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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U5B
REGISTRATION STATEMENT
Filed Pursuant to Section 5 of the
Public Utility Holding Company Act of 1935
Exelon Ventures Company, LLC and Exelon Generation Company, LLC
----------------------------------------------------------------------
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 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
Unicom Unicom Corporation
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Page 1
REGISTRATION STATEMENT
1. Exact Name of Registrant: Exelon Ventures Company, LLC and Exelon
Generation 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 Ventures Company, LLC & Exelon Generation Company, LLC & Subsidiaries
Name of Company Organization State Type of Business
--------------- ------------ ----- ----------------
Exelon Ventures Company, LLC LLC DE Holding Company
Exelon Generation Company, LLC LLC PA Holding Company
PECO Energy Power Company Corporation PA Utility
Susquehanna Power Company Corporation MD Utility
The Proprietors of the Susquehanna Corporation MD Inactive
Canal
Susquehanna Electric Company Corporation MD Utility
AmerGen Energy Company, LLC (50% LLC DE Exempt Wholesale Generator
interest)
AmerGen Vermont, LLC LLC VT Exempt Wholesale Generator
Exelon (Fossil) Holdings, Inc. Corporation DE Investment
Sithe Energies Inc. (49.9% interest) Corporation DE Energy Related
Exelon Peaker Development General, LLC LLC DE Investment
Exelon Peaker Development Limited, LLC LLC DE Investment
ExTex LaPorte L.P. LP TX Exempt Wholesale
Concomber Ltd. Corporation Bermuda Captive Insurance Company
Exelon Enterprises Company, LLC LLC PA Energy Services
Corporation DE Energy-related
Exelon Energy Company
Exelon Energy Ohio, Inc. Corporation DE Energy-related
AllEnergy Gas & Electric Marketing LLC DE Energy-related
Company, LLC
Texas Ohio Gas, Inc.
Exelon Mechanical Services, Inc. Corporation IL Energy Services
Systems Engineering and Management Corp. Corporation TN Energy Related
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Page 2
Name of Company Organization State Type of Business
--------------- ------------ ----- ----------------
Unicom Power Holdings Inc. Corporation DE Energy-related
Unicom Power Marketing Inc. Corporation DE Energy-related
Unicom Healthcare Management Inc. Corporation IL Medical Plan Liabilities
UT Holdings Inc. Corporation DE Energy systems
Northwind Chicago LLC LLC DE Energy systems
Unicom Thermal Development Inc. Corporation DE Energy systems
Exelon Thermal Technologies Inc. Corporation IL Energy systems
Exelon Thermal Technologies Corporation DE Energy systems
Boston Inc.
Northwind Boston LLC (25% LLC MA Energy systems
interest)
Exelon Thermal Technologies Corporation DE Energy systems
Houston Inc.
Northwind Houston LLC (25% LLC DE Energy systems
interest)
Northwind Houston LP (25% Limited DE Energy systems
interest) Partnership
Exelon Thermal Technologies North Corporation DE Energy systems
America Inc.
Northwind Thermal Technologies Corporation Canada Energy systems
Canada Inc.
Unicom Thermal Technologies Corporation Canada Energy systems
Canada Inc.
UTT National Power Inc. Corporation IL Energy systems
Northwind Midway LLC LLC DE Energy systems
UTT Nevada Inc. Corporation NV Energy systems
Northwind Aladdin LLC (75% LLC NV Energy systems
interest)
Northwind Las Vegas LLC (50% LLC NV Energy systems
interest)
UTT Phoenix, Inc. Corporation DE Energy systems
Northwind Arizona Development LLC DE Energy systems
LLC (50% interest)
Northwind Phoenix LLC (50% LLC DE Energy systems
interest)
Exelon Communications Holdings,LLC LLC PA Communications
AT&T Wireless PCS of Philadelphia, LLC DE Communications
LLC (49% interest)
PHT Holdings LLC LLC DE Communications
PECO Hyperion Communications Partnership PA Communications
(49% interest held; PECO holds
1% interest)
Exelon Communications LLC LLC PA Communications
Energy Trading Company Corporation DE Investment
Exelon Enterprises Management, Inc. Corporation PA Investment (in Energy-
Related and
Telecommunications)
UniGrid Energy LLC (50% interest) LLC DE Energy-related
CIC Global, LLC (50% interest) LLC DE Communications
NEON Communications, Inc. N/A N/A Communications
VITTS Network Group, Inc. N/A N/A Communications
Phoenix Foods, LLC N/A N/A
Exelon Capital Partners, Inc. Corporation DE Investment (in Energy-
Related and
Communications)
Permits Now (fka N/A N/A Communications
Softcomp)(approximately 15%
Interest)
OmniChoice.com, Inc. Corporation DE Communications
(approximately 30% interest)
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Page 3
Name of Company Organization State Type of Business
--------------- ------------ ----- ----------------
Enertech Capital Partners, II
(approximately 11% interest) Corporation DE Investment (in Energy-
Related and
Communications
Everest Broadband Networks N/A N/A Communications
Exelon Infrastructure Services, Inc. Corporation DE Infrastructure Services
(approximately 95% interest)
Exelon Infrastructure Services of Corporation DE Infrastructure Services
PA, Inc.
EIS Engineering, Inc. Corporation DE Infrastructure Services
P.A.C.E. Field Services, LLC LLC DE Infrastructure Services
P.A.C.E. Environmental, LLC LLC DE Infrastructure Services
Chowns Communications, Inc. Corporation DE Infrastructure Services
Fischbach and Moore Electric, Inc. Corporation DE Infrastructure Services
MRM Technical Group, Inc. Corporation DE Infrastructure Services
Aconite Corporation Corporation MN Infrastructure Services
Gas Distribution Contractors, Inc. Corporation MO Infrastructure Services
Mid-Atlantic Pipeliners, Inc. Corporation DE Infrastructure Services
Mueller Distribution Contractors, Corporation GA Infrastructure Services
Inc.
Mueller Energy Services, Inc. Corporation NY Infrastructure Services
Mueller Pipeliners, Inc. Corporation DE Infrastructure Services
Mechanical Specialties Corporation WI Infrastructure Services
Incorporated
Rand-Bright Corporation Corporation WI Infrastructure Services
Syracuse Merit Electric, Inc. Corporation DE Infrastructure Services
NEWCOTRA, Inc. Corporation DE Infrastructure Services
Fischbach and Moore, Incorporated Corporation NY Infrastructure Services
Fischbach and Moore Electrical Corporation DE Infrastructure Services
Contracting Inc.
T.H. Green Electric Co., Inc. Corporation NY Infrastructure Services
Trinity Industries, Inc. Corporation DE Infrastructure Services
OSP Consultants, Inc. Corporation VA Infrastructure Services
International Communications Corporation NV Infrastructure Services
Services, Inc.
OSP Inc. Corporation VA Infrastructure Services
OSP Servicios, S.A. de C.V. S.A. de C.V. Mexico Inactive
OSP Telecom, Inc. Corporation DE Infrastructure Services
OSP Telecomm de Mexico, S.A. de S.A. de C.V. Mexico Inactive
C.V.
OSP Telcom de Colombia, LTDA LTDA Colombia Inactive
OSP Telecommunications, Ltd. Limited Bermuda Inactive
RJE Telecom, Inc. Corporation FL Infrastructure Services
Utility Locate & Mapping Services, Corporation VA Infrastructure Services
Inc.
Universal Network Services, Inc. Corporation CA Infrastructure Services
(49% interest)
Dashiell Holdings Corp. Corporation DE Infrastructure Services
Dashiell Corporation Corporation TX Infrastructure Services
Dacon Corporation Corporation TX Infrastructure Services
VSI Group Inc. Corporation DE Infrastructure Services
International Vital Solutions Corporation MD Infrastructure Services
Group, Inc.
Michigan Trenching Service, Inc. Corporation MI Infrastructure Services
Lyons Equipment, Inc. Corporation MI Infrastructure Services
M.J. Electric, Inc. Corporation DE Infrastructure Services
Electric Services,Inc. Corporation DE Infrastructure Services
EIS Investments, LLC LLC DE Infrastructure Services
WCB Services, LLC (49% interest) LLC OK Infrastructure Services
Adwin Equipment Company Corporation PA Energy-related
Kinetic Ventures Fund I, LLC (22.22% interest), LLC DE Investment (in Energy-
and Kinetic Ventures Fund II, Related and
LLC (17.64% interest) Communications)
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Page 4
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 Ventures and Exelon
Generation and their 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 Ventures and Exelon
Generation and their 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
Interstate Transactions:
Name of State
Delivered Out of State
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Page 5
Received from Out of State
Exelon Ventures and Exelon Generation are not engaged in the
transmission of electric energy or gas in interstate commerce.
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 JANUARY 1, 2001
Amount Issued
Name of Obligor Title of Issue Amount Authorized Less Retired
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UNICOM MECHANICAL Note, 8.750% 19,085 2,371
SERVICES Due March 31, 2001
UNICOM MECHANICAL Note, 8.900% 19,085 2,960
SERVICES Due April 30, 2001
UNICOM MECHANICAL Note, 2.900% 19,410 12,059
SERVICES Due October 1, 2002
UNICOM THERMAL Guaranteed Senior Notes 11,523,000 11,523,000
TECHNOLOGIES 7.680%
Due June 30, 2023
UNICOM THERMAL Guaranteed Senior Notes 28,000,000 28,000,000
TECHNOLOGIES 9.090%
Due January 31, 2020
UNICOM THERMAL UTT National Power 2,098,200 1,145,476
TECHNOLOGIES Equipment Group
Obligation, 8.000%
Due April 1, 2015
Exelon Generation Pollution Control Notes 24,125,000 24,125,000
Delaware County
Series 1993-A, 4.5935%
Due August 1, 2016
Exelon Generation Pollution Control Notes 23,000,000 23,000,000
Salem County
Series 1993-A, 3.8774%
Due March 1, 2025
Exelon Generation Pollution Control Notes 82,560,000 82,560,000
Montgomery County
Series 1994-A, 4.2160%
Due June 1, 2029
Exelon Generation Pollution Control Notes 13,340,000 13,340,000
Montgomery County
Series 1994-B, 4.3000%
Due June 1, 2029
Exelon Generation Pollution Control Notes 18,440,000 18,440,000
York County
Series 1993-A, 4.5935%
Due August 1, 2016
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Page 6
Exelon Generation Pollution Control Notes 34,000,000 34,000,000
Montgomery County
Series 1996-A, 4.1840%
Due March 1, 2034
CAPITAL STOCK
(b) For each class of capital stock including certificates of beneficial
interest give information in number of shares and in dollar amounts: (Do
not include here any warrants, options, or other securities reported under
paragraph 8(d).)
BY PERMISSION OF THE STAFF OF THE COMMISSION,
COLUMNS G THROUGH J HAVE BEEN OMITTED.
ISSUER TITLE OF AMOUNT AMOUNT AMOUNT AMOUNT
NAME ISSUE AUTHORIZED RESERVED UN-ISSUED ISSUED
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Exelon Ventures Company, LLC
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Exelon Generation Company, LLC
PECO Energy Power Company Com. Stk. 984,000 984,000
Susquehanna Power Company Com. Stk. 1,500,000 227,000 1,273,000
The Proprietors of the Susquehanna Canal 22
Susquehanna Electric Company Com. Stk. 1,000 1,000
AmerGen Energy Company, LLC
AmerGen Vermont, LLC
Exelon (Fossil) Holdings, Inc. Com. Stk. 1,000 900 100
Sithe Energies, Inc.
Exelon Peaker Development General, LLC
Exelon Peaker Development Limited, LLC
ExTex LaPorte Limited Patrnership
Concomber Ltd
----------------------------------------------------
Exelon Enterprises Company, LLC
Exelon Energy Company Com. Stk. 1,000 - 900 100
Exelon Energy Ohio, Inc. Com. Stk. 1,000 - - 1,000
AllEnergy Gas & Electric Marketing Company, LLC
Texas Ohio Gas, Inc.
Exelon Services, Inc. Com. Stk. 1,000 - 900 100
Systems Engineering and Management Corp.
Unicom Power Holdings Inc. Com. Stk. 1,000 - 900 100
Unicom Power Marketing Inc. Com. Stk. 1,000 - 900 100
Unicom Healthcare Management Inc. Class A Com. Stk. 1,000 - - 1,000
UT Holdings Inc. Com. Stk. 1,000 - 900 100
Northwind Chicago LLC
Unicom Thermal Development Inc. Com. Stk. 100 - - 100
Exelon Thermal Technologies, Inc. Com. Stk. 100 - - 100
Exelon Thermal Technologies Boston, Inc. Com. Stk. 100 - - 100
Northwind Boston LLC
Exelon Thermal Technolgoies Houston, Inc. Com. Stk. 100 - - 100
Northwind Houston LLC
Northwind Houston LP
Exelon Thermal Technologies North America, Inc. Com. Stk. 3,000 - 2,990 10
Northwind Thermal Technologies Canada Inc. Com. Stk. 10,000 - 9,990 10
Unicom Thermal Technologies Canada, Inc. Com. Stk. 10,000 - 9,990 10
UTT National Power Inc. Com. Stk. 1,000 - 900 100
Northwind Midway LLC
UTT Nevada Inc. Com. Stk. 100 - - 100
Northwind Aladdin LLC
Northwind Las Vegas LLC
UTT Phoenix, Inc. Com. Stk. 1,000 - 900 100
Northwind Arizona Development LLC
Northwind Phoenix LLC
Exelon Communications Holdings, LLC
AT&T Wireless PCS of Philadelphia, LLC
PHT Holdings, LLC
PECO Hyperion Telecommunications
Exelon Communications Company, LLC
Energy Trading Company Com. Stk. 1,000 900 100
Exelon Enterprises Management, Inc. Com. Stk. 1,000 900 100
UniGridEnergy, LLC
CIC Global, LLC
NEON Communications, Inc.
VITTS Network Group, Inc.
Exelon Capital Partners, Inc. Com. Stk. 1,000 900 100
Permits Now (fka Softcomp)
OmniChoice.com, Inc.
Enertech Capital Partners, II
Everest Broadband Networks
UTECH Climate Challenge Fund, L.P. - - - - -
Kinetic Ventures I, LLC - - - - -
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Page 7
Kinetic Ventures II, LLC - - - - -
Exelon Infrastructure Services, Inc. Com. Stk. 150,000,000 119,144,070 30,855,930
Exelon Infrastructure Services of Pennsylvania, Inc.
EIS Engineering, Inc.
P.A.C.E Field Services, LLC
P.A.C.E Environmental, LLC
Chowns Communications, Inc.
Fischbach and Moore Electric, Inc.
MRM Technical Group, Inc.
Aconite Corporation
Gas Distribution Contractors, Inc.
Mid-Atlantic Pipeliners, Inc.
Mueller Distribution Contractors, Inc.
Mueller Energy Services, Inc.
Mueller Pipeliners, Inc.
Mechnical Specialties Incorporated
Rand-Bright Corporation
Syracuse Merit Electric, Inc.
NEWCOTRA, Inc.
Fischbach and Moore, Inc.
Fischbach and Moore Electrical Contracting, Inc.
T.H. Green Electric Co., Inc.
Trinity Industries, Inc.
OSP Consultants, Inc.
International Communications Services, Inc.
OSP, Inc.
OSP Servicios, S.A. de C.V.
OSP Telecom, Inc.
OSP Telcomm de Mexico, S.A. de C.V.
OSP Telcom de Colombia, LTDA
OSP Telecommunications, Ltd.
RJE Telecom, Inc.
Utility Locate & Mapping Services, Inc.
Universal Network Services, Inc.
Dashiell Holdings Corp.
Dashiell Corporation
Dacon Corporation
VSI Group Inc
International Vital Solutions Group, Inc.
Michigan Trenching Service, Inc.
Lyons Equipment, Inc.
M.J. Electric, Inc.
Electric Services, Inc.
EIS Investments, LLC
WCB Services, LLC
Adwin Equipment Company Com. Stk. 1,000 1,000
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Page 8
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 Ventures and
Exelon Generation 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).
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 Ventures and Exelon
Generation. 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.
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Page 9
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 Ventures Company, LLC 100%
Exelon Generation Company, LLC 100% 4,551,000
PECO Energy Power Company 984,000 100% 24,600
Susquehanna Power Company 1,273,000 100% 47,047
The proprietors of the Susquehanna Canal 100% N/A
Susquehanna Electric Company 1,000 100% 10,000
AmerGen Energy Company, LLC 50%
AmerGen Venture, LLC 100%
Exelon (Fossil) Holdings, Inc. 100%
Sithe Energies, Inc. 49.90%
Exelon Peaker Development General, LLC 100% N/A
Exelon Peaker Development Limited, LLC 100% N/A
ExTex LaPorte Limited Partnership 1% EP Gen N/A
99% EP Lim N/A
Concomber Ltd 100% 1,200
Exelon Enterprises Company, LLC 100 100% 873,519,290
Exelon Energy Company 100 100% (21,642)
Exelon Energy Ohio, Inc. 1,000 100% 13,942
AllEnergy Gas & Electric Marketing Company, LLC N/A 100% 22,850
Texas Ohio Gas, Inc. 100% (403)
Exelon Mechanical Services, Inc. 100 100% 33,548
Systems Engineering and Management Corporation, Inc 874 100% 7,107
Unicom Power Holdings, Inc. 100 100% (16,017)
Unicom Power Marketing, Inc. 100 100% N/A
Unicom Healthcare Management, Inc. 1,110 100% 1,702
UT Holdings, Inc. 100 100% (142,328)
Northwind Chicago, LLC N/A 100% (5,649)
Unicom Thermal Development, Inc. 100 100% (4,685)
Exelon Thermal Technologies, Inc. 100 100% (81,511)
Exelon Thermal Technologies Boston, Inc. 100 100% (4,311)
Northwind Boston, LLC N/A 25% (11,552)
Exelon Thermal Technologies Houston, Inc. 100 100% (766)
Northwind Houston, LLC N/A 25% 128
Northwind Houston, LP N/A 25% 13,635
Exelon Thermal Technologies North America, Inc. 10 100% (3,068)
Northwind Thermal Technologies Canada, Inc. 10 100% (1,801)
Unicom Thermal Technologies, Canada Inc. 10 100% (1,011)
UTT National Power, Inc. 100 100% (546)
Northwind Midway, LLC N/A 100% N/A
UTT Nevada, Inc. 100 100% (177)
Northwind Aladdin, LLC N/A 75% 12,000
Northwind Las Vegas, LLC N/A 50% 349
UTT Phoenix, Inc. 100 100% N/A
Northwind Arizona Development, LLC N/A 50% N/A
Northwind Phoenix, LLC N/A 50% N/A
Exelon Communications Holdings, LLC 100% 439,163
AT&T Wireless PCS of Philadelphia, LLC 49%
PHT Holdings, LLC 100% 56,620
PECO Hyperion Telecommunications 49%
Exelon Communications Company, LLC 100% 149,287
Energy Trading Company 100% 744
Exelon Enterprises Management, Inc. 100% 95,600
UniGridEnergy, LLC 50%
CIC Global, LLC 50%
NEON Communications, Inc. 10%
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Page 10
VITTS Network Group, Inc. 20%
Phoenix Foods, LLC 5%
Exelon Capital Partners, Inc. 100% 32,966
Permits Now (fka Softcomp) 16%
OmniChoice.com, Inc. 30%
Enertech Capital Partners II 11%
Everest Broadband Networks 15%
Exelon Infrastructure Services, Inc. <100% 515,266
Exelon Infrastructure Services of Pennsylvania, Inc. 100% 6,938
EIS Engineering, Inc. 100%
P.A.C.E Field Services, LLC 100% 8,135
P.A.C.E Environmental, LLC 100%
Chowns Communication, Inc. N/A 100% 11,893
Fischbach and Moore Electric, Inc. N/A 100%
MRM Technical Group, Inc. N/A 100% 121,556
Aconite Corporation 100%
Gas Distribution Contractors, Inc. 100%
Mid-Atlantic Pipeliners, Inc. 100%
Mueller Distribution Contractors, Inc. 100%
Mueller Energy Services, Inc. 100%
Mueller Pipeliners, Inc. 100%
Mechanical Specialties Incorporated 100%
Rand-Bright Corporation 100%
Syracuse Merit Electric, Inc. N/A 100% 15,297
NEWCOTRA, Inc. N/A 100%
Fischbach and Moore, Inc. 100% 7,001
Fischbach and Moore Electrical Contractors, Inc. 100%
T.H. Green Electric Co., Inc. 100%
Trinity industries, Inc. N/A 100% 11,322
OSP Consultants, Inc. N/A 100% 68,116
International Communications Services, Inc. 100%
OSP, Inc. 100%
OSP Servicios, S.A. de C.V. 100%
OSP Telecom, Inc. 100%
OSP Telcomm de Mexico, S.A. de C.V. 100%
OSP Telcom de Columbia, LTDA 1005
OSP Telecommunications, Ltd. 100%
RJE Telecom, Inc. 100%
Utilities Locate & Mapping Services, Inc. 100%
Universal Network Services, Inc. 49%
Dashiell Holdings Corporation N/A 100% 68,215
Dashiell Corporation 100%
Dacon Corporation 100%
VSI Group, Inc. N/A 100% 19,307
International Vital Solutions Group, Inc. 100%
Michigan Trenching Services, Inc. N/A 100% 14,994
Lyons Equipments, Inc. N/A 100%
M.J. Electric, Inc. 100% 143,906
Electric Services, Inc. 100% 7,443
EIS Investments, LLC 100%
WCB Services, LLC 49%
Adwin Equipment Company N/A 100% 16,732
Kinetic Ventures Fund I, LLC 22.22%
Kinetic Ventures Fund II, LLC 17.64%
N/A Not applicable or Not Available
Issuer book value is subject to a final determination.
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Page 11
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
----------------------------------------------------------------------------------------------------------------------
Exelon Pantellos Corporation Corporation N/A $4,439,210 $4,439,210
Capital
Partners, Inc.
Exelon Automated Power Exchange Competitive Power 1,500,000 $3,000,000 $3,000,000
Capital Exchange Business
Partners, Inc.
Exelon UTECH Climate Challenge Venture Capital N/A $4,582,713 $23,847,576
Capital Fund, L.P. Investment
Partners, Inc.
Exelon Exotrope Convertible N/A $500,000 $500,000
Capital Debentures
Partners, Inc.
Exelon Media Station, Inc. Preferred plus 214,286 $1,500,000 $1,500,000
Capital Warrants (Common) 48,702
Partners, Inc.
Energy Trading WorldWide Web Common shares 73,450 $316,753 $9,181
Company NetworX Corporation
Energy Trading Entrade Common Shares 200,000 $1,489,115 $162,500
Company
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Page 12
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:
(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
---------------------------------------------------------------------------------------------------------
Exelon Exelon Corporation 5,000,000 Variable Revolver
Enterprises, LLC
Exelon Enterprises,LLC Unicom Investment, Inc. 619,830,398 Variable Revolver
Unicom Healthcare Exelon 50,000 Variable Revolver
Management, Inc. Enterprises, LLC
Exelon Energy Exelon 41,078,696 Variable Revolver
Company Enterprises, LLC
Exelon Energy Exelon 120,072,983 Variable Revolver
Company Enterprises, LLC
Unicom Power Exelon 91,000,000 Variable Revolver
Holdings, Inc. Enterprises, LLC
Exelon Mechanical Exelon 83,328,167 Variable Revolver
Services, Inc. Enterprises, LLC
UT Holdings, Inc. Exelon 241,870,258 Variable Revolver
Enterprises, LLC
Exelon Thermal UT Holdings, Inc. 176,708,228 Variable Revolver
Technologies, Inc.
Exelon Thermal Edison Finance 17,211,180 7.750% 12/31/08
Technologies, Inc. Partnership
Unicom Thermal UT Holdings, Inc. 4,125,468 Variable Revolver
Development, Inc.
Exelon Thermal UT Holdings, Inc. 8,296,380 Variable Revolver
Technologies
Boston, Inc.
Exelon Thermal UT Holdings, Inc. 12,797,500 Variable Revolver
Technologies
Houston, Inc.
Unicom Thermal UT Holdings, Inc. 2,453,441 Variable Revolver
Technologies
Canada, Inc.
UTT Phoenix, Inc. UT Holdings, Inc. 644,000 Variable Revolver
UTT Nevada, Inc. UT Holdings, Inc. 12,349,628 Variable Revolver
Northwind Midway, LLC UT Holdings, Inc. 215,000 Variable Revolver
--------------------------------------------------------------------------------
Page 13
Exelon CIC Global, LLC 2,000,000 Prime 12/14/2001
Enterprise
Management
Exelon Neon Communications, Inc. 16,635,881 8.00% 4/15/2005
Enterprise
Management
Exelon Infrastructure Exelon Enterprises 48,422,908 Variable Revolver
Services
Exelon Exelon Enterprise 6,917,056 7.00% On Demand
Enterprises Management
Exelon Fossil Exelon Corporation 696,196,000 7.562% to 7.625% 10/12/2001
Holdings, Inc.
AT&T Wireless PCS PECO Wireless, LLC 153,419,000 AFR (semi-annual) On demand
of Philadelphia
N.A. Not Available
(b) Debts owed to others as of December 31, 2000:
BYPERMISSION OF THE STAFF OF THE COMMISSION, "DEBTS OWED TO
OTHERS" HAS BEEN OMITTED.
PRINCIPAL LEASES
12. Describe briefly the principal features of each lease (omitting oil and gas
leases) to which the registrant or any subsidiary company thereof is a
party, which involves rental at an annual rate of more than $50,000 or an
amount exceeding 1% of the annual gross operating revenue of such party to
said lease during its last fiscal year (whichever of such sums is the
lesser) but not including any lease involving rental at a rate of less than
$5,000 per year.
Total Payments for the
Lessee Lessor Items Leased year ended December 2000
---------------------------------------------------------------------------------------------------------------------
Exelon Generation Chase Manhattan Trust Company Railcars 4,671,638
Exelon Generation CIT Group/Equipment Railcars 546,504
Financing Inc.
Exelon Generation General Electric Railcar Railcars 1,449,420
Services Corporation (1)
Exelon Generation Newcourt Capital USA, Inc. (2) Railcars 3,439,668
Exelon Generation Transport Capital Rail Railcars 576,000
Partners, LLC
Exelon Generation Duke Realty Office Space 3,184,393
Exelon Generation Integral Systems Office Space 247,799
Exelon Generation United Jersey Bank, Merrill Creek 14,585,012
As Owner Trustee
Exelon Generation FV Office Partnership, Office Building 1,333,333
Limited Partnership
Exelon Generation Kennett Development Co. LLC Office Building 2,241,810
Exelon Generation BET Investments Office Building 54,299
------------
Total $311,385,320
============
Exelon Enterprises Dover Westchester, LLC Office Space $ 458,483
Exelon Enterprises Glenborough Realty Trust, Inc. Office Building 801,193
--------------------------------------------------------------------------------
Page 14
Exelon Enterprises Fox Realty Company Office Building 250,000
------------
Total $ 1,509,676
============
Exelon Mechanical Services, Inc. Bank of Homewood Office Space $ 83,129
Exelon Mechanical Services, Inc. Thomas F. Nelson Office Space 116,667
Exelon Mechanical Services, Inc. KPS Limited Partnership Office Space 260,182
Exelon Mechanical Services, Inc. Suzanne S. Sprowl Trust Office Space 763,200
Exelon Mechanical Services, Inc. William N. Neiheiser Office Space 72,500
------------
Total $ 1,295,678
============
Exelon Energy Company PJF Investments Office Space $ 132,946
Exelon Energy Company 3 University Office Office Space 149,107
Park, Inc. ------------
Total $ 282,053
============
Exelon Thermal Technologies, Inc. JPS Interests Land $ 165,000
Exelon Thermal Technologies, Inc. Health Care Service Corp Office Space 757,000
Exelon Thermal Technologies, Inc. LaSalle National Office Space 116,250
Trust N.A.
Exelon Thermal Technologies, Inc. Scribcor, Inc. Office Space 294,000
------------
Total $ 1,332,250
============
Grand Total $315,804,977
============
(1) Lease was assigned to NBB North America Co., Ltd. as of June 26, 2000.
(2) Lease was assigned to National City Leasing Corporation as of September 30,
1999.
SECURITIES SOLD
13. If, during the last five years, the registrant or any subsidiary company
thereof has issued, sold, or exchanged either publicly or privately any
securities having a principal amount, par, stated or declared value
exceeding $1,000,000 or exceeding an amount equal to 10% of the total
liabilities as shown by the balance sheet of issuer at the time such issue
(whichever of such sums is the lesser), give the following information with
respect to each such issue or sale:
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)
-------------------------------------------------------------------------------------------------------
1998
Unicom Thermal 7.38% Note $120,000 100% 1.376% Merrill Lynch, 100%
Technologies Goldman Sachs
1999
Unicom Thermal 7.680% Note $11,523 100% 3.237% ABN Amro 100%
Technologies
2000
Unicom Thermal 9.090% Note $28,000 100% 2.952% ABN Amro 100%
Technologies
--------------------------------------------------------------------------------
Page 15
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
Ventures and Exelon Generation, as of April 23, 2001.
Title of Issue Holder of Record and Address Number of Shares Percent of Class
Owned
---------------------------------------------------------------------------------------------------------
Exelon Generation Exelon Ventures N/A 100% of member-
Membership interest P.O. Box 805398 ship interest
Chicago, IL 60680-5398
Exelon Ventures 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 Generation's membership interest is held by Exelon
Ventures Company. 100% of Exelon Venture'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 16
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.
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
--------------------------------------------------------------------------------
Page 17
firm, state the name of such director or officer, describe briefly such
other positions held by him and indicate which of the rules under
Section 17(c) authorizes the registrant and subsidiary companies of
which he is a director or officer to retain him in such capacity.
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 Ventures and Exelon Generation 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 Ventures and Exelon Generation, 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 Ventures and Exelon Generation and their 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 is attached as
Exhibit H-1. A summary of the service provider, recipient, description
of the work, the annual dollar volume, and pricing was filed as
Exhibit B-3.3, Part A, to the Merger U-1; the exhibit was filed with
Amendment No. 3 to such Form U-1 on October 18, 2000. Included in such
summary is a description of services provided to certain governmental
customers of ComEd by affiliates of ComEd pursuant to pass-through
arrangements and the AIA.
--------------------------------------------------------------------------------
Page 18
2. PECO provides services to or receives services from affiliates in
accordance with a Mutual Services Agreement ("MSA") approved by the
Pennsylvania Public Utilities Commission. The form of the MSA is
attached as Exhibit H-2. A summary of the service provider, recipient,
description of the work, the annual dollar volume, and pricing was
filed as Exhibit B-3.3, Part A, to the Merger U-1; the exhibit was
filed with Amendment No. 3 to such Form U-1 on October 18, 2000.
3. Exelon Business Services Company is the service company subsidiary for
the Exelon system and provides Exelon, PECO, ComEd, Exelon 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.
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 Ventures
and Exelon Generation and their 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).
--------------------------------------------------------------------------------
Page 19
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
Ventures and Exelon Generation 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 Ventures and Exelon Generation and each of their
subsidiary companies; (ii) a brief description of every
subsidiary company of Exelon Ventures and Exelon Generation;
and (iii) a brief description of every subsidiary company of
Exelon Ventures and Exelon Generation 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.
--------------------------------------------------------------------------------
Page 20
OMITTED BY PERMISSION OF THE STAFF OF THE COMMISSION.
(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 Ventures and Exelon Generation commenced operations in
2001 and accordingly have no financial statements for 2000.
The Consolidating Financial Statements for Exelon Ventures and
Exelon Generation 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 21
(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 Ventures and Exelon Generation are wholly owned by
Exelon and Exelon Ventures, respectively, and accordingly do
not submit annual reports to their 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.
No such reports required or filed.
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.
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Page 22
This registration statement is comprised of:
(a) Pages numbered 1 to 23 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 23rd day of
April, 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 April 23, 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 23rd day of April, 2001
/s/ Mary L. Kwilos
------------------
My commission expires October 26, 2001
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Page 23
INDEX OF EXHIBITS
EXHIBIT NO. DESCRIPTION
A-1 Organization chart for Exelon, including Exelon Ventures and
Exelon Generation (filed herewith on Form SE)