SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U5B
REGISTRATION STATEMENT
Filed Pursuant to Section 5 of the
Public Utility Holding Company Act of 1935
Exelon Energy Delivery Company, LLC
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Name of Registrant
Name, Title And Address Of Officer To Whom Notices
And Correspondence Concerning This Statement Should Be Addressed
Randall E. Mehrberg
Senior Vice President & General Counsel
Exelon Corporation
10 South Dearborn Street
37th Floor
Chicago, Illinois 60603
Glossary of Defined Terms
Act Public Utility Holding Company Act of 1935, as amended
ComEd Commonwealth Edison Company
Commission Securities and Exchange Commission
Exelon Energy Delivery Exelon Energy Delivery Company, LLC
Exelon Enterprises Exelon Enterprises Company, LLC
Exelon Exelon Corporation
Exelon Generation Exelon Generation Company, LLC
Exelon Ventures Exelon Ventures Company, LLC
Financing U-1 The Form U-1 Application/Declaration filed by Exelon
Corporation, et al. in File No. 70-9693
Merger U-1 The Form U-1 Application/Declaration filed by Exelon
Corporation in File No. 70-9645
N/A Not applicable or not available
PECO PECO Energy Company
SECO Susquehanna Electric Company
Unicom Unicom Corporation
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REGISTRATION STATEMENT
1. Exact Name of Registrant: Exelon Energy Delivery Company, LLC
2. Address of Principal Executive Offices: 10 South Dearborn Street
37th Floor
Chicago, Illinois 60603
3. Name and address of Chief Accounting Officer: Jean H. Gibson
Vice President and
Corporate Controller
Exelon Corporation,
10 South Dearborn Street
37th Floor
Chicago, Illinois 60603
4. Certain information as to the registrant and each subsidiary
company thereof:
Exelon Energy Delivery Company, LLC & Subsidiaries
Name of Company Organization State Type of Business
--------------- ------------ ----- ----------------
Exelon Energy Delivery Company, LLC LLC DE Holding Company
Commonwealth Edison Company C-Corp IL Electric Utility
Commonwealth Edison Company of Indiana, Inc. C-Corp IN Energy-related
ComEd Financing I Trust DE Financing
ComEd Financing II Trust DE Financing
ComEd Funding, LLC LLC DE Financing
ComEd Transitional Funding Trust Trust DE Financing
Commonwealth Research Corporation C-Corp IL Energy/Utility related
Edison Development Company C-Corp DE Real Estate
Edison Development Canada Inc. C-Corp Canada Land Development
Edison Finance Partnership Ptrshp Canada Financing
PECO Energy Company C-Corp PA Electric and Gas Utility
PECO Energy Capital Corp. C-Corp DE Financing
PECO Energy Capital, LP LP DE Financing
PECO Energy Capital Trust II Trust DE Financing
PECO Energy Captial Trust III Trust DE Financing
PECO Energy Transition Trust SBT DE Financing
ExTel, LLC LLC DE Financing
PECO Finance LP DE Financing
ATNP Finance Company C-Corp DE Financing
PEC Financial Services, LLC LLC PA Financing
Adwin Realty Company C-Corp PA Real Estate
Ambassador II Joint Venture Ptrshp PA Real Estate
Bradford Associates Ptrshp PA Real Estate
Franklin Town Towers Associates Ptrshp PA Real Estate
Henderson Ambassador Associates Ptrshp PA Real Estate
Riverwatch Ptrshp PA Real Estate
Route 724 Ptrshp PA Real Estate
Signa Ptrshp PA Real Estate
East Coast Natural Gas Cooperative, LLP LLC DE Energy-related
Horizon Energy Company C-Corp PA Inactive (Energy-related)
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BUSINESS
5. (a) The general character of the business done by the registrant and its
subsidiaries, separated as between the holding companies, public utility
subsidiaries (as defined in the Act) and the various non-utility
subsidiaries.
Information regarding the general business of Exelon Energy Delivery and
its subsidiaries can be found in the following document: Item 1 of the
Annual Report of Exelon on Form 10-K for the year ended December 31, 2000
(File No. 1-16169), which is incorporated by reference herein.
(b) Any substantial changes which may have occurred in the general
character of the business of such companies during the preceding five
years.
Information regarding any substantial changes which may have occurred
in the general character of the business of Exelon Energy Delivery and
its subsidiaries during the preceding five years can be found in
Exelon's form 10-K for 2000 and PECO's 10-Ks for each of the previous
five years (File No. 1-1401) and Unicom's form 10-K for the years 1996
-1999 (File No. 1-11375) which were previously filed with the
Commission and are incorporated by reference herein.
PROPERTY
6. Describe briefly the general character and location of the principal
plants, properties, and other important physical units of the registrant
and its subsidiaries, showing separately (a) public utility and (b) other
properties. If any principal plant or important unit is not held in fee, so
state and describe how held.
See Item 2 of the Annual Report of Exelon on Form 10-K for the year
ended December 31, 2000 (File No. 1-16169).
INTERSTATE TRANSACTIONS
7. For each public utility company in the holding company system of the
registrant which is engaged in the transmission of electric energy or gas
in interstate commerce, furnish the following information for the last
calendar year:
Electric Energy Gas
Total Annual Sales KWh Mcf
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Interstate Transactions:
Name of State
Delivered Out of State
Received from Out of State
ComEd, ComEd of Indiana, SECO and PECO have on file with the
FERC their respective 2000 FERC Form 1 which includes
information regarding the transmission of electric energy. These
reports also have been provided as Exhibits G-1, G-2, G-3 and
G-4.
PECO does not own and operate facilities for the transmission of
gas in interstate commerce. PECO purchases gas transportation
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and storage services for their retail customers from regulated
interstate pipeline suppliers.
SECURITIES OUTSTANDING
8. Submit the following information concerning the registrant and each
subsidiary thereof as of the latest available date:
FUNDED DEBT
(a) For each issue or series of funded debt, including funded debt secured
by liens on property owned, whether or not such debt has been assumed:
(Do not include here any contingent liabilities reported under
paragraph 8(c).)
BY PERMISSION OF THE STAFF OF THE COMMISSION, COLUMNS E
THROUGH I HAVE BEEN OMITTED.
AS OF DECEMBER 31, 2000
Amount Issued
Name of Obligor Title of Issue Amount Authorized Less Retired
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COMED First Mortgage Bonds $200,000,000 $200,000,000
Series 85, 7.375%
Due September 15, 2002
COMED First Mortgage Bonds 100,000,000 100,000,000
Series 96, 6.625%
Due July 15, 2003
COMED First Mortgage Bonds 26,000,000 26,000,000
Pollution Control
Series 1994A, 5.300%
Due January 15, 2004
COMED First Mortgage Bonds 225,000,000 225,000,000
Series 93, 7.000%
Due July 1, 2005
COMED First Mortgage Bonds 100,000,000 100,000,000
Series 76, 8.250%
Due October 1, 2006
COMED First Mortgage Bonds 125,000,000 125,000,000
Series 78, 8.375%
Due October 15, 2006
COMED First Mortgage Bonds 110,000,000 110,000,000
Pollution Control
Series 1996A, 4.400%
Due December 1, 2006
COMED First Mortgage Bonds 89,400,000 89,400,000
Pollution Control
Series 1996B, 4.400%
Due December 1, 2006
COMED First Mortgage Bonds 140,000,000 140,000,000
Series 83, 8.000%
Due May 15, 2008
COMED First Mortgage Bonds 20,000,000 20,000,000
Pollution Control
Series 1994B, 5.700%
Due January 15, 2009
COMED First Mortgage Bonds 100,000,000 100,000,000
Pollution Control
Series 1991, 7.250%
Due June 1, 2011
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COMED First Mortgage Bonds 220,000,000 220,000,000
Series 92, 7.625%
Due April 15, 2013
COMED First Mortgage Bonds 150,000,000 150,000,000
Series 94, 7.500%
Due July 1, 2013
COMED First Mortgage Bonds 20,000,000 20,000,000
Pollution Control
Series 1994C, 5.850%
Due January 15, 2014
COMED First Mortgage Bonds 91,000,000 91,000,000
Pollution Control
Series 1994D, 6.750%
Due March 1, 2015
COMED First Mortgage Bonds 260,000,000 250,000,000
Series 75, 9.875%
Due June 15, 2020
COMED First Mortgage Bonds 200,000,000 200,000,000
Series 81, 8.625%
Due February 1, 2022
COMED First Mortgage Bonds 200,000,000 200,000,000
Series 84, 8.500%
Due July 15, 2022
COMED First Mortgage Bonds 200,000,000 200,000,000
Series 86, 8.375%
Due September 15, 2022
COMED First Mortgage Bonds 250,000,000 235,950,000
Series 88, 8.375%
Due February 15, 2023
COMED First Mortgage Bonds 160,000,000 160,000,000
Series 91, 8.000%
Due April 15, 2023
COMED First Mortgage Bonds 150,000,000 150,000,000
Series 97, 7.750%
Due July 15, 2023
COMED Sinking Fund Debentures 49,000,000 1,000,000
2.875%
Due April 1, 2001
COMED Sinking Fund Debentures 50,000,000 4,925,000
3.125%
Due October 1, 2004
COMED Sinking Fund Debentures 50,000,000 8,000,000
3.875%
Due January 1, 2008
COMED Sinking Fund Debentures 20,000,000 3,568,000
4.625%
Due January 1, 2009
COMED Sinking Fund Debentures 40,000,000 9,181,000
4.750%
Due December 1, 2011
COMED Subordinated Deferrable 206,190,000 206,190,000
Interest Notes
8.480%
Due September 30, 2035
COMED Subordinated Deferrable 154,640,000 154,640,000
Interest Debentures
8.500%
Due January 15, 2027
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COMED TRANSITIONAL Transitional Funding 425,032,687 170,000,000
FUNDING TRUST Trust Notes
Class A-2
Series 1998, 5.290%
Due June 25, 2001
COMED TRANSITIONAL Transitional Funding 258,860,915 258,860,915
FUNDING TRUST Trust Notes
Class A-3
Series 1998, 5.340%
Due March 25, 2002
COMED TRANSITIONAL Transitional Funding 421,139,085 421,139,085
FUNDING TRUST Trust Notes
Class A-4
Series 1998, 5.390%
Due June 25, 2003
COMED TRANSITIONAL Transitional Funding 598,510,714 598,510,714
FUNDING TRUST Trust Notes
Class A-5
Series 1998, 5.440%
Due March 25, 2005
COMED TRANSITIONAL Transitional Funding 761,498,286 761,498,286
FUNDING TRUST Trust Notes
Class A-6
Series 1998, 5.630%
Due June 25, 2007
COMED TRANSITIONAL Transitional Funding 510,000,000 510,000,000
FUNDING TRUST Trust Notes
Class A-7
Series 1998, 5.740%
Due December 25, 2008
COMED Pollution Control 50,000,000 45,500,000
Obligation Illinois
Industrial Pollution
Control Finance Authority
5.875%
Due May 15, 2007
COMED Pollution Control 50,000,000 50,000,000
Obligation
Illinois Development
Finance Authority
Series 1994C, Variable
Due March 1, 2009
COMED Pollution Control 42,200,000 42,200,000
Obligation
Illinois Development
Finance Authority
Series 1994B, Variable
Due October 15, 2014
COMED Medium Term Notes 25,000,000 25,000,000
Series 3N-3037, 9.170%
Due October 15, 2002
COMED Medium Term Notes 2,000,000 2,000,000
Series 3N-3038, 9.170%
Due October 15, 2002
COMED Medium Term Notes 25,000,000 25,000,000
Series 3N-3039, 9.170%
Due October 15, 2002
COMED Medium Term Notes 23,000,000 23,000,000
Series 3N-3040, 9.170%
Due October 15, 2002
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COMED Medium Term Notes 25,000,000 25,000,000
Series 3N-3041, 9.170%
Due October 15, 2002
COMED Medium Term Notes 14,000,000 14,000,000
Series 3N-3032, 9.200%
Due October 15, 2004
COMED Medium Term Notes 14,000,000 14,000,000
Series 3N-3033, 9.200%
Due October 15, 2004
COMED Medium Term Notes 10,000,000 10,000,000
Series 3N-3034, 9.200%
Due October 15, 2004
COMED Medium Term Notes 14,000,000 14,000,000
Series 3N-3035, 9.200%
Due October 15, 2004
COMED Medium Term Notes 4,000,000 4,000,000
Series 3N-3036, 9.200%
Due October 15, 2004
COMED Medium Term Notes 200,000,000 200,000,000
7.158%
Due September 30, 2002
COMED Medium Term Notes 250,000,000 250,000,000
7.284%
Due September 30, 2003
COMED Note, 6.400% 235,000,000 235,000,000
Due October 15, 2005
COMED Note, 7.375% 150,000,000 150,000,000
Due January 15, 2004
COMED Note, 7.625% 150,000,000 150,000,000
Due January 15, 2007
COMED Note, 6.950% 225,000,000 225,000,000
Due July 15, 2018
COMED Purchase Contract 1,430,000 254,174
Obligation, 3.000%
Due April 30, 2005
PETT Transition Bonds 244,470,272 81,970,272
1999 Series A-1, 5.4800%
Due March 1, 2001
PETT Transition Bonds 275,371,325 275,371,325
1999 Series A-2, 5.6300%
Due March 1, 2003
PETT Transition Bonds 667,000,000 667,000,000
1999 Series A-3
LIBOR + 0.125%
Due March 1, 2004
PETT Transition Bonds 458,518,647 458,518,647
1999 Series A-4, 5.8000%
Due March 1, 2005
PETT Transition Bonds 464,600,000 464,600,000
1999 Series A-5
LIBOR + 0.200%
Due September 1, 2007
PETT Transition Bonds 993,386,331 993,386,331
1999 Series A-6, 6.0500%
Due March 1, 2007
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PETT Transition Bonds 896,653,425 896,653,425
1999 Series A-7, 6.1300%
Due September 1, 2008
PETT Transition Bonds 110,000,000 110,000,000
2000 Series A-1, 7.1800%
Due September 1, 2001
PETT Transition Bonds 140,000,000 140,000,000
2000 Series A-2, 7.3000%
Due September 1, 2002
PETT Transition Bonds 398,838,452 398,838,452
2000 Series A-3, 7.6250%
Due March 1, 2009
PETT Transition Bonds 351,161,548 351,161,548
2000 Series A-4, 7.6500%
Due September 1, 2009
PECO First Mortgage Bonds 250,000,000 250,000,000
5.625% Series,
Due November 1, 2001
PECO First Mortgage Bonds 75,000,000 75,000,000
6.375% Series,
Due August 15, 2005
PECO First Mortgage Bonds 200,000,000 200,000,000
6.50% Series,
Due May 1, 2003
PECO First Mortgage Bonds 250,000,000 250,000,000
6.625% Series,
Due March 1, 2003
PECO First Mortgage Bonds 175,000,000 175,000,000
7.125% Series,
Due September 1, 2002
PECO First Mortgage Bonds 100,000,000 5,280,000
7.50% Series,
Due July 15, 2002
PECO First Mortgage Bonds 200,000,000 41,636,000
8.00% Series,
Due April 1, 2002
PECO First Mortgage Bonds 50,000,000 50,000,000
Pollution Control
Delaware County
Series 1988-A, 4.1567%
Due December 1, 2012
PECO First Mortgage Bonds 50,000,000 50,000,000
Pollution Control
Delaware County
Series 1988-B, 4.1996%
Due December 1, 2012
PECO First Mortgage Bonds 50,000,000 50,000,000
Pollution Control
Delaware County
Series 1988-C, 4.2007%
Due December 1, 2012
PECO First Mortgage Bonds 4,200,000 4,200,000
Pollution Control
Salem County
Series 1988-A, 4.0738%
Due December 1, 2012
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PECO First Mortgage Bonds 29,540,000 29,530,000
Pollution Control
Montgomery County
Series 1992-A, 6.6250%
Due June 1, 2022
PECO First Mortgage Bonds 160,560,000 68,795,000
Pollution Control
Montgomery County
Series 1991-B, 6.7000%
Due December 1, 2021
PECO First Mortgage Bonds 90,000,000 39,235,000 (A)
Pollution Control
Delaware County
Series 1991-A, 7.3750%
Due April 1, 2021
PECO First Mortgage Bonds 27,030,000 13,150,000 (A)
Pollution Control
Montgomery County
Series 1991-A, 7.6000%
Due April 1, 2021
PECO Pollution Control Notes 17,240,000 17,240,000
Indiana County
Series 1997-A, 4.4100%
Due June 1, 2027
PECO Pollution Control Notes 50,765,000 50,765,000
Delaware County
Series 1999-A, 5.2000%
Due October 1, 2021
PECO Pollution Control Notes 91,775,000 91,775,000
Montgomery County
Series 1999-A, 5.2000%
Due October 1, 2030
PECO Pollution Control Notes 13,880,000 13,880,000
Montgomery County
Series 1999-B, 5.3000%
Due October 1, 2034
(A) In April 2001, this series was refinanced and transferred to Exelon
Generation.
CAPITAL STOCK
(b) For each class of capital stock including certificates of beneficial
interest give information in number of shares and in dollar amounts: (Do
not include here any warrants, options, or other securities reported under
paragraph 8(d).)
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BY PERMISSION OF THE STAFF OF THE COMMISSION,
COLUMNS G THROUGH J HAVE BEEN OMITTED.
TITLE OF AMOUNT AMOUNT AMOUNT
ISSUER NAME ISSUE AUTHORIZED UN-ISSUED ISSUED
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Exelon Energy Delivery Company, LLC
Commonwealth Edison Company Com. Stk. 250,000,000 - 163,796,961
Commonwealth Edison Company of Indiana, Inc. Com. Stk. 1,500,000 391,916 1,108,084
ComEd Financing I - - - -
ComEd Financing II - - - -
ComEd Funding, LLC - - - -
ComEd Transitional Funding Trust - - - -
Commonwealth Research Corporation Com. Stk. 1,000 800 200
Edison Development Company Com. Stk. 10,000 9,259 741
Edison Development Canada Inc. Prf. Stk. Unlimited n/a 2,600
Edison Finance Partnership - - - -
PECO Energy Company Com. Stk. 500,000,000 - 170,478,507
Series Prf. Stk. 100,000,000 - -
Cum. Prf. Stk. 15,000,000 - 1,745,250
PECO Energy Capital Corp. Com. Stk. 1,000 1,000 -
PECO Energy Capital, LP - - - -
PECO Energy Capital Trust II - - - -
PECO Energy Captial Trust III - - - -
PECO Energy Transition Trust - - - -
ExTel, LLC - - - -
PECO Finance - - - -
ATNP Finance Company - - - -
PEC Financial Services, LLC - - - -
Adwin Realty Company Com. Stk. 1,000 - 1,000
Ambassador II Joint Venture - - - -
Bradford Associates - - - -
Franklin Town Towers Associates - - - -
Henderson Ambassador Associates - - - -
Riverwatch - - - -
Route 724 - - - -
Signa - - - -
East Coast Natural Gas Cooperative, LLP - - - -
Horizon Energy Company Com. Stk. 1,000 - 1,000
CONTINGENT LIABILITIES
(c) A brief outline of the nature and amount of each contingent liability on
account of endorsement or other guarantees of any securities.
AS OF DECEMBER 31, 2000
Information regarding contingent liabilities of Exelon Energy
Delivery can be found in the following documents: Footnote 18 of the
Annual Report of Exelon on Form 10-K for the year ended December 31, 2000
(File No. 1-16169), Footnote 16 of the Annual Report of Commonwealth
Edison Company on Form 10-K for the year ended December 31, 2000 (File
No. 1-1839), and Footnote 18 of the Annual Report of PECO Energy Company
on Form 10-K for the year ended December 31, 2000 (File No. 1-1401).
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OTHER SECURITIES
(d) A statement of the amount of warrants, rights, or options and of any
class of securities of the registrant and subsidiary companies not
elsewhere herein described which is outstanding and/or authorized. A
brief description of the provisions thereof should be included.
Information need not be set forth under this item as to notes, drafts,
bills of exchange or bankers' acceptances which mature within nine
months.
There are no warrants, rights, or options, outstanding and/or
authorized not elsewhere herein described for Exelon Energy Delivery. As
to other securities of the parent corporation, Exelon, information with
respect to Exelon's 1989 Long Term Incentive Plan is set forth in Post
Effective Amendment No. 1 (on Form S-8) to Exelon's Form S-4 Registration
Statement No. 333-37082 (filed November 13, 2000) and in Exelon's Form
S-8 Registration Statement No. 333-49780. Information with respect to
PECO Energy Company's 1998 Stock Option Plan and its Employee Savings
Plan is set forth in Post Effective Amendment No. 1 (on Form S-8) to
Exelon's Form S-4 Registration Statement No. 333-37082 (filed November
13, 2000). Information with respect to PECO Energy Company's Deferred
Compensation and Supplemental Pension Plan, Management Group Deferred
Compensation and Supplemental Pension Plan, Unfunded Deferred
Compensation Plan for Directors, and Employee Savings Plan, as well as
Unicom Amended and Restated Long-Term Incentive Plan, the Unicom 1996
Directors' Fee Plan, the Unicom Retirement Plan for Directors, and the
Commonwealth Edison Retirement Plan for Directors and the Commonwealth
Edison Employee Savings and Investment Plan is set forth in Exelon's Form
S-8 Registration Statement No. 333-49780.
INVESTMENTS IN SYSTEM SECURITIES
9. Give a tabulation showing principal amount, par or stated value, the cost
to the system company originally acquiring such security, and the number of
shares or units, of each security described under Item 8 that is held by
the registrant and by each subsidiary company thereof as the record (or
beneficial) owner, and the amount at which the same are carried on the
books of each such owner. This information should be given as of the same
date as the information furnished in Item 8.
As of December 31, 2000
Name of Company Number of Common % Voting Power Issuer Book
Shares Owned Value ($000)
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Exelon Energy Delivery Company, LLC 100.00%
Commonwealth Edison Company 163,796,961 < 100% 5,691,907
Commonwealth Edison Company of
Indiana, 1,108,084 100.00% 30,918
Inc.
ComEd Financing I 100.00% 15,631
ComEd Financing II 100.00% 14,515
ComEd Funding, LLC 100.00% 86,536
ComEd Transitional Funding Trust 100.00% N/A
Commonwealth Research Corporation 200 100.00% 200
Edison Development Company 741 100.00% 16,586
Edison Development Canada Inc. 2,600 100.00% 5,499
Edison Finance Partnership 100.00% N/A
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PECO Energy Company 170,478,507 100.00% 172,918
PECO Energy Capital Corp. 100.00% 17,640
PECO Energy Capital, LP 3.00% 13,968
PECO Energy Capital Trust II 100.00% N/A
PECO Energy Captial Trust III 100.00% N/A
PECO Energy Transition Trust 100.00% 149,901
ExTel, LLC 100.00% (229,504)
PECO Finance 99% PECO; (227,208)
1% Extel (2,295)
ATNP Finance Company 100.00% 4,324,366
PEC Financial Services, LLC 100.00% 12,918
Adwin Realty Company 1,000 100.00% 22,628
Ambassador II Joint Venture 50.00% N/A
Bradford Associates 50.00% N/A
Franklin Town Towers Associates 50.00% N/A
Henderson Ambassador Associates 50.00% N/A
Riverwatch 100.00% N/A
Route 724 100.00% N/A
Signa 100.00% N/A
East Coast Natural Gas Cooperative, LLP 41.12% 360
Horizon Energy Company 1,000 100.00% N/A
N/A Not applicable or Not Available
INVESTMENTS IN OTHER COMPANIES
10. Give a tabulation showing all investment of the registrant and each
subsidiary thereof in holding companies and in public utility companies
which are not subsidiary companies of the registrant. Also, show all other
investments of the registrant and each subsidiary thereof in the securities
of any other enterprise, if the book value of the investment in any such
enterprise exceeds 2% of the total debit accounts shown on the balance
sheet of the company owning investment or an amount in excess of $25,000
(whichever amount is the lesser). Give the principal amount and number of
shares or units and the cost of each issue of such securities to the system
company originally acquiring such security, and the amount at which the
same are carried on the books of the owner. List all such securities
pledged as collateral for loans or other obligations and identify loans and
obligations for which pledged. This information should be given as of the
same date as the information furnished in Item 8.
As of December 31, 2000
Investor Investee Type Quantity Cost Carrying Value
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ComEd Chicago Equity Fund Limited Partnership N/A $1,390,514 $1,390,514
ComEd Dearborn Park Corporation Common Shares 10,000 $537,654 $537,654
ComEd I.L.P. Fund C/O Chicago
Capital Fund Venture Capital Small N/A $250,000 $250,000
Business Fund
N/A Not applicable
INDEBTEDNESS OF SYSTEM COMPANIES
11. List each indebtedness of the registrant and of each subsidiary company
thereof (other than indebtedness reported under Item 8, but as of the same
date) where the aggregate debt owed by any such company to any one person
exceeds $25,000 or an amount exceeding 2% of the total of the debit
accounts shown on the balance sheet of the debtor (whichever amount is the
lesser) but not including any case in which such aggregate indebtedness is
less than $5,000, and give the following additional information as to each
such indebtedness:
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(a) Debts owed to associate companies as of December 31, 2000:
Name of Debtor Name of Creditor Amount Owed Rate of Interest Date of Maturity
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PECO Wireless, LP PEC Financial 3,491,758,856 9.95% N.A.
PECO Wireless, LP PEC Financial 952,493,117 12.70% N.A.
PEC Financial ATNP Finance Company 3,481,245,933 9.75% N.A.
PEC Financial ATNP Finance Company 951,752,431 12.50% N.A.
PECO Energy Company PECO Capital Corp. 520,833 Prime + 2pts. N.A.
PECO Energy Company PECO Capital Corp. 805,206 Prime + 2pts. N.A.
PECO Energy Company PECO Capital, LP 80,526,019 7.375% N.A.
PECO Energy Company PECO Capital, LP 51,562,500 8.00% N.A.
(b) Debts owed to others as of December 31, 2000:
BY PERMISSION OF THE STAFF OF THE COMMISSION,
"DEBTS OWED TO OTHERS" HAS BEEN OMITTED.
PRINCIPAL LEASES
12. Describe briefly the principal features of each lease (omitting oil and gas
leases) to which the registrant or any subsidiary company thereof is a
party, which involves rental at an annual rate of more than $50,000 or an
amount exceeding 1% of the annual gross operating revenue of such party to
said lease during its last fiscal year (whichever of such sums is the
lesser) but not including any lease involving rental at a rate of less than
$5,000 per year.
Total Payments for the
Lessee Lessor Items Leased year ended December 2000
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ComEd AT&T Global Real Estate Office Space $6,244,984
ComEd 400 S. Jefferson LLC Office Space $671,745
ComEd Julian Toft & Downey Office Space $418,441
ComEd Oxford Bank Office Space $264,979
ComEd Chicago Public Schools Office Space $722,740
ComEd Jones Lang LaSalle Office Space $2,207,907
ComEd Loft Development
Corporation Office Space $352,355
ComEd 130 S. Jefferson LLC Office Space $360,976
ComEd East Lake Management
Corp. Office Space $113,243
ComEd Lincoln Atrium
Management Corp. Office Space $1,796,583
ComEd James Morrison Office Space $89,981
ComEd Prime Realty Group Trust Office Space $1,454,305
ComEd Alter Group Office Space $299,090
ComEd Seaway National Bank Office Space $130,483
ComEd 77 W. Wacker Limited
Partnership Office Space $86,637
ComEd 20 S. Clark Owner's Group Office Space $94,883
ComEd M&J Wilkow LTD Office Space $97,788
ComEd J B Prentice Management Office Space $77,899
ComEd III Industrial
Properties, Inc. Office Space $1,148,775
ComEd Bank of Pontiac Office Space $50,082
ComEd Austin Bank of Chicago Office Space $50,714
--------------------------------------------------------------------------------
Page 13
ComEd James E. McElvain Office Space $53,845
Total $16,788,435
===========
PECO Energy Company Verizon Pole Attachments $6,000,000
PECO Energy Company Bankers Leasing
Corporation Capital Items (vehicles, $4,200,000
computers, and equipment)
Total $10,200,000
===========
Grand Total $26,988,435
===========
Note: Pursuant to the corporate restructuring, certain of ComEd's leases
primarily relating to computer and other equipment were transferred to
Exelon's Business Services Company.
SECURITIES SOLD
13. If, during the last five years, the registrant or any subsidiary company
thereof has issued, sold, or exchanged either publicly or privately any
securities having a principal amount, par, stated or declared value
exceeding $1,000,000 or exceeding an amount equal to 10% of the total
liabilities as shown by the balance sheet of issuer at the time such issue
(whichever of such sums is the lesser), give the following information with
respect to each such issue or sale:
Issuer Title of Amount Issued Proceeds Approximate Name of Underwriters
Issue or Sold ($000) Received by Expenses of Principal Initial
Issuer per Issuer per Underwriters Offering
$100 (before $100 Price
expenses)
-------------------------------------------------------------------------------------------------------
1996
ComEd Pollution $110,000 98.171% .341% J.P. Morgan 100%
Control First Securities
Mortage Bonds Inc.
First Chicago
Capital
Markets Inc.
ComEd Pollution $89,400 98.171% .364% J.P. Morgan 100%
Control First Securities
Mortage Bonds Inc.
First Chicago
Capital
Markets, Inc.
1997
ComEd 7.375% Notes $150,000 99.184% .89% Salomon 99.809%
Brothers Inc.
Merrill Lynch
& Co.
Paine Webber
Incorporated
ComEd 7.625% Notes $150,000 99.258% .92% Salomon 99.908%
Brothers Inc.
Merrill Lynch
& Co.
Paine Webber
Incorporated
ComEd Capital $154,640 100% .30% Salomon 100%
Financing II Securities Brothers Inc.
Merrill Lynch
& Co.
Paine Webber
Incorporated
PECO Energy Pollution $17,240 100% N/A Goldman Sachs N/A
Control Revenue & Company
Refunding Bonds
--------------------------------------------------------------------------------
Page 14
PECO Energy Company $50,000 100% .788% Smith Barney 100%
Obligated Inc.
Mandatorily
Redeemable Lehman
Preferred Brothers
Securities
1998
ComEd 6.95% Notes $225,000 98.697% 1.11% PaineWebber 99.572%
Inc.
Lehman
Brothers Inc.
ABN AMRO Inc.
The Bank of New
York
J.P. Morgan
Securities, Inc.
Artemis Capital
Group,
Blaylock &
Partners, L.P.
ComEd TransitionalTransitional $3,400,000 99.489% .64% Goldman, 99.959%
Funding Trust Funding Trust Sachs & Co.,
Notes
Merrill Lynch
Pierce, Fenner
& Smith Inc.
Salomon Smith
Barney Inc.
PECO Energy Company $78,100 100% 1% Salomon 100%
Obligated Smith Barney
Mandatorily
Redeemable Merrill Lynch
Preferred & Co.
Securities
1999
PECO Energy Transition A-1
Bonds $244,470 99.977% .35% Salomon 100%
Smith Barney
A-2
$275,371 99.928% .40% Goldman,
Sachs & Co.
A-3
$667,000 99.836% .45% Lehman
Brothers
A-4
$455,519 99.868% .45% First Chicago
Capital
Markets, Inc.
A-5
$464,600 99.839% .50% First Union
Capital
Markets Corp.
A-6
$993,386 99.871% .50% Commerce
Capital
Markets Corp.
A-7
$896,653 99.835% .50% Janney
Montgomery
Scott, Inc.
Pryor
McClendon
Counts &
Co., Inc.
2000
ComEd Medium Term $200,000 99.750% .25% Lehman 100%
Notes Brothers
Banc
of America
Securities, LLC
--------------------------------------------------------------------------------
Page 15
Banc One
Capital Markets,
Inc.
Chase
Securities, Inc.
ABN Amro,
BNY Capital
Markets, Inc.
Loop Capital
Markets, LLC
ComEd Medium Term $250,000 99.650% .35% Lehman 100%
Notes Brothers
Banc
of America
Securities, LLC
Banc One
Capital Markets,
Inc.
Chase
Securities, Inc.
ABN Amro,
BNY Capital
Markets, Inc.
Loop Capital
Markets, LLC
PECO Energy Transition A-1
$110,000 99.99% .20% Salomon 100%
Smith Barney
A-2
$140,000 99.90% .30% Goldman,
Sachs & Co.
A-3
$398,838 99.751% .50% Banc One
Capital
Markets, Inc.
A-4
$352,161 99.772% .50% Banc of
America
Securities, LLC
Credit Suisse
First Boston
First Union
Securities, Inc.
Barclays
Capital
BNY Capital
Markets, Inc.
Mellon
Financial
Markets, LLC
Prudential
Securities
Janney
Montgomery
Scott, LLC
Pryor, Counts
& Co. Inc.
TD Securities
--------------------------------------------------------------------------------
Page 16
AGREEMENTS FOR FUTURE DISTRIBUTION OF SECURITIES
14(a). Summarize the terms of any existing agreement to which the registrant
or any associate or affiliate company thereof is a party or in which
any such company has a beneficial interest with respect to future
distributions of securities of the registrant or of any subsidiary.
Certain information regarding agreements with respect to future
distributions of securities of Exelon and its subsidiaries is set
forth in the following documents, the applicable portions of which
are hereby incorporated by reference: Item 1.E, subsections 1-4 and
6-7, Item 1.H and Item 1.I of the Financing U-1. Information with
respect to Exelon's 1989 Long Term Incentive Plan is set forth in
Post Effective Amendment No. 1 (on Form S-8) to Exelon's Form S-4
Registration Statement No. 333-37082 (filed November 13, 2000) and in
Exelon's Form S-8 Registration Statement No. 333-49780. Information
with respect to PECO Energy Company's 1998 Stock Option Plan and its
Employee Savings Plan is set forth in Post Effective Amendment No. 1
(on Form S-8) to Exelon's Form S-4 Registration Statement No.
333-37082 (filed November 13, 2000). Information with respect to PECO
Energy Company's Deferred Compensation and Supplemental Pension Plan,
Management Group Deferred Compensation and Supplemental Pension Plan,
Unfunded Deferred Compensation Plan for Directors, and Employee
Savings Plan, as well as Unicom Amended and Restated Long-Term
Incentive Plan, the Unicom 1996 Directors' Fee Plan, the Unicom
Retirement Plan for Directors, and the Commonwealth Edison Retirement
Plan for Directors and the Commonwealth Edison Employee Savings and
Investment Plan is set forth in Exelon's Form S-8 Registration
Statement No. 333-49780.
14(b). Describe briefly the nature of any financial interest (other than the
ownership of securities acquired as a dealer for the purpose of resale)
which any person with whom such agreement exists, has in the registrant
or in any associate company thereof.
The beneficiaries of the employee benefit plans referred to above
may be deemed to have a financial interest in the registrant or
affiliated companies thereof by virtue of their employment
relationship with the registrant or such other companies and
compensation, benefit and severance agreements and arrangements
relating to such employment.
TWENTY LARGEST HOLDERS OF CAPITAL STOCKS
15. As of a recent date (indicating such date for each class) give the
following information with respect to the holders of each class of stock
and/or certificates of beneficial interest of the registrant:
(a) The twenty largest registered holders of common stock of Exelon Energy
Delivery, as of April 23, 2001.
Title of Issue Holder of Record and Address Number of Shares Percent of Class
Owned
---------------------------------------------------------------------------------------------------------
Exelon Energy Delivery Exelon Corporation N/A 100% of member-
Membership interest P.O. Box 805398 ship interest
Chicago, IL 60680-5398
(b) Number of shareholders of record each holding 1,000 shares or more,
and aggregate number of shares so held.
100 % of Exelon Energy Delivery's membership interest is held by Exelon
Corporation.
(c) Number of shareholders of record each holding less than 1,000 shares,
and aggregate number of shares so held.
N/A
--------------------------------------------------------------------------------
Page 17
OFFICERS, DIRECTORS AND EMPLOYEES
16(a). Positions and Compensation of Officers and Directors. Give name and
address of each director and officer (including any person who performs
similar functions) of the registrant, of each subsidiary company
thereof, and of each mutual service company which is a member of the
same holding company system. Opposite the name of each such individual
give the title of every such position held by him and briefly describe
each other employment of such individual by each such company.
State the present rate of compensation on an annual basis for each
director whose aggregate compensation from all such companies exceeds
$1,000 per year, and of each officer whose aggregate compensation from
such companies is at the rate of $20,000 or more per year. In the event
any officer devotes only part of his time to a company or companies in
the system this fact should be indicated by appropriate footnote. Such
compensation for such part time should be computed on an annual rate
and if such annual rate exceeds $20,000 the actual compensation as well
as annual rate should also be reported.
16(b). Compensation of Certain Employees. As to regular employees of such
companies who are not directors or officers of any one of them, list
the name, address, and aggregate annual rate of compensation of all
those who receive $20,000 or more per year from all such companies.
16(c). Indebtedness to System Companies. As to every such director, trustee or
officer as aforesaid, who is indebted to any one of such companies, or
on whose behalf any such company has now outstanding and effective any
obligation to assume or guarantee payment of any indebtedness to
another, and whose total direct and contingent liability to such
company exceeds the sum of $1,000, give the name of such director,
trustee, or officer, the name of such company, and describe briefly the
nature and amount of such direct and contingent obligations.
16(d). Contracts. If any such director, trustee, or officer as aforesaid: (1)
has an existing contract with any such company (exclusive of an
employment contract which provides for no compensation other than that
set forth in paragraph (a) of this Item); or, (2) either individually
or together with the members of his immediate family, owns, directly or
indirectly, 5% or more of the voting securities of any third person
with whom any such company has an existing contract; or, (3) has any
other beneficial interest in an existing contract to which any such
company is a party; describe briefly the nature of such contract, the
names of the parties thereto, the terms thereof, and the interest of
such officer, trustee, or director therein.
By permission of the Staff of the Commission, information required to
be disclosed pursuant to Items 16(a) through 16(d) is not set forth
herein. In lieu thereof, information in respect thereof is set forth in
(i) the Proxy Statement for 2001 Annual Meeting of Shareholders of
Exelon (ii) the Annual Report on Form 10-K for the year ending December
31, 2000 for Exelon, and such information is hereby incorporated by
reference to the extent it relates to officers, directors and employees
of Exelon Energy Delivery or its subsidiaries.
16(e). Banking Connections. If any such director, trustee, or officer is an
executive officer, director, partner, appointee, or representative of
any bank, trust company, investment banker, or banking association or
firm, or of any corporation a majority of whose stock having the
unrestricted right to vote for the election of directors, is owned by
any bank, trust company, investment banker, or banking association or
firm, state the name of such director or officer, describe briefly such
other positions held by him and indicate which of the rules under
--------------------------------------------------------------------------------
Page 18
Section 17(c) authorizes the registrant and subsidiary companies of
which he is a director or officer to retain him in such capacity.
John W. Rowe: Member of Board of Directors of Unicom from 1998
through the merger closing; member of Board of Directors of
ComEd from 1998; member of Board of Directors of Exelon since
the merger closing, officer of Exelon Energy Delivery and member
of Board of Directors of Fleet Boston Financial, commercial
banking institution. Authorized pursuant to Rule 70(b).
INTERESTS OF TRUSTEES IN SYSTEM COMPANIES
17. Describe briefly the nature of any substantial interest which any trustee
under indentures executed in connection with any outstanding issue of
securities of the registrant or any subsidiary thereof, has in either the
registrant or such subsidiary, and any claim which any such trustee may
have against registrant or any subsidiary; provided, however, that it shall
not be necessary to include in such description any evidences of
indebtedness owned by such trustee which were issued pursuant to such an
indenture.
To the knowledge of Exelon Energy Delivery, there is no substantial
interest of any trustee under indentures executed in connection with any
outstanding issue of securities.
SERVICE, SALES, AND CONSTRUCTION CONTRACTS
18. As to each service, sales, or construction contract (as defined in
paragraphs (19) to (21) of Section 2(a) of the Act) which the registrant
and any subsidiary company thereof has had in effect within the last three
months, describe briefly the nature of such contract, the name and address
of the parties thereto, the dates of execution and expiration, and the
compensation to be paid thereunder. Attach typical forms of any such
contracts as an exhibit to this registration statement. If the other party
to any such contract is a mutual service company or a subsidiary service
company which is a member of the same holding company system as the
registrant and as to which the Commission has made a favorable finding in
accordance with Rule 13-22, specific reference may be made to the
application or declaration filed by such company pursuant to Rule 13-22 and
no further details need be given as to such contracts.
Note:This item is intended to apply to service, sales or construction contracts
within the scope of Section 13. It is not intended to apply to any
contracts for purchase of power or gas or ordinary contracts for materials
and supplies, printing, etc., made with non-affiliates.
Exelon Energy Delivery and its subsidiaries may receive or provide services
pursuant to:
1. ComEd provides services to or receives services from affiliates in
accordance with an Affiliated Interests Agreement ("AIA") approved by
the Illinois Commerce Commission. The form of the AIA was attached as
Exhibit H-1 to the form U5B registration statement for Exelon
Corporation filed on January 23, 2001. A summary of the service
provider, recipient, description of the work, the annual dollar
volume, and pricing was filed as Exhibit B-3.3, Part A, to the Merger
U-1; the exhibit was filed with Amendment No. 3 to such Form U-1 on
October 18, 2000. Included in such summary is a description of
services provided to certain governmental customers of ComEd by
affiliates of ComEd pursuant to pass-through arrangements and the
AIA.
--------------------------------------------------------------------------------
Page 19
2. PECO provides services to or receives services from affiliates in
accordance with a Mutual Services Agreement ("MSA") approved by the
Pennsylvania Public Utilities Commission. The form of the MSA was
attached as Exhibit H-2 to the form U5B registration statement for
Exelon Corporation filed on January 23, 2001. A summary of the
service provider, recipient, description of the work, the annual
dollar volume, and pricing was filed as Exhibit B-3.3, Part A, to the
Merger U-1; the exhibit was filed with Amendment No. 3 to such Form
U-1 on October 18, 2000.
3. Exelon Business Services Company is the service company subsidiary
for the Exelon system and provides Exelon, PECO, ComEd, Exelon
Ventures, and Exelon Generation with a variety of services. Such
services are provided pursuant to the terms of the form of the
General Services Agreement, which was filed as Exhibit H-3 to the
form U5B registration statement for Exelon Corporation filed on
January 23, 2001.
4. Certain affiliates of ComEd and PECO provide services to ComEd or
PECO, or both, other than "at-cost", as discussed in Item 3.C.4.c of
the Merger U-1. A list and summary of such transactions, contracts
and arrangements was filed as Exhibit B-3.3, Part B, to the Merger
U-1; the exhibit was filed with Amendment No. 3 to such Form U-1 on
October 18, 2000. Copies of affiliate arrangements for Services other
than at cost were provided to the Staff in paper form on September
18, 2000. Copies of additional affiliate arrangements for services
other than at cost have been filed confidentially with Exelon's
quarterly reports on form U-9C-3. Additional copies will be provided
on request. Additional information describing the business of Exelon
Infrastructure Services was filed confidentially with the Commission
as Exhibit N-1 to the Merger U-1.
LITIGATION
19. Describe briefly any existing litigation of the following descriptions, to
which the registrant or any subsidiary company thereof is a party, or of
which the property of the registrant or any such subsidiary company is the
subject, including the names of the parties and the court in which such
litigation is pending:
(1) Proceedings to enforce or to restrain enforcement of any order of a
State commission or other governmental agency;
(2) Proceedings involving any franchise claimed by any such company;
(3) Proceedings between any such company and any holder, in his capacity
as such, of any funded indebtedness or capital stock issued, or
guaranteed by such company, or between any such company and any
officer thereof;
(4) Proceedings in which any such company sues in its capacity as owner of
capital stock or funded indebtedness issued or guaranteed by any other
company; and
(5) Each other proceeding in which the matter in controversy, exclusive of
interest and costs, exceeds an amount equal to 2% of the debit
accounts shown on the most recent balance sheet of such company.
Information regarding litigation involving Exelon Energy
Delivery and its subsidiary companies is incorporated by reference
to Item 3 of the Annual Report of Exelon Corporation on Form 10-K
for the year ended December 31, 2000(File No. 1-16169), and Part
II Item 1 of the quarterly reports of Exelon Corporation on form
10-Q for the quarters ended March 31, and June 30, 2001.
--------------------------------------------------------------------------------
Page 20
EXHIBITS
EXHIBIT A. Furnish a corporate chart showing graphically relationships
existing between the registrant and all subsidiary companies
thereof as of the same date as the information furnished in
the answer to Item 8. The chart should show the percentage of
each class voting securities of each subsidiary owned by the
registrant and by each subsidiary company.
A Corporate chart of Exelon, including Exelon Energy
Delivery is being provided under cover of Form SE as
Exhibit A-1.
EXHIBIT B. With respect to the registrant and each subsidiary company
thereof, furnish a copy of the charter, articles of
incorporation, trust agreement, voting trust agreement, or
other fundamental document of organization, and a copy of
its bylaws, rules, and regulations, or other instruments
corresponding thereto. If such documents do not set forth
fully the rights, priorities, and preferences of the
holders of each class of capital stock described in the
answer to Item 8(b) and those of the holders of any
warrants, options or other securities described in the
answer to Item 8(d), and of any limitations on such rights,
there shall also be included a copy of each certificate,
resolution, or other document establishing or defining such
rights and limitations. Each such document shall be in the
amended form effective at the date of filing the
registration statement or shall be accompanied by copies of
any amendments to it then in effect.
By permission of the Staff of the Commission, in lieu of
the exhibits required hereunder, the disclosure requirements
for Exhibit B have been limited to (i) the state of
incorporation for Exelon Energy Delivery and its subsidiary
companies; (ii) a brief description of every subsidiary
company of Exelon Energy Delivery; and (iii) a brief
description of every subsidiary company of Exelon Energy
Delivery including a statement as to whether each such company
is active or inactive. Such information is set forth in Items
4 and 5 hereof.
EXHIBIT C.(a) With respect to each class of funded debt shown in the
answers to Items 8(a) and 8(c), submit a copy of the
indenture or other fundamental document defining the rights
of the holders of such security, and a copy of each contract
or other instrument evidencing the liability of the
registrant or a subsidiary company thereof as endorser or
guarantor of such security. Include a copy of each amendment
of such document and of each supplemental agreement,
executed in connection therewith. If there have been any
changes of trustees thereunder, such changes, unless
otherwise shown, should be indicated by notes on the
appropriate documents. No such indenture or other document
need be filed in connection with any such issue if the total
amount of securities that are now, or may at any time
hereafter, be issued and outstanding thereunder does not
exceed either $1,000,000 or an amount equal to 10% of the
total of the debit accounts shown on the most recent balance
sheet of the registrant or subsidiary company which issued
or guaranteed such securities or which is the owner of
property subject to the lien of such securities, whichever
of said sums is the lesser.
OMITTED BY PERMISSION OF THE STAFF OF THE COMMISSION.
--------------------------------------------------------------------------------
Page 21
(b) As to each outstanding and uncompleted contract or agreement
entered into by registrant or any subsidiary company thereof
relating to the acquisition of any securities, utility assets
(as defined in section 2(a)(18) of the Act), or any other
interest in any business, submit a copy of such contract or
agreement and submit details of any supplementary
understandings or arrangements that will assist in securing an
understanding of such transactions.
OMITTED BY PERMISSION OF THE STAFF OF THE COMMISSION.
EXHIBIT D. A consolidating statement of income and surplus of the
registrant and its subsidiary companies for its last fiscal
year ending prior to the date of filing this registration
statement, together with a consolidating balance sheet of the
registrant and its subsidiary companies as of the close of
such fiscal year.
Exelon Energy Delivery commenced operations in 2001 and
accordingly have no financial statements for 2000. The
Consolidating Financial Statements for Exelon Energy
Delivery for 2001 will be filed in the U5S in 2002.
EXHIBIT E. For each public utility company and natural gas producing and
pipe line property in the holding company system of the
registrant, furnish the following maps (properties of
associate companies operating in contiguous or nearby areas
may be shown on the same map, provided property and service
areas of each company are shown distinctively).
(1) Map showing service area in which electric service is furnished, indicating
the names of the companies serving contiguous areas.
(2) Electric system map showing location of electric property (exclusive of
local distribution lines) owned and/or operated, and information as
follows:
(a) Generating plants -- kind and capacity;
(b) Transmission lines -- voltage, number of circuits, kind of supports,
kind and size of conductors;
(c) Transmission substations -- capacity;
(d) Distribution substation -- capacity; and
(e) Points of interconnection with all other electric utility companies
and with all electrical enterprises operated by municipal or
governmental agencies, giving names of such companies and enterprises.
(3) Map showing service area in which gas service is furnished, indicating the
names of companies serving contiguous areas; and
(4) Gas system map showing location of gas property (exclusive of low pressure
local distribution lines) owned and/or operated, and information as
follows:
(a) Generating plants -- kind and daily capacity;
(b) Holders -- kind and capacity;
(c) Compressor stations -- capacity in horsepower;
(d) Transmission pipe lines -- size, approximate average transmission
pressure and the estimated daily delivery capacity of the system;
(e) Points of interconnection with all other private and public gas
utilities, pipe lines, or producing enterprises; giving names of such
companies and other enterprises; and
--------------------------------------------------------------------------------
Page 22
(f) General location and outline of gas producing and reserve areas and
diagrammatic location of gathering lines.
The maps required by this exhibit were filed under cover of Form SE
with the U5B for Exelon Corporation on January 23, 2001.
EXHIBIT F. Furnish an accurate copy of each annual report for the last
fiscal year ending prior to the date of the filing of this
registration statement, which the registrant and each
subsidiary company thereof has previously submitted to its
stockholders. For companies for which no reports are submitted
the reason for omission should be indicated; provided that
electronic filers shall submit such reports in paper format
only under cover of Form SE.
Exelon Energy Delivery is wholly owned by Exelon Corporation
and accordingly does not submit annual reports to its
stockholders.
EXHIBIT G. Furnish a copy of each annual report that the registrant and
each public utility subsidiary company thereof shall have
filed with any State Commission having jurisdiction to
regulate public utility companies for the last fiscal year
ending prior to the date of filing this registration
statement. If any such company shall have filed similar
reports with more than one such State commission, the
registrant need file a copy of only one of such reports
provided that notation is made of such fact, giving the
names of the different commissions with which such report
was filed, and setting forth any differences between the
copy submitted and the copies filed with such other
commissions. In the event any company submits an annual
report to the Federal Power Commission but not to a State
commission, a copy of such report should be furnished. In
the case of a registrant or any public utility subsidiary
company for which no report is appended the reasons for such
omission should be indicated such as "No such reports
required or filed;" provided that electronic filers shall
submit such reports in paper format only under cover of Form
SE.
1. 2000 Annual Report of ComEd on FERC Form 1 to the FERC
(filed herewith as Exhibit G-1 on Form SE).
2. 2000 Annual Report of ComEd of Indiana on FERC Form 1 to
the FERC (filed herewith as Exhibit G-2 on Form SE).
3. 2000 Annual Report of SECO on FERC Form 1 to the FERC
(filed herewith as Exhibit G-3 on Form SE).
4. 2000 Annual Report of PECO on FERC Form 1 to the FERC
(filed herewith as Exhibit G-4 on Form SE).
EXHIBIT H. Typical forms of service, sales, or construction contracts
described in answer to Item 18.
1. The forms of the AIA, MSA and General Service Agreement
were filed with form U5B for Exelon Corporation on January 23,
2001.
2. Copies of Affiliate Arrangements for Services Other than at
Cost were provided to the Staff in paper form on September 18,
2000. Copies of additional affiliate arrangements for services
other than at cost have been filed confidentially with
Exelon's quarterly reports on form U-9C-3.
This registration statement is comprised of:
--------------------------------------------------------------------------------
Page 23
(a) Pages numbered 1 to 24 consecutively.
(b) The following Exhibits: the Exhibits shown on the attached exhibit
index.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the registrant has caused this registration statement to be duly signed
on its behalf in the City of Chicago and State of Illinois on the 4th day of
September, 2001.
EXELON CORPORATION
By: /s/ Randall E. Mehrberg
--------------------
Name: Randall E. Mehrberg
Title: Senior Vice President and
General Counsel
Attest:
/s/ Scott N. Peters
-------------------------------------
Assistant Secretary
VERIFICATION
State of Illinois
County of Cook
The undersigned being duly sworn deposes and says that he has duly executed the
attached registration statement dated September 4, 2001 for and on behalf of
Exelon Corporation; that he is the Senior Vice President and General Counsel of
such company; and that all action taken by stockholders, directors, and other
bodies necessary to authorize deponent to execute and file such instrument has
been taken. Deponent further says that he is familiar with such instrument and
the contents thereof, and that the facts therein set forth are true to the best
of his knowledge, information and belief.
/s/ Randall E. Mehrberg
--------------------
Subscribed and sworn to before me, a notary public
this 4th day of September, 2001
/s/ Mary L. Kwilos
------------------
My commission expires October 26, 2001
--------------------------------------------------------------------------------
Page 24
INDEX OF EXHIBITS
EXHIBIT NO. DESCRIPTION
A-1 Organization chart for Exelon, including Exelon Energy
Delivery (filed herewith on Form SE)
G-1 2000 Annual Report of ComEd to the FERC (FERC Form 1) (filed
herewith on Form SE).
G-2 2000 Annual Report of ComEd of Indiana to the FERC (FERC
Form 1) (filed herewith on Form SE).
G-3 2000 Annual Report of SECO to the FERC(FERC Form 1) (filed
herewith on Form SE).
G-4 2000 Annual Report of PECO to the FERC (FERC Form 1) (filed
herewith on Form SE).