired by GPU in that case derived its revenues
as follows: T&D Services (construction and maintenance of transmission and
distribution power lines and substations) 54%; Telecommunications (construction
of telecommunications towers, installation of fiber optic and copper cables and
certain telephone or communication systems) 10% and C&I Services (electrical
system wiring for commercial and industrial customers), 33%. The activities
classified as "telecommunications" in MYR include more activities than EIS
includes in its "fiber optic" category. Thus, a truly comparable percentage of
the "utility related" activities of MYR, as that term was used by EIS in the
Merger Order, would be something greater than 54% and less than 64%.
Accordingly, Exelon believes its proposed 60% rule is consistent with the GPU
precedent.
10
<PAGE>
D. Sale Of Certain Goods And Services Outside The United States.
Rule 58 Subsidiaries and Commission Approved Entities request
authority to sell goods and services to customers not only within the United
States as permitted by Rule 58 but also outside the United States./19/
Approval is sought to engage in sales of the following goods and
services outside the United States:
. the brokering and marketing of electricity, natural gas and other
energy commodities;/20/
. utility infrastructure services, including the services provided
by Eis , Inc such as installing and maintaining underground
communications and energy networks, high voltage transmission and
distribution lines, substations and towers for electric and
telecommunications companies, construction and ongoing
maintenance services to industrial and municipal owners of
complex electric and communications infrastructures on a
nationwide basis, management of large volumes of technical
service and repair work for communications and energy utilities
and new residential design and construction services, permitting
a single point of contact for the design and construction of all
utility infrastructures (including electric, gas, cable and
telephone) and outdoor lighting;/21/
. mechanical services, including the installation, operation and
maintenance of heating, ventilating and air conditioning
equipment, building automation and temperature controls,
installation and maintenance of refrigeration systems, building
infrastructure wiring supporting data and controls networks,
environmental monitoring and control, ventilation system
calibration and maintenance, piping and fire protection systems,
and installation and maintenance of emergency power generation
systems;/22/
________________________________
/19/ The Commission has heretofore authorized non-utility subsidiaries of a
registered holding company to provide various services outside the United
States. Cinergy Corp., Holding Co. Act Rel. No. 35-27124 (Jan. 11, 2000);
National Fuel Gas Co., Holding Co. Act Rel. No. 35-27114 (Dec. 16, 1999);
American Elect. Power Co., Holding Co. Act Rel. No. 35-27062 (Aug. 19, 1999);
Southern Energy, Inc., Holding Co. Act Rel. No. 35-27020 (May 13, 1999);
Interstate Energy Corp., Holding Co. Act Rel. No. 35-27069 (Aug. 26, 1999);
Central and South West Corp., Holding Co. Act Rel. No. 35-26767 (Oct. 21, 1997).
/20/ See Cinergy Corp., Holding Co. Act Rel. No. 35-27124 (January 11, 2000);
American Elect. Power Co., Holding Co. Act Rel. No. 35-27062 (Aug. 19, 1999);
Southern Energy, Inc., Holding Co. Act Rel. No. 35-27020 (May 13, 1999).
/21/ GPU, Inc., Holding Co. Act Rel. No. 35-27165 (April 14, 2000); Interstate
Energy Corp., Holding Co. Act Rel. No. 35-27069 (Aug. 26, 1999). As noted in the
Merger U-1, EIS currently engages in such services outside the United States to
a limited degree.
/22/ GPU, Inc., Holding Co. Act Rel. No. 35-27165 (April 14, 2000).
11
<PAGE>
. energy management services, including the marketing, sale,
installation, operation and maintenance of various products and
services related to energy management and demand-side management,
including energy and efficiency audits; meter data management,
facility design and process control and enhancements;
construction, installation, testing, sales and maintenance of
(and training client personnel to operate) energy conservation
equipment; design, implementation, monitoring and evaluation of
energy conservation programs; development and review of
architectural, structural and engineering drawings for energy
efficiencies, design and specification of energy consuming
equipment; and general advice on programs; the design,
construction, installation, testing, sales and maintenance of new
and retrofit heating, ventilating, and air conditioning ("HVAC"),
electrical and power systems, alarm and warning systems, motors,
pumps, lighting, water, water-purification and plumbing systems,
and related structures, in connection with energy-related needs;
and the provision of services and products designed to prevent,
control, or mitigate adverse effects of power disturbances on a
customer's electrical systems;/23/
. performance contracting services aimed at assisting customers in
realizing energy and other resource efficiency goals in the areas
of process control, fuel management, and asset management
services in respect of energy-related systems, facilities and
equipment located on or adjacent to the premises of a customer
and used by that customer in connection with business activities.
Such energy-related systems, facilities and equipment could
include: (a) distribution systems and substations, (b)
transmission, storage and peak-shaving facilities, (c) gas supply
and/or electrical generation facilities (i.e., stand-by
generators and self-generation facilities), (d) boilers and
chillers, (e) alarm/warning systems, (f) HVAC, water and lighting
systems, and (g) environmental compliance, energy supply and
building automation systems and controls. These services may be
provided to, among others, QFs and to independent power projects
and district thermal energy systems and municipalities and
cooperatives. Rule 58 Subsidiaries may directly or indirectly act
as agent for these customers on energy management matters,
including the operation and dispatch of generation facilities;
. technical support services ("Technical Support Services") with
respect to energy-related and gas-related matters for associate
companies and nonassociate companies, as well as for individuals.
Such Technical Support Services would include technology
assessments, power factor correction and harmonics mitigation
analysis, meter reading and repair, rate schedule design and
analysis, environmental services, engineering services, billing
services (including consolidation billing and bill disaggregation
tools), risk management services, communications systems,
information systems/data processing, system planning, strategic
planning, finance, feasibility studies, and other similar
services;
___________________________
/23/ Columbia Energy Group, Holding Co. Act Rel. No. 35-26868 (May 6, 1998);
Cinergy Corp. HCAR 35-27124 (Jan. 11, 2000)
12
<PAGE>
. certain retail services, including the provision of centralized
bill payment centers for payment of all utility and municipal
bills and related services, and annual inspection, maintenance
and replacement of energy-related equipment and appliances. These
services also include providing service line repair and extended
warranties with respect to all of the utility- or energy-related
service lines internal and external to a customer's premises, and
other similar or related services, including surge protection. In
addition, these services include marketing services to associate
and nonassociate businesses in the form of bill insert and
automated meter-reading services;
. monitoring and response goods and services, which include
products used in connection with energy and gas-related
activities that enhance safety, increase energy/process
efficiency, or provide energy-related information, as well as
repair services in connection with such problems as carbon
monoxide leaks and faulty equipment wiring. These may also
include the operation of call/dispatch centers on behalf of
associate and nonassociate companies in connection with the
proposed sale of goods and services or with activities that
Ventures associate companies are otherwise authorized to engage
in under the Act;
. energy-peaking services via propane-air or liquefied natural gas
("LNG"), which involves the provision of back-up electricity or
gas supply in periods of high or "peak" energy demand using a
propane-air mixture or LNG as fuel sources for such back-up
services;
. project development and ownership activities, which involves the
installation and ownership of gas-fired turbines for on-site
generation and consumption of electricity;/24/
. thermal services such as chilled water, steam, district heating
and cooling and similar services;/25/ and
. development and demonstration of new technologies for the
generation, transmission or distribution of electricity including
new nuclear technology.
In addition, Exelon requests authority to provide through
Subsidiaries other energy-related goods and services. These include incidental
goods and services closely related to the consumption of energy and the
maintenance of energy consuming property by customers. The need for these goods
and services would arise as a result of, or evolve out of, the goods and
services described above and do not differ materially from those goods and
services. The
__________________________
/24/ Columbia Energy Group, Holding Co. Act Rel. No. 35-26868 (May 6, 1998).
/25/ In the Merger Order, the Commission reserved jurisdiction over the
retention by Exelon of certain thermal businesses which operate in Canada
(Northwind Thermal Technologies Canada, Inc., Unicom Thermal Technologies Inc.,
Edison Finance Partnership, and Edison Development Canada Inc.). Exelon requests
that this filing be considered a request for the Commission to release
jurisdiction over the retention of those businesses.
13
<PAGE>
proposed incidental goods and services would not involve the manufacture of
energy consuming equipment but could be related to, among other things, the
maintenance, financing, sale or installation of such equipment.
As noted in the footnotes to the items listed above in this part,
the Commission has on a number of occasions approved activities which would
qualify for Rule 58 but for the fact that they were conducted outside the United
States. Exelon maintains that the Commission can approve all such activities
even though they may be conducted outside the United States.
When Rule 58 was proposed, it did not contain a limitation that
Rule 58 activities be confined to the United States./26/ When the Rule was
adopted, however, the Commission inserted the "in the United States" requirement
in Rule 58(b)(1) and (2). The only discussion of this change is found in a
footnote to the release adopting the Rule. That footnote indicates the change
was included based on then existing precedent and the markets with which the
Commission was then familiar./27/ As demonstrated by the precedent cited above,
the Commission is now familiar with a number of matters where Rule 58 activities
conducted outside the United States have been approved. Furthermore, since the
adoption of Rule 58 the Commission has had extensive experience with FUCOs and
investments in United States registered holding companies by non-U.S. entities.
The Commission has recognized the globalization of the utility industry and the
need for U.S. utilities to remain competitive. Exelon does not believe that any
of the proposed activities involve any unusual risk merely because they may be
conducted outside the United States. To the extent that non-U.S. operations
involve additional or different risks than U.S. operations, Exelon will evaluate
and seek to mitigate those risks in a manner similar to the manner it evaluates
EWG and FUCO investments as described in Amendment No. 4 to the Form U-1 filed
in File No. 70-9693 filed December 5, 2000. Finally, Exelon does not believe
that there are any risks in the activities listed above that are significantly
different from the risks related to other activities which the Commission has
approved be conducted outside the U.S./28/ Thus, there would not appear to be
any basis for concluding that the activities listed above, to the extent not
already approved for non-U.S. conduct by prior orders, should be restricted only
to the U.S. Accordingly, the Commission should approve all of the foregoing
activities both inside and outside the United States.
E. Approval For Subsidiary Reorganizations.
Unicom and PECO currently engage directly or through Subsidiaries
in certain non-utility businesses identified in Exhibits I-1 and I-2 to the
Merger U-1. Exelon (as successor
___________________________
/26/ See Holding Co. Act Release No. 35-26313 (June 20, 1995) (the "Proposing
Release").
/27/ Holding Co. Act Release No. 35-26667 (Mar. 24 1997) (the "Adopting
Release") at note 146.
/28/ Although many of the existing orders have involved activities permitted in
Canada and Mexico, several other countries have also been involved. There is no
limitation on world-wide location for EWGs or FUCOs under the Act. The
Commission has relied on the risk identification and mitigation procedures of
applicants to ensure that non-U.S. activities, where ever located in the world,
would not result in the harms sought to be avoided by the statute. The
Commission can rely on the same protections for Rule 58 activities. Accordingly,
there appears to be no basis to restrict Rule 58 activities to only those
countries which have been mentioned in the precedent.
14
<PAGE>
to Unicom), Enterprises (as successor to Unicom Enterprises and the entity to
which the PECO non-utility businesses will be transferred) and PECO request
authority, to the extent needed,/29/ to sell or otherwise transfer (i) such
businesses, (ii) the securities of current Subsidiaries engaged in some or all
of these businesses or (iii) investments which do not involve a Subsidiary
(i.e., less than 10% voting interest) to Ventures or a Subsidiary of Ventures,
and, to the extent approval is required, Ventures or any such Subsidiary of
Ventures requests authority to acquire the assets of such businesses, securities
of formerly Subsidiaries of Unicom and PECO or other investment interests.
Alternatively, transfers of such securities or assets may be effected by share
exchanges, share distributions or dividends followed by contribution of such
securities or assets to the receiving entity. The transactions proposed in this
paragraph will not involve the sale or other disposition of any utility assets
of the Utility Subsidiaries./30/
In the future, following its direct or indirect acquisition of
the securities of new Non-Utility Subsidiaries, Exelon may determine to transfer
such securities or the assets of such Non-Utility Subsidiaries and/or
Non-Utility Subsidiaries existing as of the date of the Merger, to other direct
or indirect Non-Utility Subsidiaries or to liquidate or merge Non-Utility
Subsidiaries. Such internal transactions would be undertaken in order to
eliminate corporate complexities, to combine related business segments for
staffing and management purposes, to eliminate administrative costs, to achieve
tax savings, or for other ordinary and necessary business purposes. Exelon
requests authority to engage in such transactions, to the extent that they are
not exempt under the Act and rules thereunder, through the Authorization Period.
F. Other Matters.
Ventures (or Enterprises, as appropriate) proposes to file a
single consolidated quarterly report pursuant to Rule 24 of all investments in
Subsidiaries, commencing with the quarterly report for the first full calendar
quarter which ends at least 45 days following the date of the order herein.
Concurrently with the filing of such report, a copy thereof will be furnished to
each state utilities commission having jurisdiction over retail rates of ComEd
and PECO./31/ It is proposed that such combined report also be in lieu of any
separate notification on Form U-6B-2 that would otherwise be required with
respect to exempt securities issuances. The Rule 24 report shall include:
___________________________
/29/ The sale of securities, assets or an interest in other business to an
associate company may, in some cases, be exempt pursuant to Rule 43(b).
/30/ The generating utility assets of ComEd and PECO (or the securities of
interim subsidiaries holding such assets and used to facilitate the
Restructurings) will be transferred to Genco pursuant to the Restructurings. To
the extent any Commission approval is required for such transactions, it is
included in the Merger Order. Likewise, the transfer of the securities of ComEd
and PECO to Exelon Energy Delivery Company was approved in the Merger Order.
/31/ Subsidiaries that are Rule 58 Subsidiaries will also continue to file
quarterly reports on Form U-9C-3. In addition, Exelon will provide such
information as may be required by Form U-5-S with respect to any EWGs or FUCOs
in which it may acquire an interest.
15
<PAGE>
. A copy of the balance sheet and income statement for Ventures and
its consolidated subsidiaries;
. A narrative description of Development Activities and of any
investments during the quarter just ended, organized by category
(Exempt Subsidiaries, Rule 58 Subsidiaries, other Non-Exempt
Subsidiaries).
. Amounts and forms of guarantees of, and similar provisions and
arrangements concerning, performing and undertaking of other
obligations by Ventures or any direct or indirect Rule 58
Subsidiary or Non-Exempt Subsidiary on behalf of other direct or
indirect Subsidiaries of Ventures.
. A description of services obtained by Ventures, or any direct or
indirect Subsidiary of Ventures, from ComEd, PECO and Genco
specifying the type of service, the number of personnel from each
associate company providing services during the quarter and the
total dollar value of such services.
. A chart, in the form of Exhibit I to the Merger U-1, showing, as
of the end of such quarterly period, all associated companies of
Exelon, in addition to Ventures, that are Exempt Subsidiaries
(identifying each as an EWG, FUCO or ETC, as applicable), Rule 58
Subsidiaries, and other Non-Exempt Subsidiaries (identifying each
as an Intermediate Subsidiary or Financing Subsidiary, as
applicable); and Exelon's percentage equity ownership in each
such entity.
. A description of the type and amount and, if a debt instrument,
the maturity and interest rate, of any securities (including
guarantees) issued by Ventures and each Non-Exempt Subsidiary
pursuant to Rule 52 or Rule 45(b), as applicable.
. The notional amount, identity of counterparty, and principal
terms of any Anticipatory Hedge transaction entered into by
Ventures, or any direct or indirect Non-Exempt Subsidiary of
Ventures.
Item 2. Fees, Commissions and Expenses
Estimated Legal Fees and Expenses $75,000
Estimated Miscellaneous Expenses 25,000
------------
Total $100,000
------------
16
<PAGE>
Item 3. Applicable Statutory Provisions
Sections 6(a), 7, 9, 10, 11, 12, 32, 33 and 34 of the Act and
Rules 42, 43, 45, 46, 52, 53, 54 and 58 are considered applicable to the
proposed transactions as described below:
TRANSACTION APPLICABLE SECTION OR RULE
Acquisition of initial securities of Sections 9(a) and 10.
Intermediate Subsidiaries, Financing
Subsidiaries and Commission Approved
Entities, and Development Activities
and Administrative Activities
Sale or other transfer by Exelon or Section 12(c) or Section 12 (f) to
PECO of the securities and interests the extent not exempt pursuant to
in businesses owned by Unicom, PECO Rules 42 and 43, as applicable;
or their respective subsidiaries, and Sections 9(a) and 10, to the
acquisition thereof by Ventures any extent not exempt pursuant to
direct or indirect Subsidiary of Ventures; Rule 58 or Section 32, 33 or 34.
reorganizations of Subsidiaries
Investment by Genco or its direct or Sections 9(a) and 10.
indirect Subsidiaries in Energy Assets.
Guarantees by Ventures (or any Non-Exempt Section 6(a), 7 and 12(b) and Rule
Subsidiary) of obligations of any other 45(a) thereunder, unless exempt
Non-Utility Subsidiary of Exelon; pursuant to Rules 45(b) and/or 52.
Payment Of Dividends Out Of Capital And Section 12(c) and Rule 46(a)
Unearned Surplus.
Sale Of Certain Goods And Services Sections 9(c)(3); 11(b)(1); 32; 33;
Outside The United States 34 and Rules 53, 54 and 58
To the extent that the proposed transactions are considered by
the Commission to required authorization, exemption or approval under any
section of the Act or the rules and regulations other than those set forth
above, request for such authorization, exemption or approval is hereby made.
Item 4. Regulatory Approvals
No state or federal regulatory agency other than the Commission
under the Act has jurisdiction over the proposed transactions.
17
<PAGE>
Item 5. Procedure
The Applicants hereby request that there be no hearing on this
Application-Declaration and that the Commission issue its order as soon as
practicable after the filing hereof. The Commission is requested to issue and
publish the requisite notice under Rule 23 with respect to this
Application-Declaration by January 31, 2001; such notice specifying February 26,
2001 as the date by which comments may be entered and the date on which an order
of the Commission granting and permitting the Application/Declaration to become
effective may be entered by the Commission. The Applicants hereby (i) waive a
recommended decision by a hearing officer, (ii) waive a recommended decision by
any other responsible officer or the Commission, (iii) consent that the Division
of Investment Management may assist in the preparation of the Commission's
decision and (iv) waive a 30-day waiting period between the issuance of the
Commission's order and the date on which it is to become effective.
Item 6. Exhibits and Financial Statements
<TABLE>
<CAPTION>
A. Exhibits
----------------------------------------------------------------------------------------------------------------------------
Exhibit No. Description of Document Method of Filing
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
A-1 Restated Articles of Incorporation of Incorporated by reference
Exelon to S-4 Registration
Statement, Exhibit C-1
----------------------------------------------------------------------------------------------------------------------------
A-2 Restated Articles of Incorporation of Incorporated by reference;
ComEd effective February 20, 1985, File No. 1-1839, Unicom
including Statements of Resolution Form 10-K for the year
Establishing Series, relating to the ended December 31, 1994,
establishment of three new series of Exhibit (3)-2.
ComEd preference stock known as the
"$9.00 Cumulative Preference Stock,"
the "$6.875 Cumulative Preference
Stock" and the "$2.425 Cumulative
Preference Stock."
----------------------------------------------------------------------------------------------------------------------------
A-3 Restated Articles of Incorporation Incorporated by reference;
of PECO File No. 1-1401, PECO 1993
Form 10-K, Exhibit 3-1
----------------------------------------------------------------------------------------------------------------------------
B-1 Amended and Restated Agreement and Incorporated by reference;
Plan of Exchange and Merger (Merger Annex 1 to Exhibit C-1
Agreement)
----------------------------------------------------------------------------------------------------------------------------
C-1 Registration Statement of Exelon on Incorporated by reference;
Form S-4 Registration Statement No.
333-37082.
----------------------------------------------------------------------------------------------------------------------------
C-2 Joint Proxy Statement and Prospectus Incorporated by reference;
of Unicom and PECO included in Exhibit C-1
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
Exhibit No. Description of Document Method of Filing
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
E-1 Maps of service area and transmission Filed in paper under Form
system of ComEd SE with Merger U-1
---------------------------------------------------------------------------------------------------------------------------
E-2 Maps electric and gas service areas and Filed in paper under Form
transmission system of PECO SE with Merger U-1
---------------------------------------------------------------------------------------------------------------------------
E-3 Unicom corporate chart Filed in paper under Form
SE with Merger U-1
---------------------------------------------------------------------------------------------------------------------------
E-4 PECO corporate chart Filed in paper under Form
SE with Merger U-1
---------------------------------------------------------------------------------------------------------------------------
E-5 Exelon corporate chart Filed in paper under Form
SE with Merger U-1
---------------------------------------------------------------------------------------------------------------------------
F-1 Preliminary opinion of counsel to Exelon Filed by amendment
---------------------------------------------------------------------------------------------------------------------------
F-2 Past-tense opinion of counsel to Exelon Filed by amendment
---------------------------------------------------------------------------------------------------------------------------
G Intentionally left available
---------------------------------------------------------------------------------------------------------------------------
H-1 Annual Report of Unicom on Form 10-K Incorporated by reference,
for the year ended December 31, 1999 File No. 1-11375
---------------------------------------------------------------------------------------------------------------------------
H-2 Annual Report of PECO on Form 10-K for Incorporated by reference,
the year ended December 31, 1999 File No. 1-1401
---------------------------------------------------------------------------------------------------------------------------
H-3 Quarterly Reports of Unicom on Form Incorporated by reference,
10-Q for the quarters ended March 31, File No. 1-11375
2000 and June 30, 2000
---------------------------------------------------------------------------------------------------------------------------
H-4 Quarterly Reports of PECO on Form 10-Q Incorporated by reference,
for the quarters ended March 31, 2000, File No. 1-1401
June 30, 2000 and September 30, 2000
---------------------------------------------------------------------------------------------------------------------------
H-5 Quarterly Report of Exelon on Form 10-Q Incorporated by reference,
for the quarter ended September 30, 2000 File No. 1-16169
---------------------------------------------------------------------------------------------------------------------------
I-1 List and Description of Subsidiaries Incorporated by reference
and Investments Of Unicom Corporation to Exhibit I-1 to Merger U-1
(Other than "Public-Utility" Companies)
---------------------------------------------------------------------------------------------------------------------------
I-2 List and Description of Subsidiaries Incorporated by reference
and Investments Of PECO Energy (Other to Exhibit I-2 to Merger U-1
than "Public-Utility" Companies)
---------------------------------------------------------------------------------------------------------------------------
J-l Intentionally left available
---------------------------------------------------------------------------------------------------------------------------
K-1 Intentionally left available
---------------------------------------------------------------------------------------------------------------------------
L-1 Form of Notice of filing Filed herewith
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
B. Financial Statements
----------------------------------------------------------------------------------------------------------------------------
Statement Description Method of Filing
No.
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
FS-1 Historical consolidated financial Incorporated by reference
statements of Unicom to Annual Reports on Form
10-K for the years ended
1999,1998 and 1997
----------------------------------------------------------------------------------------------------------------------------
FS-2 Historical consolidated financial Incorporated by reference
statements of PECO to Annual Reports on Form
10-K for the years ended
1999,1998 and 1997
----------------------------------------------------------------------------------------------------------------------------
FS-3 Unaudited Pro Forma Financial Incorporated by reference;
Statements of Exelon, giving effect to S-4 Registration Statement,
the Merger Exhibit C-1
----------------------------------------------------------------------------------------------------------------------------
FS-4 Interim financial statements of Exelon Incorporated by reference
to Form 10-Q for the
quarter ended September 30,
2000
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Item 7. Information as to Environmental Effects
The proposed transaction involves neither a "major federal
action" nor "significantly affects the quality of the human environment" as
those terms are used in Section 102(2)(C) of the National Environmental Policy
Act, 42 U.S.C. Sec. 4321 et seq. No federal agency is preparing an environmental
impact statement with respect to this matter.
20
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the Applicants have duly caused this Application/
Declaration to be signed on their behalf by the undersigned thereunto duly
authorized.
Date: January 4, 2001
--------------------------------------------------------------------------------
Exelon Corporation
By /s/ Randall E. Mehrberg
------------------------
Senior Vice President and General
Counsel
--------------------------------------------------------------------------------
Exelon Business Services Company
Exelon Ventures Company
Exelon Enterprises Company, LLC
Exelon Generation Company, LLC
By Exelon Corporation
By /s/ Randall E. Mehrberg
------------------------
Senior Vice President and General
Counsel
--------------------------------------------------------------------------------
21
