UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of CERTIFICATE
Exelon Corporation OF
File No. 70-9693 NOTIFICATION
Public Utility Holding Company Act of 1935 (PUHCA)
Exelon Corporation, a Pennsylvania corporation and registered holding
company (Exelon), hereby submits the following Certificate of Notification
pursuant to Rule 24. This filing is made pursuant to Exelon's Form U-1
Application-Declaration, as amended (the "Financing U-1") and the Securities and
Exchange Commission's merger, financing and investment orders. This certificate
reports activity in File No. 70-9693 for the period January 1, 2003 through
March 31, 2003. Any capitalized terms used herein but not defined herein have
the respective meanings given in the Financing U-1 or the Commission's Orders.
See Exhibit A for Glossary of Defined Terms
1. Order - A computation in accordance with rule 53(a) setting forth Exelon's
"aggregate investment" in all EWGs and FUCOs, its "consolidated retained
earnings" and a calculation of the amount remaining under the Requested
EWG/FUCO Authority.
Rule 53(a) provides that a registered holding company's aggregate
investment in EWGs and FUCOs may not exceed 50% of its retained earnings.
Exelon was granted partial relief from this rule pursuant to the December
8, 2000 Order, which provides for a Modified Rule 53 Test applicable to
Exelon's investments in EWGs and FUCOs of $4,000 million. At March 31,
2003, Exelon's "aggregate investment" (as defined in rule 53(a) under
PUHCA) in all EWGs and FUCOs was approximately $2,157 million, and
accordingly, at March 31, 2003, Exelon's remaining investment capacity
under the Modified Rule 53 Test was approximately $1,843 million. At March
31, 2003, Exelon's "consolidated retained earnings" (as defined in rule
53(a) under PUHCA) was $1,887 million.
2. Order - A breakdown showing Exelon's aggregate investment in each EWG or
FUCO counting against the Requested EWG/FUCO Authority.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1,
certain information concerning the aggregate investment by EWG/FUCO
Project.
3. Order - Identification of any new EWG or FUCO counting against the
requested EWG/FUCO Authority in which Exelon has invested or committed to
invest during the quarter.
In the first quarter of 2003, Exelon did not commit to invest in any new
EWGs or FUCOs that would count against the Modified Rule 53 Test.
4. Order - Analysis of the growth in consolidated retained earnings that
segregates total earnings growth of EWGs and FUCOs from that attributable
to other subsidiaries of Exelon.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1, total
earnings growth by EWG and FUCO project in the first quarter, 2003.
5. Order - A statement of revenues and net income for each EWG and FUCO for
the twelve months ending as of that quarter.
Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1, net
income and revenues of Exelon's EWG and FUCO Projects for the twelve months
ended March 31, 2003.
6. Order - Consolidated capitalization ratios of Exelon, with consolidated
debt to include all short-term debt and nonrecourse debt of all EWGs and
FUCOs.
At March 31, 2003, Exelon's consolidated capitalization ratio was: debt
65%, common equity 32%, and preferred securities of subsidiaries of 3%.
(For these purposes, "consolidated debt" means all long-term debt,
long-term debt due within one year, notes payable and other short-term
obligations, including any short-term debt and non-recourse debt of
EWG/FUCO Projects, to the extent normally consolidated under applicable
financial reporting rules).
7. Order - A table showing, as of the end of the quarter, the dollar and
percentage components of the capital structure of Exelon on a consolidated
basis and of each Utility Subsidiary.
Capital Structure of Exelon and its utility subsidiaries as of March 31,
2003 are as follows (in millions, except percentage data):
Exelon PECO ComEd Genco PEPCO SPCO SECO ComEd
Indiana
Debt1
Amount $15,949 $5,769 $6,337 $2,993
Percentage 65% 86% 51% 49%
Common
------
Equity
------
Amount $8,004 $700 $5,679 $3,140 $138 $130 $(10) $12
Percentage 32% 10% 46% 51% 100% 100% 100% 100%
Preferred
---------
Securities
----------
Amount $610 $265 $351
Percentage 3% 4% 3%
------------------
1 See definition under Item 6.
8. Order - The market-to-book ratio of Exelon's common stock.
At March 31, 2003, the market-to-book ratio of Exelon's common stock was
2.05 to 1.
9. Order - The sale of any common stock or preferred securities by Exelon and
the purchase price per share and the market price per share at the date of
the agreement of sale.
During the first quarter of 2003, 921,935 shares of common stock were
issued under various employee stock purchase and compensation plans with a
price range of $45.37 to $55.10 per share. The average price for the period
was $48.59 per share.
10. Order - The total number of shares of Exelon common stock issued or
issuable under options granted during the quarter under employee benefit
plans and dividend reinvestment plans including any employee benefit plans
or dividend reinvestment plans later adopted.
Exelon granted 3,130,300 stock options in the first quarter of 2003 at an
average exercise price of $49.61 per share.
11. Order - If Exelon common stock has been transferred to a seller of
securities of a company being acquired, the number of shares so issued, the
value per share and whether the shares are restricted in the hands of the
acquirer.
Exelon did not transfer any common stock to a seller of securities of a
company being acquired during the first quarter of 2003.
12. Order - If a guarantee is issued by Exelon, Genco or a Subsidiary where
such guaranty is not exempt under Rule 52 during the quarter, the name of
the guarantor, the name of the beneficiary of the guarantee and the amount,
terms and purpose of the guarantee.
-----------------------------------------------------------------------------------------------------
Name of Sub / Purpose Amount Term
-----------------------------------------------------------------------------------------------------
Exelon Generation $67,000,000 12 months
- Energy trading, equity
guarantee
-----------------------------------------------------------------------------------------------------
Enterprises $59,400,000 12 months
- Surety bonds, energy
contracts, letters of credit
-----------------------------------------------------------------------------------------------------
13. Order - The amount and terms of any Exelon indebtedness issued during the
quarter.
Overnight commercial paper issued through Chase Manhattan Bank on behalf of
Exelon during the quarter. Daily balances ranged from $236 million to $750
million at an average interest rate of 1.41%.
14. Order - The amount and terms of any short-term debt issued by any Utility
Subsidiary during the quarter.
A. Overnight commercial paper issued through Bank One on behalf of PECO
during the first quarter. Daily balances ranged from $50 to $582
million at an average interest rate of 1.33%.
B. Overnight commercial paper issued through Bank One on behalf of ComEd
during the first quarter. Daily balances ranged from $-0- to $105
million at an average interest rate of 1.48%.
C. Contributions to and loans from the Utility Money Pool: The activity
below reflects a contribution to the money pool by ComEd of Indiana
and a loan to ComEd.
Exelon Utility Money Pool
For the Period January 1, 2003 through March 31, 2003
Activity for the quarter - ComEd of Indiana invested surplus funds in the
Utility Money Pool during the fourth quarter of 2001 and the first quarter of
2002 and ComEd borrowed such funds. The activity below reflects the interest
expense charged ComEd and the interest income earned by ComEd of Indiana during
the first quarter of 2003. Interest is based on J.P. Morgan's money market
account.
ComEd ComEd of Indiana
Daily Applied Interest Expense Interest Income
Date Balance Interest Rate Accrual Accrual
------------- -------------------- -------------------- -------------------------- -----------------------
1/1/03 $ 20,500,000 1.31% $745.97 $745.97
1/2/03 20,500,000 1.31% 745.97 745.97
1/3/03 20,500,000 1.33% 757.36 757.36
1/4/03 20,500,000 1.33% 757.36 757.36
1/5/03 20,500,000 1.33% 757.36 757.36
1/6/03 20,500,000 1.31% 745.97 745.97
1/7/03 20,500,000 1.30% 740.28 740.28
1/8/03 20,500,000 1.30% 740.28 740.28
1/9/03 20,500,000 1.29% 734.58 734.58
1/10/03 20,500,000 1.29% 734.58 734.58
1/11/03 20,500,000 1.29% 734.58 734.58
1/12/03 20,500,000 1.29% 734.58 734.58
1/13/03 20,500,000 1.30% 740.28 740.28
1/14/03 20,500,000 1.29% 734.58 734.58
1/15/03 20,500,000 1.30% 740.28 740.28
1/16/03 20,500,000 1.31% 745.97 745.97
1/17/03 20,500,000 1.30% 740.28 740.28
1/18/03 20,500,000 1.30% 740.28 740.28
1/19/03 20,500,000 1.30% 740.28 740.28
1/20/03 20,500,000 1.30% 740.28 740.28
1/21/03 20,500,000 1.28% 728.89 728.89
1/22/03 20,500,000 1.29% 734.58 734.58
1/23/03 20,500,000 1.29% 734.58 734.58
1/24/03 20,500,000 1.28% 728.89 728.89
1/25/03 20,500,000 1.288% 728.89 728.89
1/26/03 20,500,000 1288% 728.89 728.89
1/27/03 20,500,000 127% 723.19 723.19
1/28/03 20,500,000 1.29% 734.58 734.58
1/29/03 20,500,000 1.28% 728.89 728.89
1/30/03 20,500,000 1.27% 723.19 723.19
1/31/03 20,500,000 1.27% 723.19 723.19
--------------------- ------------------------------ ------------------
Total $ 22,868.89 $ 22,868.89
============================== ==================
2/1/03 $ 20,500,000 1.27% $723.19 $723.19
2/2/03 20,500,000 1.27% 723.19 723.19
2/3/03 20,500,000 1.28% 728.89 728.89
2/4/03 20,500,000 1.27% 723.19 723.19
2/5/03 20,500,000 1.27% 723.19 723.19
2/6/03 20,500,000 1.27% 723.19 723.19
2/7/03 20,500,000 1.27% 723.19 723.19
2/8/03 20,500,000 12.7% 723.19 723.19
2/9/03 20,500,000 1.27% 723.19 723.19
2/10/03 20,500,000 1.26% 717.50 717.50
2/11/03 20,500,000 1.27% 723.19 723.19
2/12/03 20,500,000 1.26% 717.50 717.50
2/13/03 20,500,000 1.24% 706.11 706.11
2/14/03 20,500,000 1.25% 711.81 711.81
2/15/03 20,500,000 1.25% 711.81 711.81
2/16/03 20,500,000 1.25% 711.81 711.81
2/17/03 20,500,000 1.25% 711.81 711.81
2/18/03 20,500,000 1.26% 717.50 717.50
2/19/03 20,500,000 1.27% 723.19 723.19
2/20/03 20,500,000 1.24% 706.11 706.11
2/21/03 20,500,000 1.23% 700.42 700.42
2/22/03 20,500,000 1.23% 700.42 700.42
2/23/03 20,500,000 1.23% 700.42 700.42
2/24/03 20,500,000 1.23% 700.42 700.42
2/25/03 20,500,000 1.24% 706.11 706.11
2/26/03 20,500,000 1.24% 706.11 706.11
2/27/03 20,500,000 1.24% 706.11 706.11
2/28/03 20,500,000 1.24% 706.11 706.11
Total $ 19,998.89 $19,998.89
============================= ==================
3/1/03 $ 20,500,000 1.24% $706.11 $706.11
3/2/03 20,500,000 1.24% 706.11 706.11
3/3/03 20,500,000 1.24% 706.11 706.11
3/4/03 20,500,000 1.24% 706.11 706.11
3/5/03 20,500,000 1.22% 694.72 694.72
3/6/03 20,500,000 1.22% 694.72 694.72
3/7/03 20,500,000 1.22% 694.72 694.72
3/8/03 20,500,000 1.22% 694.72 694.72
3/9/03 20,500,000 1.22% 694.72 694.72
310/03 20,500,000 1.21% 689.03 689.03
311/023 20,500,000 1.20% 683.33 683.33
3/12/03 20,500,000 1.20% 683.33 683.33
3/13/03 20,500,000 1.19% 677.64 677.64
3/14/03 20,500,000 1.20% 683.33 683.33
3/15/03 20,500,000 1.20% 683.33 683.33
3/16/03 20,500,000 1.20% 683.33 683.33
3/17/03 20,500,000 1.21% 689.03 689.03
3/18/03 20,500,000 1.22% 694.72 694.72
3/19/03 20,500,000 1.20% 683.33 683.33
3/20/03 20,500,000 1.18% 671.94 671.94
3/21/03 20,500,000 1.18% 671.94 671.94
3/22/03 20,500,000 1.18% 671.94 671.94
3/23/03 20,500,000 1.18% 671.94 671.94
3/24/03 20,500,000 1.81% 671.94 671.94
3/25/03 20,500,000 1.20% 683.33 683.33
3/26/03 20,500,000 1.18% 671.94 671.94
3/27/03 20,500,000 1.17% 666.25 666.25
3/28/03 20,500,000 1.18% 671.94 671.94
3/29/03 20,500,000 1.18% 671.94 671.94
3/30/03 20,500,000 1.18% 671.94 671.94
3/31/03 20,500,000 1.18% 671.94 671.94
----------------------- ------------------------------ ----------------
Total $ 21,217.50 $ 21,217.50
=============================== ================
Activity for the quarter - ComEd invested surplus funds in the Utility Money
Pool during the first quarter of 2003 and Genco borrowed such funds.
The activity below reflects the interest expense charged Genco and the interest
income earned by ComEd during the first quarter of 2003. Interest is based on
J.P. Morgan's money market account.
Genco ComEd
Daily Applied Interest Expense Interest Income
Date Balance Interest Rate Accrual Accrual
-----------------------------------------------------------------------------------------------
01/22/03 $ 28,000,000 1.32% $ 1,027 $ 1,027
01/23/03 55,000,000 1.33% 2,032 2,032
01/24/03 269,000,000 1.32% 9,863 9,863
01/25/03 269,000,000 1.32% 9,863 9,863
01/26/03 269,000,000 1.32% 9,863 9,863
01/27/03 272,000,000 1.32% 9,973 9,973
01/28/03 276,000,000 1.32% 10,120 10,120
01/29/03 84,000,000 1.30% 3,033 3,033
01/30/03 116,000,000 1.31% 4,221 4,221
01/31/03 143,000,000 1.31% 5,204 5,204
------------------------------------------
$ 65,200 $ 65,200
==========================================
02/01/03 $ 143,000,000 1.31% $ 5,204 $ 5,204
02/02/03 143,000,000 1.31% 5,204 5,204
02/03/03 171,000,000 1.33% 6,318 6,318
02/04/03 185,000,000 1.31% 6,732 6,732
02/05/03 194,000,000 1.30% 7,006 7,006
02/06/03 202,000,000 1.31% 7,351 7,351
02/07/03 209,000,000 1.33% 7,721 7,721
02/08/03 209,000,000 1.33% 7,721 7,721
02/09/03 209,000,000 1.33% 7,721 7,721
02/10/03 213,000,000 1.28% 7,573 7,573
02/11/03 230,000,000 1.28% 8,178 8,178
02/12/03 243,000,000 1.28% 8,640 8,640
02/13/03 283,000,000 1.28% 10,062 10,062
02/14/03 154,000,000 1.28% 5,476 5,476
02/15/03 154,000,000 1.28% 5,476 5,476
02/16/03 154,000,000 1.28% 5,476 5,476
02/17/03 154,000,000 1.28% 5,476 5,476
02/18/03 195,400,000 1.32% 7,165 7,165
02/19/03 201,500,000 1.29% 7,220 7,220
02/20/03 237,500,000 1.27% 8,378 8,378
02/21/03 242,000,000 1.26% 8,470 8,470
02/22/03 242,000,000 1.26% 8,470 8,470
02/23/03 242,000,000 1.26% 8,470 8,470
02/24/03 281,000,000 1.26% 9,835 9,835
02/25/03 210,500,000 1.26% 7,368 7,368
02/26/03 257,000,000 1.28% 9,138 9,138
02/27/03 300,000,000 1.29% 10,750 10,750
02/28/03 335,000,000 1.31% 12,190 12,190
------------------------------------------
$ 214,787 $ 214,787
==========================================
03/01/03 $ 335,000,000 1.31% $ 12,190 $ 12,190
03/02/03 335,000,000 1.31% 12,190 12,190
03/03/03 335,000,000 1.29% 12,004 12,004
03/04/03 335,000,000 1.27% 11,818 11,818
03/05/03 335,000,000 1.25% 11,632 11,632
03/06/03 335,000,000 1.25% 11,632 11,632
03/07/03 276,000,000 1.24% 9,507 9,507
03/08/03 276,000,000 1.24% 9,507 9,507
03/09/03 276,000,000 1.24% 9,507 9,507
03/10/03 276,000,000 1.26% 9,660 9,660
03/11/03 276,000,000 1.25% 9,583 9,583
03/12/03 276,000,000 1.25% 9,583 9,583
03/13/03 276,000,000 1.27% 9,737 9,737
03/14/03 276,000,000 1.27% 9,737 9,737
03/15/03 276,000,000 1.27% 9,737 9,737
03/16/03 276,000,000 1.27% 9,737 9,737
03/17/03 261,000,000 1.28% 9,280 9,280
03/18/03 15,000,000 1.25% 521 521
03/19/03 5,000,000 1.25% 174 174
03/20/03 5,000,000 1.25% 174 174
03/21/03 5,000,000 1.24% 172 172
03/22/03 5,000,000 1.24% 172 172
03/23/03 5,000,000 1.24% 172 172
03/24/03 5,000,000 1.23% 171 171
03/25/03 5,000,000 1.23% 171 171
03/26/03 5,000,000 1.24% 172 172
03/27/03 - - -
03/28/03 - - -
03/29/03 - - -
03/30/03 - - -
03/31/03 - - -
------------------------------------------
$ 178,939 $ 178,939
==========================================
15. Order - The amount and terms of any financings consummated by any
Non-Utility Subsidiary that is not exempt under rule 52.
None.
16. Order - All of the information that would have been provided on a Form
U-6B-2 with respect to each security issuance subject thereto that occurred
during the applicable quarter.
See Exhibit B.
17. Order - Future registration statements filed under the Securities Act of
1933 with respect to securities described in the Rule 24 certificate will
be filed or incorporated by reference as exhibits to the Rule 24
Certificate.
None.
18. Order - Consolidated balance sheets as of the end of the quarter and
separate balance sheets as of the end of the quarter for each company,
including Exelon, that has engaged in jurisdictional financing transactions
during the quarter.
See combined form 10Q for Exelon Corporation, ComEd, Genco and PECO filed
on May 2, 2003.
19. Order - A retained earnings analysis of Exelon on a consolidated basis and
of each Utility Subsidiary detailing gross earnings, goodwill amortization,
dividends paid out of each capital account and the resulting capital
account balances at the end of the quarter.
The consolidated retained earnings analyses of Exelon, ComEd, PECO, Genco,
PECO Energy Power Company, Susquehanna Power Company, Susquehanna Electric
Company and ComEd of Indiana are attached as Exhibit C.
20. Order - The notional amount and principal terms of any Hedge Instruments or
Anticipatory Hedges entered into during the quarter and the identity of the
other parties to the transaction.
In the first quarter of 2003, ComEd and PECO entered into forward starting
swaps to hedge interest rate exposure associated with future debt
issuances. Each of the swaps is designated as a cash flow hedge in that it
attempts to minimize the variability of the future interest expense
associated with changes in the 3 month LIBOR rate. A table summarizing the
forward starting swap transactions that were entered into in the first
quarter is below. Each of the transactions was unwound prior to the
associated debt issuance. ComEd issued debt in the amount of $395 million
on April 7, 2003. PECO issued debt in the amount of $450 million on April
28, 2003.
---------------------------------------------------------------------------------------------
Exelon Trade Effective Notional Counter-
---------------------------------------------------------------------------------------------
Entity Date Date Amount Term Party
---------------------------------------------------------------------------------------------
ComEd 01/09/03 05/15/03 $80 million 10-year BNP Paribas
---------------------------------------------------------------------------------------------
ComEd 01/27/03 05/15/03 $80 million 10-year CSFB
---------------------------------------------------------------------------------------------
PECO 02/12/03 06/02/03 $80 million 5-year Bank One
---------------------------------------------------------------------------------------------
ComEd 02/18/03 05/15/03 $80 million 10-year Bank One
---------------------------------------------------------------------------------------------
PECO 02/19/03 06/02/03 $100 million 5-year BNP Paribas
---------------------------------------------------------------------------------------------
PECO 02/25/03 06/02/03 $90 million 5-year CSFB
---------------------------------------------------------------------------------------------
PECO 02/25/03 06/02/03 $90 million 5-year BNP Paribas
---------------------------------------------------------------------------------------------
21. Order - The name, parent company and amount invested in any intermediate
subsidiary or financing subsidiary during the quarter and the amount and
terms of any securities issued by those subsidiaries during the quarter.
None.
22. Order - Provide a copy of the consolidated balance sheet and income
statement for Ventures, Genco and Enterprises.
Pursuant to a request for confidential treatment under rule 104 (b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1, a
consolidated balance sheet and income statement for Ventures and
Enterprises. See combined form 10Q for Genco filed on May 2, 2003.
23. Order - A narrative description of Development Activities and amount
expended on Development Activities during the quarter just ended.
Pursuant to a request for confidential treatment under rule 104 (b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1, a
description of Development Activities and amount expended on Development
Activities during the quarter just ended.
24. Order - A narrative description of each investment made during the quarter
just ended including:
a. Name of the company and its immediate parent.
b. Method of investment (e.g., (1) purchases of capital shares,
partnership interests, member interests in limited liability
companies, trust certificates or other forms of voting or non-voting
equity interests; (2) capital contributions; (3) open account advances
without interest; (4) loans; and (5) guarantees issued, provided or
arranged in respect of the securities or other obligations of any
Intermediate Subsidiaries).
c. Type of company and/or its business (e.g., EWG, FUCO, ETC, Rule 58
Subsidiary, Non-U.S. Energy Related Subsidiary, Intermediate
Subsidiary, Financing Subsidiary).
d. With respect to Non-U.S. Energy Related Subsidiaries, the business
engaged in and the locations (countries) where it does business.
None.
25. Order - With respect to reorganizations during the quarter, a narrative
description of the reorganization together with specifics as to the assets
or securities transferred, the method of transfer and the price or other
consideration for the transfer, and the names of the companies involved in
the transfer.
There were no reorganizations during the quarter.
26. Order - A chart showing, as of the end of such quarterly period and
reflecting any reorganization accomplished during the quarter, all
associated companies of Exelon, in addition to Ventures, that are
Non-Utility Subsidiaries and identifying each as an EWG, FUCO, ETC, Rule 58
Subsidiary, Non-U.S. Energy Related Subsidiary, Intermediate Subsidiary or
Financing Subsidiary, as applicable, and indicating Exelon's percentage
equity ownership in each such entity.
Pursuant to a request for confidential treatment under rule 104 (b) of
PUHCA, Exelon is concurrently filing in paper format as Attachment 1, a
chart providing the requested information.
27. Additional information.
None.
S I G N A T U R E
Pursuant to the requirements of PUHCA, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: May 30, 2003
EXELON CORPORATION
By: /s/ Matthew F. Hilzinger
-------------------------
Vice President and Corporate Controller
Exhibit A
---------
Glossary of Defined Terms
-------------------------
AmerGen AmerGen Energy Company, LLC
ComEd Commonwealth Edison Company
ComEd of Indiana Commonwealth Edison Company of Indiana, Inc.
Exelon Exelon Corporation
EWGs Exempt wholesale generators
FUCO Foreign utility company
ExTex ExTex LaPorte Limited Partnership
Genco Exelon Generation Company, LLC
PECO PECO Energy Company
PEPCO PECO Energy Power Company
Power Holdings Exelon Power Holdings, LP
PETT PECO Energy Transition Trust
Sithe Sithe Energies, Inc.
Sithe ENEH Exelon New England Holdings, LLC
Southeast Chicago Southeast Chicago Energy Project, LLC
SECO Susquehanna Electric Company
SPCO Susquehanna Power Company
Exhibit B - Item 16
-------------------
A.
--
Commonwealth Edison Company has issued the security described herein which issue
was exempted from the provisions of section 6(a) of the Act and was neither the
subject of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): First Mortgage Bonds.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: Issue # 1, $350 million; Issue # 2 $350
million.
4. Rate of interest per annum of each security: Issue # 1 will bear interest
at the annual rate of 3.70%; Issue # 2 will bear interest at the annual
rate of 5.875%.
5. Date of issue, renewal or guaranty of each security: Both issues, January
22, 2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Issue # 1, 2008; Issue # 2, 2033.
8. Name of the person to whom each security was issued, renewed or guaranteed:
Various.
9. Collateral given with each security: First mortgage.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Refinance amounts used to repay
the following debt securities either at maturity or upon early redemption:
(1) $200 million 7.375% First Mortgage Bonds, Series 85; (2) $200 million
Variable Rate Senior Notes; (3) $100 million 9.17% Medium-Term Notes and
(4) $200 million 8.375%First Mortgage Bonds.
12. Indicate by a check after the applicable statement below whether the issue,
renewal or guaranty of each security was exempt from the provisions of
section 6 (a) because of: a. the provisions contained in the first sentence
of section 6 (b): [ ] b. the provisions contained in the fourth sentence 6
(b): [ ] c. the provisions in any rule of the Commission other than Rule
U-48: [X]
13. If the security or securities were exempt from the provisions of section 6
(a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with all
other then outstanding notes and drafts of a maturity of nine months or
less, exclusive of days of grace, as to which such company is primarily or
secondarily liable) not more than 5 per centum of the principal amount and
par value of the other securities of such company then outstanding. (Demand
notes, regardless of how long they may have been outstanding, shall be
considered as maturing in not more than nine months for the purpose of the
exemption from Section 6 (a) of the Act granted by the first sentence of
Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the security
or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule under
which exemption is
claimed: Rule 52 (a).
B.
----
ComEd Financing III has issued the security described herein which issue was
exempted from the provisions of section 6(a) of the Act and was neither the
subject of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Trust Preferred Securities.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $200 million.
4. Rate of interest per annum of each security: Annual distribution rate of
6.35%.
5. Date of issue, renewal or guaranty of each security: March 17, 2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): 2033.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Various.
9. Collateral given with each security: ComEd guarantee.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Acquire trust debentures from
ComEd.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52 (b).
C.
----
ComEd has issued the security described herein which issue was exempted from the
provisions of section 6(a) of the Act and was neither the subject of a
declaration or application on Form U-1 nor included within the exemption
provided by Rule U-48.
1. Type of securities (draft, promissory note): Trust Debentures.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $200 million.
4. Rate of interest per annum of each security: Annual distribution rate of
6.35%.
5. Date of issue, renewal or guaranty of each security: March 17, 2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): 2033.
8. Name of the person to whom each security was issued, renewed or
guaranteed: ComEd Financing III.
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Redeemed $200 million of 8.48%
trust preferred securities.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section 6
(a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6 (a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is
claimed: Rule 52 (a).
D.
----
AllEnergy Gas and Marketing Company, LLC has issued the security described
herein which issue was exempted from the provisions of section 6(a) of the Act
and was neither the subject of a declaration or application on Form U-1 nor
included within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $17 million.
4. Rate of interest per annum of each security: Libor plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: First quarter,
2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Exelon Energy Company.
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Used for operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section
6 (a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not
Applicable.
15. If the securities are exempt from the provisions of section 6 (a)
because of any rule of the Commission other than Rule U-48 designate the
rule under which exemption is claimed: Rule 52 (b).
E.
----
Exelon Enterprises Company, LLC has issued the security described herein which
issue was exempted from the provisions of section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $15 million.
4. Rate of interest per annum of each security: Libor plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: First quarter,
2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Exelon Enterprises Investments, Inc.
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section
6 (a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not
Applicable.
15. If the securities are exempt from the provisions of section 6 (a)
because of any rule of the Commission other than Rule U-48 designate the
rule under which exemption is claimed: Rule 52 (b).
F.
----
Exelon Energy, Inc. has issued the security described herein which issue was
exempted from the provisions of section 6(a) of the Act and was neither the
subject of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $18 million.
4. Rate of interest per annum of each security: LIBOR plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: First quarter,
2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Exelon Enterprises Company, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section
6 (a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not
Applicable.
15. If the securities are exempt from the provisions of section 6 (a)
because of any rule of the Commission other than Rule U-48 designate the
rule under which exemption is claimed: Rule 52 (b).
G.
----
Exelon Services, Inc. has issued the security described herein which issue was
exempted from the provisions of section 6(a) of the Act and was neither the
subject of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): Intrasystem financing
transaction.
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $6.324 million.
4. Rate of interest per annum of each security: Libor plus 50 basis points.
5. Date of issue, renewal or guaranty of each security: First quarter,
2003.
6. If renewal of security, give date of original issue: NA.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): Revolving credit loan.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Exelon Enterprises Company, LLC.
9. Collateral given with each security: None.
10. Consideration given for each security: Cash.
11. Application of proceeds for each security: Operating funds.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6 (a) because of: a. the provisions contained in
the first sentence of section 6 (b): [ ] b. the provisions contained in
the fourth sentence 6 (b): [ ] c. the provisions in any rule of the
Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6 (a) by virtue of the first sentence of section 6 (b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6 (a) of the Act
granted by the first sentence of Section 6 (b): Not Applicable.
14. If the security or securities are exempt from the provisions of section
6 (a) because of the fourth sentence of section 6 (b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not
Applicable.
15. If the securities are exempt from the provisions of section 6 (a)
because of any rule of the Commission other than Rule U-48 designate the
rule under which exemption is claimed: Rule 52 (b).
Exhibit C - Item 19
-------------------
Exelon Corporation and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended March 31, 2003
(In millions)
Beginning Balance $2,042
Net Income 361
Dividends:
Common Stock (149)
------
Ending Balance $2,254
======
PECO Energy Company and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended March 31, 2003
(In millions)
Beginning Balance $401
Net Income 137
Dividends:
Common Stock (89)
Preferred Stock (2)
-----
Ending Balance $447
=====
Commonwealth Edison and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended March 31, 2003
(In millions)
Beginning Balance $577
Net Income 195
Dividends:
Common Stock (120)
-----
Ending Balance $652
=====
Exelon Generation
Retained Earnings Analysis
For the Quarter Ended March 31, 2003
(In millions)
Beginning Balance $924
Net Income 56
Dividends:
Common Stock 0
----
Ending Balance $980
====
PECO Energy Power Company
Retained Earnings Analysis
For the Quarter Ended December 3, 2002
(In millions)
Beginning Balance $36
Net Income 3
Dividends:
Common Stock 0
----
Ending Balance $39
====
Susquehanna Power Company
Retained Earnings Analysis
For the Quarter Ended March 31, 2003
(In millions)
Beginning Balance $32
Net Income 3
Dividends:
Common Stock 0
----
Ending Balance $35
====
Susquehanna Electric Company
Retained Earnings Analysis
For the Quarter Ended March 31, 2003
(In millions)
Beginning Balance $ (9)
Net Income (Loss) (2)
Dividends:
Common Stock 0
-----
Ending Balance $(11)
=====
ComEd of Indiana
Retained Earnings Analysis
For the Quarter Ended March 31, 2003
(In millions)
Beginning Balance $ 2
Net Income 0
Dividends:
Common Stock 0
----
Ending Balance $2
===