As Filed with the Securities |
U.S. SECURITIES AND EXCHANGE COMMISSION |
QUARTERLY REPORT PURSUANT TO RULE 58 OF |
For the quarterly period ended June 30, 2004 |
Pepco Holdings, Inc. |
701 Ninth Street, N.W. |
Inquiries concerning this Form U-9C-3 may |
Anthony J. Kamerick |
|
Pepco Holdings, Inc. |
|
Table of Contents |
|
Page |
|
Item 1. Organization Chart |
1 |
Item 2. Issuance and Renewals of Securities and Capital Contributions |
2 |
Item 3. Associated Transactions |
3 |
Item 4. Summary of Aggregate Investment |
5 |
Item 5. Other Investments |
5 |
Item 6. Financial Statements and Exhibits |
5 |
SIGNATURE |
6 |
|
Item 1. - ORGANIZATION CHART |
||||
|
Energy or Gas Related Company |
|
|
% of Voting Securities Held |
Pepco Holdings, Inc. |
||||
Microcell Corporation |
Energy related |
NC |
1/3/00 |
9.6 |
Pepco Energy Services, Inc. |
Energy related |
DE |
3/7/95 |
100 |
Trigen-Pepco Energy Services, LLC |
Energy related |
DC |
12/15/00 |
50 |
Pepco Government Services LLC |
Energy related |
DE |
9/30/99 |
100 |
PES Landfill Gas Corporation |
Energy related |
DE |
5/31/02 |
100 |
Distributed Generation Partners, LLC |
Energy related |
DE |
10/15/03 |
50 |
Pepco Building Services, Inc. |
Energy related |
DE |
12/7/98 |
100 |
MET Electrical Testing Company, Inc |
Energy related |
DE |
12/7/98 |
100 |
Seaboard Mechanical Services, Inc. |
Energy related |
DE |
6/27/01 |
100 |
Engineered Services, Inc. |
Energy related |
DE |
11/27/00 |
100 |
Unitemp, Inc. |
Energy related |
DE |
5/31/01 |
100 |
Conectiv |
||||
Conectiv Energy Holding Company |
||||
Conectiv Energy Supply, Inc. |
Energy related |
DE |
7/3/75 |
100 |
Delaware Operating Services Company |
Energy related |
DE |
12/19/02 |
100 |
PHI Operating Services Company |
Energy related |
DE |
12/19/02 |
100 |
Atlantic Generation, Inc. |
Energy related |
DE |
10/9/86 |
100 |
Vineland Limited, Inc. |
Energy related |
DE |
8/24/90 |
100 |
Vineland Cogen. Limited Partnership |
Energy related |
DE |
9/27/90 |
50 |
Vineland General, Inc. |
Energy related |
DE |
8/24/90 |
100 |
Pedrick Gen, Inc. |
Energy related |
DE |
7/28/89 |
100 |
Binghamton Limited, Inc. |
Energy related |
DE |
5/2/90 |
100 |
Binghamton General, Inc. |
Energy related |
DE |
5/2/90 |
100 |
Conectiv Solutions LLC |
||||
Conectiv Services, Inc. |
||||
Conectiv Thermal Systems, Inc. |
Energy related |
DE |
5/5/94 |
100 |
ATS Operating Services, Inc. |
Energy related |
DE |
3/31/95 |
100 |
Atlantic Jersey Thermal Systems, Inc |
Energy related |
DE |
5/10/94 |
100 |
Thermal Energy L.P. I |
Energy related |
DE |
100 |
|
ATE Investment, Inc. |
||||
King Street Assurance Ltd. |
||||
Enertech Capital Partners, LP |
Energy related |
DE |
8/9/96 |
94 |
Enertech Capital Partners II, LP |
Energy related |
DE |
4/14/00 |
11 |
Conectiv Properties and Investments, Inc. |
||||
DCTC-Burney, Inc. |
Energy related |
DE |
6/26/87 |
100 |
Forest Products, L.P. |
Energy related |
DE |
10/5/89 |
1 |
Burney Forest Products, a Joint Venture |
Energy related |
CA |
55.56 |
|
Tech Leaders II, L.P. |
Energy related |
DE |
10/28/94 |
2.6 |
|
Item 2. - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS |
||||||
|
|
|
|
Amount of Securities During Period ($) |
|
Cumulative Amount of Securities ($) |
Conectiv Energy |
PHI Service |
Money Pool |
N/A |
* |
* |
* |
Delaware Operating |
Pepco Holdings, Inc. |
Short-Term Note |
N/A |
* |
* |
* |
Pepco Energy |
PHI Service |
Money Pool |
N/A |
* |
* |
* |
|
CAPITAL CONTRIBUTIONS: |
|||
Company Contributing Capital |
Company Receiving Capital |
Amount During Period ($) |
Cumulative Amount($) |
Pepco Energy Services, Inc. |
Trigen-Pepco Energy Services, LLC |
* |
* |
|
|||
|
Item 3. - ASSOCIATED TRANSACTIONS |
||||||
Part I. - |
Transactions performed by reporting companies on behalf of associate companies. |
|||||
Reporting Company |
Associate Company |
Types of Services |
Direct Costs |
Indirect Costs |
Total Amount |
|
Conectiv Energy |
Conectiv Atlantic |
Fuel |
* |
* |
||
Conectiv Energy |
Delmarva Power & |
Power, Capacity |
* |
* |
||
Conectiv Energy |
Delmarva Power & |
Gas |
* |
* |
||
Conectiv Energy |
Pepco Energy Services, |
Gas |
* |
* |
||
Pepco Energy Services, |
Conectiv Energy |
Gas |
* |
* |
||
Conectiv Energy |
Pepco Energy Services, |
Capacity |
* |
* |
||
Conectiv Energy |
Delmarva Power & |
Conowingo |
* |
* |
||
Conectiv Energy |
Pepco Energy Services, |
Power |
* |
* |
||
PHI Operating Services |
Conectiv Bethlehem, |
Operations and |
* |
* |
||
Pepco Energy Services, |
Potomac Power |
Asset |
* |
* |
||
Conectiv Energy |
Potomac Power |
Dispatch Services |
* |
* |
||
Fauquier Landfill Gas, |
Pepco Energy Services, |
Energy and |
* |
* |
||
MET Electrical Testing |
Pepco Energy Services, |
Maintenance |
* |
* |
||
MET Electrical Testing |
Atlantic City Electric |
Maintenance |
* |
* |
||
Unitemp, Inc. |
Pepco Energy Services, |
Maintenance |
* |
* |
||
* Confidential Treatment Requested. |
||||||
3 |
Part II - |
Transactions performed by associate companies on behalf of reporting companies. |
|||||
Associate Company |
Reporting Company |
Types of Services |
Direct Costs |
Indirect Costs |
Total Amount |
|
Conectiv Delmarva |
Conectiv Energy |
Electric Energy, |
* |
* |
||
Conectiv Delmarva |
Conectiv Energy |
Steam |
* |
* |
||
Conectiv Atlantic |
Conectiv Energy |
Electric Energy, |
* |
* |
||
Delmarva Power & |
Conectiv Energy |
PJM Expenses |
* |
* |
||
Conectiv Bethlehem, |
Conectiv Energy |
Electric Energy, |
* |
* |
||
Atlantic City Electric |
Conectiv Energy |
Gas |
* |
* |
||
Delmarva Power & |
Conectiv Energy |
Gas |
* |
* |
||
Delmarva Power & |
Conectiv Energy |
Transmission |
* |
* |
||
Delmarva Power & |
Conectiv Energy |
Tetco Contract |
* |
* |
||
Potomac Power |
Pepco Energy Services, |
Electric Energy, |
* |
* |
||
W.A. Chester |
Conectiv Energy |
Maintenance |
* |
* |
||
Note: PHI Service Company, the service company for the PHI System, provides services to various reporting companies. Such information is reported on the annual Form U-13-60. |
||||||
* Confidential Treatment Requested. |
||||||
|
Item 4. - SUMMARY OF AGGREGATE INVESTMENT |
||
Total consolidated capitalization as of June 30, 2004 |
$9,304.3 |
Line 1 |
|
|
|
Greater of $50 million or line 2 |
$1,395.6 |
Line 3 |
Total current aggregate investment: |
* * * * * * * |
|
|
$* |
|
|
|
|
|
Investments in gas-related companies: |
||
NONE |
||
Item 5. - OTHER INVESTMENTS |
||
Prior to the registration of Pepco Holdings, Inc. as a registered holding company on August 1, 2002, Potomac Electric Power Company and its subsidiaries had investments of approximately $140.4 million in "energy-related companies." Such amount is excluded from the calculations in Item 4 above. |
||
Item 6. - FINANCIAL STATEMENTS AND EXHIBITS |
||
A. Financial Statements: |
||
FS-1 |
Financial statements of Pepco Holdings, Inc. (incorporated by reference to the filing by Pepco Holdings, Inc. on Form 10-Q for the period ended June 30, 2004) |
|
FS-2 |
Financial statements of Pepco Energy Services, Inc. and Subsidiaries (confidential treatment requested) |
|
FS-3 |
Financial statements of Conectiv Energy Supply, Inc. and Subsidiary (confidential treatment requested) |
|
FS-4 |
Financial statements of Atlantic Generation, Inc. and Subsidiaries (confidential treatment requested) |
|
FS-5 |
Financial statements of Conectiv Thermal Systems, Inc. and Subsidiaries (confidential treatment requested) |
|
FS-6 |
Financial statements of DCTC-Burney, Inc. (confidential treatment requested) |
|
FS-7 |
Financial statements of Delaware Operating Services Company (confidential treatment requested) |
|
FS-8 |
Financial statements of PHI Operating Services Company (confidential treatment requested) |
|
B. Exhibits: |
||
B-2. Certificate of Pepco Holdings, Inc. |
||
|
SIGNATURE |
|
The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned officer thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. |
|
PEPCO HOLDINGS, INC. |
|
|
|
|
Exhibit B-2 |
|
I hereby certify that the Form U-9C-3 for Pepco Holdings, Inc. for the previous quarter has been provided to the state commissions listed below: |
|
Delaware Public Service Commission |
|
Maryland Public Service Commission |
|
Virginia State Corporation Commission |
|
New Jersey Board of Public Utilities |
|
Public Service Commission of the District of Columbia |
|
PEPCO HOLDINGS, INC. |
|
Date: August 30, 2004 |
|
|