FILE NO. 70-9645
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POS - AMC
(POST-EFFECTIVE AMENDMENT NO. 12)
TO
FORM U-1 APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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EXELON CORPORATION PECO ENERGY COMPANY EXELON GENERATION COMPANY, LLC
COMMONWEALTH EDISON COMPANY 2301 MARKET STREET 300 EXELON WAY
10 SOUTH DEARBORN STREET PHILADELPHIA, PENNSYLVANIA 19101 KENNETT SQUARE, PENNSYLVANIA 19348
37TH FLOOR
CHICAGO, IL 60603
(NAMES OF COMPANIES FILING THIS STATEMENT AND ADDRESSES OF
PRINCIPAL EXECUTIVE OFFICES)
EXELON CORPORATION
(NAME OF TOP HOLDING COMPANY PARENT OF EACH APPLICANT OR DECLARANT)
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RANDALL E. MEHRBERG
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
EXELON CORPORATION
10 SOUTH DEARBORN STREET
37TH FLOOR
CHICAGO, ILLINOIS 60603
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL NOTICES, ORDERS AND
COMMUNICATIONS IN CONNECTION WITH THIS APPLICATION-DECLARATION TO:
JOANNE C. RUTKOWSKI
STEPHANIE M. SMITH CONSTANCE W. REINHARD
BAKER BOTTS L.L.P. EXELON CORPORATION
1299 PENNSYLVANIA AVE., NW 10 SOUTH DEARBORN STREET, 35TH FLOOR
WASHINGTON, DC 20004 CHICAGO, ILLINOIS 60603
202-639-7785 312-394-3604
This Post-Effective Amendment No. 12 amends and restates in its entirety the
Application/Declaration on Form U-1 filed by Exelon Corporation ("Exelon" or the
"Company"), Commonwealth Edison Company ("ComEd"), PECO Energy Company ("PECO"),
and Exelon Generation Company, LLC ("Genco") on August 6, 2004 in this docket.
ITEM 1. DESCRIPTION OF THE PROPOSED TRANSACTION.
A. Summary of Proposed Request
In the Merger Order (as hereinafter defined), the Securities and
Exchange Commission ("Commission") found that the electric utility properties of
Exelon and its subsidiary companies (together, the "Exelon System") would be
interconnected within the meaning of Section 2(a)(29)(A) of the Public Utility
Holding Company Act of 1935 (the "1935 Act" or "Act"). That finding was based in
part on the fact that Exelon had obtained a 100 MW firm west-to-east contract
path (the "Contract Path") from the interface of the transmission systems of
American Electric Power Company, Inc. ("AEP") and ComEd to PJM Interconnection,
LLC ("PJM"). At the time of the Merger, PECO was a member of what was then the
PJM independent system operator. Exelon committed to file a post-effective
amendment seeking Commission approval of any alternative arrangement to satisfy
the interconnection requirement.
As explained more fully herein, AEP has joined PJM on October 1,
2004.(1) Upon the integration of AEP into PJM, the transmission facilities of
ComEd became physically interconnected with those of PECO through the facilities
of other members of PJM. Accordingly, Exelon requests that the Commission issue
an order finding that the Exelon interconnection requirement is satisfied by the
membership of ComEd and PECO in PJM. Exelon asks the Commission to further
determine that, with the entry of AEP into PJM, Exelon is not required to renew
the Contract Path as a basis for interconnection under the 1935 Act.
In consideration of these facts, Exelon asks that the Commission issue
its order in this matter as soon as possible after October 1, 2004.
B. Description of the Exelon System Companies
Exelon has three principal operating public utility company
subsidiaries.
o PECO, a public utility company engaged in (i) the purchase,
transmission, distribution and sale of electricity and (ii) the
purchase, distribution and sale of natural gas in Pennsylvania(2);
o ComEd, a public utility company engaged in the purchase, transmission,
distribution and sale of electricity in Illinois(3); and
o Genco, a public utility company engaged in the purchase, generation
and sale of electricity in Pennsylvania, Illinois and elsewhere.
In addition, Exelon has the following other principal subsidiaries:
o Exelon Energy Delivery Company, LLC ("Delivery"), an intermediate
registered holding company and a first tier subsidiary of Exelon,
which has as wholly-owned subsidiaries , ComEd and PECO(4);
o Exelon Business Services Company, the service company for the Exelon
System;
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(1) Specifically, AEP's operating companies Appalachian Power Company,
Columbus Southern Power Company, Indiana Michigan Power Company, Kentucky Power
Company, Kingsport Power Company, Ohio Power Company, and Wheeling Power Company
have become members of PJM. See press releases issued by PJM and the Federal
Energy Regulatory Commission ("FERC") announcing AEP integration into PJM,
attached hereto as Exhibit G-1.
(2) At the time of the Merger Order, PECO was an exempt holding company by
reason of its ownership of the following subsidiaries ("Conowingo Companies"):
PECO Energy Power Company ("PEPCO") which was then a registered holding company,
Susquehanna Power Company ("Power") and Susquehanna Electric Company
("Electric"). PEPCO is a Pennsylvania corporation and owns that portion of the
Conowingo hydroelectric lying in Pennsylvania. Power is a Maryland corporation
and owns the property in Maryland. Electric, also a Maryland corporation,
operates the project under a 1926 lease and has the right to the electrical
output of the dam. Each of the Conowingo Companies is exclusively engaged in
owning and/or operating a hydroelectric generation project, the power of which
is sold at wholesale.
Effective as of January 1, 2001, Exelon effectuated a corporate
restructuring ("Restructuring") contemplated in the Merger Order. The
Restructuring consisted of the transfer of electric generating assets of ComEd
and PECO, including the Conowingo Companies, to Genco and the transfer of
nonutility subsidiaries of PECO and Unicom Enterprises, Inc. to be indirect
subsidiaries of Ventures. Upon completion of the Restructuring, the Exelon
system included four registered holding companies in addition to Exelon:
Ventures, which was required for tax purposes to serve as a holding company for
Genco and Enterprises; Delivery, which serves to enhance the management and
operations of Exelon#s principal state regulated utilities ComEd and PECO;
Genco, which controls all of the Exelon system's generating assets including the
Conowingo Companies; and PEPCO. As a result of the restructuring, PECO ceased to
be a holding company.
In the spring of 2004, each of the Conowingo Companies was determined by
the FERC to be an exempt wholesale generator ("EWG"), as that term is defined in
section 32 of the Act. With the conversion of the Conowingo Companies to EWGs,
Genco and PEPCO were no longer holding companies within the meaning of the Act
and, by order dated April 1, 2004 (HCAR No. 27830), the Commission authorized
each of Genco and PEPCO to de-register under section 5(d) of the Act.
(3) As noted in the Merger Order, ComEd is also a holding company exempt
from registration pursuant to Section 3(a)(1). ComEd is a holding company by
reason of its ownership of Commonwealth Edison Company of Indiana, which is a
fourth public utility company subsidiary that has no retail operations.
(4) Delivery filed a Form U5A Notification of Registration on June 4, 2001.
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o Exelon Ventures Company, LLC ("Ventures"), an intermediate registered
holding company and a first tier subsidiary of Exelon, which has as
wholly-owned subsidiaries, Genco and Exelon Enterprises Company, LLC
("Enterprises");(5) and
o Enterprises, the principal subsidiary through which Exelon conducts
its non-utility businesses.
Effective as of January 1, 2001, Exelon effectuated the corporate
restructuring (the "Restructuring") contemplated in the Commission's order
approving the merger (the "Merger") that created Exelon (Holding Co. Act Release
No. 27256, October 19, 2000) (the "Merger Order").(6) In summary, the
Restructuring consisted of the transfer of electric generating assets of ComEd
and PECO to Genco and the transfer of PECO's and Unicom Enterprises, Inc.'s
non-utility subsidiaries to be indirect subsidiaries of Ventures.
C. Interconnection
1. The Merger Order
At the time of the Merger Order, what was then the PJM independent
system operator offered transmission service over the transmission facilities of
PECO and other PJM members under the PJM open access transmission tariff
("OATT") on file with the FERC. PECO also had an OATT on file with the FERC. At
that time, ComEd was a member of the Mid-America Interconnected Network, a
regional reliability council.
In the Merger Order, the Commission found the interconnection
requirement satisfied as follows:
Applicant states that the electric properties of the Exelon
system will be interconnected through the transmission facilities
of ComEd and PECO and extensive available interstate open access
transmission. Exelon will have the legal right under
FERC-mandated OATTs to move power economically to customers as
needed and in amounts sufficient to meet -- under normal
conditions -- its operating needs throughout the Exelon system.
In addition, Exelon has obtained, through PECO, a 100 MW firm
west-to-east, contract path commencing November 1, 2000 (the
"Contract Path"). The Contract Path extends from the interface of
the transmission systems of American Electric Power and ComEd to
the interface of the Virginia Electric and Power Company and the
PJM transmission systems and, through the PJM transmission
systems, to PECO.
Exelon commits to keep the Contract Path in place for three years
after the date of this order or until such earlier time as the
Commission determines that an alternate path or some other
arrangement is sufficient to maintain compliance with the
statutory interconnection requirement. Exelon will file a
post-effective amendment in this filing seeking Commission
approval of any alternative arrangement in the event that Exelon
proposes at any time, including at the end of the three-year
period, not to renew the Contract Path. We have determined in
several recent orders that the interconnection requirement is
satisfied where the combined electric properties are
interconnected through a contract path and applicants commit to
find an alternative means of interconnection, if the contract
path is not renewed.
Genco will coordinate Exelon's access to transmission services
from unaffiliated regional transmission providers, including the
providers of the Contract Path.
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(5) Ventures filed a Form U5A Notification of Registration on January 23,
2001.
(6) Certain elements of the Restructuring were completed later in 2001.
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These transmission providers are required to offer a wide variety
of services under their OATTs. Genco can reserve and schedule
service through readily available, easy to use and redundant
communications systems. Genco will be able to obtain the
transmission services to connect the Exelon Electric System at
rates which, by regulation, can be no higher than those which the
unaffiliated transmission providers must charge themselves for
their own comparable transactions. Applicant states that, in
effect, Genco will be able to control the movement of power
within the Exelon Electric System as reliably and efficiently as
if all generation, transmission and distribution facilities of
Genco, ComEd and PECO were directly interconnected over
Exelon-owned facilities.
Applicant further notes that the feasibility of transmitting
power from the ComEd electric system to the PECO electric system
is demonstrated by the recent operations of the companies. ComEd
and PECO have engaged in power sales arrangements since 1996.
PECO has been able to move this power to Pennsylvania for its use
through various firm and non-firm open access transmission
arrangements.
Merger Order at 23-25 (emphasis added; footnotes omitted).
2. Subsequent Developments
The AEP and Virginia Electric and Power Company ("VEPCO") delivery
points on the Contract Path were combined for pricing in March 2002 such that
reservations were changed from VEPCO to AEP/Virginia Power/Import. This change
was initiated unilaterally by the PJM Market Monitor to eliminate potential
gaming opportunities in movement of power into PJM.
On December 20, 2002, the FERC approved PJM as a regional transmission
organization ("RTO"). PJM Interconnection, L.L.C., 101 FERC Paragraph 61,345
(2002). PECO was a founding member of PJM, and PECO's transmission assets are
committed to PJM's control.
On April 1, 2003, ComEd received approval from the FERC to transfer
control of its transmission assets to PJM. American Electric Power Service
Corporation, 103 FERC Paragraph 61,008 (2003). The FERC also accepted for filing
the amended PJM Tariff reflecting the inclusion of the transmission assets of
ComEd and other new members, subject to a compliance filing and to hearing on
certain issues. Id. On June 2, 2003, ComEd began receiving electric transmission
reservation services from PJM and transferred control of ComEd's Open Access
Same Time Information System to PJM. Although full integration of ComEd's
transmission assets into PJM's energy market structures was scheduled to occur
in November 2003, the integration was delayed due to the August 14, 2003 power
blackout in the Northeast United States and Canada and the analysis of the
impacts of that event. On March 18, 2004, the FERC approved ComEd's plan to
complete its integration into PJM, subject to the North American Electric
Reliability Council ("NERC") approval of the PJM and Midwest Independent
Transmission System Operator, Inc. ("MISO") reliability plans to assure no
adverse impacts. PJM Interconnection, L.L.C., 106 FERC Paragraph 61,253 (2004)
The NERC granted the required approval on April 2, 2004. North American Electric
Reliability Council, Resolution on Approval of PJM Reliability Plan, Approved by
Board of Trustees (April 2, 2004). On April 27, 2004, the FERC issued its order
approving ComEd's application to integrate fully into PJM. PJM Interconnection,
L.L.C., 107 FERC Paragraph 61,087 (2004). On April 30, 2004, ComEd accepted the
conditions in the FERC order, and full integration occurred on May 1, 2004.
Thus, as of May 1, 2004, both PECO and ComEd's systems are under PJM's control.
In two separate orders entered June 17, 2004 regarding AEP integration
into PJM, the FERC cleared the way for AEP to integrate into PJM and established
October 1, 2004 as the date for such integration. New PJM Companies and PJM
Interconnection, L.L.C., 107 FERC Paragraph 61,272 (2004) and New PJM Companies,
107 FERC Paragraph 61-271, P 129 (2004). In an order entered September 28, 2004,
the FERC accepted a number of filings by AEP and
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others related to the integration of AEP and Dayton Power & Light Company into
PJM. PJM Interconnection et al., 108 FERC Paragraph 61, 318 (2004). On October
1, 2004, AEP became integrated into PJM.(7)
3. Exelon Interconnection Through PJM
Now that AEP has joined PJM, the transmission facilities of ComEd are
physically interconnected with those of PECO through the facilities of other
members of PJM.
As noted above, PJM is an RTO that coordinates the movement of
wholesale electricity in all or parts of Delaware, Illinois, Indiana, Kentucky,
Maryland, Michigan, New Jersey, Ohio, Pennsylvania, Tennessee, Virginia, West
Virginia and the District of Columbia.(8) Acting neutrally and independently,
PJM operates the world's largest competitive wholesale electricity market and
ensures the reliability of the largest centrally dispatched control area in
North America. PJM's members/customers include power generators, transmission
owners, electricity distributors, power marketers and end-use customers. PJM's
role as a federally regulated RTO means that it acts independently and
impartially in managing the regional transmission system and the wholesale
electricity market. PJM also manages a sophisticated regional planning process
for generation and transmission expansion to assure future electric reliability.
The company is headquartered near historic Valley Forge, Pennsylvania,
approximately 25 miles from downtown Philadelphia.
The Commission has previously found that the interconnection
requirement was satisfied through participation in a tight power pool, where the
companies were indirectly interconnected through the pool transmission
facilities, Unitil Corp., Holding Co. Act Release No. 25524 (April 24, 1992),
and expressly has found the requirement satisfied based upon membership in PJM.
Conectiv, Inc., Holding Co. Act Release No. 26832 (Feb. 25, 1998); Pepco
Holding, Inc., Holding Co Act Release No. 27533 (July 24, 2002).
The Commission in Unitil Corp. explained:
Generally, a tight power pool consists of two or more
electric systems which coordinate the planning and/or
operation of their bulk power facilities for the purpose of
achieving greater economy and reliability in accordance with
a contractual agreement that establishes each member's
responsibilities.
Tight power pools have centralized dispatch of generating
facilities, whereby energy and operating reserves are
interchanged among the participant systems and transferred
over facilities owned by the individual participants.
Participants have contractual requirements relating to
generating capacity and operating reserves, together with
specific financial penalties if these requirements are not
met. Sufficient transmission capacity is made available to
realize the full value of operating and planning
coordination. Id. at 10, n. 22.
The Commission in Conectiv noted that PJM was a tight power pool and, citing
Unitil, stated that "The Commission has previously determined that the physical
interconnection requirements of the Act can be satisfied on the basis of
contractual rights to use third parties' transmission lines, when the merging
companies are members of a tight power pool." (Conectiv at 29, 30). In NRECA v.
SEC, 276 F.3d 609 (Jan. 18, 2002), the Court of Appeals for the District of
Columbia Circuit cited Conectiv for the proposition that "the physical
interconnection requirement of the Act can be satisfied on the basis of
contractual rights to use third parties' transmission lines, when the merging
companies are members of a tight power pool"--that is, a group of utilities that
coordinate their planning and operation to improve economy and reliability. (Id.
at 616).
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(7) See footnote 1, supra, and Exhibit G-1.
(8) All or part of the states of Indiana, Kentucky, Michigan and Tennessee
were added to PJM's footprint with the integration of AEP.
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As explained in the attached affidavit from Michael Kormos, Vice
President for System Operations for PJM (the "Kormos Affidavit"), the electrical
connectivity between ComEd, which was a control area, and of PECO, which has
been part of the PJM control area, will be substantially enhanced following the
AEP integration. Upon AEP integration, PJM became the single control area for
the entire region and exercises functional control over a contiguous,
interconnected transmission system with a span that encompasses both ComEd and
PECO operations, as well as those of other PJM companies. Mr. Kormos explains
that PJM's regional planning process for generation and transmission expansion
includes tests designed to ensure that generation is always deliverable to load,
i.e., that both network transmission and generation resources are always
available and sufficient to serve the members' loads. Mr. Kormos states that:
[A]bsent an extreme physical disturbance to the grid, after
AEP's integration into PJM, at least 100 MW of power could
be moved at all times in both directions (west-to-east from
ComEd to PECO and east-to-west from PECO to ComEd) under the
PJM open access transmission tariff ("OATT"). In reality,
the expected transfers of power in both directions will be
much larger.
Mr. Kormos further explains that, even if renewed, once functional control over
AEP's transmission system is delivered to PJM, the Contract Path would be
converted to PJM service and, although at that time, ComEd and PECO may choose
to purchase point-to-point transmission service for part of the load and network
service for the balance, reliance on point-to-point service would diminish the
interconnection and coordination of the Exelon system:
Although PJM makes available point-to-point transmission
service within PJM, to my knowledge no PJM customer has used
it to serve load in the current PJM system.(FN2) Furthermore,
in my opinion, point-to-point transmission service within
PJM would actually be detrimental to the purchaser. This is
because under network service, PJM dispatches the most
economical generation resource, regardless of ownership of
that resource, to serve the network load. Any portion of
load served by point-to-point transmission service would in
effect elect to serve its own load, but subject to
constraints on scheduling, etc. It would be excluded from
the process whereby PJM dispatches to load the most
economical generation resource. Thus, the purchaser of
point-to-point transmission service within PJM would be
paying a premium for transmission service that would
actually disadvantage it.
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(FN2) Beginning October 1, 2004, with the integration of
AEP there may be a very small portion of load in the AEP
zone within PJM that will be sourced by point-to-point
service. PJM regards this state as transitional and a
function of accommodating into a different PJM paradigm the
existing relationships between transmission customers and
their previous transmission provider.
Kormos Affidavit.(9)
In contrast, reliance on network service will actually enhance Exelon's
existing interconnection and coordination. All of the generating assets and
activities of the Exelon system are centralized in Genco. Following the Merger,
Genco coordinated access to transmission services for both ComEd and PECO using
the Contract Path and OATTs. Since May 1, 2004, PJM has coordinated the
transmission service using network service and an agreement with AEP. Upon AEP
integration into PJM, PJM began coordinating dispatch for reliability purposes
and providing joint economic dispatch for an area including both ComEd and PECO.
Genco bids its generating units into PJM, which units are subject to PJM
coordination for reliability purposes along with the other generating
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(9) The Kormos Affidavit is attached as Exhibit E-1.
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units bid into the PJM control area, and which units have become part of joint
economic dispatch for the newly defined PJM region. Generation from Genco's
units along with those of others flows to load using PJM network transmission
service. This coordination, originally confined to PJM's initial boundaries, now
includes ComEd and AEP within the expanded PJM region. The result is coordinated
use of transmission with least cost economic dispatch for the entire expanded
PJM region.
As noted above, the Merger Order provides that: "Exelon will file a
post-effective amendment in this filing seeking Commission approval of any
alternative arrangement in the event that Exelon proposes at any time, including
at the end of the three-year period, not to renew the Contract Path." Exelon
believes that the intervening event of its PJM membership, with PJM becoming a
single control area for the entire PJM region, should suffice for the purpose of
meeting the statutory interconnection requirement on a going-forward basis.
Accordingly, Exelon requests that the Commission issue an order finding that the
Exelon interconnection requirement is satisfied by the membership of ComEd and
PECO in PJM and further, that upon the integration of AEP into PJM, the Company
is not required to renew the Contract Path as a basis for interconnection under
the 1935 Act.
D. Compliance with Rule 54
The requested authority is also subject to Rule 54. Rule 54 provides
that, in determining whether to approve the issue or sale of any securities for
purposes other than the acquisition of any exempt wholesale generator ("EWG") or
foreign utility company ("FUCO") or other transactions unrelated to EWGs or
FUCOs, the Commission shall not consider the effect of the capitalization or
earnings of subsidiaries of a registered holding company that are EWGs or FUCOs
if the requirements of Rule 53(a), (b) and (c) are satisfied. Under Rule 53(a),
the Commission shall not make certain specified findings under Sections 7 and 12
in connection with a proposal by a holding company to issue securities for the
purpose of acquiring the securities of or other interest in an EWG, or to
guarantee the securities of an EWG, if each of the conditions in paragraphs
(a)(1) through (a)(4) thereof are met, provided that none of the conditions
specified in paragraphs (b)(1) through (b)(3) of Rule 53 exists. Exelon
currently does not meet all of the conditions of Rule 53(a).
At June 30, 2004, the consolidated amount of Exelon's aggregate
investment in EWGs and FUCOs as that term is defined in Rule 53 was $1.9
billion, which is in excess of 50% of Exelon's average consolidated retained
earnings (calculated as required by Rule 53) of $2.5 billion as of June 30,
2004. The Commission, by order dated April 1, 2004 (HCAR No. 35-27830, File No.
70-10189), (the "Financing Order") authorized Exelon to enter into financing
transactions in respect of an "aggregate investment" in EWGs and FUCOs to up to
$4 billion.
Exelon satisfies all of the other conditions of paragraphs (a) and (b)
of Rule 53. With reference to Rule 53(a)(2), Exelon maintains books and records
in conformity with, and otherwise adheres to, the requirements thereof. With
reference to Rule 53(a)(3), no more than 2% of the employees of Exelon's
domestic public utility companies render services, at any one time, directly or
indirectly, to EWGs or FUCOs in which Exelon directly or indirectly holds an
interest. With reference to Rule 53(a)(4), Exelon will continue to provide a
copy of each application and certificate relating to EWGs and FUCOs and relevant
portions of its Form U5S to each regulator referred to therein, and will
otherwise comply with the requirements thereof concerning the furnishing of
information. With reference to Rule 53(b), none of the circumstances enumerated
in subparagraphs (1), (2) and (3) thereunder have occurred.
In any event, even taking into account the capitalization of and
earnings from EWGs and FUCOs in which Exelon has an interest, there would be no
basis for withholding approval of the proposed transaction. With regard to
capitalization, since December 31, 2000, there has been no material adverse
impact on Exelon's consolidated capitalization resulting from Exelon's
investments in EWGs and FUCOs. See table immediately below.
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Capitalization 12/31/2000 12/31/2001 12/31/2002 12/31/2003 6/30/04
Equity 31.3% 34.7% 32.1% 34.9% 37.6%
Preferred Securities 2.7% 2.6% 2.5% 2.6% 2.8%
Long-Term Debt
(Including current
maturities) 60.1% 61.2% 60.3% 60.8% 58.5%
Short-Term Debt 5.9% 1.5% 5.0% 1.7% 1.1%
Total 100.0% 100.0% 100.0% 100.0% 100.0%
These ratios are within acceptable industry ranges. The proposed transactions
will not have any material impact on capitalization. In the aggregate, Exelon's
EWG and FUCO investments have been profitable for all annual periods ending
December 31, 2000 through December 31, 2002 and for the quarter ended June 30,
2003. While in 2003 Exelon recorded losses of $1.2 billion ($729 million net of
income tax) in connection with two of its EWG investments, Exelon New England
Holdings Company ("EBG") and Sithe Energies, Inc. ("Sithe"), Exelon has since
transferred the ownership of EBG to EBG's lenders (on May 25, 2004, recognizing
a net gain of $85 million). Excluding the two loss companies, for which
substantially all required write-offs have been taken, Exelon's remaining EWGs
were profitable in 2003. For information on EWG earnings, please see item 5a of
Exelon's quarterly filed Rule 24 certificates.
On November 25, 2003, Genco, Reservoir Capital Group (Reservoir) and
Sithe completed a series of transactions resulting in Genco and Reservoir each
indirectly owning a 50% interest in Sithe. Both Genco's and Reservoir's 50%
interests in Sithe were subject to put and call options that could result in
either party owning 100% of Sithe. On September 29, 2004, Genco exercised its
call option to acquire Reservoir's 50% interest in Sithe for $97 million. The
closing of the call is subject to state and Federal regulatory approvals.
Genco's intent is to fully divest its interest in Sithe and it is actively
pursuing opportunities to dispose of Sithe. Genco believes that exercising its
call option will provide it with greater certainty of a timely exit from Sithe
on favorable terms and conditions.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The incremental fees, commissions and expenses incurred or to be
incurred in connection with this Post-Effective Amendment are estimated to be
not more than $10,000.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
Sections 10 and 11 of the Act govern the integration requirements as
they apply to registered holding companies.
ITEM 4. REGULATORY APPROVAL.
No regulatory approvals are required other than that of the Commission.
ITEM 5. PROCEDURE.
The Applicant respectfully requests that appropriate and timely action
be taken by the Commission in this matter. No recommended decision by a hearing
officer or other responsible officer of the Commission is necessary or required
in this matter. The Division of Investment Management of the Commission may
assist in the preparation of the Commission's decision in this matter. There
should be no thirty-day waiting period between the issuance and effective date
of any order issued by the Commission in this matter, and it is respectfully
requested that any order be made effective immediately upon the entry thereof.
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ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
Exhibit E-1: Kormos Affidavit
Exhibit G-1: Press Releases
Exhibit H-1: Form of Notice
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
None of the matters that are the subject of this
Application-Declaration involve a "major federal action" nor do they
"significantly affect the quality of the human environment" as those terms are
used in Section 102(2)(C) of the National Environmental Policy Act. None of the
proposed transactions that are the subject of this Application-Declaration will
result in changes in the operation of the Applicants that will have an impact on
the environment. The Applicants are not aware of any federal agency which has
prepared or is preparing an environmental impact statement with respect to the
transactions proposed herein.
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Pursuant to the Act, each of the undersigned companies has caused this
Application-Declaration to be signed on its behalf by the undersigned thereunto
duly authorized.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each of the undersigned companies has duly caused this statement to be
signed on its behalf by the undersigned thereunto duly authorized.
Date: October 27, 2004
EXELON CORPORATION
COMMONWEALTH EDISON COMPANY
10 South Dearborn Street
37th Floor
Chicago, Illinois 60603
PECO ENERGY COMPANY
2301 Market Street
Philadelphia, Pennsylvania 19101
EXELON GENERATION COMPANY, LLC
300 Exelon Way
Kennett Square, Pennsylvania 19348
BY EXELON CORPORATION
BY: /s/ Elizabeth A. Moler
-----------------------------------------
NAME: Elizabeth A. Moler
TITLE: Executive Vice President Government and
Environmental Affairs and Public Policy, Exelon
Corporation
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