PECO ENERGY CO
U-3A-2, 1998-03-02
ELECTRIC & OTHER SERVICES COMBINED
Previous: PEP BOYS MANNY MOE & JACK, 424B2, 1998-03-02
Next: PECO ENERGY CO, DEF 14A, 1998-03-02



                                                                 File No. 1-1401









                                   FORM U-3A-2





                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D. C.





                 STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
                    UNDER RULE U-3A-2 FROM PROVISIONS OF THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935









                               PECO Energy Company
                                (Name of Company)

                      For the Year Ended December 31, 1997



<PAGE>



                               PECO Energy Company
                                (Name of Company)

hereby files with the  Securities and Exchange  Commission,  pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public  Utility  Holding  Company  Act of 1935.  In  support  of such  claim for
exemption the following information is submitted.

     1. NAME, STATE OF ORGANIZATION, LOCATION AND NATURE OF BUSINESS OF CLAIMANT
AND EVERY SUBSIDIARY THEREOF.

         Incorporated in  Pennsylvania  in 1929,  PECO Energy Company  (Company)
         provides  retail  electric  and  natural  gas  service in  southeastern
         Pennsylvania and, through pilot programs,  natural gas service to areas
         in Maryland and New Jersey.  The Company also engages in the  wholesale
         marketing of electricity on a national basis and  participates in joint
         ventures which provide  telecommunication  services in the Philadelphia
         area.

         The Company's  traditional retail service territory covers 2,107 square
         miles.  Electric  service is furnished to an area of 1,972 square miles
         with a population  of about 3.6 million,  including  1.6 million in the
         City of Philadelphia.  Approximately 94% of the retail electric service
         area and 64% of retail  kilowatthour  (kWh)  sales  are in the  suburbs
         around Philadelphia,  and 6% of the retail service area and 36% of such
         sales are in the City of Philadelphia.  Natural gas service is supplied
         in a 1,475-square-mile  area of southeastern  Pennsylvania  adjacent to
         Philadelphia with a population of 1.9 million.  Through Horizon Energy,
         a wholly owned subsidiary of the Company, and PECO Energy/EnergyOne,  a
         franchised   energy  products  brand,   the  Company   participates  in
         Pennsylvania's competition pilot program.

         Of the  total  electric  and  gas  business  done by  Claimant  and its
         subsidiaries  in 1997,  the  predominant  portion was done  directly by
         Claimant as indicated in the following:
<TABLE>

                                   Claimant after
                                   eliminating              Claimant and
                                   inter-Company            subsidiaries
                                   transactions             consolidated

<S>                                <C>                      <C>
Operating Revenue
   Electric & Gas                  $4,617,902,824           $4,643,718,149
Electric Sales -
   MKWH (Gross)                        63,857,000               65,401,180
Electric Customers -
   December 31                          1,482,405                1,482,405
Gas Sales -
   MCF (Natural Gas)                   54,994,523 (1)           54,994,523 (1)
Gas Customers -
   December 31                            405,142                  405,142

<FN>
(1)      Claimant also transported 30,412,316 MCF of gas for its gas customers.
</FN>
</TABLE>


<PAGE>


Following is a list of the subsidiary companies of Claimant, and of their States
of organization, together with a description of the location and nature of their
business:

PECO Energy Power Company - Incorporated in Pennsylvania
         2301 Market Street, Philadelphia, PA
         This  company,  a wholly owned  subsidiary of Claimant and a registered
         holding  company,  together  with  its  wholly  owned  subsidiary,  The
         Susquehanna  Power Company,  owns the Conowingo  Hydroelectric  Project
         (Conowingo  Project),  which was  constructed  under a federal  license
         dated February 20, 1926,  issued by the Federal Power  Commission under
         the Federal Water Power Act of 1920.  The original  license  expired in
         1976 after its 50-year term was  completed.  Subsequently,  the Company
         was issued annual licenses pending Federal Energy Regulatory Commission
         (FERC) action on the application for a new license. The new license was
         issued August 14, 1980 and will expire  September 1, 2014.  PECO Energy
         Power Company owns that portion of the project located in Pennsylvania,
         and its portion of the  transmission  line is leased to and operated by
         Claimant.

Susquehanna Power Company - Incorporated in Maryland
         2569 Shures Landing Road, Darlington, MD
         Owns that portion of the Conowingo  Project  located in Maryland.  This
         property is leased to and operated by The Susquehanna Electric Company,
         a wholly owned subsidiary of Claimant.

The Proprietors of the Susquehanna Canal - Incorporated in Maryland
         Inactive.

Susquehanna Electric Company - Incorporated in Maryland 
         2569 Shures Landing Road, Darlington, MD 
         Operates the Maryland portion of Conowingo Project. It sells most of 
         the energy produced to Claimant.

Eastern Pennsylvania Development Company (EPDC) - Incorporated in Pennsylvania
         2301 Market Street, Philadelphia, PA
         The Company's  sole  function is to act as a holding  company for Adwin
         Realty Company and Energy Performance Services, Inc.

Adwin Equipment Company (AEC) - Incorporated in Pennsylvania
         2301 Market Street, Philadelphia, PA
         This company is a wholly owned subsidiary of PECO Energy Company and is
         primarily engaged in electrical distribution equipment rental, and owns
         a 50% managing partnership interest in a co-generation plant.

Adwin (Schuylkill) Cogeneration, Inc. - Incorporated in Pennsylvania
         2301 Market Street, Philadelphia, PA
         Special purpose  corporation  which holds a 33.3% interest in the Grays
         Ferry Cogeneration Project.

Adwin Realty Company (ARC) - Incorporated in Pennsylvania
         2301 Market Street, Philadelphia, PA
         This  company is a wholly  owned  subsidiary  of EPDC and is engaged in
         real estate development.



<PAGE>


Eastern Pennsylvania Exploration Company (EPEC) - Incorporated in Pennsylvania
         Pending dissolution. Ceased operations as of October 31, 1997 and is in
         the process of winding up. This wholly owned  subsidiary of Claimant is
         a partner with one or more subsidiaries of other utility companies in a
         joint  venture  originally  engaged  in  natural  gas  exploration  and
         drilling.  EPEC no longer  participates in new drilling and exploration
         programs.  All gas production,  as well as oil and gas liquids are sold
         where they are produced. The area of production is the Gulf Coast, both
         on shore and in state water, but excluding federal waters.

Energy Performance Services, Inc. (EPS) - Incorporated In Pennsylvania
         2003 Renaissance Blvd., King of Prussia, PA
         EPS is 92% owned by EPDC and is engaged in providing engineering,
         construction and management services to industrial, commercial and
         institutional customers, worldwide.  EPS has four majority owned
         subsidiaries, Energy Performance Services (EPS/Canada),Inc., EPS
         CR. sr., a Czech Republic limited liability company, EPS Portugal
         and EPS Chile.

PECO     Energy Capital LP (PECLP) - Incorporated  in Delaware 1013 Center Road,
         Wilmington, DE
         PECLP exists for the sole purpose of issuing partner interests 
         represented by the Claimant's Series A, B and C Preferred Securities.

PECO     Energy Capital Corp (PECC) - Incorporated in Delaware 1013 Center Road,
         Wilmington, DE PECC is the General Partner of PECLP.

Horizon Energy Company (formerly known as PECO Gas Supply Company) -
         Incorporated in Pennsylvania
         965 Chesterbrook Blvd, 62-2, Wayne, PA 19087
         This wholly owned subsidiary of the Claimant is engaged in the purchase
         and sale of electricity and natural gas.

PECO Wireless, Inc. - Incorporated in Pennsylvania
         2301 Market Street, Philadelphia, PA
         This wholly owned subsidiary of the Claimant owns 49% of AT&T Wireless
         PCS of Philadelphia, LLC, formed to offer personal communication 
         services in the Philadelphia Major Trading Area.

Exelon Corporation - Incorporated in Pennsylvania
         2600 Monroe Blvd., Norristown, PA 19403
         This wholly  owned  subsidiary  of the Claimant is engaged in providing
         operation management and consulting services for energy generation 
         equipment and plants.

Energy Trading Company - Incorporated in Delaware
         1013 Centre Road, Wilmington, DE
         This wholly owned  subsidiary  of the Claimant is engaged in developing
         and marketing  electronic commerce software to facilitate barter
         trading via the internet.


<PAGE>


2. A BRIEF  DESCRIPTION OF THE PROPERTIES OF CLAIMANT AND EACH OF ITS SUBSIDIARY
PUBLIC UTILITY COMPANIES USED FOR THE GENERATION, TRANSMISSION, AND DISTRIBUTION
OF  ELECTRIC  ENERGY  FOR  SALE,  OR  FOR  THE  PRODUCTION,   TRANSMISSION,  AND
DISTRIBUTION  OF  NATURAL  OR  MANUFACTURED  GAS,  INDICATING  THE  LOCATION  OF
PRINCIPAL   GENERATING  PLANTS,   TRANSMISSION  LINES,   PRODUCING  FIELDS,  GAS
MANUFACTURING  PLANTS, AND ELECTRIC AND GAS DISTRIBUTION  FACILITIES,  INCLUDING
ALL SUCH  PROPERTIES  WHICH  ARE  OUTSIDE  THE STATE IN WHICH  CLAIMANT  AND ITS
SUBSIDIARIES  ARE ORGANIZED AND ALL  TRANSMISSION  OR PIPELINES WHICH DELIVER OR
RECEIVE ELECTRIC ENERGY OR GAS AT THE BORDERS OF SUCH STATE.

CLAIMANT TOGETHER WITH ITS PUBLIC UTILITY SUBSIDIARIES

The  properties  of Claimant  and PECO Energy Power  Company are located  within
Pennsylvania,  except that the Claimant holds a 42.59 percent ownership interest
in certain generating facilities located in Salem, NJ which presently consist of
942  megawatts  of nuclear  and 16  megawatts  of gas turbine  generation  as of
December 31, 1997.  Claimant is also joint operator of a reservoir  located near
Phillipsburg, NJ. The properties of Claimant's other public utility subsidiaries
are located  wholly  within  Maryland.  The location of the  principal  electric
generating  plants,  electric and gas transmission and distribution  facilities,
including all transmission or pipelines which deliver or receive electric energy
or gas at state  borders,  with the exception of the jointly owned  Keystone and
Conemaugh minemouth electric generating stations located near Johnstown, PA, and
the Salem plant.

The following  information,  unless otherwise  indicated,  is as of December 31,
1997:

The electric facilities of Claimant and its subsidiaries with a total net summer
capacity of 9,204 net megawatts,  include seventeen generating stations of which
2,877 megawatts are fossil-fired  steam; 845 megawatts are internal  combustion;
1,392  megawatts  are hydro;  and 4,090  megawatts  are nuclear.  The  seventeen
generating stations are interconnected  through transmission lines,  substations
and related facilities.

The electric  facilities  of Claimant  also include  87,234  conductor  miles of
transmission,  distribution and street lighting lines serving 1,583,005 electric
meters  installed on  customers'  premises.  Additional  bulk power  capacity is
available  to  Claimant  through  the  PJM  Interconnection,  L.L.C.  among  the
properties  of Claimant,  Pennsylvania  Power & Light  Company,  Public  Service
Electric  and Gas Company,  Baltimore  Gas and  Electric  Company,  Pennsylvania
Electric  Company,  Metropolitan  Edison  Company,  Jersey Central Power & Light
Company, Potomac Electric Power Company,  Atlantic Electric Company and Delmarva
Power and Light Company.  The maximum peak load (hourly demand) for the calendar
year 1997, on the facilities of Claimant and  subsidiaries  was 7,390  megawatts
which occurred on July 16, 1997.



<PAGE>


The  electricity  generating  plants of Claimant  and  subsidiary  companies  at
December 31, 1997 are as follows:
                                                                       
<TABLE>
<CAPTION>                                               NET SUMMER
NAME OF PLANT        LOCATION               TYPE (A)    CAPACITY -
 CLAIMANT                                               MEGAWATTS
<S>                  <C>                    <C>         <C>
Chester              Chester, PA on
                      Delaware River        G           39.0
Cromby               Phoenixville on
                      Schuylkill River      S, G, I    347.7
Delaware             Central Philadelphia
                      on Delaware River     S, G, I    312.7
Richmond             Northeast Philadelphia
                      on Delaware River     G           96.0
Schuylkill           Central Philadelphia
                      on Schuylkill River   S, G, I    200.8
Southwark            Southeast Philadelphia
                      on Delaware River     G           54.0
Eddystone            Eddystone, PA on
                      Delaware River        S, G     1,405.0
Peach Bottom Atomic  Near Delta, PA on
 Power Station        Susquehanna Riv       N          928.0
Keystone             Near Johnstown, PA     M, I       359.3
Muddy Run            13 miles up-stream
                      from Conowingo Dam on
                      the Susquehanna Riv.  HP         880.0
Conemaugh            Near Johnstown, PA     M, I       354.3
Moser Substation     Pottstown, PA          G           48.0
Falls Substation     Falls Twp. PA          G           50.0
Salem Gen. Station   Salem Co., NJ          N, G       958.0
Croydon              Bristol Twp., PA       G          373.0
Limerick             Limerick Twp.,
                      Montgomery Co., PA    N         2,220.0
Fairless Hill        Falls Twp., PA         G            60.0
Pennsbury            Falls Twp., PA         G             6.0
                                                      -------
     Total for Claimant's Stations                    8,691.8
PECO ENERGY POWER COMPANY
SUSQUEHANNA POWER COMPANY
Conowingo                       Near Conowingo, MD,
                                 on Susquehanna River   H           512.0
                                                                  -------
     Total for Claimant and Subsidiaries                          9,203.8
                                                                  =======

(A)      G = Gas Turbine
         S = Steam Turbine
         I = Internal Combustion
         N = Nuclear
         M = Mine-mouth, steam turbine
         HP= Hydro-Pumped Storage
         H = Hydro
</TABLE>

<PAGE>


The following summary shows the relationship of the principal properties by 
Claimant to those owned by subsidiaries,
<TABLE>

<CAPTION>
                             OWNED BY        OWNED BY
ELECTRIC PROPERTIES          CLAIMANT        SUBSIDIARIES     TOTAL

<S>                          <C>             <C>              <C>  
 Generating Capacity (MW)         8,692       512                  9,204
 Substation Transformer
  Capacity (KVA)             34,877,382       -0-             34,877,382

 Transmission and
  Distribution Lines -
  Conductor Mile                 87,140        94                 87,234

GAS PROPERTIES

 Liquefied Natural Gas
  Storage Capacity (MCF)      1,200,000       -0-              1,200,000
  Max. Daily Sendout
   (MCF/Day)                    157,000       -0-                157,000

 Propane-Air
  Storage Capacity
   (Gallons)                  1,980,000       -0-              1,980,000
  Max. Daily Sendout
   (MCF/Day)                     25,000       -0-                 25,000
  Distribution Main
   (Miles)                        5,458       -0-                  5,458
</TABLE>

In addition to the electric  generating  plants described  above,  Claimant owns
87,234  conductor miles of  transmission  and  distribution  lines including 891
conductor  miles of 500,000 volts,  1,634  conductor  miles of 220,000 volts, 15
conductor miles of 132,000 volts,  570 conductor  miles of 66,000 volts,  46,846
conductor miles of 33,000, 13,000 and 4,000 volts, and 37,278 conductor miles of
220-110 volts.

Claimant owns and operates 431 substations  with a total  installed  capacity of
34,877,382  KVA in  transformer  equipment and 123,000 KW in 25 cycle  frequency
converter equipment.

The  capacities  used in this  statement  are  nameplate  ratings,  except where
limited by  associated  equipment  or  operating  conditions,  in which case the
limited capacity is used.

Claimant's transmission lines make five connections with Public Service Electric
and Gas Company (New Jersey) at the  Pennsylvania-New  Jersey line: two near New
Hope, Pennsylvania,  one at Biles Island on the Delaware River near Morrisville,
Pennsylvania,  one  near  Bristol,  Pennsylvania  and  one on  the  Pennsylvania
Railroad Company bridge extending between Philadelphia, Pennsylvania and Camden,
New Jersey. Claimant's lines also connect with those of Delmarva Power and Light
Company at the Pennsylvania-Delaware line near Naamans,  Pennsylvania and at the
Pennsylvania-Maryland  state line near Pleasant Grove, Pennsylvania.  Connection
is also made with the Atlantic  City  Electric  Company at the  Pennsylvania-New
Jersey state line in Chester,  Pennsylvania.  Two  connections are made with the
Baltimore    Gas   and    Electric    Company    transmission    line   at   the
Pennsylvania-Maryland  state line near Delta,  Pennsylvania.  Connection also is
made with  Susquehanna  Power  Company,  a subsidiary  of the  Claimant,  at the
Pennsylvania-Maryland   state   line  near  Goat  Hill,   Pennsylvania   by  the
transmission  lines which the Claimant leases from its  subsidiary,  PECO Energy
Power Company. A line of PECO Energy Company connects with a line of Susquehanna
Power  Company  at  the  Pennsylvania-Maryland   state  line  near  Slate  Hill,
Pennsylvania.   Finally,   Claimant  is  interconnected  with  PP&L,  Inc.  near
Towamencin  and  Elroy,  Pennsylvania.  Provision  of open  access  transmission
service over these lines and all the transmission lines of the Claimant has been
delegated to an independent system operator.

<PAGE>

<TABLE>
<CAPTION>
GAS PLANTS

Claimant  owns and operates the  following  gate  stations  where natural gas is
received from suppliers:
                                   TRANS                                       
                       TEX.EAST    CONT.       LNG            PROPANE/AIR
STATION                MTR STAT.   MTR STAT.   FACILITIES     FACILITIES

<S>                           <C>      <C>     <C>             <C>
Buckingham                    *
Tilghman St., Chester         *        *
West Conshohocken             *        *       *               *
Ivyland                                *
Oreland                                *
Pottstown                              *
East Greenville               *
Kennett Square                         *
Coatesville                            *
Parkesburg                             *
U. S. Steel-Dolington                  *
Morrisville                            *
Cromby-Phoenixville           *
Lukens-Conshohocken           *
Corson-Plymouth Meeting       *
Planebrook                    *
Hatfield                      *
Merck-Worcester               *
Upper Providence              *
Eddystone                     *
Centerpoint                   *
Hershey Mill                  *
</TABLE>

Claimant owns and operates a natural gas  liquefaction and storage plant at West
Conshohocken, Pennsylvania, having the following characteristics:

Gross Liquefaction Capacity:  6600 MCF/Day (Net 6000 MCF/Day after
                                                                      boiloff)
Design Sendout Capacity:      157,000 MCF/Day
LNG Tank Capacity:            1,200,000 MCF of Natural Gas

Claimant also owns and operates a propane air peak shaving  facility at Chester,
Pennsylvania, having the following characteristics:

Design Capacity:              25,000 MCF/Day Propane - Air
On Site LPG Capacity:         Twenty-two 90,000 gallon tanks



<PAGE>


Claimant has contracts  with Texas  Eastern  Transmission  Corporation  (TETCO),
Transcontinental Gas Pipe Line Corporation (Transco), and storage services under
Service  Agreements  and  Tariffs  on  file  with  the  FERC.  Aggregate  annual
entitlements are approximately 55 million dekatherms for supply and 21.5 million
dekatherms for storage.
<TABLE>
<CAPTION>
                                                         MAXIMUM      
SUPPLY                    EXPIRATION    DAILY            ANNUAL

<S>                       <C>           <C>              <C>          
Direct Produce            3/01          219,884dth(w)    57,101,987dth
                                        125,533dth(s)

                                        MAXIMUM
STORAGE                   EXPIRATION    DAILY            CAPACITY

CNG GSS Storage Service   3/31/06       34,663 dth       3,326,029 dth
Equitrans SS-3 Storage    3/31/02       12,495           1,306,250
Texas Eastern SS-1A       4/30/00       43,601           2,616,030
Texas Eastern SS-1B       4/30/00       10,381             726,670
Texas Eastern SS-1C       4/30/00       12,419           1,466,737
Transco GSS Storage       3/31/92*      54,508           2,794,365
Transco WSS Storage       3/31/98       43,382           3,687,492
Transco S-2 Storage       Annual        31,142           2,800,347
Panhandle Eastern         3/01/15       30,511           2,745,990
  FS Storage
Transco ESS Emin. Stor.   10/31/13      37,539             264,320

                                        MAXIMUM
TRANSPORTATION            EXPIRATION    DAILY            USE

Equitrans STS             3/31/02       12,495           to SS-3
  Storage
Texas Eastern FT-1        10/31/99      35,000           Firm         
  Transport
Texas Eastern CDS         10/31/99      49,286           Firm         
  Transport
Texas Eastern FTS-2       3/31/02       13,486           From SS-3
                                                           Storage
Texas Eastern FTS-7       4/30/15       24,170           From CNG GSS
                                                           Storage
Texas Eastern FTS-8       4/30/15        9,850           From CNG GSS
                                                           Storage
Transco FT                4/31/06      154,278 (Nov-Mar) Firm     
Transport                              158,832 (Dec-Feb)                       

Panhandle Eastern         3/31/15       29,973 11/1-3/31 From FS
  EFT                                   14,043 5/1-10/31 Storage

Texas Eastern            10/31/15       29,210           From FS
  FT1                                                    Storage

Panhandle Eastern        10/31/15       29,913 (Dec-Mar) From FS
  LLFT                                  14,165 (Apr-Nov) Storage

<FN>
*Initial contract term expired  continuing subject to service agreement term and
FERC Section 7 certification.
</FN>
</TABLE>

In  addition  to the  pipeline  services  rendered  under the  above  contracts,
Claimant also  purchases  short-term  spot supplies on a best efforts basis from
various gas producers and gas marketing  companies.  During 1997,  total natural
gas throughput from all sources,  including transportation of customer-owned gas
delivered in the Commonwealth of Pennsylvania,  was  approximately  85.4 million
cubic feet.

The  maximum  one day sendout of Claimant  for  calendar  year 1997  occurred on
January 18 and amounted to 566,504,000 cubic feet of gas.


<PAGE>

PECO ENERGY POWER COMPANY AND SUSQUEHANNA POWER COMPANY

PECO Energy Power Company and its subsidiary, Susquehanna Power Company, own the
Conowingo  Hydroelectric Project, which they constructed under a federal license
dated  February  20,  1926,  issued by the Federal  Power  Commission  under the
Federal Water Power Act of 1920. The original  license expired in 1976 after its
50-year term was  completed.  A new license was issued  August 14, 1980 and will
expire  September 1, 2014.  This  expiration date is concurrent with the license
for the Claimant's Muddy Run Pumped Storage Project.  The common expiration date
was based on FERC's desire to provide for concurrent future  relicensing of both
projects since they are contiguous and are coordinated in operation.

Susquehanna  Power Company owns the dam, power plant and  substations  which are
located at Conowingo,  Maryland, on the Susquehanna River about four miles above
tidewater,  and also  owns the  portion  of the pool and  transmission  lines in
Maryland.   PECO  Energy  Power  Company  owns  the  portion  of  the  pool  and
transmission lines in Pennsylvania. These properties are operated under lease by
the affiliated company as described under Item 1.

The dam is of solid concrete masonry  construction  and is  approximately  4,650
feet  in  length,  including  the  powerhouse,   headworks,   regulating  gates,
gate-controlled  spillway  and  abutments.  The power  station has a total rated
installed  generating capacity of 512,000 kilowatts consisting of seven original
hydro-electric  generating  units each rated at 36,000 kilowatts  capacity,
andfour additional units installed in 1964 each rated at 65,000 kilowatts
capacity. The total  station  capacity has been reduced to 410 MW in the summer
season due to the water releases  required by FERC. The reservoir extends
upstream about 15 miles over land on which  licensee  subsidiaries  of the 
Claimant  have flowage rights.

There are two transmission  substations having a total rated capacity of 610,000
KVA.  One,  located on the roof of Conowingo  Station,  has a rated  capacity of
560,000 KVA and steps up the energy  generated at Conowingo  Station from 13,200
volts to 230,000 volts for  transmission  to the electric lines of the Claimant.
The other is a  13,200-33,000  volt  substation  with a rated capacity of 50,000
KVA, from which energy is supplied to Conowingo  Power Company,  an affiliate of
Delmarva Power and Light Company, and to the Claimant for distribution.

There are 63 circuit  miles of 220,000  volt  transmission  lines and 29 circuit
miles of 33,000 volt  transmission  lines. The 220,000 volt  transmission  lines
consist of two single  circuit  lines  supported  on steel  towers,  of which 42
circuit miles, from the Conowingo plant to the Maryland-Pennsylvania state line,
near Goat Hill,  Pennsylvania,  are owned by Susquehanna Power Company,  and the
balance of 21 circuit miles from the Maryland-Pennsylvania state line to a point
at the  boundary  between  West  Nottingham  and East  Nottingham  Townships  in
Pennsylvania   are  owned  by  PECO  Energy  Power  Company.   The  33,000  volt
transmission lines are owned by Susquehanna Power Company.

     3. THE  FOLLOWING  INFORMATION  FOR THE LAST  CALENDAR YEAR WITH RESPECT TO
CLAIMANT AND EACH OF ITS SUBSIDIARY PUBLIC UTILITY COMPANIES:

(A) NUMBER OF KWH OF ELECTRIC  ENERGY SOLD (AT RETAIL OR WHOLESALE),  AND MCF OF
NATURAL OR MANUFACTURED GAS DISTRIBUTED AT RETAIL.
<TABLE>
<CAPTION>

                           KWH SOLD (AT RETAIL OR WHOLESALE)
ELECTRIC SALES BY    INTERCOMPANY     OTHER                   TOTAL

<S>                  <C>              <C>                     <C>           
PECO Energy Co.       -               63,857,000,131(a)       63,857,000,131
PECO Energy
  Power Co.           -               -                       -
Susquehanna
   Power Co           -               -                       -
Susquehanna
   Electric          1,544,180,164    -                        1,544,180,164

<FN>
Note: (a) - Reflects gross deliveries including 1,926,828,000
            kilowatthours accounted for under the purchased and
            interchange power account.
</FN>

GAS SALES BY                       MCF OF GAS DISTRIBUTED AT RETAIL

PECO Energy Co.               54,994,523
</TABLE>

(B)   - NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR MANUFACTURED  GAS
      DISTRIBUTED  AT RETAIL  OUTSIDE  THE STATE IN WHICH  EACH SUCH  COMPANY IS
      ORGANIZED.

                                                        None

(C)   - NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR MANUFACTURED  GAS
      SOLD AT  WHOLESALE  OUTSIDE  THE  STATE  IN WHICH  EACH  SUCH  COMPANY  IS
      ORGANIZED, OR AT THE STATE LINE.



<PAGE>

<TABLE>
<CAPTION>

                            KWH SOLD (AT RETAIL OR WHOLESALE)
ELECTRIC SALES BY     INTERCOMPANY      OTHER                  TOTAL

<S>                   <C>               <C>                    <C>           
PECO Energy Co.       -                 30,820,369,744(a)      30,820,369,744
PECO Energy
  Power Co.           -                 -                      -
Susquehanna
   Power Co           -                 -                      -
Susquehanna
   Electric Co.       1,544,180,164     -                      1,544,180,164

<FN>
Note:       (a) - PECO  Energy  Company  also had a  delivery  of  1,926,828,000
            kilowatthours  of  energy  to the  Pennsylvania-New  Jersey-Maryland
            Interconnection,  some portion of which was sold at state lines, but
            the amount so sold cannot be  determined.  This energy is  accounted
            for using the purchased and interchange power account.
</FN>

GAS SALES BY                       MCF OF GAS DISTRIBUTED AT WHOLESALE

PECO Energy Co.                  None
</TABLE>

(D)  NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR
     MANUFACTURED GAS PURCHASED  OUTSIDE THE STATE IN WHICH EACH SUCH COMPANY IS
ORGANIZED, OR AT THE STATE LINE.
<TABLE>
<CAPTION>

                                   KWH PURCHASED AT STATE LINE
ELECTRIC
PURCHASES BY         INTERCOMPANY        OTHER              TOTAL

<S>                  <C>                 <C>                <C>          
PECO Energy Co.      1,544,180,164       3,000,000,000(a)*  4,544,180,164
PECO Energy
  Power Co.          -                   -                  -
Susquehanna
   Power Co.         -                   -                  -
Susquehanna
   Electric Co.      -                   -                  -

* Estimated
<FN>
Note:       (a) - PECO Energy Company also received 29,139,000,000 kilowatthours
            of energy from the Pennsylvania-New Jersey-Maryland Interconnection,
            a portion  of which was  purchased  at state  lines,  but the amount
            purchased  cannot be determined.  This energy is accounted for using
            the purchased and interchange power account.
</FN>
GAS PURCHASED BY                   MMCF OF GAS PURCHASED AT STATE LINE

PECO Energy Co.                 54,994,523
</TABLE>

<PAGE>


4. THE FOLLOWING  INFORMATION FOR THE REPORTING  PERIOD WITH RESPECT TO CLAIMANT
AND EACH INTEREST IT HOLDS DIRECTLY OR INDIRECTLY IN AN EWG OR A FOREIGN UTILITY
COMPANY, STATING MONETARY AMOUNTS IN UNITED STATES DOLLARS:

     (A) NAME, LOCATION, BUSINESS ADDRESS AND DESCRIPTION OF THE FACILITIES USED
BY THE EWG OR FOREIGN  UTILITY  COMPANY  FOR THE  GENERATION,  TRANSMISSION  AND
DISTRIBUTION  OF ELECTRIC  ENERGY FOR SALE OR FOR THE  DISTRIBUTION AT RETAIL OF
NATURAL OR MANUFACTURED GAS.

                                                        None

     (B) NAME OF EACH  SYSTEM  COMPANY  THAT  HOLDS AN  INTEREST  IN SUCH EWG OR
FOREIGN UTILITY COMPANY; AND DESCRIPTION OF THE INTEREST HELD.

                                                        None

     (C) TYPE AND AMOUNT OF CAPITAL  INVESTED,  DIRECTLY OR  INDIRECTLY,  BY THE
HOLDING  COMPANY  CLAIMING  EXEMPTION;  ANY DIRECT OR INDIRECT  GUARANTEE OF THE
SECURITY OF THE EWG OR FOREIGN UTILITY  COMPANY BY THE HOLDING COMPANY  CLAIMING
EXEMPTION;  AND ANY  DEBT OR  OTHER  FINANCIAL  OBLIGATION  FOR  WHICH  THERE IS
RECOURSE,  DIRECTLY OR INDIRECTLY,  TO THE HOLDING COMPANY CLAIMING EXEMPTION OR
ANOTHER SYSTEM COMPANY, OTHER THAN THE EWG OR FOREIGN UTILITY COMPANY.

                                                        None

     (D)  CAPITALIZATION  AND  EARNINGS  OF THE EWG OR FOREIGN  UTILITY  COMPANY
DURING THE REPORTING PERIOD.

                                                        None

     (E) IDENTIFY ANY SERVICE, SALES OR CONSTRUCTION CONTRACT(S) BETWEEN THE EWG
OR FOREIGN UTILITY COMPANY AND A SYSTEM COMPANY, AND DESCRIBE THE SERVICES TO BE
RENDERED OR GOODS SOLD AND FEES OR REVENUES UNDER SUCH AGREEMENT(S).

                                                        None


<PAGE>


                                                      EXHIBITS

     Exhibit A -  Consolidated  statement  of income and  retained  earnings  of
Claimant and its subsidiary  companies for the calendar year 1997, together with
a consolidated  balance sheet of Claimant and its subsidiary companies as of the
close of such calendar year.

     Exhibit B - Financial Data Schedule.

     Exhibit C - Not Applicable.

     *****************************************************************



<PAGE>


                                   SIGNATURES


The  above-named  Claimant has caused this  statement to be duly executed on its
behalf by its authorized officer on this 27th day of February 1998.



                               PECO Energy Company
                               2301 Market Street
                             Philadelphia, PA 19103


                                                         /s/ J. Barry Mitchell
                                                        ------------------------
                                                        Vice President - Finance
                                                             and Treasurer



CORPORATE SEAL


Attest:


       /s/ K. K. Dodd
- -----------------------------
     Corporate Secretary


Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:




            J. Barry Mitchell       Vice President - Finance and Treasurer
       ------------------------------------------------------------------
                 (Name)                         (Title)



                         PECO Energy Company 2301 Market
                   Street, PO Box 8699, Philadelphia, PA 19101
        ----------------------------------------------------------------
                                (Mailing Address)




<TABLE>
                                      PECO Energy Company Subsidiary Companies
                                          Consolidating Statement of Income
                                        Twelve Months Ended December 31, 1997
                                                 (Thousands of Dollars)

                                                                  Exhibit A
                                                                   1 of 28
                                                                               
<CAPTION>                                                            PECO
                                   Consol.                  Comb.   Energy
                                   Totals     Eliminations  Totals   Co.
                                 ----------  ------------  ------- -----
Operating Revenues
<S>                              <C>         <C>           <C>     <C>
 Electric                        $4,166,669  $43,837   $4,210,506  $4,166,078
 Gas                                451,232        -      451,232     451,232
 Nonutility Subsidies                65,270        -       65,270           -
                                 ----------  -------   ----------  ----------
   Total Operatingvenues          4,683,171   43,837    4,727,008   4,617,310
                                 ----------  -------   ----------  ----------
Operating Expenses
 Fuel and Energy Inter.           1,355,953        -    1,355,953   1,315,979
 Operating and Maint.             1,455,886   43,837    1,499,723   1,423,326
 Depreciation                       581,265        -      581,265     578,934
 Taxes Other Than Incom             310,284        -      310,284     307,459
                                 ---------- --------    ---------   ---------
   Total Operating Expes          3,703,388   43,837    3,747,225   3,625,698
                                  --------- --------    ---------   ---------
Operating Income                    979,783        -      979,783     991,612
                                  --------- --------    ---------   ---------
Other Income and Deductions
 Interest Charges                  (372,929) (34,040)    (406,969)   (376,931)
   Company Obligated Mandatorily
     Redeemable Preferred
     Securities of a Partnership,
     which holds Solely
     Subordinated Debentures of the
     Company                        (28,990)       -      (28,990)    (28,990)
   Allowance for Funds Used During
     Construction                    21,770        -       21,770      21,000
   Settlement of Salem Litigation
                                     69,849        -       69,849      69,849
Equity in Earnings of Subsidiary
   Companies                              -  (23,658)     (23,658)    (21,702)
Other, Net                          (48,158)  34,040      (14,118)    (37,987)
                                    --------- ---------    --------  --------
Total Other Income and Deductions
                                   (358,458) (23,658)    (382,116)   (374,761)
                                  --------- ---------    --------    --------
Income Before Income Taxes and
 Extraordinary Item                 621,325  (23,658)     597,667     616,851
                                   --------- ---------    --------   --------
Income Taxes                        284,767         -      284,767    289,415
                                   --------- ---------    --------   --------
Income Before Extraordinary Item
                                    336,558   (23,658)     312,900    327,436
                                     --------- ----------   --------  --------
Extraordinary Item               (1,833,664)        -   (1,833,664)(1,824,542)
                                    ---------- ----------  --------- ---------
Net (Loss)/Income               $(1,497,106) $(23,658) $(1,520,764) $(1,497,106)
                                 ============ ========== ========== ==========
</TABLE>


<PAGE>


<TABLE>
                                       PECO Energy Company Subsidiary Companies
                                           Consolidating Statement of Income
                                        Twelve Months Ended December 31, 1997
                                                  (Thousands of Dollars)

                                                                                                                    Exhibit A
                                                                                                                    2 of 28


<CAPTION>
                                     PECO
                                 Energy   Susq.     Susq.
                                 Power    Power     Electric   PECO Energy
                                 Company  Company   Company    Wireless
                                 -------- --------- --------   ----------
Operating Revenues
<S>                              <C>      <C>       <C>        <C>            
   Electric                      $  1,073 $ 17,217  $ 26,138   $     -
   Gas                                  -        -         -         -
   Nonutility Subsidiaries              -        -         -         -
                                 --------  -------  --------   --------
     Total Operating Revenues       1,073   17,217    26,138         -
                                 --------  -------  --------   --------
Operating Expenses
   Fuel and Energy Interchange          -        -         -         -
   Operating and Maintenance            -        -    25,937         -
   Depreciation                        45     1,615        -         -
   Taxes Other Than Income            209     2,361       60         -
                                 --------   -------   ------    -------
     Total Operating Expenses         254     3,976   25,997         -
                                 --------   -------   ------    -------
Operating Income                      819    13,241      141         -
                                 --------   -------   ------    -------
Other Income and Deductions
   Interest Charges                    (6)       (5)      (4)        -
   Company Obligated Mandatorily
     Redeemable Preferred
     Securities of a Partnership,
     which holds Solely
     Subordinated Debentures of the
     Company                            -         -        -         -
   Allowance for Funds Used During
     Construction                       -       770        -         -
   Settlement of Salem Litigation
                                        -         -        -         -
Equity in Earnings of Subsidiary
   Companies                          786         -        -         -
Other, Net                              -       130      106   (10,022)
                                    -----     -----      ---   -------
Total Other Income and Deductions     780       895      102   (10,022)
                                    -----     -----      ---   --------

Income Before Income Taxes and
   Extraordinary Item               1,599    14,136      243   (10,022)
                                    -----    ------      ---   --------
Income Taxes                          302     5,093      176    (3,508)
                                    -----    ------      ---   --------
Income Before Extraordinary Item
                                    1,297     9,043       67    (6,514)
                                    -----    ------      ---   --------
Extraordinary Item                   (328)   (8,257)    (537)        -
                                    -----    ------     ----   --------
Net (Loss) / Income                 $ 969    $  786    $(470)  $(6,514)
                                    =====    ======    =====   =======
</TABLE>

<PAGE>


<TABLE>
                                       PECO Energy Company Subsidiary Companies
                                           Consolidating Statement of Income
                                        Twelve Months Ended December 31, 1997
                                                 (Thousands of Dollars)

                                                                      Exhibit A
                                                                      3 of 28

<CAPTION>
                                       PECO        Eastern
                           PECO        Energy Cap. Pennsylvania
                           Energy Cap. Limited     Devel. Company  Adwin
                           Corporation Partnership --------------  Realty Co.
                           ----------- -----------                 ----------
Operating Revenues
<S>                       <C>          <C>         <C>             <C>     
   Electric               $    -       $    -      $    -          $    -
   Gas                         -            -           -               -
   Nonutility Subsidiaries     -            -                       2,141
                          --------     -------     -------        --------
     Total Operating Rev       -            -           -           2,141
                          --------     -------     -------        --------
Operating Expenses
   Fuel and Energy Inter.      -            -           -               -
   Operating and Maintenance   8          170           1           4,765
   Depreciation                -            -           -              56
   Taxes Other Than Income     -            -           -             124
                          --------     -------     -------        --------
     Total Operating Exp.      8          170           1           4,945
                          --------     -------     -------        --------
Operating Income              (8)        (170)         (1)         (2,804)
                          --------     -------     -------        --------
Other Income and Deductions
   Interest Charges            -      (29,953)          -             (70)
   Company Obligated Mandatorily
     Redeemable Preferred
     Securities of a Partnership,
     which holds Solely
     Subordinated Debentures of the
     Company                   -            -           -               -
   Allowance for Funds Used During
     Construction              -            -           -               -
   Settlement of Salem Litigation
                               -            -           -               -
Equity in Earnings of Subsidiary
   Companies                (236)           -      (2,506)              -
Other, Net                 4,149       29,887           -               -
                          ------       ------      -------       ---------
Total Other Inc and Ded    3,913         (66)      (2,506)            (70)
                          ------       ------      -------       ---------

Income Before Income Taxes and
   Extraordinary Item      3,905        (236)      (2,507)         (2,874)
                          ------       ------      -------       ---------
Income Taxes               1,366           -            -             629
                          ------       ------      -------       ---------
Income Before Extraordinary Item
                           2,539        (236)      (2,507)         (3,503)
                          ------       ------      -------       ---------
Extraordinary Item             -            -            -              -
                          ------       ------      -------       ---------
Net (Loss) / Income      $ 2,539       $(236)      $(2,507)      $ (3,503)
                         =======       ======      ========      =========
</TABLE>

<PAGE>


<TABLE>
                                       PECO Energy Company Subsidiary Companies
                                           Consolidating Statement of Income
                                        Twelve Months Ended December 31, 1997
                                                 (Thousands of Dollars)

                                                                   Exhibit A
                                                                     4 of 28


<CAPTION>
                                          Energy       Eastern
                           Adwin Equip    Perform.    Pennsylvania   Horizon
                             Company      Services    Exploration    Energy Co
                           ------------   Incorp.      Company       ---------
                                         ---------    -----------
Operating Revenues
<S>                        <C>          <C>          <C>           <C>     
   Electric                $   -        $   -        $   -         $      -
   Gas                         -            -            -                -
   Nonutility Subsidiaries 2,627        16,270           -           39,414
                           -----        ------        ---------    ---------
     Total Operating Rev   2,627        16,270           -           39,414
                           -----        ------        ---------    ---------
Operating Expenses
   Fuel and Energy Inter.      -             -           -           39,974
   Operating and Maintenance 121        17,299           4           16,144
   Depreciation               18           571           -                -
   Taxes Other Than Income    58             -           -                -
                           -----        -------       ---------      -------
     Total Operating Exp.    197        17,870           4           56,118
                           -----        -------       ---------      -------
Operating Income           2,430        (1,600)         (4)         (16,704)
                           -----        ------        ---------      -------
Other Income and Deductions
   Interest Charges            -             -           -                -
   Company Obligated Mandatorily
     Redeemable Preferred
     Securities of a Partnership,
     which holds Solely
     Subordinated Debentures of the
     Company                   -                         -                -
   Allowance for Funds Used During
     Construction              -             -           -                -
   Settlement of Salem Litigation
                               -             -           -                -
Equity in Earnings of Subsidiary
   Companies                   -             -           -                -
Other, Net                     -          (169)          -                -
                            -----        -------      --------        -------
Total Other Income and Ded.    -          (169)          -                -
                            -----        -------      --------        -------

Income Before Income Taxes and
   Extraordinary Item      2,430        (1,769)         (4)         (16,704)
                           -----         -------      --------       --------
Income Taxes                  97          (433)          4           (5,829)
                           -----         -------      --------       --------
Income Before Extra. Item  2,333        (1,336          (8)         (10,875)
                           -----         -------      --------       --------
Extraordinary Item             -             -           -                -
                           -----         -------      --------       --------
Net (Loss) / Income       $2,333       $(1,336)     $   (8)       $ (10,875)
                          ======        ========      ========      =========
</TABLE>


<PAGE>


<TABLE>
                                       PECO Energy Company Subsidiary Companies
                                           Consolidating Statement of Income
                                        Twelve Months Ended December 31, 1997
                                                 (Thousands of Dollars)

                                                                  Exhibit A
                                                                    5 of 28


<CAPTION>
                                                                     Energy
                                                                    Trading
                                                  Exelon            Company
                                          --------------      -------------
Operating Revenues
<S>                                           <C>                <C>     
   Electric                                   $      -           $      -
   Gas                                               -                  -
   Nonutility Subsidiaries                       4,818                  -
                                        --------------     --------------
     Total Operating Revenues                    4,818                  -
                                        --------------     --------------
Operating Expenses
   Fuel and Energy Interchange                       -                  -
   Operating and Maintenance                    11,948                  -
   Depreciation                                     26                  -
   Taxes Other Than Income                          13                  -
                                        --------------     --------------
     Total Operating Expenses                   11,987                  -
                                        --------------     --------------
Operating Income                                (7,169)                 -
                                        --------------     --------------
Other Income and Deductions
   Interest Charges                                  -                  -
   Company Obligated Mandatorily
     Redeemable Preferred Securities
     of a Partnership, which holds
     Solely Subordinated Debentures
     of the Company
                                                     -                  -
   Allowance for Funds Used During
     Construction                                    -                  -
   Settlement of Salem Litigation
                                                     -                  -
Equity in Earnings of Subsidiary
   Companies                                         -                  -
Other, Net                                           -               (212)
                                        --------------     --------------
Total Other Income and Deductions                    -               (212)
                                        --------------     --------------
Income Before Income Taxes and
   Extraordinary Item                           (7,169)              (212)
                                         -------------      -------------
Income Taxes                                    (2,471)               (74)
                                         -------------      -------------
Income Before Extraordinary Item
                                                (4,698)              (138)
                                         -------------      -------------
Extraordinary Item                                   -                  -
                                         -------------      -------------
Net (Loss) / Income                    $        (4,698)     $        (138)
                                         =============      =============
</TABLE>


<PAGE>


<TABLE>
                                      PECO Energy Company and Subsidiaries
                    Consolidating Statement of Unappropriated Retained Earnings
                                    Twelve Months Ended December 31, 1997
                                             (Thousands of Dollars)
                                                                 Exhibit A
                                                                  6 of 28




<CAPTION>
                                                                      PECO
                                Consol.                  Combined    Energy
                                Totals     Eliminations  Totals      Company
                                -------    ------------  --------    -------
<S>                             <C>        <C>           <C>         <C>        
Balance at January 1, 1997      $1,127,041 $        -   $ 1,127,041 $ 1,171,539

Additions:
   Net Income for twelve  months  ended  December 31, 1997  excluding  Equity in
   Earnings of Subsidiary Companies)
                                (1,497,106)         -    (1,497,106) (1,475,404)

Dividends Received from
   Subsidiary Companies                  -     (2,399        (2,399)     (4,517)
                                 ---------      -----     ---------   ---------
     Total Additions            (1,497,106)    (2,399)   (1,499,505) (1,479,921)
                                 ---------      -----     ---------   ---------
Deductions:
   Expenses in Connection with
       Issuance of Preferred Stock
                                       (98)         -           (98)          -

   Cash Dividend Declared
     Preferred Stock                 16,805         -        16,805      16,805
     Common Stock                   400,578    (2,399)      398,179     400,578

Divestment/Other                          -         -             -           -

Stock Repurchase Forward Interest
                                      4,889         -         4,889       4,889

Issuance of Stock
   Long-Term Incentive Plan               -         -             -           -
                                      ------    ------     --------      -----
     Total Deductions                422,174   (2,399)      419,775     422,272
                                     -------    ------     --------     -------
Balance at December 31, 1997       $(792,239)  $    -     $(792,239)  $(730,654)
                                    ========    ======     ========    ========
</TABLE>


<PAGE>


<TABLE>
                                           PECO Energy Company and Subsidiaries
                    Consolidating Statement of Unappropriated Retained Earnings
                                         Twelve Months Ended December 31, 1997
                                                 (Thousands of Dollars)
                                                                    Exhibit A
                                                                    7 of 28



<CAPTION>
                                PECO
                                Energy    Susquehanna   Susquehanna    PECO
                                Power     Power         Electric       Energy
                                Company   Company       Company        Wireless
                                -------   ----------    -----------    -------
<S>                            <C>        <C>           <C>            <C>  
Balance at January 1, 1997     $  948     $  6,446      $    6         $   78

Additions:
   Net Income for twelve  months  ended  December 31, 1997  excluding  Equity in
   Earnings of Subsidiary Companies)
                                  183          786        (470)        (6,514)
Dividends Received from
   Subsidiary Companies         9,166            -           -              -
                               ------     --------      -------       --------
     Total Additions            9,349          786        (470)        (6,514)
                               ------     --------      -------       ---------
Deductions:
   Expenses in Connection with
       Issuance of Preferred Stock
                                    -            -           -              -

   Cash Dividend Declared
     Preferred Stock                -            -           -              -
     Common Stock               9,693        9,166           -              -

Divestment/Other

Stock Repurchase Forward Interest
                                    -            -           -              -

Issuance of Stock
   Long-Term Incentive Plan         -            -           -              -
                                ------       ------      ------         -------
     Total Deductions            9,693        9,166          -              -
                                ------       ------      ------         -------
Balance at December 31, 1997   $   604      $(1,934)    $ (464)        $(6,436)
                               =======      =======     =======       =========
</TABLE>

<PAGE>


<TABLE>
                                         PECO Energy Company and Subsidiaries
                    Consolidating Statement of Unappropriated Retained Earnings
                                        Twelve Months Ended December 31, 1997
                                                (Thousands of Dollars)

                                                                    Exhibit A
                                                                      8 of 28

<CAPTION>
                                                                      PECO
                               PECO          Energy       Eastern
                               Energy        Capital      Pennsylvania   Adwin
                               Capital       Limited       Development   Realty
                               Corporation   Partnership    Company        Co.
                               ------------- ------------ ------------   ------
<S>                            <C>           <C>          <C>         <C>
Balance at January 1, 1997     $    (25)     $ (10,656)   $ 3,370     $(14,891)

Additions:
   Net Income for twelve  months  ended  December 31, 1997  excluding  Equity in
   Earnings of Subsidiary Companies)
                                  2,775           (236)        (1)      (3,503)

Dividends Received from
   Subsidiary Companies               -              -     (3,524)           -
                                  ------     ---------     --------    --------
     Total Additions               2,775          (236)    (3,525)      (3,503)
                                  ------     ---------     --------    --------
Deductions:
   Expenses in Connection with
       Issuance of Preferred Stock
                                       -           (98)         -            -

   Cash Dividend Declared
     Preferred Stock                                            -            -
     Common Stock                  2,231             -     (3,524)           -

Divestment/Other                       -             -          -            -

Stock Repurchase Forward Interest
                                       -             -          -            -

Issuance of Stock
   Long-Term Incentive Plan            -             -          -            -
                                  -------      ---------   -------     --------
     Total Deductions               2,231          (98)    (3,524)           -
                                  -------      ---------   -------     --------
Balance at December 31, 1997     $    519     $ (10,794)  $ 3,369     $(18,394)
                                 ========      =========   =======     ========
</TABLE>


<PAGE>


<TABLE>
                                        PECO Energy Company and Subsidiaries
                     Consolidating Statement of Unappropriated Retained Earnings
                                       Twelve Months Ended December 31, 1997
                                                (Thousands of Dollars)

                                                                    Exhibit A
                                                                     9 of 28


<CAPTION>
                         (Sub of EPDC)   Energy        Eastern
                             Adwin       Performance   Pennsylvania   Horizon
                             Equip       Services      Exploration    Energy
                             Co.         Incorp.       Company        Company
                         ------------    ------------  ---------      -------
<S>                        <C>           <C>           <C>            <C>       
Balance at January 1, 1997 $ (5,857)     $ (5,831)     $(16,433)      $   (248)

Additions:
   Net Income for twelve  months  ended  December 31, 1997  excluding  Equity in
   Earnings of Subsidiary Companies)
                              2,333        (1,336)           (8)       (10,875)

Dividends Received from
   Subsidiary Companies           -             -             -              -
                              ------      --------     ---------      ---------
     Total Additions           2,333       (1,336)           (8)       (10,875)
                              ------      --------     ---------      ---------
Deductions:
   Expenses in Connection with
       Issuance of Preferred Stock
                                   -            -             -              -

   Cash Dividend Declared
     Preferred Stock               -            -             -              -
     Common Stock             (3,524)           -       (16,441)             -

Divestment/Other                   -            -             -              -

Stock Repurchase Forward Interest
                                   -            -             -              -

Issuance of Stock
   Long-Term Incentive Plan        -            -             -              -
                              -------      --------     ---------      --------
     Total Deductions          (3,524)          -       (16,441)             -
                              -------      --------     ---------      --------
Balance at December 31, 1997  $     -     $(7,167)      $     -       $(11,123)
                              =======     =========     =========      ========
</TABLE>


<PAGE>

<TABLE>
                                         PECO Energy Company and Subsidiaries
                    Consolidating Statement of Unappropriated Retained Earnings
                                       Twelve Months Ended December 31, 1997
                                               (Thousands of Dollars)

                                                                    Exhibit A
                                                                    10 of 28


<CAPTION>
                                                                  (Sub of PECO)
                                                    Energy            Adwin
                                                    Trading          Equipment
                                  Exelon            Company           Company
                                  -----------       ------------   ----------
<S>                               <C>               <C>            <C>   
Balance at January 1, 1997        $  (1,405)        $     -        $    -

Additions:
   Net Income for twelve  months  ended  December 31, 1997  excluding  Equity in
   Earnings of Subsidiary Companies)
                                     (4,698)           (138)             -

Dividends Received from
   Subsidiary Companies                   -                         (3,524)
                                     --------       ---------       --------
     Total Additions                 (4,698)           (138)        (3,524)
                                     --------       ---------       --------
Deductions:
   Expenses in Connection with
       Issuance of Preferred Stock
                                          -               -              -

   Cash Dividend Declared
     Preferred Stock                      -               -              -
     Common Stock

Divestment/Other                          -               -              -

Stock Repurchase Forward Interest
                                          -               -              -

Issuance of Stock
   Long-Term Incentive Plan               -               -              -
                                      -------       --------       --------
     Total Deductions                     -               -              -
                                      -------       --------       --------
Balance at December 31, 1997        $ 6,103)      $    (138)      $  (3,524)
                                    ========      ==========      ==========
</TABLE>


<PAGE>


<TABLE>
                  PECO Energy Company and Subsidiary Companies
                           Consolidating Balance Sheet
                                December 31, 1997
                             (Thousands of Dollars)

                                                                    Exhibit A
                                                                    11 of 28


<CAPTION>
                                                                      PECO
                                 Consolidted            Combined      Energy
                                   Totals      Elimin.  Totals      Company
                                 -----------   -------  -------     -------
Assets

Utility Plant, at Original Cost
<S>                          <C>             <C>       <C>         <C>        
 Electric - Trans & Dist     $ 3,617,666     $     -   $ 3,617,666 $ 3,476,269
 Electric - Generation         1,434,895           -     1,434,895   1,434,895
 Gas                           1,071,819           -     1,071,819   1,071,819
 Common                          331,926           -       331,926     302,672
                             -----------     -------   -----------  ----------
                               6,456,306           -     6,456,306   6,285,655
 Less:  Accum. Prov. for Depr. 2,693,085           -     2,693,085   2,655,995
                             -----------     -------   -----------   ---------
                               3,763,221           -     3,763,221   3,629,660
Nuclear Fuel, Net                147,359           -       147,359     147,359
Construction Work in Progress    611,204           -       611,204     604,169
Leased Property, Net             175,933           -       175,933     175,933
                             -----------     -------   -----------   -----------
     Net Utility Plant         4,697,717           -     4,697,717   4,557,121
                             -----------     -------   -----------   -----------

Current Assets
 Cash and Temp Cash Invest.       41,350           -        41,350      31,617
   Accounts Receivable, net
     Customers                   191,666           -       191,666     173,350
     Other                       141,125     395,066       536,191     109,142
   Inventories, at Average Cost
     Fossil Fuel                  85,842           -        85,842      84,858
     Materials and Supplies       90,969           -        90,969      90,684
   Def.Gen. Costs Rcvr.in Rates  424,497           -       424,497     424,497
   Deferred Energy Costs - Gas    35,665           -        35,665      35,665
   Other                          22,963           -        22,963      19,852
                               ----------    --------    ----------   ---------
     Total Current Assets      1,034,077     395,066     1,429,143     969,665
                               ----------    --------    ----------   ---------

Deferred Debits and Other Assets
   Compet. Transition Charge   5,274,624           -     5,274,624   5,274,624
   Rcvrble Def.Income Taxes      590,872           -       590,872     588,131
   Deferred Limerick Costs             -           -             -           -
   Deferred Non-pension Postretirement Benefit Costs
                                  97,409           -        97,409      97,409
   Investments                   485,064           -       485,064     392,440
   Investments in Sub. Cos.            -     452,157       452,157     306,232
   Loss on Reacquired Debt        83,918           -        83,918      83,918
   Other                         126,692           -       126,692     118,519
                               ---------    ---------    ----------  ----------
    Tot.Def.Dbts & Othr Assts  6,658,579     452,157     7,110,736   6,861,273
                              ----------    ---------    ----------  ----------
   Total                     $12,390,373   $ 847,223   $13,237,596 $12,388,059
                             ===========   =========   =========== ===========
</TABLE>


<PAGE>


<TABLE>
                  PECO Energy Company and Subsidiary Companies
                           Consolidating Balance Sheet
                                December 31, 1997
                             (Thousands of Dollars)

                                                                    Exhibit A
                                                                     12 of 28

<CAPTION>
                                             PECO
                                             Energy     Susq.   Susq.   PECO
                                             Power      Pwr.    Elec.   Energy
                                             Company    Co.     Co.    Wireless
                                             ---------  ------  -----  ---------
Assets

Utility Plant, at Original Cost
<S>                                          <C>     <C>       <C>    <C>     
   Electric - Transmission & Distribution    $ 6,103 $135,294  $   -  $      -
   Electric - Generation                           -        -      -         -
   Gas                                             -        -      -         -
   Common                                          -        -      -         -
                                             ------- --------  -----     ----- 
                                               6,103  135,294      -         -
     Less:  Accumulated Provision for Depr.      689   34,140      -         -
                                             ------- --------  -----     -----
                                               5,414  101,154      -         -
Nuclear Fuel, Net                                  -        -      -         -
Construction Work in Progress                      -    7,035      -         -
Leased Property, Net                               -        -      -         -
                                             -------  -------  -----     -----
     Net Utility Plant                         5,414  108,189      -         -
                                             -------  -------  -----     -----

Current Assets
   Cash and Temporary Cash Investments           235      609     73         1
   Accounts Receivable, net
     Customers                                     -        -      -         -
     Other                                      (644)   1,248  3,192    30,567
   Inventories, at Average Cost
     Fossil Fuel                                   -        -      -         -
     Materials and Supplies                        -        -    206         -
   Deferred Generation Costs Recoverable in Rates  -        -      -         -
   Deferred Energy Costs - Gas                     -        -      -         -
   Other                                          30      153     80         -
                                              ------    -----  -----    ------
     Total Current Assets                       (379)   2,010  3,551    30,568
                                              ------    -----  -----    ------

Deferred Debits and Other Assets
   Competitive Transition Charge                   -        -      -         -
   Recoverable Deferred Income Taxes              30     2,106     -         -
   Deferred Limerick Costs                         -         -     -         -
   Deferred Non-pension Postretirement Benefit Costs
                                                   -         -     -         -
   Investments                                   385     1,113     -    71,040
   Investments in Subsidiary Companies        91,829         -     -         -
   Loss on Reacquired Debt                         -         -     -         -
   Other                                           -        87  (354)        -
                                             -------    ------  -----    -----
     Total Deferred Debits and Other Assets   92,244      3,306 (354)   71,040
                                             -------    ------  ----- --------
   Total                                    $ 97,279    $13,505 $3,197 $101,608
                                           =========    ======= ====== ======= 
</TABLE>


<PAGE>


<TABLE>
                      PECO Energy Company and Subsidiaries
                           Consolidating Balance Sheet
                                December 31, 1997
                             (Thousands of Dollars)

                                                                    Exhibit A
                                                                    13 of 28
<CAPTION>
                                                  PECO      East.
                                        PECO      Energy    Penn.     Adwin
                                        Capit.    Capital   Devel.    Realty
                                        Corp.     Partner.  Comp.     Company
                                        --------  --------  -------  ---------
Assets

Utility Plant, at Original Cost       
<S>                                     <C>       <C>       <C>       <C>      
   Electric - T & D                     $     -   $      -  $      -  $     -
   Electric - Generation                      -          -         -        -
   Gas                                        -          -         -        -
   Common                                     -          -         -   19,220
                                        -------   --------  --------  -------
                                              -          -         -   19,220
     Less:  Accumulated Provision for Depr.   -          -         -      388
                                        -------   --------  --------  -------
                                              -          -         -   18,832
                                        -------   --------  --------  -------
Nuclear Fuel, Net                             -          -         -        -
Construction Work in Progress                 -          -         -        -
Leased Property, Net                          -          -         -        -
                                        -------   --------  --------  -------
     Net Utility Plant                        -          -         -   18,832
                                        -------   --------  --------  -------

Current Assets
   Cash and Temporary Cash Investments      831          8         2    2,094
   Accounts Receivable, net
     Customers                                -          -         -    1,640
     Other                               31,382    360,175       192      187
   Inventories, at Average Cost
     Fossil Fuel                              -          -         -        -
     Materials and Supplies                   -          -         -        -
   Deferred Gen. Costs Rcvrble in Rates       -          -         -        -
   Deferred Energy Costs - Gas                -          -         -        -
   Other                                      -          -         -        -
                                         -------   -------    ------    -----
     Total Current Assets                 32,213   360,183       194    3,921
                                         -------   -------    ------    -----

Deferred Debits and Other Assets
   Competitive Transition Charge               -         -         -        -
   Recoverable Deferred Income Taxes           -         -         -        -
   Deferred Limerick Costs                     -         -         -        -
   Deferred Non-pension Postretirement Benefit Costs
                                               -         -         -        -
   Investments                                 -         -        28    4,297
   Investments in Subsidiary Companies    21,136         -    32,960        -
   Loss on Reacquired Debt                     -         -         -        -
   Other                                       -     2,764     2,428        -
                                          ------     -----    ------    -----
     Total Def. Debits and Other Assets   21,136     2,764    35,416    4,297
                                          ------     -----    ------    -----
   Total                                 $53,349  $362,947   $35,610  $27,050
                                         =======  ========   =======  =======
</TABLE>


<PAGE>


<TABLE>
                      PECO Energy Company and Subsidiaries
                           Consolidating Balance Sheet
                                December 31, 1997
                             (Thousands of Dollars)


                                                                   Exhibit A
                                                                   14 of 28
<CAPTION>
                                             Energy
                                             Performance                Horizon
                                             Services                   Energy
                                             Incorporated     Exelon    Company
                                             ------------     --------  -------
Assets

Utility Plant, at Original Cost
<S>                                          <C>              <C>       <C>    
   Electric - T & D                          $      -         $     -   $    -
   Electric - Generation                            -               -        -
   Gas                                              -               -        -
   Common                                       8,985             622        -
                                             --------         -------   ------
                                                8,985             622        -
     Less:  Accumulated Provision for Depr.     1,735              25        -
                                             --------         -------   ------
                                                7,250             597        -
Nuclear Fuel, Net                                   -               -        -
Construction Work in Progress                       -               -        -
Leased Property, Net                                -               -        -
                                             --------         -------   ------
     Net Utility Plant                          7,250             597        -
                                             --------         -------   ------

Current Assets
   Cash and Temporary Cash Investments            837              14    2,465
   Accounts Receivable, net                         -               -        -
     Customers                                  4,350           2,010   10,316
     Other                                        391              30        -
   Inventories, at Average Cost
     Fossil Fuel                                    -             984        -
     Materials and Supplies                         -               -       79
   Deferred Generation Costs Recoverable in Rates   -               -        -
   Deferred Energy Costs - Gas                      -               -        -
   Other                                            -           2,660      156
                                               ------         -------   -------
     Total Current Assets                       5,578           5,698   13,016
                                               ------         -------   ------

Deferred Debits and Other Assets
   Competitive Transition Charge                    -               -        -
   Recoverable Deferred Income Taxes                -             605        -
   Deferred Limerick Costs                          -               -        -
   Deferred Non-pension Postretirement Benefit Costs
                                                    -               -        -
   Investments                                  3,600               -      171
   Investments in Subsidiary Companies              -               -        -
   Loss on Reacquired Debt                          -               -        -
   Other                                        3,248               -        -
                                              -------           ------   ------
     Total Deferred Debits and Other Assets     6,848             605      171
                                              -------           ------   ------
   Total                                    $  19,676         $ 6,900  $13,187
                                            =========          =======  ======
</TABLE>


<PAGE>


<TABLE>
                      PECO Energy Company and Subsidiaries
                           Consolidating Balance Sheet
                                December 31, 1997
                             (Thousands of Dollars)

                                                                 Exhibit A
                                                                 15 of 28
<CAPTION>
                                                 (Sub of PECO)
                                                    Adwin           Energy
                                                  Equipment          Trading
                                                    Company          Company
                                                 ------------     ------------
Assets

Utility Plant, at Original Cost
<S>                                             <C>                 <C>      
   Electric - Transmission & Distribution       $       -           $       -
   Electric - Generation                                -                   -
   Gas                                                  -                   -
   Common                                             427                   -
                                              ------------        ------------
                                                      427                   -
     Less:  Accumulated Provision for Depreciation    113                   -
                                              ------------        ------------
                                                      314                   -
Nuclear Fuel, Net                                       -                   -
Construction Work in Progress                           -                   -
Leased Property, Net                                    -                   -
                                              ------------        ------------
     Net Utility Plant                                314                   -
                                              ------------        ------------

Current Assets
   Cash and Temporary Cash Investments              2,534                  30
   Accounts Receivable, net
     Customers                                          -                   -
     Other                                            329                   -
   Inventories, at Average Cost
     Fossil Fuel                                        -                   -
     Materials and Supplies                             -                   -
   Deferred Generation Costs Recoverable in Rates       -                   -
   Deferred Energy Costs - Gas                          -                   -
   Other                                               32                   -
                                               ------------        ------------
     Total Current Assets                           2,895                  30
                                               ------------        ------------

Deferred Debits and Other Assets
   Competitive Transition Charge                        -                   -
   Recoverable Deferred Income Taxes                    -                   -
   Deferred Limerick Costs                              -                   -
   Deferred Non-pension Postretirement Benefit Costs
                                                        -                   -
   Investments                                     11,802                 188
   Investments in Subsidiary Companies                  -                   -
   Loss on Reacquired Debt                              -                   -
   Other                                                -                   -
                                              ------------        ------------
     Total Deferred Debits and Other Assets        11,802                 188
                                              ------------        ------------
   Total                                    $      15,011        $        218
                                             ============        ============
</TABLE>


<PAGE>


<TABLE>
                  PECO Energy Company and Subsidiary Companies
                           Consolidating Balance Sheet
                                December 31, 1997
                             (Thousands of Dollars)

                                                                   Exhibit A
                                                                   16 of 28

<CAPTION>
                                                                    PECO
                                     Consol.              Combined  Ener.
                                     Totals    Elimin.    Totals    Co.
                                     --------  --------   --------- ----
Capitalization and Liabilities
Capitalization
Common Shareholders' Equity
<S>                                  <C>        <C>       <C>        <C>
   Common Stock                      $3,517,731 $ 182,790 $3,700,521 $3,517,731
   Other Paid-In Capital                  1,239   348,636    349,875     1,239
   Retained Earnings                   (792,239)  (79,329)  (871,568) (781,964)
                                     ---------- --------- ---------- ---------
                                      2,726,731   452,097  3,178,828 2,737,006

Preferred and Preference Stock
   Without Mandatory Redemption         137,472         -    137,472   137,472
   With Mandatory Redemption             92,700         -     92,700    92,700
Minority Interest in Preferred Securities of Subsidiaries
                                        352,085         -    352,085         -
Long-Term Debt                        3,859,620   360,175  4,219,795 4,213,316
Advance from Subsidiary Companies             -    31,442     31,442    31,382
                                      ---------   -------  --------- ---------
     Total Capitalization             7,168,608   843,714  8,012,322 7,211,876
                                      ---------   -------  --------- ---------

Current Liabilities
   Notes Payable, Bank                  405,260         -    405,260   401,500
   Long-Term Debt Due Within One Year   248,048         -    248,048   247,087
   Cap. Lease Oblig. Due W/I One Year    58,873         -     58,873    55,808
   Accounts Payable                     328,710     3,509    332,219   309,907
   Taxes Accrued                         61,641         -     61,641    65,655
   Deferred Income Taxes                185,741         -    185,741   185,696
   Interest Accrued                      77,911         -     77,911    77,911
   Dividend Payable                      16,969         -     16,969    16,969
   Other                                261,009         -    261,009   259,686
                                       --------    -------  --------  --------
     Total Current Liabilities        1,644,162      3,509 1,647,671 1,620,219
                                      ---------    ------- --------- ---------

Deferred Credits and Other Liabilities
   Capital Lease Obligations            120,125          -   120,125   120,125
   Deferred Income Taxes              2,298,611          - 2,298,611 2,279,787
   Unamortized Investment Tax Credits   318,065          -   318,065   317,147
   Pension Obligation                   211,596          -   211,596   210,738
   Non-Pension Postret. Benef. Obli.    324,850          -   324,850   324,258
   Other                                304,356          -   304,356   303,909
                                      ---------     ------ --------- ---------
     Total Def. Cred. and Other Liab. 3,577,603          - 3,577,603 3,555,964
                                      ---------     ------ --------- ---------
   Total                            $12,390,373   847,223 13,237,596 12,388,059
                                    ===========   ======= ========== =========
</TABLE>


<PAGE>


<TABLE>
                  PECO Energy Company and Subsidiary Companies
                           Consolidating Balance Sheet
                                December 31, 1997
                             (Thousands of Dollars)

                                                                    Exhibit A
                                                                     17 of 28

<CAPTION>
                                        PECO
                                        Energy     Susq.      Susq.    PECO
                                        Power      Power      Elect.   Energy
                                        Company    Company    Company  Wireless
                                       --------   --------   -------   -------
Capitalization and Liabilities
Capitalization
Common Shareholders' Equity
<S>                                   <C>         <C>       <C>       <C>       
   Common Stock                       $24,600     $ 47,047  $   10    $111,029
   Other Paid-In Capital               73,740       46,715   1,050           -
   Retained Earnings                   (1,332)      (1,934)   (463)     (6,437)
                                      --------    --------- -------   --------
                                       97,008       91,828     597     104,592

Preferred and Preference Stock
   Without Mandatory Redemption             -            -       -           -
   With Mandatory Redemption                -            -       -           -
Minority Interest in Preferred Securities of Subsidiaries
                                            -            -       -           -
Long-Term Debt                              -            -       -           -
Advance from Subsidiary Companies           -            -      60           -
                                      --------    --------- -------    -------
     Total Capitalization               97,008       91,828    657     104,592
                                      --------    --------- -------    -------

Current Liabilities
   Notes Payable, Bank                       -            -      -           -
   Long-Term Debt Due Within One Year        -            -      -           -
   Capital Lease Oblig. Due Within One Year  -            -      -           -
   Accounts Payable                       (844)         520    789           -
   Taxes Accrued                           446        4,669   (115)     (4,535)
   Deferred Income Taxes                     -            -      -           -
   Interest Accrued                          -            -      -           -
   Dividend Payable                          -            -      -           -
   Other                                    10            -    761           -
                                      ---------     -------- ------    -------
     Total Current Liabilities            (388)       5,189  1,435      (4,535)
                                      ---------     -------- ------    --------

Deferred Credits and Other Liabilities
   Capital Lease Obligations                 -            -      -           -
   Deferred Income Taxes                   659       15,570   (525)      1,551
   Unamortized Investment Tax Credits        -          918      -           -
   Pension Obligation                        -            -    858           -
   Non-Pension Postret. Benefits Oblig.      -            -    592           -
   Other                                     -            -    180           -
                                      ---------     -------- ------    -------
     Total Def. Cred. and Other Liab.      659       16,488  1,105       1,551
                                      ---------     -------- ------    -------
   Total                              $ 97,279      $113,505$3,197    $101,608
                                      =========     ======== ======   ========
</TABLE>



<PAGE>


<TABLE>
                  PECO Energy Company and Subsidiary Companies
                           Consolidating Balance Sheet
                                December 31, 1997
                             (Thousands of Dollars)

                                                                    Exhibit A
                                                                    18 of 28


<CAPTION>
                                                                              
                                     PECO       Energy      Eastern
                                     Energy     Capital     Penna.      Adwin
                                     Capital    Limited     Develop.    Realty
                                     Corp.      Partner.    Company     Company
                                     --------   -------     --------    --------
Capitalization and Liabilities
Capitalization
Common Shareholders' Equity
<S>                                  <C>        <C>         <C>         <C>    
   Common Stock                      $    -     $      -    $     1     $     1
   Other Paid-In Capital             53,014       21,656     54,015      43,814
   Retained Earnings                      -      (10,794)   (22,190)    (18,399)
                                     -------    --------     ------      ------
                                     53,014       10,862     31,826      25,416

Preferred and Preference Stock
   Without Mandatory Redemption           -            -          -          -
   With Mandatory Redemption              -            -          -          -
Minority Interest in Preferred Securities of Subsidiaries
                                          -      352,085          -          -
Long-Term Debt                            -            -      3,600          -
Advance from Subsidiary Companies         -            -          -          -
                                     -------    --------     ------      ------
     Total Capitalization             53,014     362,947     35,426      25,416
                                     -------    --------     ------      ------

Current Liabilities
   Notes Payable, Bank                     -           -          -          -
   Long-Term Debt Due Within One Year      -           -          -          -
   Cap. Lease Oblig. Due Within One Year   -           -          -          -
   Accounts Payable                      (16)          -         22        179
   Taxes Accrued                         351           -          1          907
   Deferred Income Taxes                   -           -          -          -
   Interest Accrued                        -           -          -          -
   Dividend Payable                        -           -          -          -
   Other                                   -           -        161        391
                                      --------    -------    --------    -------
     Total Current Liabilities           335           -        184      1,477
                                      --------    -------    --------    ------

Deferred Credits and Other Liabilities
   Capital Lease Obligations               -           -          -          -
   Deferred Income Taxes                   -           -          -        157
   Unamortized Investment Tax Credits      -           -          -          -
   Pension Obligation                      -           -          -          -
   Non-Pens.Postretirement Benef. Oblig.   -           -          -          -
   Other                                   -           -          -          -
                                      --------    -------    --------    ------
     Total Defer. Cred. and Other Liab.    -           -          -       157
                                      --------    -------    --------   ------
   Total                              $ 53,349   $362,947    $35,610    $27,050
                                     =========   ========    ========   =======
</TABLE>


<PAGE>

<TABLE>
                  PECO Energy Company and Subsidiary Companies
                           Consolidating Balance Sheet
                                December 31, 1997
                             (Thousands of Dollars)

                                                                 Exhibit A
                                                                 19 of 28
<CAPTION>
                                         Energy
                                         Performance                 Horizon
                                         Services                    Energy
                                         Incorporated    Exelon      Company
                                         ------------    ---------   -----------
Capitalization and Liabilities
Capitalization
Common Shareholders' Equity
<S>                                     <C>             <C>           <C>       
   Common Stock                         $        1      $        -    $      100
   Other Paid-In Capital                    14,710          11,361       9,900
   Retained Earnings                        (7,167)         (6,103)    (11,123)
                                       ------------     ------------- ---------
                                             7,544           5,258      (1,123)

Preferred and Preference Stock
   Without Mandatory Redemption                  -               -           -
   With Mandatory Redemption                     -               -           -
Minority Interest in Preferred Securities of Subsidiaries
                                                 -               -           -
Long-Term Debt                               2,879               -           -
Advance from Subsidiary Companies                -               -           -
                                       ------------     ------------- ---------
     Total Capitalization                   10,423           5,258      (1,123)
                                       ------------     ------------- ---------

Current Liabilities
   Notes Payable, Bank                       3,760               -           -
   Long-Term Debt Due Within One Year          961               -           -
   Capital Lease Oblig. Due Within One Year  3,065               -           -
   Accounts Payable                              -           1,498      19,942
   Taxes Accrued                                 -              13      (5,677)
   Deferred Income Taxes                         -               -          45
   Interest Accrued                              -               -           -
   Dividend Payable                              -               -           -
   Other                                         -               -           -
                                        ------------   ------------- ----------
     Total Current Liabilities               7,786           1,511      14,310
                                        ------------   ------------- ----------

Deferred Credits and Other Liabilities
   Capital Lease Obligations                     -               -           -
   Deferred Income Taxes                     1,369              22           -
   Unamortized Investment Tax Credits            -               -           -
   Pension Obligation                            -               -           -
   Non-Pension Postretirement Benefits Oblig.    -               -           -
   Other                                        98             109           -
                                        ------------   ------------- ----------
     Total Def. Credits and Other Liab.      1,467             131           -
                                        ------------   ------------- ----------
   Total                             $      19,676    $      6,900   $  13,187
                                        ============   ============= ==========
</TABLE>

<PAGE>


<TABLE>
                  PECO Energy Company and Subsidiary Companies
                           Consolidating Balance Sheet
                                December 31, 1997
                             (Thousands of Dollars)

                                                                  Exhibit A
                                                                  20 of 28

<CAPTION>
                                            (Sub of PECO)
                                                   Adwin             Energy
                                               Equipment            Trading
                                                 Company            Company
                                            ------------      -------------
Capitalization and Liabilities
Capitalization
Common Shareholders' Equity
<S>                                         <C>                 <C>       
   Common Stock                             $        1          $        -
   Other Paid-In Capital                        18,231                 430
   Retained Earnings                            (3,524)               (138)
                                            ------------       -------------
                                                14,708                 292

Preferred and Preference Stock
   Without Mandatory Redemption                      -                   -
   With Mandatory Redemption                         -                   -
Minority Interest in Preferred Securities of Subsidiaries
                                                     -                   -
Long-Term Debt                                       -                   -
Advance from Subsidiary Companies                    -                   -
                                            ------------       -------------
     Total Capitalization                       14,708                 292
                                            ------------       -------------

Current Liabilities
   Notes Payable, Bank                               -                   -
   Long-Term Debt Due Within One Year                -                   -
   Capital Lease Obligations Due Within One Year     -                   -
   Accounts Payable                                222                   -
   Taxes Accrued                                     -                 (74)
   Deferred Income Taxes                             -                   -
   Interest Accrued                                  -
   Dividend Payable                                  -                   -
   Other                                             -                   -
                                              ------------       -------------
     Total Current Liabilities                     222                 (74)
                                              ------------       -------------

Deferred Credits and Other Liabilities
   Capital Lease Obligations                         -                   -
   Deferred Income Taxes                            21                   -
   Unamortized Investment Tax Credits                -                   -
   Pension Obligation                                -                   -
   Non-Pension Postretirement Benefits Obligation    -                   -
   Other                                            60                   -
                                              ------------       -------------
     Total Deferred Credits and Other Liabilities   81                   -
                                              ------------      -------------
   Total                                     $  15,011          $      218
                                             ============       =============
</TABLE>



<PAGE>

                                                                    Exhibit A
                                                                     21 of 28

<TABLE>
                  PECO Energy Company and Subsidiary Companies
                 Consolidating Statement of Income Eliminations
                      Twelve Months Ended December 31, 1997
                             (Thousands of Dollars)


<CAPTION>
Elimination No. 1                           Debit              Credit
- -----------------                         ----------          ----------
<S>                                         <C>      
Operating Revenue                           $  43,837
                                                               <C>      
     Operating Expense                                         $  43,837

For eliminating  intercompany  transactions  with respect to sales of energy and
rentals, as follows:

                                            Operating           Operating
                                             Revenue            Expenses
                                            ----------          ----------
Susquehanna Power Company                   $  17,217
         Rental of generating and transmission facilities to
         Susquehanna Electric Company
                                                                $  17,217

Susquehanna Electric Company                   25,815
         Sales of electric energy to PECO Energy Company
                                                                   25,815

PECO Energy Power Company                         805
         Rental of transmission facilities to PECO Energy Company
                                                                      805
                                            ----------           ----------

                                            $  43,837           $  43,837
                                            ==========           ==========
</TABLE>


<PAGE>


                                                                  Exhibit A
                                                                  22 of 28
<TABLE>
                  PECO Energy Company and Subsidiary Companies
                 Consolidating Statement of Income Eliminations
                      Twelve Months Ended December 31, 1997
                             (Thousands of Dollars)


<CAPTION>
Elimination No. 2                                 Debit             Credit
- -----------------                             ------------       ------------
<S>                                           <C>      
Other, Net                                    $  10,382
                                                                 <C>      
     Interest Charges                                            $  34,040
     Equity in Earnings of Subsidiary Companie                     (23,658)
</TABLE>
<TABLE>
For  eliminating  intercompany  items in  connection  with interest on notes and
subsidiary earnings as follows:

<S>                                    <C>       <C>             <C>Equity in
                                                                 Earnings of
                                       Other     Interest         Subsidiary
                                       Income    Charges          Companies
                                       -------   ---------       ------------
                            
PECO Energy Company                    $     4   $     -         $      -
     Interest from Susq. Elec. Co.                     4                -

PECO Energy Capital Corporation          4,149         -                -
     Interest from PECO Energy Capital Limited Partnership
                                             -        66                -
     Interest from PECO Energy Company       -     4,083                -

PECO Energy Capital Limited Partnership 29,887         -                -
     Interest from PECO Energy Company       -    29,887                -

PECO Energy Company                    (21,702)        -                -
     Equity in Earnings of Subsidiary Companies
     PECO Energy Power Company               -         -              969
     Susquehanna Electric Company            -         -             (470)
     PECO Energy Wireless                    -         -           (6,514)
     PECO Energy Capital Corporatio          -         -            2,539
     Eastern Pennsylvania Development Co.    -         -           (2,507)
     Eastern Pennsylvania Exploration Co.    -         -               (8)
     Horizon Energy Company                  -         -          (10,875)
     Exelon                                  -         -           (4,698)
     Energy Trading Company                  -         -             (138)

PECO Energy Capital Corporation           (236)        -                -
     Equity in Earnings of Subsidiary Co.
     PECO Energy Capital Ltd. Partnership    -         -             (236)

PECO Energy Power Company                  786         -                -
     Equity in Earnings of Subsidiary Company
     Susquehanna Power Company               -         -              786

Eastern Pennsylvania Development Co.    (2,506)        -                -
     Equity in Earnings of Subsidiary Companies
     Adwin Realty Company                    -         -           (3,503)
     Adwin Equipment Company                 -         -            2,333
     Energy Performance Services Inc.        -         -           (1,336)
                                     ---------- ----------       ----------
                                     $   10,382 $ 34,040       $  (23,658)
                                     ========== ==========     ============
</TABLE>



<PAGE>


                                                                 Exhibit A
                                                                  23 of 28

<TABLE>
                  PECO Energy Company and Subsidiary Companies
                          Note to Financial Statements
                                December 31, 1997
                             (Thousands of Dollars)


<CAPTION>
1.  Utility Plant in the balance sheet consists of the following:

                                                Company          Consolidated
                                             -------------      -------------
Plant at Original Cost
<S>                                             <C>              <C>       
     Electric - Transmission & Distribution     $3,476,369       $3,617,666

     Electric - Generation                       1,434,895        1,434,895

Gas                                              1,071,819        1,071,819

Common, Used in All Services                       302,672          331,926
                                               ------------     -------------
                                                $6,285,655       $6,456,306
                                               ------------     -------------
</TABLE>


<PAGE>


                                                                 Exhibit A
                                                                  24 of 28

<TABLE>
                  PECO Energy Company and Subsidiary Companies
                            Schedule of Capital Stock
                                December 31, 1997

<CAPTION>
                                  Number of Shares                Amount
                              -------------------------         -----------

                             Authorized        Outstanding    (In Thousands)
                            -----------        -----------    --------------
PECO Energy Company
   Preferred Stock - No Par
      Cumulative (Note)
<S>      <C>                 <C>                 <C>                <C>        
         $7.48 Series        500,000             500,000            $    50,000
         $6.12 Series        927,000             927,000                 92,700
         $4.68 Series        150,000             150,000                 15,000
         $4.40 Series        274,720             274,720                 27,472
         $4.30 Series        150,000             150,000                 15,000
         $3.80 Series        300,000             300,000                 30,000
         Unclassified     12,698,280                   -                      -
                          ----------         -----------            -----------
   Total Preferred Stock  15,000,000           2,301,720                230,172
                          ----------         -----------            -----------
Common Stock - No Par    500,000,000         222,546,562              3,517,731
                         -----------         -----------            -----------
Total Capital Stock                                                 $ 3,747,903
                                                                    ===========


<FN>
Note: Redeemable,  at the option of the Company, at the following dollar amounts
per share, plus accrued dividends:

          $4.68 Series - $104.00                      $4.30 Series - $102.00
          $4.40 Series - $112.50                      $3.80 Series - $106.00

          $7.48 Series - $103.74 beginning April 1, 2003
</FN>
</TABLE>


<PAGE>


                                                                   Exhibit A
                                                                    25 of 28
<TABLE>
                  PECO Energy Company and Subsidiary Companies
                           Schedule of Long-Term Debt
                                December 31, 1997
                             (Thousands of Dollars)

<CAPTION>
                                                                   Due Within
                                                                     One Year
                                        Long-Term                (Included in
                                             Debt             Long-Term Debt)
                                     ------------             ---------------
PECO Energy Company
   First and Refunding Mortgage Bonds
<S>   <C>                           <C>                         <C>       
      5-3/8%  Series due 1998       $  225,000                  $  225,000
      7-1/2%  Series due 1999          250,000                           -
      9-1/4%  Series due 1999           75,000                           -
      5-5/8%  Series due 2001          250,000                           -
      7-3/8%  Series due 2001           80,000                           -
      8%      Series due 2002          200,000                           -
      7-1/2%  Series due 2002          100,000                           -
      7-1/8%  Series due 2002          200,000                           -
      6-1/2%  Series due 2003          200,000                           -
      6-5/8%  Series due 2003          250,000                           -
      6-3/8%  Series due 2005           75,000                           -
      10-1/4% Series due 2007           40,625                       4,063
      7-3/8%  Series due 2021           90,000                           -
      7.60%   Series due 2021           27,030                           -
      6.70%   Series due 2021          160,560                           -
      6-5/8%  Series due 2022           29,540                           -
      8-1/4%  Series due 2022          250,000                           -
      8-5/8%  Series due 2022          125,000                           -
      8-3/4%  Series due 2022          150,000                           -
      7-1/8%  Series due 2023          200,000                           -
      7-3/4%  Series due 2023          100,000                           -
      7-3/4%  Series due 2023          250,000                           -
      7-1/4%  Series due 2024          225,000                           -
      Floating Rate Delaware County     50,000                           -
      Floating Rate Delaware County     50,000                           -
      Floating Rate Delaware County     50,000                           -
      Floating Rate Salem County         4,200                           -
                                    ------------                ------------
                                     3,706,955                     229,063
   Medium-Term Notes                    62,400                      12,400
   Notes Payable-Accts Rcvbl Agree     128,999                           -
   Notes Payable-Banks                  15,574                       5,624
   Pollution Control Notes             212,705                           -
   Unamortized Premium on L-T Debt           6                           -
   Unamortized Discount on L-T Debt    (26,411)                          -
                                    ------------                ------------
Total PECO Energy Company          $ 4,100,228                 $   247,087
                                    ============                ============
</TABLE>


<PAGE>






                                                                    Exhibit A
                                                                     26 of 28
<TABLE>
                  PECO Energy Company and Subsidiary Companies
                    Consolidating Balance Sheet Eliminations
                                December 31, 1997
                             (Thousands of Dollars)

<CAPTION>
Elimination 1                             Debit     Credit
- -------------                            --------  -------
<S>                                      <C>     
Capital Stock - Sub. Cos., Consol.       $182,790
                                                                           
   Investments in Capital Stock of                 <C>
   Subsidiary Companies, Consolidated              $182,790

For  eliminating  investments of PECO Energy  Company and Subsidiary Companies,
consolidated, in Capital Stock of Subsidiary Companies as follows:
                                         Stated Value
                                         of Capital Stock        Investment of
                                         --------------       Owning Company
                                                              --------------
Susquehanna Power Company                    $ 47,047             $      -
PECO Energy Power Company                      24,600               47,047
Susquehanna Electric Company                       10                    -
PECO Energy Capital Limited Partnership             -                    -
PECO Energy Capital Corporation                     -                    -
Adwin Realty Company                                1                    -
Energy Performance Services Incorporated            1                    -
Eastern Pennsylvania Development Company            1                    -
Adwin Equipment Company                             1                    -
Horizon Energy Company                            100                    -
PECO Energy Wireless                          111,029                    -
PECO Energy Company                                 -              135,743
                                             --------             --------
                                             $182,790             $182,790
                                             ========             ========
</TABLE>
<TABLE>

<CAPTION>
Elimination No. 2                               Debit              Credit
- -----------------                            --------            --------
<S>                                          <C>     
Paid-In Capital - Subsid. Cos., Consol.      $348,636
                                                                 <C>     
   Investments in Paid-In Capital of Sub.                        $348,636
      Companies, Consolidated


For  eliminating  investments of PECO Energy  Company and Subsidiary  Companies,
consolidated, in Paid-In Capital of Subsidiary Companies as follows:
                                             Paid-In           Investment of
                                             Capital           Owning Company
                                             ----------        --------------
Susquehanna Power Company                   $  46,715            $     -
PECO Energy Power Company                      73,740             46,715
Susquehanna Electric Company                    1,050                  -
PECO Energy Capital Limited Partnership        21,656                  -
PECO Energy Capital Corporation                53,014             21,656
Adwin Realty Company                           43,814                  -
Energy Performance Services Incorporated       14,710                  -
Eastern Pennsylvania Development Company       54,015             58,524
Adwin Equipment Company                        18,231                  -
PECO Energy Wireless                                -                  -
Horizon Energy Company                          9,900                  -
Exelon                                         11,361                  -
Energy Trading Company                            430                  -
PECO Energy Company                                 -            221,741
                                             ----------         ----------
                                             $348,636           $348,636
                                             ==========         ==========
</TABLE>


<PAGE>


                                                                  Exhibit A
                                                                   27 of 28
<TABLE>
                  PECO Energy Company and Subsidiary Companies
                    Consolidating Balance Sheet Eliminations
                                December 31, 1997
                             (Thousands of Dollars)

<CAPTION>
Elimination 3                                    Debit             Credit
- -------------                                  ---------          ---------
<S>                                            <C>      
Invest.in Ret. Earn. of Sub. Cos., Consol.     $(79,329)
                                                                   <C>       
   Retained Earnings - Subsidiary Companies, Consolidated          $ (79,329)

For  eliminating  investments of PECO Energy  Company and Subsidiary  Companies,
consolidated, in Retained Earnings of Subsidiary Companies as follows:
                                                 Retained        Investment of
                                                 Earnings       Owning Company
                                             -------------       --------------
Susquehanna Power Company                      $  (1,934)          $       -
PECO Energy Power Company                         (1,332)             (1,934)
Susquehanna Electric Company                        (463)                  -
PECO Energy Capital Limited Partnership             (519)                  -
PECO Energy Capital Corporation                        -                (519)
Energy Trading Company                              (138)                  -
Adwin Realty Company                             (18,399)                  -
Energy Performance Services Incorporated          (7,167)                  -
Eastern Pennsylvania Development Company         (22,190)            (25,566)
Adwin Equipment Company                           (3,524)                  -
PECO Energy Wireless                              (6,437)                  -
Horizon Energy Company                           (11,123)                  -
Exelon                                            (6,103)                  -
PECO Energy Company                                    -             (51,310)
                                              -------------       -------------
                                               $ (79,329)          $ (79,329)
                                              =============       =============
</TABLE>



<TABLE>
<CAPTION>
Elimination No. 4                              Debit            Credit
- -----------------                            ---------         ---------
<S>                                            <C>     
L-T Debt - Advances from Sub. Cos., Consol.    $ 31,442
L-T Debt - Debentures from Sub. Coms., Consol.  360,175
                                                                <C>     
    Accounts Receivable - Associated Companies, Consolidated    $391,557
    Investments in Indebtedness of Subsidiary Companies, Consolidated
                                                                      60

For  eliminating  investments of PECO Energy  Company and Subsidiary  Companies,
consolidated, in indebtedness of Subsidiary Companies as follows:
                                                Other Accounts
                                                  Receivable     Investment of
                          Advances   Debentures   ------------   Owning Company
                          --------   ----------                  --------------
Susq Elec Co              $     60   $      -   $      -         $       -
PECO Eng. Cap. Ltd. Part.        -          -    360,175                 -
PECO Eng. Cap. Corp.             -          -     31,382                 -
PECO Energy Company         31,382    360,175          -                60
                           -------   ----------  ----------     -------------
                          $ 31,442   $ 360,175  $391,557       $        60
                          ========   ==========  ==========     =============
</TABLE>


<PAGE>


                                                                  Exhibit A
                                                                  28 of 28
<TABLE>
                  PECO Energy Company and Subsidiary Companies
                    Consolidating Balance Sheet Eliminations
                                December 31, 1997
                             (Thousands of Dollars)


<CAPTION>
Elimination No. 5                     Debit         Credit
- -----------------                   --------      --------
<S>                                   <C>    
Accounts Payable -
 Associated Companies, Consolidated   $ 3,509
   Accounts Receivable - Assoc. Cos.,
   Consolidated
                                                    <C>    
                                                    $ 3,509

For adjusting and eliminating intercompany Accounts Receivables and Payables, as
follows:

                                                    Accounts       Accounts
                                                    Payable        Receivable
                                                    ---------      ----------
<S>                                                 <C>            <C>
Susquehanna Power Company                           $  (254)       $  1,248
PECO Energy Power Company                              (832)           (749)
Susquehanna Electric Company                          1,647           2,787
PECO Energy Capital Corporation                         (14)              -
PECO Energy Capital Limited Partnership                   -               -
PECO Energy Company                                   2,962            (258)
PECO Energy Wireless                                      -             481
                                                    ---------      ----------
                                                    $ 3,509        $  3,509
                                                    =========      ==========
</TABLE>




<TABLE> <S> <C>

<ARTICLE> OPUR3
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                             15285102000
<TOTAL-OPERATING-REVENUES>                  4308774000
<NET-INCOME>                                 517205000
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission