As filed with the Securities and Exchange Commission on January 14, 2005 |
|
|
PEPCO HOLDINGS, INC. |
|
AMENDMENT NO. 1 TO |
|
|
Annual Report Securities and Exchange Commission |
|
|
For the Year 2003 |
|
_____________________________________________________________________________ |
Form U5S, as previously filed, is hereby amended in its entirety except for Exhibit B and Exhibit D: |
|||
TABLE OF CONTENTS |
|||
ITEM |
PAGE REF. |
||
1 |
System Companies and Investments Therein as of December 31, 2003 |
1 |
|
2 |
Acquisitions or Sales of Utility Assets |
9 |
|
3 |
Issue, Sale, Pledge, Guarantee or Assumption of System Securities |
10 |
|
4 |
Acquisition, Redemption or Retirement of System Securities |
11 |
|
5 |
Investments in Securities of Nonsystem Companies |
13 |
|
6 |
Officers and Directors |
14 |
|
7 |
Contributions and Public Relations |
69 |
|
8 |
Service, Sales and Construction Contracts |
71 |
|
9 |
Wholesale Generators and Foreign Utility Companies |
73 |
|
10 |
Financial Statements and Exhibits |
76 |
|
Consolidating Financial Statements |
F-1 to F-4 |
||
Signature of Registrant's Officer |
79 |
||
Exhibits: |
|
||
SEC Act of 1934 Reports |
A |
||
Corporate Organization & By-Laws (previously filed) |
B |
||
Indentures or Contracts |
C |
||
Tax Allocation Agreement (previously filed) |
D |
||
Other Documents Prescribed by Rule or Order |
E |
||
Report of Independent Public Accountants |
F |
||
Organizational Chart of Exempt Wholesale Generators or Foreign |
|
||
Financial Statements Regarding Exempt Wholesale Generators |
|
||
|
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 |
|||||
|
Common Shares Owned |
Voting Power |
Book Value ($000) |
Book Value ($000) |
|
Pepco Holdings, Inc. (71) |
3,003,361 |
3,003,361 |
Registered holding company |
||
Potomac Electric Power Company (1) |
100 |
100 |
1,011,754 |
1,011,754 |
Electric utility |
Gridco International L.L.C. (2) |
N/A |
50 |
* |
Inactive |
|
Microcell Corporation (3) |
0 |
9.6 |
* |
* |
Commercial fuel cells |
POM Holdings, Inc. |
1,000 |
100 |
* |
* |
Inactive |
PepMarket.com LLC (4) |
N/A |
100 |
* |
* |
Inactive |
Pepco Energy Services, Inc. |
1,000 |
100 |
* |
* |
Energy-related company |
Pepco Building Services, Inc. |
1,000 |
100 |
* |
* |
Energy-related company |
MET Electrical Testing Company, Inc. |
1,000 |
100 |
* |
* |
Energy-related company |
Engineered Services, Inc. |
1,000 |
100 |
* |
* |
Energy-related company |
Unitemp, Inc. (5) |
1,000 |
100 |
* |
* |
Energy-related company |
Seaboard Mechanical Services, Inc. |
1,000 |
100 |
* |
* |
Energy-related company |
W.A. Chester, LLC (6) |
N/A |
100 |
* |
* |
Utilities and |
W.A. Chester Corporation |
1,000 |
100 |
* |
* |
Utilities and |
Severn Construction Services, LLC (7) |
N/A |
100 |
* |
* |
Utilities and |
Pepco Enterprises, Inc. |
1,000 |
100 |
* |
* |
Energy-related business |
Electro Ecology, Inc. (8) |
124 |
50 |
* |
Qualifying small power |
|
PES Home Services of Virginia |
1,000 |
100 |
* |
* |
Home-related energy services |
Potomac Power Resources, LLC (9) |
1,000 |
100 |
* |
* |
Exempt wholesale generator |
PES Landfill Gas Corporation |
1,000 |
100 |
* |
* |
Energy-related company |
Fauquier Landfill Gas, LLC (10) |
N/A |
75 |
* |
Energy-related company |
|
Trigen-Pepco Energy Services, LLC (11) |
N/A |
50 |
* |
Energy-related company |
|
Pepco Government Services, LLC (12) |
N/A |
100 |
* |
Energy-related company |
|
Distributed Generation Partners, LLC (13) |
N/A |
51 |
* |
Energy-related company |
|
Rolling Hills Landfill Gas, LLC (14) |
N/A |
75 |
* |
Energy-related company |
|
Potomac Capital Investment Corporation (15) |
1,000 |
100 |
* |
* |
Nonutility holding company |
PCI Netherlands Corporation |
1,000 |
100 |
* |
* |
Foreign utility company |
PCI Queensland Corporation |
1,000 |
100 |
* |
* |
Exempt wholesale generator |
Kramer Junction Company (16) |
30.6 |
* |
Holds qualifying small power |
||
|
|
|
|
|
|
|
KJC Operating Company |
100 |
* |
* |
Operates qualifying small |
|
Luz Solar Partners, Ltd., III (17) |
N/A |
22 |
* |
Qualifying small power |
|
Luz Solar Partners, Ltd., IV (18) |
N/A |
10 |
* |
Qualifying small power |
|
Luz Solar Partners, Ltd., V (19) |
N/A |
19 |
* |
Qualifying small power |
|
Luz Solar Partners, Ltd., VI (20) |
N/A |
31 |
* |
Qualifying small power |
|
Luz Solar Partners, Ltd., VII (21) |
N/A |
25 |
* |
Qualifying small power |
|
Pepco Technologies LLC (22) |
N/A |
100 |
* |
* |
Energy-related company |
AMP Funding, LLC (23) |
N/A |
97 |
* |
Being held for liquidation |
|
RAMP Investments, LLC (24) |
N/A |
98 |
* |
Nonutility holding company. |
|
PCI Air Management Partners, LLC (25) |
N/A |
100 |
* |
* |
Aircraft leasing |
PCI Ever, Inc. |
1,000 |
100 |
* |
* |
Nonutility holding company |
Friendly Skies, Inc. |
1,000 |
100 |
* |
* |
Aircraft leasing |
PCI Air Management Corporation |
1,000 |
100 |
* |
* |
Aircraft leasing |
American Energy Corporation |
1,000 |
100 |
* |
* |
Nonutility holding company |
PCI-BT Investing, LLC (26) |
N/A |
95 |
* |
Nonutility holding company |
|
Potomac Aircraft Leasing Corporation |
1,000 |
100 |
* |
* |
Nonutility holding company |
Potomac Capital Markets Corporation |
1,000 |
100 |
* |
* |
Nonutility holding company |
Edison Place, LLC (27) |
N/A |
100 |
* |
* |
Real estate |
Linpro Harmans Land LTD Partnership (28) |
N/A |
50 |
* |
Inactive |
|
Potomac Harmans Corporation |
100 |
* |
* |
Real estate |
|
Potomac Nevada Corporation |
1,000 |
100 |
* |
* |
Nonregulated investments |
Potomac Delaware Leasing Corporation (29) |
651.35 |
100 |
* |
* |
Aircraft leasing |
Potomac Equipment Leasing Corporation |
1,000 |
100 |
* |
* |
Equipment leasing |
Potomac Leasing Associates, LP (30) |
N/A |
100 |
* |
* |
Intercompany receivables |
Potomac Nevada Leasing Corporation |
1,000 |
100 |
* |
* |
Intercompany receivables |
PCI Engine Trading, Ltd. |
12,000 |
100 |
* |
* |
Investments |
Potomac Capital Joint Leasing Corporation |
1,334 |
100 |
* |
* |
Investments and intercompany |
PCI Nevada Investments (31) |
N/A |
100 |
* |
* |
Investments |
PCI Holdings, Inc. |
1,000 |
100 |
* |
* |
Foreign utility company |
Aircraft International Management Co. (32) |
10,000 |
99 |
* |
Intercompany receivables |
|
PCI-BT Ventures (33) |
N/A |
90.91 |
* |
Nonutility holding company |
|
Potomac Nevada Investment, Inc. |
1,000 |
100 |
* |
* |
Foreign utility company |
American-LB Energy Partnership (34) |
N/A |
50 |
* |
Inactive |
|
Carbon Composite, L.L.C. (35) |
N/A |
50 |
* |
Inactive |
|
_____________________________________________________________________________ |
|
|
|
|
|
|
PCI Energy Corporation |
1,000 |
100 |
* |
* |
Oil and gas investments |
Pepco Communications, Inc. |
1,000 |
100 |
* |
* |
Exempt telecommunications |
Pepco Communications, LLC (36) |
N/A |
100 |
* |
* |
ETC subsidiary |
Starpower Communications, LLC (37) |
N/A |
50 |
* |
* |
Telecommunications |
Nextgate, Inc. (38) |
1,000 |
100 |
* |
* |
Inactive |
PHI Service Company |
1,000 |
100 |
(491) |
(491) |
Service company |
Conectiv |
100 |
100 |
1,638,160 |
1,638,160 |
Registered holding company |
Delmarva Power & Light Company |
1,000 |
100 |
580,856 |
580,856 |
Combination gas and electric utility |
Delmarva Power Financing I (39) |
N/A |
100 |
2,165 |
2,165 |
Financing |
Atlantic City Electric Company (40) |
18,320,937 |
100 |
540,428 |
540,428 |
Electric utility |
Atlantic Capital II (41) |
N/A |
100 |
773 |
773 |
Financing |
Atlantic City Electric Transition Funding |
N/A |
100 |
2,960 |
2,960 |
Financing |
Keystone Fuels, LLC (43) |
N/A |
2.47 |
* |
Holds energy contracts |
|
Conemaugh Fuels, LLC (44) |
N/A |
3.83 |
* |
Holds energy contracts |
|
Conectiv Properties and Investments, Inc. |
1,000 |
100 |
* |
* |
Nonregulated investments |
DCI II, Inc. (45) |
1,000 |
100 |
* |
* |
Leveraged Leasing |
LUZ Solar Partners, LTD., IV (46) |
N/A |
4.779 |
* |
Qualifying small power production facilities |
|
DCTC-Burney, Inc. |
1,000 |
100 |
* |
* |
Nonutility holding company |
Forest Products, L.P. (47) |
N/A |
1 |
Investments |
||
Burney Forest Products, A Joint Venture (48) |
N/A |
56 |
* |
Energy-related company |
|
Conectiv Solutions LLC (49) |
N/A |
100 |
* |
* |
Energy management services |
ATE Investment, Inc. (50) |
100 |
100 |
* |
* |
Equity Investments |
King Street Assurance Ltd. (51) |
120,000 |
100 |
* |
* |
Insurance |
Enertech Capital Partners, L.P. (52) |
N/A |
94 |
* |
Energy-related investments |
|
Enertech Capital Partners II, L.P. (53) |
N/A |
11 |
* |
Energy-related investments |
|
Black Light Power, Inc. (54) |
160 |
<1 |
* |
Energy research |
|
Millennium Account Services, LLC (55) |
N/A |
50 |
* |
Meter reading services |
|
Conectiv Services, Inc. |
1,000 |
100 |
* |
* |
Energy-related services |
Conectiv Plumbing, L.L.C. (56) |
N/A |
100 |
* |
* |
Plumbing services |
Conectiv Thermal Systems, Inc. |
100 |
100 |
* |
* |
Energy-related company |
ATS Operating Services, Inc. |
50 |
100 |
* |
* |
Energy-related company |
Atlantic Jersey Thermal Systems, Inc. |
100 |
100 |
* |
* |
Energy-related company |
Thermal Energy Limited Partnership I (57) |
N/A |
100 |
* |
* |
Energy-related company |
Atlantic Generation, Inc. |
100 |
100 |
* |
* |
Energy-related company |
Vineland Limited, Inc. |
100 |
100 |
* |
* |
Energy-related company |
|
|
|
|
|
|
|
Vineland Cogeneration L. P. (58) |
N/A |
50 |
* |
Energy-related company |
|
Merlot Energy LLC (59) |
N/A |
50 |
* |
* |
Energy-related company |
Vineland Energy LLC (60) |
N/A |
50 |
* |
* |
Energy-related company |
Vineland General, Inc. |
100 |
100 |
* |
* |
Energy-related company |
Pedrick Gen., Inc. |
100 |
100 |
* |
* |
Energy-related company |
Cogeneration Partners of America (61) |
N/A |
50 |
* |
Inactive |
|
Binghamton Limited, Inc. |
100 |
100 |
* |
* |
Being held for liquidation |
Binghamton General, Inc. |
100 |
100 |
* |
* |
Being held for liquidation |
Energy Investors Fund III, L.P. (62) |
N/A |
4.9 |
* |
IPP investments |
|
Conectiv Communications, Inc. |
100 |
100 |
* |
* |
Exempt telecommunications |
Atlantic Southern Properties, Inc. |
100 |
100 |
* |
* |
Real estate |
Conectiv Energy Holding Company |
1,000 |
100 |
* |
* |
Holding company |
ACE REIT, Inc |
1,000 |
100 |
* |
* |
Holding company |
Conectiv Atlantic Generation, L.L.C. (63) |
N/A |
100 |
* |
* |
Exempt wholesale generator |
Conectiv Bethlehem, LLC (64) |
N/A |
100 |
* |
* |
Exempt wholesale generator |
Conectiv Delmarva Generation, Inc. |
1,000 |
100 |
* |
* |
Exempt wholesale generator |
Conectiv Pennsylvania Generation, LLC (65) |
1,000 |
100 |
* |
* |
Exempt wholesale generator |
Conectiv Energy Supply, Inc. (66) |
1,000 |
100 |
* |
* |
Energy trading |
Conectiv Mid Merit, LLC (67) |
1,000 |
100 |
* |
* |
Exempt wholesale generator |
Energy Systems North East, LLC (68) |
N/A |
50 |
* |
* |
Exempt wholesale generator |
Delaware Operating Services Company |
1,000 |
100 |
* |
* |
Energy-related company |
PHI Operating Services Company |
1,000 |
100 |
* |
* |
Energy-related company |
Tech Leaders II, L.P. (69) |
N/A |
2.6 |
* |
Energy-related investments |
|
SciQuest.com, Inc.(70) |
N/A |
<1 |
* |
E-commerce and computer |
Footnotes to Item 1: |
|
(1) |
Potomac Electric Power Company liquidated its interest in Edison Capital Reserves Corporation on December 31, 2003. Potomac Electric Power Company Trust I, a Delaware statutory trust, was dissolved on December 30, 2003. |
(2) |
Gridco International L.L.C. is an inactive Delaware limited liability company. Potomac Electric Power Company has a 50% interest. The remaining interest is held by Public Service Electric & Gas Co. |
(3) |
Microcell Corporation is a private corporation in which Potomac Electric Power Company has a 9.6% interest. As of December 31, 2003, Potomac Electric Power Company owned 634,920 shares of Preferred B stock. |
(4) |
PepMarket.com LLC is an inactive Delaware limited liability company. |
_____________________________________________________________________________ |
(5) |
G&L Mechanical Services, Inc. merged with and into Unitemp, Inc. on October 1, 2003. |
(6) |
W.A. Chester, LLC is a Delaware limited liability company. |
(7) |
Severn Construction Services, LLC is a Delaware limited liability company. Its former name was Severn Cable, LLC. Energy &Communications, LLC and Severn Construction LLC merged into Severn Construction Services, LLC on October 1, 2003. |
(8) |
Electro Ecology, Inc. is a New York corporation in which Potomac Capital Investment Corporation holds a 50%. The remaining interest is held by Windsor Machinery Company, Inc. |
(9) |
Potomac Power Resources, LLC, formerly Potomac Power Resources, Inc., is a Delaware limited liability company. The name change is a result of the conversion from a corporation to a limited liability company during 2003. |
(10) |
Fauquier Landfill Gas, LLC is a Delaware limited liability company in which Pepco Energy Services, Inc. holds a 75% interest. The remaining 25% interest is held by Commonwealth Green Energy, LLC. |
(11) |
Trigen-Pepco Energy Services, LLC is a District of Columbia limited liability company in which Pepco Energy Services, Inc. holds a 50% interest. The remaining 50% interest is held by Trigen Energy Corporation. |
(12) |
Pepco Government Services, LLC is a Delaware limited liability company. Its name was changed form Viron/Pepco Sevices Partnership during 2003. |
(13) |
Distributed Generation Partners, LLC is a Delaware limited liability company in which Pepco Energy Services, Inc. holds a 51% interest. The remaining 49% interest is held by CRM International, Inc. |
(14) |
Rolling Hill Landfill Gas, LLC is a Delaware limited liability company in which Pepco Energy Services, Inc. holds a 75% interest. The remaining 25% interest is held by Commonwealth Green Energy, LLC. |
(15) |
Potomac Capital Investment Corporation and certain subsidiaries hold investments in nonsystem entities. Such investments are detailed below. |
|
|
|
|
PCI Holdings, Inc. |
Pacific Gas & Electric |
Preferred Stock - |
* |
Potomac Capital Investment |
BT Capital Funding Corp. |
Preferred Stock - |
* |
PCI Ever, Inc. |
BT Ever |
Preferred Stock - |
* |
Potomac Capital Investment |
General Electric Capital Corp. |
Commercial Paper |
* |
Potomac Capital Investment |
Corvis Corporation |
Common Stock |
* |
Potomac Capital Investment |
Kinetic Venture Fund I |
11.11% interest in fund |
* |
|
Potomac Capital Investment |
Kinetic Venture Fund II |
14.28% interest in fund |
* |
|
Potomac Capital Investment |
BT Funding, LP |
2% partnership interest |
* |
|
(16) |
Kramer Junction Company is a California corporation in which Potomac Capital Investment Corporation holds 30.6% interest. |
|||
(17) |
Luz Solar Partners, Ltd., III is a California limited partnership in which Potomac Capital Investment Corporation holds a 22% limited partnership interest. |
|||
(18) |
Luz Solar Partners, Ltd., IV is a California limited partnership in which Potomac Capital Investment Corporation holds a 10% limited partnership interest. |
|||
(19) |
Luz Solar Partners, Ltd., V is a California limited partnership in which Potomac Capital Investment Corporation holds a 19% limited partnership interest. |
|||
(20) |
Luz Solar Partners, Ltd., VI is a California limited partnership in which Potomac Capital Investment Corporation holds a 31% limited partnership interest. |
|||
(21) |
Luz Solar Partners, Ltd., VII is a California limited partnership in which Potomac Capital Investment Corporation holds a 25% limited partnership interest. |
|||
(22) |
Pepco Technologies, LLC is a Delaware limited liability company. |
|||
(23) |
AMP Funding, LLC is a Delaware limited liability company currently being held for liquidation. Potomac Capital Investments Corporation has a 97% membership interest and PCI Air Management Corporation has a 3% membership interest. |
|||
(24) |
RAMP Investments, LLC is a Delaware limited liability company owned by Potomac Capital Investment Corporation (99%) and PCI Air Management Corporation (1%), both associated companies. |
|||
(25 |
PCI Air Management Partners, LLC is a Delaware limited liability company owned by RAMP Investments, LLC (99%) and PCI Air Management Corporation (1%), both associated companies. |
|||
(26) |
PCI-BT Investing, LLC is a Delaware limited liability company owned by Potomac Capital Investment Corporation (31.33%), American Energy Corporation (31.33%), Potomac Nevada Corporation (31.33%) and PCI Air Management Corporation (1%), each an associated company. The remaining 5% is owned by Bankers Trust Company. |
|||
(27) |
Edison Place, LLC is a Delaware limited liability company. |
|||
(28) |
Linpro Harmans Land LTD Partnership is an inactive Maryland general partnership in which Potomac Capital Investment Corporation has 50% general partnership interest. The remaining interest is held by Linpro Harmans Land LTD. Partnership (49.5%) and The Linpro Company (.5%). |
|||
(29) |
Potomac Delaware Leasing Corporation is owned by Potomac Capital Investment Corporation (23%) and Potomac Nevada Corporation (77%), both associated companies. |
|||
(30) |
Potomac Leasing Associates, LP, is a Delaware limited partnership owned by Potomac Delaware Leasing Corporation (98%) and Potomac Nevada Leasing Corporation (2%), both associated companies. |
|||
(31) |
PCI Nevada Investments is a Delaware general partnership owned by Potomac Capital Joint Leasing Corporation (95%) and Potomac Nevada Corporation (5%), both associated companies. |
|||
(32) |
Aircraft International Management Company is a Delaware corporation owned by PCI Holdings, Inc. (99%) and BT Ever (1%). |
|||
(33) |
PCI-BT Ventures is a Delaware partnership in which Potomac Nevada Corporation, an associated company, owns a 90.91% interest. The remaining 9.09% interest is held by BT Potomac. |
|||
|
(34) |
American-LB Energy Partnership is an inactive New York general partnership in which Potomac Capital Investment Corporation has a 50% interest. |
(35) |
Carbon Composite, LLC is an inactive Delaware limited liability company, in which Potomac Capital Investments, Inc., an associated company, owns a 50% interest. The remaining 50% interest is held by Carbon Composite Corporation. |
(36) |
Pepco Communications, LLC is a Delaware limited liability company. |
(37) |
Starpower Communications, LLC is a Delaware limited liability company in which Pepco Communications LLC, an associated company, has a 50% interest. The remaining interest is held by RCN. |
(38) |
Nextgate, Inc. is inactive. |
(39) |
Delmarva Power Financing I is a Delaware business trust. |
(40) |
Atlantic Capital I, a Delaware business trust, was dissolved on December 30, 2003. |
(41) |
Atlantic Capital II is a Delaware business trust. |
(42) |
Atlantic City Electric Transition Funding, LLC is a Delaware limited liability company. |
(43) |
Keystone Fuels, LLC is a Delaware limited liability company in which Atlantic City Electric Company has a 2.47% interest. The remainder is owned by Constellation Power, Inc. (20.99%), Keystone Power LLC (3.7%), PPL Generation LLC (12.34%), Eastern Pennsylvania Generation Company (20.99%), PSEG Power Fuels LLC (22.84%) and Reliant Energy Keystone Fuels LLC (16.67%). |
(44) |
Conemaugh Fuels, LLC is a Delaware limited liability company in which Atlantic City Electric Company has a 3.83% interest. The remainder is owned by Conemaugh Power LLC (3.72%), Constellation Power, Inc. (10.56%), Exelon Power Holdings, LP (20.72%), PPA Generation LLC (11.39%), Allegheny Energy Supply Company (9.72%), PSEG Power Fuels LLC (22.5%), Reliant Energy Key/Con Fuels LLC (16.45%) and UGI Development Company (1.11%). |
(45) |
DCI II, Inc. is inactive and being held for liquidation. |
(46) |
Luz Solar Partners, Ltd., VI is a California limited partnership in which Conectiv Properties and Investments Corporation holds a 4.779% limited partnership interest. |
(47) |
Forest Products, L.P. is a Delaware limited partnership in which DCTC-Burney, Inc. has a 1% general partnership interest. The remaining 99% limited partnership interest is held by GR Capital. |
(48) |
Burney Forest Products, A Joint Venture is a California general partnership owned by DCTC-Burney, Inc. and Forest Products, L.P., both associated companies. Book value represents the combined book value of Forest Products, L.P. and Burney Forest Products, A Joint Venture. |
(49) |
Conectiv Solutions LLC is a Delaware limited liability company. |
(50) |
ATE Investment, Inc. is a Delaware corporation owned by Conectiv Solutions LLC (85%) and Atlantic Generation, Inc. (15%), both associated companies. |
(51) |
King Street Assurance LTD is a company organized and existing as an exempted class e insurance company under the laws of Bermuda. |
(52) |
Enertech Capital Partners, L.P. is a Delaware limited partnership in which King Street Assurance Ltd. has a 94% limited partnership interest. |
(53) |
Enertech Capital Partners II, L.P. is a Delaware limited partnership in which King Street Assurance Ltd. has an 11% limited partnership interest. |
(54) |
Black Light Power, Inc. is a Delaware corporation in which Conectiv Solutions LLC holds a less than 1% interest. |
(55) |
Millennium Account Services, LLC is a Delaware limited liability company in which Conectiv Solutions LLC has a 50% interest. The remaining interest is held by South Jersey Gas Company. |
(56) |
Conectiv Plumbing, L.L.C. is a Delaware limited liability company. |
|
(57) |
Thermal Energy Limited Partnership I is a Delaware limited partnership owned by Conectiv Thermal Systems, Inc. (99%) and Atlantic Jersey Thermal Systems, Inc. (1%), both associated companies. |
(58) |
Vineland Cogeneration Limited Partnership is a Delaware limited partnership in which Vineland Limited, Inc. has a 45% limited partnership interest and Vineland General, Inc. has a 5% general partnership interest. The remaining 50% is owned by Javelin Vineland General Corporation and Javelin Vineland Limited, LLC. |
(59) |
Merlot Energy L.L.C. is a Delaware limited liability company in which Vineland Ltd., Inc. has a 50% membership interest. The remaining interest is held by Javelin Vineland Limited LLC. |
(60) |
Vineland Energy L.L.C. is a Delaware limited liability company. |
(61) |
Cogeneration Partners of America is an inactive New Jersey general partnership in which Atlantic Generation, Inc., an associated company, owns a 50% interest. The remaining 50% is owned by Javelin Holdings, LLC. |
(62) |
Energy Investors Fund III, L.P. is a Delaware limited partnership in which Atlantic Generation, Inc. holds a 4.9% interest. |
(63) |
Conectiv Atlantic Generation, L.L.C. is a Delaware limited liability company. |
(64) |
Conectiv Bethlehem, LLC is a Delaware limited liability company. |
(65) |
Conectiv Pennsylvania Generation, LLC, formerly Conectiv Pennsylvania Generation, Inc., is a Delaware limited liability company. The name was changed on April 8, 2003 by way of a conversion from a corporation to a limited liability company. |
(66) |
Conectiv Operating Services Company was sold on June 17, 2003. |
(67) |
Conectiv Mid Merit LLC, formerly Conectiv Mid-Merit, Inc., is a Delaware limited liability company. The name was changed on May 7, 2003 by way of a conversion from a corporation to a limited liability company. |
(68) |
Energy Systems North East, LLC is a Delaware limited liability corporation in which Conectiv Mid Merit, LLC has a 50% interest. The remaining interest is held by Welch Foods, Inc. |
(69) |
Tech Leaders II, L.P. is a Delaware limited partnership in which Conectiv holds a 2.6% limited partnership interest. |
(70) |
SciQuest.com, Inc. is a publicly traded company in which Conectiv has a less than a 1% interest. The shares were liquidated during the first quarter of 2004. |
(71) |
Below are listed investments in unsecured debt as of December 31, 2003: |
|
|
Borrowing |
($000) |
Interest |
Date |
ATE Investment, Inc. |
PHI Service Company, |
Money Pool Advance |
* |
1.04 |
Demand |
Atlantic Southern |
PHI Service Company, |
Money Pool Advance |
* |
1.04 |
Demand |
Conectiv |
Pepco Holdings, Inc. |
Intercompany Note |
96,712 |
1.04 |
Demand |
Conectiv Atlantic |
Pepco Holdings, Inc. |
Intercompany Note |
* |
1.04 |
Demand |
Conectiv Bethlehem, LLC |
Conectiv Energy Holding |
Intercompany Note |
* |
1.04 |
Demand |
Conectiv Delmarva |
Pepco Holdings, Inc. |
Intercompany Note |
* |
1.04 |
Demand |
Conectiv Energy Holding |
Pepco Holdings, Inc. |
Intercompany Note |
* |
1.04 |
Demand |
Conectiv Energy Supply, |
PHI Service Company, |
Money Pool Advance |
* |
1.04 |
Demand |
Conectiv Mid Merit, LLC |
Pepco Holdings, Inc. |
Intercompany Note |
* |
1.04 |
Demand |
_____________________________________________________________________________ |
Conectiv Pennsylvania |
Pepco Holdings, Inc. |
Intercompany Note |
* |
1.04 |
Demand |
|
Conectiv Properties and |
PHI Service Company, |
Money Pool Advance |
* |
1.04 |
Demand |
|
Conectiv Solutions |
Conectiv Communications, |
Intercompany Note |
* |
6.33 |
5/21/21 |
|
Conectiv Thermal Systems, |
Conectiv |
Intercompany Note |
* |
1.04 |
Demand |
|
Delmarva Power & Light |
PHI Service Company, |
Money Pool Advance |
62,630 |
1.04 |
Demand |
|
Delaware Operating |
Pepco Holdings, Inc. |
Intercompany Note |
* |
1.04 |
Demand |
|
Pepco Energy Services, Inc. |
PHI Service Company, |
Money Pool Advance |
* |
1.04 |
Demand |
|
PHI Operating Services |
Pepco Holdings, Inc. |
Intercompany Note |
* |
1.04 |
Demand |
|
PHI Service Company |
PHI Service Company, |
Money Pool Advance |
54,570 |
1.04 |
Demand |
|
Potomac Capital Investment |
Pepco Holdings, Inc. |
Intercompany Note |
* |
7.535 |
9/25/14 |
|
Potomac Capital Investment |
Pepco Holdings, Inc. |
Intercompany Note |
* |
7.535 |
9/30/14 |
|
Potomac Capital Investment |
Pepco Holdings, Inc. |
Intercompany Note |
* |
4.00 |
1/1/05 |
|
Potomac Electric Power |
PHI Service Company, |
Money Pool Advance |
57,786 |
1.04 |
Demand |
|
* Confidential treatment requested pursuant to Rule 104(b). |
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS |
|||
Company |
Acquisition or Sale |
Description |
Consideration ($000) |
Potomac Electric Power Company |
Acquisition |
Property to be used for future substation in Washington, DC |
$12,253 |
|
Item 3. |
ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM |
|||||||
And Title of Issue |
Issuing, Selling, Pledging Guaranteeing, or Assuming Securities |
|
|
|
|
|
||
Delmarva Power & Light Company |
Delmarva Power & |
18,200 |
N/A |
8/7/03 |
18,200 |
Rule 52 |
||
Exempt Facilities Refunding |
Delmarva Power & |
15,000 |
N/A |
8/7/03 |
15,000 |
Rule 52 |
||
Atlantic City Electric Company |
Atlantic City |
(1) |
N/A |
Various |
(1) |
Rule 52 |
||
Various |
Various |
N/A |
92,453 (2) |
12/31/03 |
N/A |
Rule 45 |
||
(1) |
Atlantic City Electric Company issued commercial paper at various times throughout 2003. The highest outstanding balance of commercial paper was $50.4 million on October 1, 2003. The balance as of December 31, 2003 was zero. |
|||||||
(2) |
Balance is as of December 31, 2003. |
|||||||
The above do not include issuances of system companies that have been authorized by Commission order under the Public Utility Holding Company Act of 1935 and which are subject to Rule 24 certificate filing requirements or quarterly reporting on Form U-6B-2 or Form U-9C-3. |
||||||||
|
Item 4. |
ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES |
||||||
And Title of Issue |
|
Principal |
|
|
|
|
|
8.25% Monthly Income |
Atlantic Capital I |
70,000 |
2/28/03 |
70,000 |
E |
Rule 42 |
|
6% Medium Term Note, |
Atlantic City Electric |
20,000 |
1/15/03 |
20,000 |
E |
Rule 42 |
|
7.16% Medium Term Note, |
Atlantic City Electric |
10,000 |
1/27/03 |
10,000 |
E |
Rule 42 |
|
7.19% Medium Term Note, |
Atlantic City Electric |
8,000 |
1/27/03 |
8,000 |
E |
Rule 42 |
|
7.20% Medium Term Note, |
Atlantic City Electric |
2,000 |
1/27/03 |
2,000 |
E |
Rule 42 |
|
7.13% Medium Term Note, |
Atlantic City Electric |
28,000 |
3/24/03 |
28,000 |
E |
Rule 42 |
|
7.98% Medium Term Note, |
Atlantic City Electric |
19,500 |
3/24/03 |
19,500 |
E |
Rule 42 |
|
7.97% Medium Term Note, |
Atlantic City Electric |
10,500 |
3/24/03 |
10,500 |
E |
Rule 42 |
|
6.63% Medium Term Note, |
Atlantic City Electric |
30,000 |
6/2/03 |
30,000 |
E |
Rule 42 |
|
6.38% Pollution Control |
Atlantic City Electric |
75 |
12/01/03 |
75 |
E |
Rule 42 |
|
Floating Rate Notes |
Conectiv |
200,000 |
1/28/03 |
200,000 |
E |
Rule 42 |
|
6.73% Medium Term Note, |
Conectiv |
50,000 |
6/2/03 |
50,000 |
E |
Rule 42 |
|
8.15% First Mortgage Bond |
Delmarva Power & Light |
32,000 |
5/1/03 |
32,000 |
E |
Rule 42 |
|
6.95% First Mortgage Bond |
Delmarva Power & Light |
2,193 |
6/2/03 |
2,193 |
E |
Rule 42 |
|
6.40% First Mortgage Bond |
Delmarva Power & Light |
85,000 |
7/1/03 |
85,000 |
E |
Rule 42 |
|
6.05% Gas Facilities |
Delmarva Power & Light |
15,000 |
9/15/03 |
15,000 |
E |
Rule 42 |
|
6.75% Pollution Control |
Delmarva Power & Light |
18,200 |
9/15/03 |
18,200 |
E |
Rule 42 |
|
|
|
|
Principal |
|
|
|
|
6.20% Medium Term Note |
Potomac Capital |
5,000 |
1/13/03 |
5,000 |
E |
Rule 42 |
6.21% Medium Term Note |
Potomac Capital |
4,000 |
1/27/03 |
4,000 |
E |
Rule 42 |
6.50% Medium Term Note |
Potomac Capital |
10,000 |
4/1/03 |
10,000 |
E |
Rule 42 |
7.38% Medium Term Note |
Potomac Capital |
3,500 |
6/2/03 |
3,500 |
E |
Rule 42 |
7.30% Medium Term Note |
Potomac Capital |
1,000 |
6/18/03 |
1,000 |
E |
Rule 42 |
7.04% Medium Term Note |
Potomac Capital |
5,000 |
7/15/03 |
5,000 |
E |
Rule 42 |
7% Medium Term Note |
Potomac Capital |
7,000 |
7/28/03 |
7,000 |
E |
Rule 42 |
6.40% Medium Term Note |
Potomac Capital |
10,000 |
8/21/03 |
10,000 |
E |
Rule 42 |
8.15% Medium Term Note |
Potomac Capital |
3,000 |
10/15/03 |
3,000 |
E |
Rule 42 |
6.50% Medium Term Note |
Potomac Capital |
12,000 |
10/16/03 |
12,000 |
E |
Rule 42 |
6.50% Medium Term Note |
Potomac Capital |
30,000 |
10/16/03 |
30,000 |
E |
Rule 42 |
8.31% Medium Term Note |
Potomac Capital |
1,000 |
11/14/03 |
1,000 |
E |
Rule 42 |
6.50% Medium Term Note |
Potomac Capital |
38,000 |
12/1/03 |
38,000 |
E |
Rule 42 |
6.50% Medium Term Note |
Potomac Capital |
5,000 |
12/1/03 |
5,000 |
E |
Rule 42 |
7% Medium Term Note |
Potomac Electric Power |
15,000 |
5/20/03 |
15,000 |
E |
Rule 42 |
7.50% First Mortgage Bond |
Potomac Electric Power |
40,000 |
7/21/03 |
40,000 |
E |
Rule 42 |
7.25% First Mortgage Bond |
Potomac Electric Power |
100,000 |
7/21/03 |
100,000 |
E |
Rule 42 |
6.80% Preferred Stock |
Potomac Electric Power |
2,500 |
9/2/03 |
2,500 |
E |
Rule 42 |
5.625% First Mortgage Bond |
Potomac Electric Power |
50,000 |
10/15/03 |
50,000 |
E |
Rule 42 |
7.375% Trust Originated |
Potomac Electric |
125,000 |
12/29/03 |
125,000 |
E |
Rule 42 |
_____________________________________________________________________________ |
Item 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES |
||||
The aggregate amount of investments at December 31, 2003 in persons operating in the system's retail area. Please refer to the footnotes to Item 1 for a description of other investments in nonsystem companies. |
||||
|
Aggregate Amount of |
|
|
|
Potomac Electric Power |
14 |
6 (2) |
Retail Company Securities |
|
Atlantic City Electric |
(3) |
(3) |
Retail Company Securities |
|
Delmarva Power & Light |
(4) |
(4) |
Retail Company Securities |
|
Conectiv (1) |
1 |
3 |
Retail Company Securities |
|
(1) |
Investments in securities represent bankruptcy distributions applicable to obligations of customers incurred in the ordinary course of business. |
|||
(2) |
Potomac Electric Power Company also holds securities of 12 other entities that are considered worthless. |
|||
(3) |
Atlantic City Electric Company holds securities of 2 entities with an aggregate value of less than $1,000. |
|||
(4) |
Delmarva Power & Light Company holds securities of 1 entity with a value of less than $1,000. |
|||
|
ITEM 6. OFFICERS AND DIRECTORS |
|
ACE REIT, Inc. 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: Thomas S. Shaw - Chairman William H. Spence James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman & CEO |
William H. Spence |
President & COO |
James P. Lavin |
Vice President, Controller & CFO |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
Aircraft International Management Company 1801 K Street, NW Suite 900 Washington, DC 20006 |
|
Directors: |
|
John D. McCallum - Chairman |
|
Margie Vollman |
|
Kevin McGowan |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
Margie Vollman |
Assistant Secretary |
|
AMP Funding, L.L.C. 1801 K Street, NW Suite 900 Washington, DC 20006 |
||
Managers: |
||
Kevin McGowan |
Executive Manager |
|
Edward A. Reznick |
Manager |
|
Leslie C. Zimberg |
Manager |
|
American Energy Corporation 1801 K Street, NW Suite 900 Washington, DC 20006 |
||
Directors: |
||
John D. McCallum - Chairman |
||
Kevin McGowan |
||
Leslie C. Zimberg |
||
Officers: |
||
John D. McCallum |
President |
|
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
|
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
|
Richard Battista |
Controller |
|
ATE Investments, Inc. P. O. Box 231 Wilmington, DE 19899 |
||
Directors : |
||
Thomas S. Shaw - Chairman |
||
William H. Spence |
||
James P. Lavin |
||
Officers: |
||
Thomas S. Shaw |
Chairman & CEO |
|
William H. Spence |
President & COO |
|
James P. Lavin |
Vice President, Controller & CFO |
|
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
|
Donna J. Kinzel |
Treasurer |
|
Ellen Sheriff Rogers |
General Counsel & Secretary |
|
Jeffery E. Snyder |
Assistant Treasurer |
|
Nina J. Clements |
Assistant Secretary |
|
Diana C. DeAngelis |
Assistant Secretary |
|
15 |
Atlantic City Electric Company 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
John M. Derrick, Jr. - Chairman |
|
Joseph M. Rigby |
|
Thomas S. Shaw |
|
William T. Torgerson |
|
Andrew W. Williams |
|
Dennis R. Wraase |
|
Officers: |
|
John M. Derrick, Jr. |
Chairman |
Joseph M. Rigby |
President & CEO |
Andrew W. Williams |
CFO |
Roberta S. Brown |
Vice President |
Jerry A. Elliott |
Vice President |
Gary L. Stockbridge |
Vice President |
J. Mack Wathen |
Vice President, Assistant Secretary and Assistant Treasurer |
James C. Weller |
Vice President |
Anthony J. Kamerick |
Treasurer |
James P. Lavin |
Controller |
Kirk J. Emge |
General Counsel |
Ellen Sheriff Rogers |
Secretary |
Gary L. Hanson |
Assistant Secretary and Assistant Treasurer |
Donna J. Kinzel |
Assistant Treasurer |
Jeffery E. Snyder |
Assistant Treasurer |
John J. Bagnell |
Assistant Secretary |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
|
Atlantic City Electric Transition Funding LLC P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Dean A. Christiansen |
|
Orlando Figueroa |
|
Officers: |
|
Thomas S. Shaw |
Chairman |
Joseph M. Rigby |
President & COO |
James P. Lavin |
CFO |
Kirk J. Emge |
General Counsel |
Roberta S. Brown |
Vice President |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
Atlantic Generation, Inc. P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman and CEO |
William H. Spence |
President & COO |
James P. Lavin |
Vice President, Controller & CFO |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
17 |
Atlantic Jersey Thermal Systems, Inc. Suite 1600 Arlington, VA 22209 |
|
Directors: |
|
E. R. Mayberry - Chairman |
|
David Weiss |
|
Peter Meier |
|
Officers: |
|
E. R. Mayberry |
Chairman and CEO |
David Weiss |
President |
Thomas Herzog |
Vice President |
James McDonnell |
Treasurer |
Peter Meier |
Secretary |
Adam Chmara |
Assistant Secretary |
Atlantic Southern Properties, Inc. P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman, President and CEO |
James P. Lavin |
Vice President, Controller & CFO |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
|
ATS Operating Services, Inc. P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman and CEO |
William H. Spence |
President & COO |
James P. Lavin |
Vice President, Controller & CFO |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
David F. Hughes |
Vice President |
D. Bruce McClenathan |
Vice President |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
Binghamton General, Inc. 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman and CEO |
William H. Spence |
President & COO |
James P. Lavin |
Vice President, Controller & CFO |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
|
Binghamton Limited, Inc. 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman and CEO |
William H. Spence |
President & COO |
James P. Lavin |
Vice President, Controller & CFO |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
Carbon Composite, L.L.C. 1801 K Street, NW Suite 900 Washington, DC 20006 |
|
Managers: |
|
John D. McCallum |
|
Kenneth Jackson |
|
|
Conectiv 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
John M. Derrick, Jr. - Chairman |
|
Thomas S. Shaw |
|
William T. Torgerson |
|
Andrew W. Williams |
|
Dennis R. Wraase |
|
Officers: |
|
John M. Derrick, Jr. |
Chairman |
Dennis R. Wraase |
CEO |
Thomas S. Shaw |
President & COO |
William T. Torgerson |
Executive Vice President & General Counsel |
Andrew W. Williams |
Senior Vice President & CFO |
Joseph M. Rigby |
Senior Vice President |
William H. Spence |
Senior Vice President |
Anthony J. Kamerick |
Vice President & Treasurer |
James P. Lavin |
Vice President & Controller |
Arturo F. Agra |
Vice President |
Roberta S. Brown |
Vice President |
Denis M. Canty |
Vice President |
Jerry A. Elliott |
Vice President |
Robert Gabbard |
Vice President |
Albert F. Kirby |
Vice President |
D. Bruce McClenathan |
Vice President |
Gary L. Stockbridge |
Vice President |
David M. Velazquez |
Vice President |
J. Mack Wathen |
Vice President |
James C. Weller |
Vice President |
Ellen Sheriff Rogers |
Secretary |
Donna J. Kinzel |
Assistant Treasurer |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
|
Conectiv Atlantic Generation, L.L.C. 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman and CEO |
William H. Spence |
President & COO |
James P. Lavin |
Vice President, Controller & CFO |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Albert F. Kirby |
Vice President |
D. Bruce McClenathan |
Vice President |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
Conectiv Bethlehem, LLC 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman and CEO |
William H. Spence |
President & COO |
James P. Lavin |
Vice President, Controller & CFO |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Albert F. Kirby |
Vice President |
D. Bruce McClenathan |
Vice President |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
22 |
Conectiv Communications, Inc. 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman, President and CEO |
James P. Lavin |
Vice President, Controller & CFO |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
Conectiv Delmarva Generation, Inc. 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman and CEO |
William H. Spence |
President & COO |
James P. Lavin |
Vice President, Controller & CFO |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Albert F. Kirby |
Vice President |
D. Bruce McClenathan |
Vice President |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
|
Conectiv Energy Holding Company 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
John M. Derrick, Jr. - Chairman |
|
Thomas S. Shaw |
|
William H. Spence |
|
William T. Torgerson |
|
Andrew W. Williams |
|
Dennis R. Wraase |
|
Officers: |
|
John M. Derrick, Jr. |
Chairman |
Thomas S. Shaw |
CEO |
William H. Spence |
President & COO |
William T. Torgerson |
Executive Vice President & General Counsel |
Andrew W. Williams |
Senior Vice President & CFO |
Anthony J. Kamerick |
Vice President & Treasurer |
James P. Lavin |
Vice President & Controller |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Albert F. Kirby |
Vice President |
D. Bruce McClenathan |
Vice President |
David M. Velazquez |
Vice President |
Ellen Sheriff Rogers |
Secretary |
Donna J. Kinzel |
Assistant Treasurer |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
|
Conectiv Energy Supply, Inc. 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
John M. Derrick, Jr. - Chairman |
|
Thomas S. Shaw |
|
William H. Spence |
|
William T. Torgerson |
|
Andrew W. Williams |
|
Dennis R. Wraase |
|
Officers: |
|
John M. Derrick, Jr. |
Chairman |
Thomas S. Shaw |
CEO |
William H. Spence |
President & COO |
Andrew W. Williams |
Senior Vice President & CFO |
Anthony J. Kamerick |
Vice President & Treasurer |
James P. Lavin |
Vice President & Controller |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Robert Gabbard |
Vice President |
Albert F. Kirby |
Vice President |
D. Bruce McClenathan |
Vice President |
David M. Velazquez |
Vice President |
Nathan L. Wilson |
Vice President & Assistant Secretary |
Ellen Sheriff Rogers |
Secretary |
Kirk J. Emge |
General Counsel |
Donna J. Kinzel |
Assistant Treasurer |
Jeffery E. Snyder |
Assistant Treasurer |
Louis A. Tonelli |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
Stacey L. Evans |
Assistant Secretary |
James B. Jacoby |
General Manager |
|
Conectiv Mid Merit, LLC 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman and CEO |
William H. Spence |
President & COO |
James P. Lavin |
Vice President, Controller & CFO |
Arturo F. Agra |
Vice President & Assistant Treasurer & Assistant Secretary |
Albert F. Kirby |
Vice President |
D. Bruce McClenathan |
Vice President |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
Conectiv Pennsylvania Generation, LLC 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman and CEO |
William H. Spence |
President & COO |
James P. Lavin |
Vice President, Controller & CFO |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Albert F. Kirby |
Vice President |
D. Bruce McClenathan |
Vice President |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
|
Conectiv Properties and Investments, Inc. 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman, President and CEO |
James P. Lavin |
Vice President, Controller & CFO |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
Conectiv Services, Inc. 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman, President and CEO |
James P. Lavin |
Vice President, Controller & CFO |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
|
Conectiv Solutions LLC P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman, President and CEO |
James P. Lavin |
Vice President, Controller & CFO |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
Conectiv Thermal Systems, Inc. 1300 17th Street, North Suite 1600 Arlington, VA 22209 |
|
Directors: |
|
E. R. Mayberry - Chairman |
|
David Weiss |
|
Peter Meier |
|
Officers: |
|
E. R. Mayberry |
Chairman and CEO |
David Weiss |
President |
Thomas Herzog |
Vice President |
James McDonnell |
Treasurer |
Peter Meier |
Secretary |
Adam Chmara |
Assistant Secretary |
|
DCI II, Inc. 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Ariane Joseph-Lewis |
|
Richard Brown |
|
Officers: |
|
Thomas S. Shaw |
Chairman, President and CEO |
James P. Lavin |
Vice President, Controller & CFO |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
DCTC-Burney, Inc. 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman and CEO |
William H. Spence |
President & COO |
James P. Lavin |
Vice President, Controller & CFO |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
|
Delaware Operating Services Company 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chief Executive Officer |
William H. Spence |
President |
James P. Lavin |
Vice President & Controller |
D. Bruce McClenathan |
Vice President |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Donna J. Kinzel |
Treasurer |
Jeffery E. Snyder |
Assistant Treasurer |
Ellen Sheriff Rogers |
Secretary |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
|
Delmarva Power & Light Company P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
John M. Derrick, Jr. - Chairman |
|
Joseph M. Rigby |
|
Thomas S. Shaw |
|
William T. Torgerson |
|
Andrew W. Williams |
|
Dennis R. Wraase |
|
Officers: |
|
John M. Derrick, Jr. |
Chairman |
Thomas S. Shaw |
CEO |
Joseph M. Rigby |
President |
Andrew W. Williams |
Senior Vice President & CFO |
Anthony J. Kamerick |
Vice President & Treasurer |
James P. Lavin |
Vice President & Controller |
Roberta S. Brown |
Vice President |
Jerry A. Elliott |
Vice President |
Gary L. Stockbridge |
Vice President |
J. Mack Wathen |
Vice President, Assistant Treasurer & Assistant Secretary |
James C. Weller |
Vice President |
Kirk J. Emge |
General Counsel |
Ellen Sheriff Rogers |
Secretary |
Gary L. Hanson |
Assistant Treasurer & Assistant Secretary |
Donna J. Kinzel |
Assistant Treasurer |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
|
Distributed Generation Partners, LLC 1300 17th Street, North Suite 1600 Arlington, VA 22209 |
|
Managers: |
|
Richard Bailey |
|
Glenn Simpson |
|
Kurt Tella |
|
David Weiss |
|
Officers: |
|
Kurt Tella |
President |
David Weiss |
Vice President |
Glenn Simpson |
Treasurer |
Richard Bailey |
Secretary |
Peter E. Meier |
Assistant Secretary |
Edison Place, LLC 1801 K Street, NW Suite 900 Washington, DC 20006 |
|
Officers: |
|
John D. McCallum |
Chairman, President |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Kevin McGowan |
Vice President and Treasurer |
Richard Battista |
Controller |
Managers: |
|
John D. McCallum |
Manager |
Kevin McGowan |
Manager |
Leslie C. Zimberg |
Manager |
|
Electro Ecology, Inc. 1300 17th Street, North Suite 1600 Arlington, VA 22209 |
|
Directors: |
|
E. R. Mayberry |
|
Peter E. Meier |
|
David Weiss |
|
Officers: |
|
David Weiss |
President |
Peter E. Meier |
Corporate Secretary |
Engineered Services, Inc. 1300 17th Street, North Suite 1600 Arlington, VA 22209 |
|
Directors: |
|
E. R. Mayberry |
|
Robert Aylward |
|
Peter E. Meier |
|
Officers: |
|
Robert Aylward |
Chief Executive Officer |
Michael Bletzecker |
President |
Michael J. Watt |
Vice President |
Peter E. Meier |
Secretary |
Adam S. Chmara |
Assistant Secretary |
|
Fauquier Landfill Gas, LLC 1300 17th Street, North Suite 1600 Arlington, VA 22209 |
|
Managers: |
|
E. R. Mayberry |
Member |
Ed Borroni |
Member |
Charles R. Foster |
Member |
David Weiss |
Member |
Officers: |
|
David Weiss |
President |
Charles R. Foster |
Vice President |
James McDonnell |
Treasurer |
Peter E. Meier |
Secretary |
Adam S. Chmara |
Assistant Secretary |
Friendly Skies, Inc. 1801 K Street, NW Suite 900 Washington, DC 20006 |
|
Directors: |
|
Avril G. Harvey |
|
John D. McCallum |
|
Kevin McGowan |
|
Diane Vucenich |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Treasurer |
Leslie C. Zimberg |
Secretary |
|
King Street Assurance Ltd. 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
David J. Doyle |
|
James M. Macdonald (as alternate to D. J. Doyle only) |
|
Officers: |
|
Thomas S. Shaw |
Chairman, President and CEO |
James P. Lavin |
Vice President, Controller & CFO |
M. Howard Yourinson |
Vice President |
Donna J. Kinzel |
Treasurer |
I. S. Outerbridge |
Secretary |
Ellen Sheriff Rogers |
General Counsel & Assistant Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
Wayne Morgan |
Assistant Secretary |
MET Electrical Testing Company 1300 17th Street, North Suite 1600 Arlington, VA 22209 |
|
Directors: |
|
E. R. Mayberry |
|
Officers: |
|
Robert Aylward |
Chief Executive Officer |
Frank Ceci |
President |
Catherine Davidson |
Treasurer |
Peter E. Meier |
Secretary |
Adam S. Chmara |
Assistant Secretary |
|
Nextgate, Inc. 1801 K Street, NW Suite 900 Washington, DC 20006 |
|
Directors: |
|
John M. Derrick, Jr. |
|
John D. McCallum |
|
Dennis R. Wraase |
|
Officers: |
|
John D. McCallum |
Chairman, President & Chief Executive Officer |
Kevin McGowan |
Vice President and Chief Financial Officer |
John Ng |
Vice President Engineering & Construction |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
PCI Air Management Corporation 1575 Delucci Lane #115 Reno, NV 89502 |
|
Directors: |
|
John D. McCallum - Chairmen |
|
Margie Vollman |
|
Kevin McGowan |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
Margie Vollman |
Assistant Secretary |
|
PCI Energy Corporation 1801 K Street, NW Suite 900 Washington, DC 20006 |
|
Directors: |
|
John D. McCallum - Chairman |
|
Kevin McGowan |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
PCI Engine Trading, Ltd. 1801 K Street, NW Suite 900 Washington, DC 20006 |
|
Directors: |
|
C. F. Cooper, A. |
|
Donald H. Malcolm |
|
John D. McCallum |
|
Kevin McGowan |
|
Dennis R. Wraase |
|
Leslie C. Zimberg |
|
John C. Collis, R. - Alternate Director |
|
Officers: |
|
Donald H. Malcolm |
Chairman |
C. F. Cooper, A. |
Deputy Chairman |
Leslie C. Zimberg |
Vice President & Assistant Secretary |
Kevin McGowan |
Controller/Treasurer |
Joan L. Barnes, K. |
Secretary |
|
PCI Ever, Inc. 1801 K Street, NW Suite 900 Washington, DC 20006 |
|
Directors: |
|
John D. McCallum - Chairman |
|
Margie Vollman |
|
Kevin McGowan |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
Margie Vollman |
Assistant Secretary |
PCI Holdings, Inc. 1801 K Street, NW Suite 900 Washington, DC 20006 |
|
Directors: |
|
John D. McCallum - Chairman |
|
Laura Carlson |
|
Kevin McGowan |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
Laura Carlson |
Assistant Secretary |
|
PCI Netherlands Corporation 1575 Delucchi Lane #115 Reno, NV 89502 |
|
Directors: |
|
John D. McCallum - Chairman |
|
Margie Vollman |
|
Kevin McGowan |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
Margie Vollman |
Assistant Secretary |
PCI Queensland Corporation 1575 Delucchi Lane #115 Reno, NV 89502 |
|
Directors: |
|
John D. McCallum - Chairman |
|
Margie Vollman |
|
Kevin McGowan |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
Margie Vollman |
Assistant Secretary |
|
Pedrick Gen., Inc. 800 King Street P. O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw - Chairman |
|
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chairman and CEO |
William H. Spence |
President & COO |
James P. Lavin |
Vice President, Controller & CFO |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Donna J. Kinzel |
Treasurer |
Ellen Sheriff Rogers |
General Counsel & Secretary |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
Pepco Building Services, Inc. 1300 17th Street, North Suite 1600 Arlington, VA 22209 |
|
Directors: |
|
Robert Aylward |
|
E. R. Mayberry |
|
Peter E. Meier |
|
Officers: |
|
E. R. Mayberry |
Chief Executive Officer |
Robert Aylward |
President and COO |
Peter E. Meier |
General Counsel & Secretary |
Adam S. Chmara |
Deputy General Counsel and Assistant Secretary |
|
Pepco Communications, Inc. 1801 K Street, NW Suite 900 Washington, DC 20006 |
|
Directors: |
|
John M. Derrick, Jr. |
|
John D. McCallum |
|
Officers: |
|
John M. Derrick, Jr. |
Chairman |
Dennis R. Wraase |
Vice Chairman |
John D. McCallum |
President and Chief Executive Officer |
Arsalan Azarsa |
Vice President and Controller |
John H Ng |
Vice President - Telecommunications Engineering |
Leslie C. Zimberg |
Secretary |
Pepco Communications, LLC 1801 K Street, NW Suite 900 Washington, DC 20006 |
|
Managers: |
|
John M. Derrick, Jr. |
Manager |
John D. McCallum |
Manager |
Dennis R. Wraase |
Manager |
Officers: |
|
John M. Derrick, Jr. |
Chairman |
Dennis R. Wraase |
Vice Chairman |
John D. McCallum |
President and Chief Executive Officer |
Arsalan Azarsa |
Vice President and Controller |
John Ng |
Vice President - Telecommunications Engineering |
Leslie C. Zimberg |
Secretary |
|
Pepco Energy Services, Inc. 1300 17th Street, North Suite 1600 Arlington, VA 22209 |
|
Directors: |
|
John M. Derrick, Jr. - Chairman |
|
E. R. Mayberry |
|
Thomas S. Shaw |
|
William T. Torgerson |
|
Andrew W. Williams |
|
Dennis R. Wraase |
|
Officers: |
|
E. R. Mayberry |
President & Chief Executive Officer |
Mark Kumm |
President & Chief Operating Officer, Asset Management Group |
David Weiss |
President, Performance Management Group |
Robert Aylward |
President, Pepco Building Services, Inc. |
James C. McDonnell |
Vice President & Chief Financial Officer |
Peter E. Meier |
Vice President, General Counsel, & Secretary |
Caryn Bacon |
Vice President - Asset Management Group |
Ed Borroni |
Vice President - Performance Management Group |
Steven Griffin |
Vice President - Performance Management Group |
Robert W. Hollis |
Vice President - Performance Management Group |
John Huffman |
Vice President - Performance Management Group |
Jim Lukas |
Vice President - Asset Management Group |
A. Glenn Simpson |
Vice President - Product Development |
Scott Snyder |
Vice President - Risk Management |
Adam S. Chmara |
Deputy General Counsel & Assistant Secretary |
Brad McDonald |
Treasurer |
Peter McPhun |
Controller |
|
Pepco Enterprises, Inc. 1300 17th Street, North Suite 1600 Arlington, VA 22209 |
|
Directors: |
|
E. R. Mayberry |
|
Robert Aylward |
|
Peter E. Meier |
|
Officers: |
|
Robert Aylward |
President |
Peter E. Meier |
Vice President, General Counsel and Secretary |
Pepco Government Services, LLC 1300 17th Street, North Suite 1600 Arlington, VA 22209 |
|
Managers: |
|
E. R. Mayberry |
|
David Weiss |
|
Officers: |
|
E. R. Mayberry |
Chief Executive Officer |
David Weiss |
President |
James C. McDonnell |
Treasurer |
Peter E. Meier |
Secretary |
Adam S. Chmara |
Assistant Secretary |
|
Pepco Holdings, Inc. 701 Ninth Street NW Washington, DC 20068 |
||
Directors: |
||
John M. Derrick, Jr. |
||
Edmund B. Cronin, Jr. |
||
Terence C. Golden |
||
George F. MacCormack |
||
Richard B. McGlynn |
||
Judith A. McHale |
||
Floretta D. McKenzie |
||
Lawrence C. Nussdorf |
||
Peter F. O'Malley |
||
Pauline A. Schneider |
||
Dennis R. Wraase |
||
A. Thomas Young |
||
Officers: |
||
John M. Derrick, Jr. |
Chairman |
|
Dennis R. Wraase |
President & CEO |
|
William T. Torgerson |
Vice Chairman and General Counsel |
|
Thomas S. Shaw |
Executive Vice President |
|
Andrew W. Williams |
Senior Vice President and CFO |
|
Ed R. Mayberry |
Senior Vice President |
|
John D. McCallum |
Senior Vice President |
|
Beverly L. Perry |
Senior Vice President |
|
Joseph M. Rigby |
Senior Vice President |
|
William J. Sim |
Senior Vice President |
|
William H. Spence |
Senior Vice President |
|
Denis M. Canty |
Vice President |
|
Kenneth P. Cohn |
Vice President and CIO |
|
Jill R. Downs |
Vice President |
|
Kirk J. Emge |
Vice President |
|
Anthony J. Kamerick |
Vice President & Treasurer |
|
James P. Lavin |
Vice President & Controller |
|
James S. Potts |
Vice President |
|
Ellen Sheriff Rogers |
Vice President, Secretary & Assistant Treasurer |
|
Barbara J. Williams |
Vice President |
|
Karen G. Almquist |
Assistant Treasurer & Assistant Secretary |
|
Donna J. Kinzel |
Assistant Treasurer |
|
Kathy A. White |
Assistant Controller |
|
Anton Zeithammel |
Assistant Controller |
|
|
Pepco Technologies LLC Suite 900 Washington, DC 20006 |
|
Manager: |
|
John D. McCallum |
|
Officer |
|
John D. McCallum |
Chief Executive Officer |
PepMarket.com, LLC Washington, DC 20068 |
|
Managers |
|
Dennis R. Wraase |
Chairman |
John M. Derrick, Jr. |
|
William T. Torgerson |
|
Andrew W. Williams |
|
Officers |
|
Dennis R. Wraase |
Chairman and Chief Executive Officer |
James J. Demarest |
President and Chief Operating Officer |
Joy J. Dorsey |
Deputy General Counsel and Corporate Secretary |
Richard Battista |
Controller |
PES Home Services of Virginia Suite 1600 Arlington, VA 22209 |
|
Directors: |
|
Ed R. Mayberry |
|
Peter E. Meier |
|
Officers: |
|
Peter E. Meier |
Secretary |
Adam Chmara |
Assistant Secretary |
|
PES Landfill Gas Corporation 1300 17th Street, North Suite 1600 Arlington, VA 22209 |
|
Directors: |
|
Ed R. Mayberry |
|
David Weiss |
|
PHI Operating Services Company P.O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
Thomas S. Shaw |
Chairman |
William H. Spence |
|
James P. Lavin |
|
Officers: |
|
Thomas S. Shaw |
Chief Executive Officer |
William H. Spence |
President |
James P. Lavin |
Vice President & Controller |
D. Bruce McClenathan |
Vice President |
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
Donna J. Kinzel |
Treasurer |
Jeffery E. Snyder |
Assistant Treasurer |
Ellen Sheriff Rogers |
Secretary |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
|
PHI Service Company P.O. Box 231 Wilmington, DE 19899 |
|
Directors: |
|
John M. Derrick, Jr. |
Chairman |
Thomas S. Shaw |
|
William T. Torgerson |
|
Andrew W. Williams |
|
Dennis R. Wraase |
|
Officers: |
|
John M. Derrick, Jr |
Chairman |
Dennis R. Wraase |
Chief Executive Officer |
Thomas S. Shaw |
President & COO |
William T. Torgerson |
Executive Vice President & General Counsel |
Andrew W. Williams |
Senior Vice President & CFO |
Beverly L. Perry |
Senior Vice President |
Joseph M. Rigby |
Senior Vice President |
William J. Sim |
Senior Vice President |
William H. Spence |
Senior Vice President |
Kenneth P. Cohn |
Vice President |
Jill R. Downs |
Vice President |
Kirk J. Emge |
Vice President |
William M. Gausman |
Vice President |
Ernest J. Jenkins |
Vice President |
Anthony J. Kamerick |
Vice President & Treasurer |
Albert F. Kirby |
Vice President |
James P. Lavin |
Vice President & Controller |
Michael W. Maxwell |
Vice President |
Kevin McGowan |
Vice President |
George W. Potts |
Vice President |
James S. Potts |
Vice President |
Ellen Sheriff Rogers |
Vice President & Secretary |
J. Mack Wathen |
Vice President |
Barbara J. Williams |
Vice President |
Donna J. Kinzel |
Assistant Treasurer |
Jeffery E. Snyder |
Assistant Treasurer |
Nina J. Clements |
Assistant Secretary |
Diana C. DeAngelis |
Assistant Secretary |
|
POM Holdings, Inc. Washington, DC 20068 |
|
Directors: |
|
John M. Derrick, Jr. |
|
Ed R. Mayberry |
|
John D. McCallum |
|
Andrew W. Williams |
|
Dennis R. Wraase |
|
Officers: |
|
Dennis R. Wraase |
Chairman of the Board & Chief Executive Officer |
Ed R. Mayberry |
President - Pepco Energy Services Group |
John D. McCallum |
President - PCI Group |
Joy J. Dorsey |
Deputy General Counsel and Corporate Secretary |
Richard Battista |
Controller |
Potomac Aircraft Leasing Corporation #115 Reno, NV 89502 |
|
Directors: |
|
John D. McCallum |
Chairman |
Laura Carlson |
|
Kevin McGowan |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
Laura Carlson |
Assistant Secretary |
|
Potomac Capital Investment Corporation Suite 900 Washington, DC 20006 |
|
Directors: |
|
John M. Derrick, Jr. |
Chairman |
John D. McCallum |
|
Thomas S. Shaw |
|
William T. Torgerson |
|
Andrew W. Williams |
|
Dennis R. Wraase |
|
Officers: |
|
John D. McCallum |
President and Chief Executive Officer |
Kevin McGowan |
Senior Vice President and Chief Financial Officer |
Leslie C. Zimberg |
Senior Vice President and General Counsel |
Richard Battista |
Controller |
Joy J. Dorsey |
Vice President, Deputy General Counsel and Secretary |
Kenneth M. Sobien |
Treasurer |
Potomac Capital Joint Leasing Corporation Suite 900 Washington, DC 20006 |
|
Directors: |
|
John D. McCallum |
Chairman |
Laura Carlson |
|
Kevin McGowan |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
Laura Carlson |
Assistant Secretary |
|
Potomac Capital Markets Corporation Washington, DC 20006 |
|
Directors: |
|
John D. McCallum |
Chairman |
Kevin McGowan |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
Potomac Delaware Leasing Corporation Suite 900 Washington, DC 20006 |
|
Directors: |
|
John D. McCallum |
Chairman |
Laura Carlson |
|
Joy J. Dorsey |
|
Kevin McGowan |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
Laura Carlson |
Assistant Secretary |
|
Potomac Electric Power Company Washington, DC 20068 |
|
Directors: |
|
John M. Derrick, Jr., Chairman |
|
Dennis R. Wraase |
|
William T. Torgerson |
|
Andrew W. Williams |
|
Thomas S. Shaw |
|
William J. Sim |
|
Officers: |
|
John M. Derrick, Jr. |
Chairman of the Board |
Dennis R. Wraase |
Chief Executive Officer |
William J. Sim |
President and Chief Operating Officer |
Andrew W. Williams |
Senior Vice President and Chief Financial Officer |
Roberta S. Brown |
Vice President |
William M. Gausman |
Vice President |
Anthony J. Kamerick |
Vice President and Treasurer |
James P. Lavin |
Vice President and Controller |
Michael W. Maxwell |
Vice President |
Michael J. Sullivan |
Vice President |
Stanley A. Wisniewski |
Vice President |
Kirk J. Emge |
General Counsel |
Ellen Sheriff Rogers |
Secretary and Assistant Treasurer |
Karen G. Almquist |
Assistant Treasurer and Assistant Secretary |
James J. Demarest, Jr. |
Assistant Treasurer and Assistant Secretary |
Donna J. Kinzel |
Assistant Treasurer |
|
Potomac Equipment Leasing Corporation #115 Reno, NV 89502 |
|
Directors: |
|
John D. McCallum |
Chairman |
Laura Carlson |
|
Kevin McGowan |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
Laura Carlson |
Assistant Secretary |
Potomac Harmans Corporation Suite 900 Washington, DC 20006 |
|
Directors: |
|
John D. McCallum |
Chairman |
Kevin McGowan |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
|
Potomac Nevada Corporation #115 Reno, NV 89502 |
|
Directors: |
|
John D. McCallum |
Chairman |
Laura Carlson |
|
Kevin McGowan |
|
Leslie C. Zimberg |
|
Officers |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
Laura Carlson |
Assistant Secretary |
Potomac Nevada Investment Inc. #115 Reno, NV 89502 |
|
Directors: |
|
John D. McCallum |
Chairman |
Kevin McGowan |
|
Laura Carlson |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
|
Potomac Nevada Leasing Corporation #115 Reno, NV 89502 |
|
Directors: |
|
John D. McCallum |
Chairman |
Kevin McGowan |
|
Laura Carlson |
|
Leslie C. Zimberg |
|
Officers: |
|
John D. McCallum |
President |
Kevin McGowan |
Vice President, Chief Financial Officer, Treasurer |
Leslie C. Zimberg |
Vice President, General Counsel and Secretary |
Richard Battista |
Controller |
Laura Carlson |
Assistant Secretary |
Potomac Power Resources, LLC Suite 1600 Arlington, VA 22209 |
|
Directors: |
|
Ed R. Mayberry |
|
Peter E. Meier |
|
Officers: |
|
Ed R. Mayberry |
President |
Peter E. Meier |
Secretary |
James C. McDonnell |
Treasurer |
|
Rolling Hills Landfill Gas, LLC Suite 1600 Arlington, VA 22209 |
|
Managers: |
|
Ed R. Mayberry |
|
Ed Borroni |
|
Charles R. Foster |
|
David Weiss |
|
Officers: |
|
David Weiss |
President |
Charles R. Foster |
Vice President |
James C. McDonnell |
Treasurer |
Adam S. Chmara |
Secretary |
Seaboard Mechanical Services, Inc. Suite 1600 Arlington, VA 22209 |
|
Directors: |
|
Ed R. Mayberry |
|
Robert Aylward |
|
Peter E. Meier |
|
Officers: |
|
Robert Aylward |
Chief Executive Officer |
Jason Sanker |
President |
Peter E. Meier |
Secretary |
Adam Chmara |
Assistant Secretary |
|
Severn Construction Services, LLC Suite 1600 Arlington, VA 22209 |
|
Manager: |
|
Robert Aylward |
Chairman |
Officers: |
|
Robert Aylward |
Chief Executive Officer |
T. Scott Agnor |
President |
Peter E. Meier |
Secretary |
Catherine Davidson |
Treasurer |
Adam Chmara |
Assistant Secretary |
Trigen-Pepco Energy Services, LLC Suite 1600 Arlington, VA 22209 |
|
Managers: |
|
Charles Abbott |
|
Steven G. Smith |
|
David Weiss |
|
Peter E. Meier |
|
Unitemp, Inc. Suite 1600 Arlington, VA 22209 |
|
Directors: |
|
Ed R. Mayberry |
|
Robert Aylward |
|
Peter E. Meier |
|
Officers: |
|
Robert Aylward |
Chief Executive Officer |
Phil Masters |
President and Chief Operating Officer |
Peter E. Meier |
Secretary |
Catherine Davidson |
Treasurer and Assistant Secretary |
|
Vineland General, Inc. P.O. Box 231 Wilmington, DE 19899 |
||
Directors: |
||
Thomas S. Shaw |
Chairman |
|
William H. Spence |
||
James P. Lavin |
||
Officers: |
||
Thomas S. Shaw |
Chairman and CEO |
|
William H. Spence |
President & COO |
|
James P. Lavin |
Vice President, Controller & CFO |
|
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
|
Donna J. Kinzel |
Treasurer |
|
Ellen Sheriff Rogers |
General Counsel & Secretary |
|
Jeffery E. Snyder |
Assistant Treasurer |
|
Nina J. Clements |
Assistant Secretary |
|
Diana C. DeAngelis |
Assistant Secretary |
|
Vineland Ltd., Inc. P.O. Box 231 Wilmington, DE 19899 |
||
Directors: |
||
Thomas S. Shaw |
Chairman |
|
Barbara S. Graham |
||
James P. Lavin |
||
Officers: |
||
Thomas S. Shaw |
Chairman and CEO |
|
William H. Spence |
President & COO |
|
Barbara S. Graham |
Senior Vice President |
|
James P. Lavin |
Vice President, Controller & CFO |
|
Arturo F. Agra |
Vice President, Assistant Treasurer & Assistant Secretary |
|
Donna J. Kinzel |
Treasurer |
|
Ellen Sheriff Rogers |
General Counsel & Secretary |
|
Jeffery E. Snyder |
Assistant Treasurer |
|
Nina J. Clements |
Assistant Secretary |
|
Diana C. DeAngelis |
Assistant Secretary |
|
|
W. A. Chester Corporation Suite 1600 Arlington, VA 22209 |
|
Director: |
|
Robert Aylward |
|
Officers: |
|
Robert Aylward |
Chief Executive Officer |
Robert L. Thompson, Jr. |
President |
Frankie L. Musick |
Secretary |
Catherine Davidson |
Treasurer |
W.A. Chester, L.L.C. Suite 1600 Arlington, VA 22209 |
|
Managers: |
|
Robert Aylward |
Chairman |
Officers: |
|
Robert Aylward |
Chief Executive Officer |
Robert L. Thompson, Jr. |
President |
Frankie L. Musick |
Corporate Secretary |
Catherine Davidson |
Treasurer |
|
ITEM 6. OFFICERS AND DIRECTORS (Continued) |
Part II . Financial connections of directors and executive officers as of December 31, 2003. |
Peter F. O'Malley is a director of Pepco Holdings, Inc. and Legg Mason, Inc. He is eligible to serve as a director of Pepco Holdings, Inc. pursuant to Rule 70(b)(4). |
Item 6, Part III (a). COMPENSATION OF DIRECTORS AND OFFICERS (Item 6, Part III (a) and Item 6, Part III (b) conform with presentations in Pepco Holding, Inc.'s definitive Proxy Statement for the 2004 Annual Meeting of Shareholders) |
EXECUTIVE COMPENSATION |
The following table sets forth compensation information for each of the last three fiscal years ended December 31, for the Chief Executive Officer and the four other most highly compensated executive officers of the Company determined on the basis of aggregate salary and bonus for the year ended December 31, 2003 (collectively, the "Named Executive Officers"). The information presented in the table on and after August 1, 2002 reflects compensation paid by the Company or its subsidiaries, and for periods prior to August 1, 2002 reflects compensation paid by Pepco, in the cases of Messrs. Derrick, Wraase, Torgerson and Williams, and by Conectiv or its subsidiaries, in the case of Mr. Shaw. |
SUMMARY COMPENSATION TABLE |
||||||||
Annual Compensation |
Long-Term Incentive Plan Awards |
|
||||||
|
|
|
|
Other |
|
|
|
|
John M. Derrick, Jr. |
2003 |
$805,000 |
$ 0 |
$ 37,180 |
$ 0 |
119,900 |
$ 0 |
$ 26,737 |
Dennis R. Wraase |
2003 |
558,333 |
0 |
8,124 |
299,997 |
0 |
0 |
29,488 |
Thomas S. Shaw |
2003 |
460,000 |
0 |
0 |
0 |
0 |
0 |
10,434 |
William T. Torgerson |
2003 |
396,000 |
0 |
6,821 |
0 |
0 |
0 |
23,310 |
Andrew W. Williams |
2003 |
320,000 |
0 |
0 |
0 |
0 |
0 |
14,858 |
|
(6) |
|
Bonus . For Mr. Shaw, the amount shown for 2001 does not include the portion of the bonus deferred and reported in the restricted stock column for that year, see footnote 8 below. |
(7) |
Other Annual Compensation . Amounts in this column for each year represent above-market earnings earned by the executive on deferred compensation under the Pepco Deferred Compensation Plan assuming retirement at age 65. The amounts are reduced if the executive terminates employment prior to age 62 for any reason other than death, total or permanent disability or a change in control of Pepco. In the event of a change in control and termination of the participant's employment, a lump sum payment will be made equal to the net present value of the expected payments at age 65 discounted using the Pension Benefit Guaranty Corporation immediate payment interest rate plus one-half of one percent. Payments to the executives are funded by Pepco-owned life insurance policies held in trust. Pepco has purchased such policies on participating individuals under a program designed so that if assumptions as to mortality experience, policy return and other factors are realized, the compensation deferred and the death benefits payable to Pepco under such insurance policies will cover all premium payments and benefit payments projected under this program, plus a factor for the use of Pepco funds. |
|
(8) |
Restricted Stock . The amount in this column for 2003 for Mr. Wraase represents the dollar value on the grant date of restricted shares of Common Stock awarded under the Company's Long-Term Incentive Plan. The restricted shares granted to Mr. Wraase in 2003 vest on June 1, 2006 if he is continuously employed by the Company through that date. Amounts in this column for 2002 represent the dollar value on the grant date of restricted shares of Common Stock awarded to each of Messrs. Derrick, Wraase, Shaw, Torgerson and Williams under the Merger Success Integration Program implemented under the Company's Long-Term Incentive Plan. The dollar value in each case is calculated by multiplying the number of restricted shares by the market price of the Common Stock on the grant date. Twenty percent of the restricted shares granted in 2002 vested on August 1, 2003, and the remaining vest as follows: 30% on August 1, 2004 and the remaining 50% on August 1, 2005 if the executive remains employed by the Company through those dates. Dividends are paid on the restricted shares. |
|
In addition, for Mr. Shaw, amounts in this column for 2002 represent the dollar value on the grant date of 65,000 restricted shares of Conectiv common stock granted to him under the Conectiv Long-Term Incentive Plan. The 65,000 shares were converted in connection with the merger into 83,333 shares of restricted Common Stock issued under the Company's Long-Term Incentive Plan. The converted shares vest over a three-year period if Mr. Shaw remains employed by the Company through those dates. Twenty-three percent of these shares vested on January 1, 2004. The remaining shares vest as follows: 23% on January 1, 2005, and the remaining 54% on January 1, 2006. Dividends are paid on the restricted shares. Under the Conectiv Executive Incentive Plan, Mr. Shaw was required to defer for at least three years receipt of 20% of his bonus in 2001 in the form of restricted stock units purchased under Conectiv's Management Stock Purchase Program at a 20% discount to the then-current market price of the Conectiv common stock. For Mr. Shaw, the amount shown for 2001 reflects the dollar value of these restricted stock units calculated by multiplying the number of restricted stock units purchased by the market price of the Conectiv common stock on the purchase date. These restricted stock units vested as of the date of the merger and were canceled in exchange for a cash payment in the amount of $200,000, which was calculated by multiplying the number of restricted stock units by the exchange value per share of the Conectiv common stock in the merger. |
||
The number and aggregate market value of all restricted shares of Common Stock held by the Named Executive Officers at December 31, 2003 were: 22,123 with a market value of $434,053 for Mr. Derrick, 23,169 shares with a market value of $454,576 for Mr. Wraase, 90,305 shares with a market value of $1,771,784 for Mr. Shaw, 5,731 shares with a market value of $112,442 for Mr. Torgerson and 4,913 shares with a market value of $96,393 for Mr. Williams. |
||
(9) |
Options. Amounts in this column for each of the former Pepco executives represent the stock options granted under the Pepco Long-Term Incentive Plan. At the time of the merger, these options were exchanged on a one-for-one basis for Company stock options granted under the Company's Long-Term Incentive Plan. In 2002, prior to the merger, Mr. Shaw was awarded 53,300 Conectiv stock options. At the time of the merger, these options were exchanged on a 1 for 1.28205 basis for 68,333 Company stock options granted under the Company's Long-Term Incentive Plan. |
|
60 |
In addition to the options granted in 2002, at the date of the merger, Mr. Shaw held options to purchase 316,700 shares of Conectiv common stock, including options awarded to Mr. Shaw in 2001 (68,800). These options vested as of the date of the merger and were canceled in exchange for a cash payment in the amount of $1,200,218 which is the aggregate difference between the exercise price of each option and the exchange value per share of the Conectiv common stock in the merger. |
||
(10) |
Incentive Plan Payouts. Amounts in this column for the executives represent the value of vested Common Stock under Pepco Holdings, Inc.'s Performance Restricted Stock Program, a component of the Company's Long-Term Incentive Plan. The amounts shown for 2002 consist of 33 1/3% of Common Stock award from the one-year performance cycle ended December 31, 1999 (the "One-Year 1999 Cycle"), 33 1/3% of the Common Stock award from the eight-month performance cycle ended December 31, 1999 (the "Eight-Month 1999 Cycle"), and 100% of the Common Stock award from the three-year cycle ended December 31, 2002 that vested on January 1, 2003. The amounts shown for 2001 consist of 33 1/3% of the Common Stock award from the One-Year 1999 Cycle, 33 1/3% of the Common Stock award from the Eight-Month 1999 Cycle and 100% of the Common Stock from the three-year cycle ended December 31, 2001 that vested on January 1, 2002. The value of the vested Common Stock was calculated by multiplying the number of vested shares by the market price of the Common Stock on the day preceding the vesting date. |
|
(11) |
All Other Compensation . Amounts in this column for 2003 consist of (i) Pepco's contributions to the Pepco Savings Plan for Exempt Employees of $9,250, $9,250, $9,331 and $5,002 for Messrs. Derrick, Wraase, Torgerson and Williams, respectively, and Conectiv's contribution to the Savings and Investment Plan of $3,726 for Mr. Shaw, (ii) Company contributions to the Executive Deferred Compensation Plan due to Internal Revenue Service limitations on maximum contributions to the Pepco Savings Plan for Exempt Employees and, in the case of Mr. Shaw, the Conectiv Savings and Investment Plan, of $5,132, $14,734, $2,296, $8,820 and $7,920 for Messrs. Derrick, Wraase, Shaw, Torgerson and Williams, respectively, and (iii) the term life insurance premiums paid by the Company for Messrs. Derrick, Wraase, Shaw, Torgerson and Williams of $12,355, $5,504, $4,412, $5,159 and $1,936, respectively. |
|
|
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES |
||||||||||||||||||||||||
|
|
Shares Acquired on Exercise (#) |
|
Value Realized ($) |
|
Number of Shares Underlying Unexercised Options at End of Fiscal Year |
|
Value of Unexercised In-the-Money Options at End of Fiscal Year(12) |
||||||||||||||||
Name |
|
|
|
Exercisable |
|
Unexercisable |
|
Exercisable |
|
Unexercisable |
||||||||||||||
John M. Derrick, Jr. |
|
0 |
|
0 |
|
288,235 |
|
179,850 |
|
0 |
|
0 |
||||||||||||
Dennis R. Wraase |
|
0 |
|
0 |
|
93,843 |
|
72,000 |
|
0 |
|
0 |
||||||||||||
Thomas S. Shaw |
|
0 |
|
0 |
|
0 |
|
68,333 |
|
0 |
|
$40,316 |
||||||||||||
William T. Torgerson |
|
0 |
|
0 |
|
69,093 |
|
51,750 |
|
0 |
|
0 |
||||||||||||
Andrew W. Williams |
|
0 |
|
0 |
|
44,159 |
|
40,075 |
|
0 |
|
0 |
(12) |
|
Value of Unexercised In-the-Money Options at End of Fiscal Year . The value of unexercised in-the-money options at December 31, 2003 is calculated by multiplying the number of shares by the amount by which the fair market value of the Common Stock on the last trading day of 2003, as reported by the NYSE, exceeds the option exercise price. For Messrs. Derrick, Wraase, Torgerson and Williams, the closing price of the Common Stock on the last trading day of 2003 was less than the option exercise prices, making the value of the unexercised in-the-money options zero. |
LONG-TERM INCENTIVE PLAN-AWARDS IN LAST FISCAL YEAR |
||||||||
Name |
|
Performance or Other Period Until Maturation or Payout |
|
Threshold |
|
Target |
|
Maximum |
John M. Derrick, Jr. |
|
2004-2006 2003-2005 |
|
0 |
|
26,400 |
|
52,800 |
Dennis R. Wraase |
|
2004-2006 2003-2005 |
|
0 |
|
39,300 4,327 |
|
78,600 8,654 |
Thomas S. Shaw |
|
2004-2006 2003-2005 |
|
0 |
|
21,400 |
|
42,800 |
William T. Torgerson |
|
2004-2006 2003-2005 |
|
0 |
|
19,700 2,971 |
39,400 |
|
Andrew W. Williams |
|
2004-2006 2003-2005 |
|
0 |
|
12,200 2,547 |
|
24,400 5,094 |
The preceding table sets forth the performance award opportunities granted to the Named Executive Officers in 2003 in accordance with the Performance Restricted Stock Program and the Merger Integration Success Program established under the Company's Long-Term Incentive Plan. The awards consist of new awards made in 2003 and an extension of the performance period for certain awards made in 2002. The new 2003 awards relate to performance over a three-year period beginning in 2004 and ending in 2006. Depending on the extent to which the performance criteria are satisfied, the executive will earn some or all of the maximum award of shares of Common Stock. The performance measure is the Company's total shareholder return compared to other companies in a peer group comprised of 20 gas and electric distribution companies. A participant is eligible to earn a number of shares of Common Stock ranging from 0% to 200% of the target performance award to the extent that the performance objectives are achieved. The performance objectives are fixed at the time the awards are made. However, if, during the |
|
course of a performance period, a significant event occurs, as determined in the sole discretion of the Compensation/Human Resources Committee, which the Committee expects to have a substantial effect on total shareholder performance during the period, the Committee may revise such measures. |
In 2002, the Company granted performance award opportunities under which the recipient would have been entitled to earn some or all of the maximum award of shares of Common Stock based on Company performance and the extent to which operating efficiencies and expense reduction goals were attained through December 31, 2003, including maximum awards to Messrs. Derrick, Wraase, Shaw, Torgerson and Williams of 20,741, 7,826, 6,537, 5,374 and 4,606 shares, respectively. Although the goals were met in 2003, the Committee determined that the shares would not vest until 2005, and then only if the cost reduction goals were maintained and the Company's financial performance is satisfactory. The increase in the maximum number of shares that each of the named executive officers is eligible to earn reflects a reallocation of shares forfeited by other executives who did not meet performance objectives as well as a number of shares reflecting accrued dividends for the period August 1, 2002 through December 31, 2003. |
In all cases, the shares of Common Stock earned by a participant will vest immediately on the date that the performance award is earned. |
PEPCO PENSION PLAN TABLE |
Average Annual Salary in Final Three Years of Employment |
|
Annual Retirement Benefits |
||||||||||||||||
|
Years in Plan |
|||||||||||||||||
|
15 |
|
20 |
|
25 |
|
30 |
|
35 |
|
40 |
|||||||
$250,000 |
|
$ |
66,000 |
|
$ |
88,000 |
|
$ |
109,000 |
|
$ |
131,000 |
|
$ |
153,000 |
|
$ |
175,000 |
$350,000 |
|
$ |
92,000 |
|
$ |
123,000 |
|
$ |
153,000 |
|
$ |
184,000 |
|
$ |
214,000 |
|
$ |
245,000 |
$450,000 |
|
$ |
118,000 |
|
$ |
158,000 |
|
$ |
197,000 |
|
$ |
236,000 |
|
$ |
276,000 |
|
$ |
315,000 |
$550,000 |
|
$ |
144,000 |
|
$ |
193,000 |
|
$ |
241,000 |
|
$ |
289,000 |
|
$ |
337,000 |
|
$ |
385,000 |
$650,000 |
|
$ |
171,000 |
|
$ |
228,000 |
|
$ |
284,000 |
|
$ |
341,000 |
|
$ |
398,000 |
|
$ |
455,000 |
$750,000 |
|
$ |
197,000 |
|
$ |
263,000 |
|
$ |
328,000 |
|
$ |
394,000 |
|
$ |
459,000 |
|
$ |
525,000 |
$850,000 |
|
$ |
223,000 |
|
$ |
298,000 |
|
$ |
372,000 |
|
$ |
446,000 |
|
$ |
521,000 |
|
$ |
595,000 |
$950,000 |
|
$ |
249,000 |
|
$ |
333,000 |
|
$ |
416,000 |
|
$ |
499,000 |
|
$ |
582,000 |
|
$ |
665,000 |
$1,050,000 |
|
$ |
276,000 |
|
$ |
368,000 |
|
$ |
459,000 |
|
$ |
551,000 |
|
$ |
643,000 |
|
$ |
735,000 |
$1,150,000 |
|
$ |
302,000 |
|
$ |
403,000 |
|
$ |
503,000 |
|
$ |
604,000 |
|
$ |
740,000 |
|
$ |
805,000 |
$1,250,000 |
$ |
328,000 |
$ |
438,000 |
$ |
547,000 |
$ |
656,000 |
$ |
766,000 |
$ |
875,000 |
The Pepco Holdings Retirement Plan consists of the Pepco General Retirement Plan and the Conectiv Retirement Plan. |
The Pepco General Retirement Plan provides participating employees with at least five years of service with retirement benefits based on the participant's average salary (the term "salary" being equal to the amounts contained in the Salary column of the Summary Compensation Table) for the final three years of employment and the number of years of credited service under the Plan at the time of retirement. Normal retirement under this Plan is age 65. Plan benefits are subject to an offset for any Social Security benefits. Benefits under the Plan may be reduced under provisions of the Internal Revenue Code and by salary deferrals under Pepco's deferred compensation plans (other than the participant's pre-tax contributions made under the Savings Plan). If an executive's retirement benefits under the Plan are reduced by any such limitations, Pepco will pay a supplemental retirement benefit to the eligible executive that is designed to maintain total retirement benefits at the formula level of the Plan. In addition, for |
______________________________________________________________________ |
executives who retire at age 59 or older, their retirement benefit will be calculated by adding the average of the highest three annual incentive awards in the last five consecutive years to their average salary over the final three years of their employment. The annual incentive amounts are equal to the amounts shown in the Bonus column of the Summary Compensation Table. The current age, years of credited service and compensation used to determine retirement benefits (including supplemental benefits) for the officers named in the Summary Compensation Table who are participants in the Plan are as follows: Mr. Derrick, age 64, 40 years of credited service and $1,041,832; Mr. Wraase, age 60, 34 years of credited service and $667,573; Mr. Torgerson, age 59, 34 years of credited service and $495,982; and Mr. Williams, age 54, 29 years of credited service and $395,761. Annual benefits at age 65 (including the effect of the Social Security offset) are illustrated in the table above. |
Mr. Shaw participates in the Conectiv Retirement Plan and the Conectiv Supplemental Executive Retirement Plan. The Conectiv Retirement Plan is a cash balance pension plan, but also includes certain "grandfathered" rights under the Delmarva Retirement Plan that apply to employees, including Mr. Shaw, who had attained either 20 years of service or age 50 on or before January 1, 1999. The Conectiv Supplemental Executive Retirement Plan provides supplemental retirement benefits to which the participating executives would be entitled in the absence of federal tax law limitations on the benefits payable under the Conectiv Retirement Plan. |
Under the Conectiv Retirement Plan, a record-keeping account in a participant's name is credited with an amount equal to a percentage of the participant's total pay, including base pay, overtime and bonuses, depending on the participant's age at the end of the plan year. For Mr. Shaw, the percentage currently is 10%. These accounts also receive interest credits equal to prevailing U.S. Treasury Bill rates during the year. In addition, some of the annuity benefits earned by participants under the former Delmarva Retirement Plan are fully protected as of December 31, 1998, and were converted to an equivalent cash amount and included in each participant's initial cash balance account. Benefits generally become vested after five years of service. When a participant terminates employment, the amount credited to his or her account is converted into an annuity or paid in a lump sum. There is no Social Security offset under the Conectiv Retirement Plan. The estimated retirement benefits, including supplemental retirement benefits, payable to Mr. Shaw under the Conectiv Retirement Plan, calculated based on the cash balance formula and including the Delmarva Retirement Plan credit, if he were to retire at normal retirement age of 65, expressed in the form of a lump sum payment, would be $6,865,000. |
Under the Conectiv Retirement Plan's grandfathering provisions, employees who participated in the Delmarva Retirement Plan and who met age and service requirements as of January 1, 1999, are assured a minimum retirement benefit calculated for all years of service up to the earlier of December 31, 2008 or retirement according to their original benefit formula under the applicable plan. There is no Social Security offset under the Delmarva Retirement Plan. This benefit will be compared to the cash balance account and the employee will receive whichever is greater. The benefit is payable in the form of various annuity options or a lump sum. On December 31, 2008, the participant's grandfathered benefit under the Delmarva Retirement Plan will be frozen, and all future benefit accruals will be under the cash balance formula of the Conectiv Retirement Plan. |
______________________________________________________________________ |
Mr. Shaw was a participant in the Delmarva Retirement Plan. His annual benefits under the Plan at age 65, as supplemented by the Conectiv Supplemental Executive Retirement Plan, are illustrated in the table below. Mr. Shaw's current years of credited service and earnings used to determine retirement benefits are as follows: 32 years of credited service and $696,583. Earnings consist of base salary and bonus as shown in Salary and Bonus columns of the Summary Compensation Table. |
DELMARVA PENSION PLAN TABLE |
||||||||||||||||||
Average Annual Earnings for the |
|
Annual Retirement Benefits |
||||||||||||||||
|
Years in Plan |
|||||||||||||||||
|
15 |
|
20 |
|
25 |
|
30 |
|
35 |
|
40 |
|||||||
$300,000 |
|
$ |
72,000 |
|
$ |
96,000 |
|
$ |
120,000 |
|
$ |
144,000 |
|
$ |
168,000 |
|
$ |
192,000 |
$400,000 |
|
$ |
96,000 |
|
$ |
128,000 |
|
$ |
160,000 |
|
$ |
192,000 |
|
$ |
224,000 |
|
$ |
256,000 |
$500,000 |
|
$ |
120,000 |
|
$ |
160,000 |
|
$ |
200,000 |
|
$ |
240,000 |
|
$ |
280,000 |
|
$ |
320,000 |
$600,000 |
|
$ |
144,000 |
|
$ |
192,000 |
|
$ |
240,000 |
|
$ |
288,000 |
|
$ |
336,000 |
|
$ |
384,000 |
$700,000 |
|
$ |
168,000 |
|
$ |
224,000 |
|
$ |
280,000 |
|
$ |
336,000 |
|
$ |
392,000 |
|
$ |
448,000 |
$800,000 |
|
$ |
192,000 |
|
$ |
256,000 |
|
$ |
320,000 |
|
$ |
384,000 |
|
$ |
448,000 |
|
$ |
512,000 |
$900,000 |
|
$ |
216,000 |
|
$ |
288,000 |
|
$ |
360,000 |
|
$ |
432,000 |
|
$ |
504,000 |
|
$ |
576,000 |
EMPLOYMENT AGREEMENTS |
Messrs. Derrick, Wraase, Shaw, Torgerson and Williams each have employment agreements with the Company. Mr. Derrick's agreement was amended, effective October 1, 2003, to reflect his intent to retire from the Company prior to April 1, 2005. As amended, Mr. Derrick's agreement provides for his employment through no later than June 1, 2004. Mr. Wraase's and Mr. Torgerson's agreements each provide for employment through August 1, 2007, and automatically extend until April 1, 2009 for Mr. Wraase and June 1, 2009 for Mr. Torgerson, unless either the Company or the executive gives notice that it shall not be extended. Mr. Shaw's agreement provides for his employment through August 1, 2007. Mr. Williams' agreement provides for his employment through August 1, 2005, and automatically extends for successive periods of three years thereafter, unless either the Company or Mr. Williams gives notice that it shall not be so extended. Each of the employment agreements provides that the executive (i) will receive an annual salary in an amount not less than his base salary in effect as of August 1, 2002, and incentive compensation as determined by the Board of Directors and (ii) will be entitled to participate in retirement plans, fringe benefit plans, supplemental benefit plans and other plans and programs, on the same basis as other senior executives of the Company. |
Under each of the employment agreements, the executive is entitled to certain benefits if his employment is terminated prior to the expiration of the initial term of the agreement (or, if applicable, as extended) either (i) by the Company other than for cause, death or disability or (ii) by the executive if his base salary is reduced, he is not in good faith considered for incentive awards, the Company fails to provide him with retirement benefits and other benefits provided to similarly situated executives, he is required to relocate by more than 50 miles from Washington, D.C. (or, in the case of Mr. Shaw, he is required to relocate by more than 50 miles from Wilmington, Delaware, except that he may be required to locate to the Washington, D.C. area), or he is demoted from a senior management position. These benefits include: (i) a lump sum payment in cash equal to three times (a) the sum of the executive's highest annual base salary |
|
rate in effect during the three-year period preceding termination and (b) the higher of (1) the annual target bonus for the year in which the termination of employment occurs or (2) the highest annual bonus received by the executive in any of the three preceding calendar years and (ii) the executive's annual bonus for the year preceding termination of employment, if not yet paid, and a pro rata portion of the executive's annual bonus for the year in which the executive's employment terminates. In addition, any outstanding shares of restricted stock will become immediately vested, and the executive will be entitled to receive unpaid salary through the date of termination and certain supplemental retirement benefits under existing plans of the Company. Each of the agreements also provides that the executive is entitled to receive a gross-up payment equal to the amount of any federal excise taxes imposed upon compensation payable upon termination of employment and the additional taxes that result from such payment. In addition, Mr. Shaw, in accordance with his employment agreement, on August 1, 2003 was, and on August 1, 2004 and 2005, Mr. Shaw will be, credited with one additional year of service and be deemed one year older than his actual age for purposes of determining his benefits under the Conectiv Supplemental Executive Retirement Plan. |
Under his employment agreement, Mr. Derrick also is entitled to receive, after he ceases to be employed by the Company (other than due to a termination of his employment by the Company for cause), the following benefits: (1)(A) a monthly supplemental retirement benefit equal to 1/12 of 65% of the sum of (y) his annual base salary at the time of termination and (z) the highest annual bonus received by him during the three calendar years preceding the calendar year in which the termination occurs (B) less the monthly benefits he is entitled to under all defined benefit retirement and supplemental retirement plans of the Company and its subsidiaries (upon Mr. Derrick's death, his surviving spouse would receive 75% of the amount determined under (A) above less monthly retirement benefits the surviving spouse receives under all such retirement plans), (2) financial services for tax preparation and planning until age 70, at the same level as is received by the Company's then chief executive officer, (3) until age 70, office space in Washington, D.C. at an annual rent not to exceed $100,000, secretarial services, and a parking space at the Company's headquarters building and (4) for two years after termination of employment, the Company will reimburse Mr. Derrick for the expenses associated with participation in the civic and trade organizations in which he is a participant at the time his employment terminates. |
|
Item 6, Part III (b) . Security Ownership Of Certain Beneficial Owners And Management. |
The following table sets forth, as of March 15, 2004, for each director, director nominee, the five executive officers named in the Summary Compensation Table on page 15 and all directors and executive officers as a group (i) the number of shares of Common Stock beneficially owned, (ii) the number of shares of Common Stock that could be purchased through the exercise of stock options then-currently exercisable or scheduled to become exercisable within 60 days thereafter, and (iii) the total beneficial ownership. The Common Stock is the Company's only class of equity securities. Each of the individuals listed, and all directors and executive officers as a group, beneficially owned less than 1% of the outstanding shares of Common Stock. The following table also sets forth, as of March 15, 2004, the number and percentage of shares of Common Stock reported as beneficially owned by all persons known by the Company to own beneficially 5% or more of the Common Stock. |
Name of Beneficial Owner |
|
Shares of |
Common Stock |
Total |
||
Edmund B. Cronin, Jr. |
1,296 |
4,250 |
5,546 |
|||
John M. Derrick, Jr. (3) |
90,735 |
378,160 |
468,895 |
|||
Jack B. Dunn, IV |
10,000 |
0 |
10,000 |
|||
Terence C. Golden (4) |
33,442 |
3,250 |
36,692 |
|||
George F. MacCormack |
1,282 |
0 |
1,282 |
|||
Richard B. McGlynn |
5,751 |
0 |
5,751 |
|||
Judith A. McHale |
8,953 |
3,250 |
12,203 |
|||
Floretta D. McKenzie |
4,970 |
4,250 |
9,220 |
|||
Lawrence C. Nussdorf |
1,000 |
1,250 |
2,250 |
|||
Peter F. O'Malley |
1,828 |
4,250 |
6,078 |
|||
Frank K. Ross |
1,000 |
0 |
1,000 |
|||
Pauline A. Schneider |
3,149 |
1,250 |
4,399 |
|||
Thomas S. Shaw |
84,781 |
34,167 |
118,948 |
|||
William T. Torgerson |
27,898 |
93,843 |
121,741 |
|||
Andrew W. Williams |
33,123 |
61,734 |
94,857 |
|||
Dennis R. Wraase |
60,545 |
129,843 |
190,388 |
|||
A. Thomas Young |
1,000 |
4,250 |
5,250 |
|||
All Directors and Executive Officers as a Group |
|
|
|
|
Name and Address of Beneficial Owner |
|
Shares of Common Stock |
Percent of |
|
|
|
|
Franklin Resources, Inc. |
|
16,026,779 |
|
9.4% |
|
|
(1) |
|
Includes shares held under the Company's Dividend Reinvestment Plan and Employee Savings Plans. Also includes shares awarded under the Company's Long-Term Incentive Plan that vest over time if the executive officer has the right to vote the shares. Unless otherwise noted, each beneficial holder has sole voting power. |
(2) |
|
Consists of the sum of the two preceding columns. |
(3) |
Includes 42,515 shares owned by Mr. Derrick's spouse. Mr. Derrick disclaims beneficial ownership of these shares. Also includes 6,269 shares held in a trust of which Mr. Derrick is trustee for the benefit of an adult child and 888 shares held in a trust of which Mr. Derrick is trustee for the benefit of a minor grandchild. |
|
67 |
(4) |
Includes 11,600 shares owned by Mr. Golden's spouse. Mr. Golden disclaims beneficial ownership of these shares. |
|
(5) |
|
According to a Schedule 13G/A, dated February 6, 2004, and filed with the Securities and Exchange Commission on February 9, 2004, jointly by Franklin Resources, Inc. and Charles B. Johnson and Rupert H. Johnson, Jr., each a principal shareholder of Franklin Resources, Inc., the Common Stock is beneficially owned by one or more open or closed-end investment companies or other managed accounts that are advised by direct and indirect advisory subsidiaries of Franklin Resources, Inc. Sole power to vote or to direct the voting of the Common Stock and to dispose or to direct the disposition of the Common Stock is reported as follows: Templeton Global Advisors Limited: 8,179,962 shares ; Franklin Advisers, Inc.: 7,802,200 shares ; Templeton/Franklin Investment Services, Inc.: 38,586 shares ; and Fiduciary Trust Company International: 4,831 shares. |
Section 16(a). Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 requires the directors and executive officers of a public company and any beneficial owners of more than 10% of any class of the Company's securities to file with the Securities and Exchange Commission reports of holdings in the Company's equity securities. The rules of the SEC require the Company to disclose any late filing of these reports and any known failure to file these reports. Due to a clerical error, an August 1, 2002 award of restricted stock inadvertently was not timely reported by the executive officers listed below. The error was corrected immediately upon discovery. Accordingly, on February 21, 2003 (four business days after the filing deadline), each of the following individuals filed a late Form 5: John M. Derrick, Jr.; Ed R. Mayberry; John D. McCallum; Beverly L. Perry; William J. Sim; William T. Torgerson; Andrew W. Williams; and Dennis R. Wrasse, and each of the following individuals filed an amended Form 5: James P. Lavin; Joseph M. Rigby; Thomas S. Shaw; and William H. Spence, to disclose the award. To the Company's knowledge, there are no 10% beneficial owners of Common Stock. |
Item 6, Part III(c). Contracts and transactions .Pauline Schneider, a director of Pepco Holdings, Inc., is a partner in the law firm of Hunton & Williams. Hunton & Williams rendered legal services to subsidiaries of Pepco Holdings, Inc. in 2003 and is expected to render services to subsidiaries of Pepco Holdings, Inc. in 2004. |
Item 6, Part III(d). Indebtedness .None. |
Item 6, Part III(e). Participation in bonus and profit sharing arrangement .See Item 6, Part III (a) above. |
Item 6, Part III(f). Directors and officers rights to indemnity .Provisions for indemnification of directors and executive officers are included in the Certificate of Incorporation or By-Laws in accordance with applicable laws. |
Insurance is purchased for Pepco Holdings, Inc.'s directors and executive officers, plus the directors and officers of the subsidiary companies. This insurance also indemnifies Pepco Holdings, Inc. and its subsidiary companies against any amounts paid by them as allowed by corporate law or By-Laws of Pepco Holdings, Inc. to covered directors and executive officers. |
_______________________________________________________________________ |
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS |
|
Part I . |
Expenditures for any political party, candidate for public office or holder of such office, or any committee or agent therefore. |
Part II . |
Expenditures for any citizens group or public relations counsel. |
Please note that PHI and its subsidiaries have outside lobbying firms who are registered and reporting under the Lobbying Disclosure Act of 1995 and their compensation is disclosed in those reports. |
Name of |
|
|
Accounts |
|
PHI |
Stanton Communications |
General public relations |
Admin. & Gen. |
7,000 |
Potomac |
Stanton Communications |
General public relations |
Admin. & Gen. |
29,000 |
Conectiv |
Stanton Communications |
General public relations |
Admin. & Gen. |
47,000 |
Pepco Energy |
Potomac Communications |
General public relations |
Admin. & Gen. |
102,000 |
Potomac |
This amount reflects |
Citizen Groups |
Donations |
141,030 |
Potomac |
Anacostia Watershed Society |
Citizen Group |
Donations |
13,000 |
Potomac |
Avondale Citizens |
Citizen Groups |
Donations |
10,000 |
Potomac |
Friends of the Potomac |
Citizen Group |
Donations |
10,000 |
Potomac |
Greater DC Cares |
Citizen Groups |
Donations |
12,000 |
Potomac |
Greater Washington Urban |
Citizen Group |
Donations |
50,000 |
Potomac |
Maryland Business |
Citizen Groups |
Donation |
25,000 |
_____________________________________________________________________________ |
Potomac |
National Conference for |
Citizen Group |
Donations |
10,000 |
Potomac |
National Organization on |
Citizen Groups |
Donations |
15,000 |
Potomac |
The Potomac Conservancy |
Citizen Group |
Donations |
11,000 |
Potomac |
Recreation Wish List |
Citizen Groups |
Donations |
10,000 |
Potomac |
Utility Business Education |
Citizen Group |
Donations |
15,000 |
Potomac |
Greater Washington Board of |
Citizen Group |
Donations |
81,000 |
Conectiv |
This amount reflects |
Citizen groups |
Donations |
36,590 |
Conectiv |
Delaware Public Policy |
Citizen Groups |
Donations |
25,000 |
Conectiv |
Communities in Schools of |
Citizen Group |
Donations |
15,000 |
Conectiv |
Delmarva Shorebirds |
Citizen Groups |
Donations |
11,000 |
Conectiv |
The Metropolitan |
Citizen Group |
Donations |
10,000 |
Conectiv |
Nature Conservancy |
Citizen Group |
Donations |
25,000 |
|
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS |
Part I. Intercompany Contracts. |
|
|
|
2003 |
Sublease of water rights |
Delmarva Power & Light |
Conectiv Delmarva |
* |
Meter reading services |
Millennium Account |
Atlantic City Electric |
* |
Building lease |
Atlantic Southern |
Atlantic City Electric |
* |
Building lease |
Conectiv Properties and |
Delmarva Power & Light |
* |
Building lease |
Conectiv Atlantic |
Atlantic City Electric |
* |
Building lease |
Thermal Energy Limited |
Atlantic City Electric |
* |
Building lease |
Delmarva Power & Light |
PHI Service Company |
* |
Building lease |
Delmarva Power & Light |
PHI Service Company |
* |
Building lease |
Delmarva Power & Light |
PHI Service Company |
* |
Construction and |
W.A. Chester LLC |
Potomac Electric Power |
* |
Construction and |
Severn Cable, LLC |
Potomac Electric Power |
* |
Construction and |
Starpower |
Potomac Electric Power |
* |
Note: The above schedule does not include certain transactions for construction and maintenance services where the aggregate compensation is less than $100,000. |
|||
* Confidential treatment requested pursuant to Rule 104(b). |
|||
_____________________________________________________________________________ |
Part II . |
System contracts to purchase goods or services from any affiliate (other than a System company) or a company in which any director or executive officer is a partner or owns 5% or more of any class of equity securities. |
None. |
|
Part III . |
System contracts with others on a continuing basis for management, supervisory, or financial advisory review. |
None. |
|
|
ITEM 9. |
WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES |
Part I (a). Location of and interest in Exempt Wholesale Generators (EWGs) and Foreign Utility Companies (FUCOs). |
|
Pepco Holdings, Inc. holds a 100% indirect interest in Potomac Power Resources, LLC, which is an EWG. Potomac Power Resources, LLC owns two generation plants located in Washington, DC. Potomac Power Resources, LLC is located at 1300 17th Street North, Arlington, Virginia. |
|
Pepco Holdings, Inc. holds a 100% indirect interest in PCI Netherlands Corporation, which is a FUCO. PCI Netherlands Corporation holds investments in leveraged leases of utility property located in Netherlands and Austria. PCI Netherlands Corporation is located at 1575 Delucci Lane, #115, Reno, Nevada. |
|
Pepco Holdings, Inc. holds a 100% indirect interest in PCI Queensland Corporation, which is an EWG. PCI Queensland Corporation holds investments in leveraged leases of generation facilities located in Australia. PCI Queensland Corporation is located at 1575 Delucci Lane, #115, Reno, Nevada. |
|
Pepco Holdings, Inc. holds a 100% indirect interest in PCI Holdings, Inc., which is a FUCO. PCI Holdings, Inc. holds investments in leveraged leases of utility property located in Netherlands. PCI Holdings, Inc. is located at 1801 K Street, NW, Suite 900, Washington, DC. |
|
Pepco Holdings, Inc. holds a 100% indirect interest in Potomac Nevada Investment Inc., which is a FUCO. Potomac Nevada Investment Inc. holds investments in leveraged leases of utility property located in Austria. Potomac Nevada Investment Inc. is located at 1585 Delucci Lane, #115, Reno, Nevada. |
|
Pepco Holdings, Inc. holds a 100% indirect interest in Conectiv Pennsylvania Generation, LLC, which is an EWG. Conectiv Pennsylvania Generation, LLC holds an inventory of combustion turbine equipment. Conectiv Pennsylvania Generation, LLC is located at 800 King Street, Wilmington, Delaware. |
|
Pepco Holdings, Inc. holds a 100% indirect interest in Conectiv Bethlehem, LLC, which is an EWG. Conectiv Bethlehem, LLC owns and operates two combined cycle generating facilities located in Bethlehem, Pennsylvania. Conectiv Bethlehem, LLC is located at 800 King Street, Wilmington, Delaware. |
|
Pepco Holdings, Inc. holds a 100% indirect interest in Conectiv Delmarva Generation, Inc.,which is an EWG. Conectiv Delmarva Generation, Inc. owns and operates generating facilities located in Delaware, Maryland and Virginia. Conectiv Bethlehem, LLC is located at 800 King Street, Wilmington, Delaware. |
|
Pepco Holdings, Inc. holds a 100% indirect interest in Conectiv Atlantic Generation, L.L.C., which is an EWG. Conectiv Atlantic Generation, L.L.C. owns and operates generating facilities located in southern New Jersey. Conectiv Delmarva Generation, Inc. is located at 800 King Street, Wilmington, Delaware. |
|
_____________________________________________________________________________ |
Pepco Holdings, Inc. holds a 100% indirect interest in Conectiv Mid Merit, LLC, which is an EWG. Conectiv Mid Merit, LLC executes power generation siting investigations and holds rights to purchase certain properties. Conectiv Atlantic Generation, LLC is located at 800 King Street, Wilmington, Delaware. |
Conectiv Mid Merit, LLC holds a 50% interest in Energy Systems North East, LLC. Energy Systems North East, LLC is an EWG located in North East, Pennsylvania. |
Part I (b). Type and amount of capital invested in EWGs and FUCOs. |
|
Recourse Debt |
Non-Recourse |
Total Debt |
Equity |
Debt/Equity |
Potomac Power Resources, |
* |
* |
* |
* |
* |
PCI Netherlands Corporation |
* |
* |
* |
* |
* |
PCI Queensland Corporation |
* |
* |
* |
* |
* |
PCI Holdings, Inc. |
* |
* |
* |
* |
* |
Potomac Nevada Investment |
* |
* |
* |
* |
* |
Conectiv Pennsylvania |
* |
* |
* |
* |
* |
Conectiv Bethlehem, LLC |
* |
* |
* |
* |
* |
Conectiv Delmarva |
* |
* |
* |
* |
* |
Conectiv Atlantic |
* |
* |
* |
* |
* |
Conectiv Mid Merit, LLC |
* |
* |
* |
* |
* |
Energy Systems North East, |
* |
* |
* |
* |
* |
NM= Not Meaningful |
Part I (c). Debt to equity ratio and earnings of EWGs and FUCOs. |
See Part 1 (b) above for debt to equity ratios. |
The earnings of EWGs and FUCOs are listed below: |
|
2003 Earnings |
Potomac Power Resources, LLC |
* |
PCI Netherlands Corporation |
* |
PCI Queensland Corporation |
* |
PCI Holdings, Inc. |
* |
Potomac Nevada Investment Inc. |
* |
Conectiv Pennsylvania Generation, LLC |
* |
Conectiv Bethlehem, LLC |
* |
Conectiv Delmarva Generation, Inc. |
* |
Conectiv Atlantic Generation, L.L.C. |
* |
Conectiv Mid Merit, LLC |
* |
Energy Systems North East, LLC |
* |
74 |
Part 1 (d). Service, sales or construction contracts. |
|||
|
|
|
2003 |
Operating and maintenance services |
PHI Operating Services |
Conectiv Bethlehem, LLC |
* |
Part II. Organizational Chart.See Exhibit H and Item 1. Part III. Aggregate Investment in EWGs and FUCOs. |
|||
As of December 31, 2003, Pepco Holdings Inc.'s investment in EWGs and FUCOs amounted to $2,934.6 million. Pepco Holdings Inc.'s aggregate investment in its public utility companies was $5,474.4 million as of December 31, 2003. The ratio of aggregate investment in EWGs and FUCOs to investment in public utility companies was 53.61%. |
|||
|
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS |
|
Page Ref |
|
CONSOLIDATING FINANCIAL STATEMENTS |
|
Pepco Holdings, Inc. and Subsidiaries |
F-1A |
Potomac Electric Power Company and Subsidiaries |
F-1B |
Pepco Energy Services, Inc. and Subsidiaries |
F-1C |
Pepco Building Services, Inc. and Subsidiaries |
F-1D |
Potomac Capital Investment Corporation and Subsidiaries |
F-1E |
Friendly Skies, Inc. and Subsidiaries |
F-1F |
AMP Funding, LLC and Subsidiaries |
F-1G |
Potomac Nevada Corporation and Subsidiaries |
F-1H |
Potomac Delaware Leasing Corporation and Subsidiaries |
F-1I |
Potomac Capital Joint Leasing Corporation and Subsidiaries |
F-1J |
Pepco Enterprises and Subsidiaries (through July 31, 2003) |
F-1K |
Pepco Communications, Inc. and Subsidiaries |
F-1L |
Conectiv and Subsidiaries |
F-1M |
Delmarva Power & Light Company and Subsidiaries |
F-1N |
Atlantic City Electric Company and Subsidiaries |
F-1O |
Conectiv Properties and Investments, Inc. and Subsidiaries |
F-1P |
Conectiv Energy Holding Company and Subsidiaries |
F-1Q |
Conectiv Energy Supply, Inc. and Subsidiaries |
F-1R |
Conectiv Delmarva Generation, Inc. and Subsidiaries |
F-1S |
ACE REIT, Inc. and Subsidiaries |
F-1T |
Conectiv Solutions LLC and Subsidiaries |
F-1U |
Conectiv Services, Inc and Subsidiaries |
F-1V |
Conectiv Thermal Systems, Inc. and Subsidiaries |
F-1W |
Atlantic Generation, Inc. and Subsidiaries |
F-1X |
Consolidating Balance Sheet as of December 31, 2003 |
|
Pepco Holdings, Inc. and Subsidiaries |
F-2A |
Potomac Electric Power Company and Subsidiaries |
F-2B |
Pepco Energy Services, Inc. and Subsidiaries |
F-2C |
Pepco Building Services, Inc. and Subsidiaries |
F-2D |
Potomac Capital Investment Corporation and Subsidiaries |
F-2E |
Friendly Skies, Inc. and Subsidiaries |
F-2F |
AMP Funding, LLC and Subsidiaries |
F-2G |
Potomac Nevada Corporation and Subsidiaries |
F-2H |
Potomac Delaware Leasing Corporation and Subsidiaries |
F-2I |
Potomac Capital Joint Leasing Corporation and Subsidiaries |
F-2J |
Pepco Enterprises and Subsidiaries (through July 31, 2003) |
F-2K |
Pepco Communications, Inc. and Subsidiaries |
F-2L |
_____________________________________________________________________________ |
Conectiv and Subsidiaries |
F-2M |
Delmarva Power & Light Company and Subsidiaries |
F-2N |
Atlantic City Electric Company and Subsidiaries |
F-2O |
Conectiv Properties and Investments, Inc. and Subsidiaries |
F-2P |
Conectiv Energy Holding Company and Subsidiaries |
F-2Q |
Conectiv Energy Supply, Inc. and Subsidiaries |
F-2R |
Conectiv Delmarva Generation, Inc. and Subsidiaries |
F-2S |
ACE REIT, Inc. and Subsidiaries |
F-2T |
Conectiv Solutions LLC and Subsidiaries |
F-2U |
Conectiv Services, Inc and Subsidiaries |
F-2V |
Conectiv Thermal Systems, Inc. and Subsidiaries |
F-2W |
Atlantic Generation, Inc. and Subsidiaries |
F-2X |
Consolidating Statement of Cash Flows for the Year Ended December 31, 2003 |
|
Pepco Holdings, Inc. and Subsidiaries |
F-3A |
Potomac Electric Power Company and Subsidiaries |
F-3B |
Pepco Energy Services, Inc. and Subsidiaries |
F-3C |
Pepco Building Services, Inc. and Subsidiaries |
F-3D |
Potomac Capital Investment Corporation and Subsidiaries |
F-3E |
Friendly Skies, Inc. and Subsidiaries |
F-3F |
AMP Funding, LLC and Subsidiaries |
F-3G |
Potomac Nevada Corporation and Subsidiaries |
F-3H |
Potomac Delaware Leasing Corporation and Subsidiaries |
F-3I |
Potomac Capital Joint Leasing Corporation and Subsidiaries |
F-3J |
Pepco Enterprises and Subsidiaries (through July 31, 2003) |
F-3K |
Pepco Communications, Inc. and Subsidiaries |
F-3L |
Conectiv and Subsidiaries |
F-3M |
Delmarva Power & Light Company and Subsidiaries |
F-3N |
Atlantic City Electric Company and Subsidiaries |
F-3O |
Conectiv Properties and Investments, Inc. and Subsidiaries |
F-3P |
Conectiv Energy Holding Company and Subsidiaries |
F-3Q |
Conectiv Energy Supply, Inc. and Subsidiaries |
F-3R |
Conectiv Delmarva Generation, Inc. and Subsidiaries |
F-3S |
ACE REIT, Inc. and Subsidiaries |
F-3T |
Conectiv Solutions LLC and Subsidiaries |
F-3U |
Conectiv Services, Inc and Subsidiaries |
F-3V |
Conectiv Thermal Systems, Inc. and Subsidiaries |
F-3W |
Atlantic Generation, Inc. and Subsidiaries |
F-3X |
Consolidating Statement of Retained Earnings for the Year Ended December 31, 2003 |
|
Pepco Holdings, Inc. and Subsidiaries |
F-4A |
Potomac Electric Power Company and Subsidiaries |
F-4B |
Pepco Energy Services, Inc. and Subsidiaries |
F-4C |
Pepco Building Services, Inc. and Subsidiaries |
F-4D |
Potomac Capital Investment Corporation and Subsidiaries |
F-4E |
Friendly Skies, Inc. and Subsidiaries |
F-4F |
AMP Funding, LLC and Subsidiaries |
F-4G |
Potomac Nevada Corporation and Subsidiaries |
F-4H |
Potomac Delaware Leasing Corporation and Subsidiaries |
F-4I |
|
Potomac Capital Joint Leasing Corporation and Subsidiaries |
F-4J |
Pepco Enterprises and Subsidiaries (through July 31, 2003) |
F-4K |
Pepco Communications, Inc. and Subsidiaries |
F-4L |
Conectiv and Subsidiaries |
F-4M |
Delmarva Power & Light Company and Subsidiaries |
F-4N |
Atlantic City Electric Company and Subsidiaries |
F-4O |
Conectiv Properties and Investments, Inc. and Subsidiaries |
F-4P |
Conectiv Energy Holding Company and Subsidiaries |
F-4Q |
Conectiv Energy Supply, Inc. and Subsidiaries |
F-4R |
Conectiv Delmarva Generation, Inc. and Subsidiaries |
F-4S |
ACE REIT, Inc. and Subsidiaries |
F-4T |
Conectiv Solutions LLC and Subsidiaries |
F-4U |
Conectiv Services, Inc and Subsidiaries |
F-4V |
Conectiv Thermal Systems, Inc. and Subsidiaries |
F-4W |
Atlantic Generation, Inc. and Subsidiaries |
F-4X |
Consolidated Notes 1 through 16 to the Consolidated Financial Statements
of Pepco Holdings, Inc.'s 2003 Form 10-K/A filed on March 31, 2004, as revised
for Note 4 in Pepco Holdings, Inc.'s Form 8-K filed on December 14, 2004, are incorporated herein by reference. |
Consolidated Notes 1 through 12 to the Consolidated Financial Statements of Potomac Electric Power Company's 2003 Form 10-K filed on March 12, 2004 are incorporated herein by reference. |
Consolidated Notes 1 through 14 to the Consolidated Financial Statements of Delmarva Power & Light Company's 2003 Form 10-K/A filed on March 31, 2004 are incorporated herein by reference. |
Consolidated Notes 1 through 15 to the Consolidated Financial Statements of Atlantic City Electric Company's 2003 Form 10-K/A filed on March 31, 2004 are incorporated herein by reference. |
Consolidated Notes 1 through 4 to the Consolidated Financial Statements of Atlantic City Electric Transition Funding's 2003 Form 10-K filed on March 29, 2004 are incorporated herein by reference. |
The above-listed financial statements will be filed on Form SE. Confidential treatment is requested for the financial statements of certain of the non-public subsidiaries pursuant to Rule 104. |
78 _____________________________________________________________________________ |
SIGNATURE |
|
Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the Registrant has duly caused this Amendment No. 1 to Form U5S to be signed on its behalf by the undersigned thereunto duly authorized. |
|
Pepco Holdings, Inc. /s/ Anthony J. Kamerick Anthony J. Kamerick Vice President and Treasurer |
|
Date: January 14, 2005 |
|
_____________________________________________________________________________ |
EXHIBIT A |
_____________________________________________________________________________ |
Exhibit B Exhibit B was previously filed. |
_____________________________________________________________________________ |
EXHIBIT C |
The indentures and other fundamental documents defining the rights of security holders are incorporated herein by reference to Pepco Holdings, Inc.'s Annual Report on Form 10-K/A for the year ended December 31, 2003, Potomac Electric Power Company's Annual Report on Form 10-K for the year ended December 31, 2003, Atlantic City Electric Company's Annual Report on Form 10-K/A for the year ended December 31, 2003, Delmarva Power & Light Company's Annual Report on Form 10-K/A for the year ended December 31, 2003 and Atlantic City Electric Transition Funding LLC's Annual Report on Form 10-K for the year ended December 31, 2003 as shown in Exhibit A filed herewith. |
|
EXHIBIT D |
_____________________________________________________________________________ |
EXHIBIT E Copies of other documents prescribed by rule or order. None. |
|
EXHIBIT F The consents of PricewaterhouseCoopers LLP are included as Exhibits F-1 to F-5. |
_____________________________________________________________________________ |
EXHIBIT G |
_____________________________________________________________________________ |
EXHIBIT H The following financial statements are included as Exhibit H: |
||
1. |
Potomac Power Resources, LLC |
|
(a) |
Income Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-1C) |
|
(b) |
Balance Sheet as of December 31, 2003 (please refer to Item 10, page reference F-2C) |
|
(c) |
Cash Flow Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-3C) |
|
(d) |
Statement of Retained Earnings for the year ended December 31, 2003 (please refer to Item 10, page reference F-4C) |
|
2. |
PCI Netherlands Corporation |
|
(a) |
Income Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-1E) |
|
(b) |
Balance Sheet as of December 31, 2003 (please refer to Item 10, page reference F-2E) |
|
(c) |
Cash Flow Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-3E) |
|
(d) |
Statement of Retained Earnings for the year ended December 31, 2003 (please refer to Item 10, page reference F-4E |
|
3. |
PCI Queensland Corporation |
|
(a) |
Income Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-1E) |
|
(b) |
Balance Sheet as of December 31, 2003 (please refer to Item 10, page reference F-2E) |
|
(c) |
Cash Flow Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-3E) |
|
(d) |
Statement of Retained Earnings for the year ended December 31, 2003 (please refer to Item 10, page reference F-4E) |
|
4. |
PCI Holdings, Inc. |
|
(a) |
Income Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-1J) |
|
(b) |
Balance Sheet as of December 31, 2003 (please refer to Item 10, page reference F-2J) |
|
(c) |
Cash Flow Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-3J) |
|
(d) |
Statement of Retained Earnings for the year ended December 31, 2003 (please refer to Item 10, page reference F-4J) |
|
5. |
Potomac Nevada Investment Inc. |
|
(a) |
Income Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-1E) |
|
(b) |
Balance Sheet as of December 31, 2003 (please refer to Item 10, page reference F-2E) |
|
(c) |
Cash Flow Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-3E) |
|
(d) |
Statement of Retained Earnings for the year ended December 31, 2003 (please refer to Item 10, page reference F-4E) |
|
87 |
6. |
Conectiv Bethlehem, LLC |
|
(a) |
Income Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-1T) |
|
(b) |
Balance Sheet as of December 31, 2003 (please refer to Item 10, page reference F-2T) |
|
(c) |
Cash Flow Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-3T) |
|
(d) |
Statement of Retained Earnings for the year ended December 31, 2003 (please refer to Item 10, page reference F-4T) |
|
7. |
Conectiv Pennsylvania Generation, LLC |
|
(a) |
Income Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-1S) |
|
(b) |
Balance Sheet as of December 31, 2003 (please refer to Item 10, page reference F-2S) |
|
(c) |
Cash Flow Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-3S) |
|
(d) |
Statement of Retained Earnings for the year ended December 31, 2003 (please refer to Item 10, page reference F-4S) |
|
8. |
Conectiv Delmarva Generation, Inc. |
|
(a) |
Income Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-1S) |
|
(b) |
Balance Sheet as of December 31, 2003 (please refer to Item 10, page reference F-2S) |
|
(c) |
Cash Flow Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-3S) |
|
(d) |
Statement of Retained Earnings for the year ended December 31, 2003 (please refer to Item 10, page reference F-4S) |
|
9. |
Conectiv Atlantic Generation, L.L.C. |
|
(a) |
Income Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-1T) |
|
(b) |
Balance Sheet as of December 31, 2003 (please refer to Item 10, page reference F-2T) |
|
(c) |
Cash Flow Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-3T) |
|
(d) |
Statement of Retained Earnings for the year ended December 31, 2003 (please refer to Item 10, page reference F-4T) |
|
10. |
Conectiv Mid Merit, LLC |
|
(a) |
Income Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-1R) |
|
(b) |
Balance Sheet as of December 31, 2003 (please refer to Item 10, page reference F-2R) |
|
(c) |
Cash Flow Statement for the year ended December 31, 2003 (please refer to Item 10, page reference F-3R) |
|
(d) |
Statement of Retained Earnings for the year ended December 31, 2003 (please refer to Item 10, page reference F-4R) |
|
11. |
Energy Systems North East, LLC |
|
(a) |
Income Statement for the year ended December 31, 2003 (filed herewith) (confidential treatment requested) |
|
(b) |
Balance Sheet as of December 31, 2003 (filed herewith) (confidential treatment requested) |
|
_____________________________________________________________________________ |
Exhibit F-1 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
We hereby consent to the incorporation by reference in this Annual Report to the Securities and Exchange Commission on Form U5S of Pepco Holdings, Inc. for the year ended December 31, 2003, filed pursuant to the Public Utility Holding Company Act of 1935, of our report dated February 26, 2004, except as to Note 16 for which the date is March 31, 2004 and except as to Note 4 for which the date is December 14, 2004, relating to the consolidated financial statements which appears in Pepco Holdings, Inc.'s Current Report on Form 8-K dated December 14, 2004. We also consent to the incorporation by reference of our report dated February 26, 2004 relating to the financial statement schedule, which appears in Pepco Holdings, Inc.'s Annual Report on Form 10-K/A, dated March 31, 2004. |
|
|
Exhibit F-2 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
We hereby consent to the incorporation by reference in this Annual Report
to the Securities and Exchange Commission on Form U5S of Pepco Holdings, Inc. for the
year ended December 31, 2003, filed pursuant to the Public Utility Holding Company Act
of 1935, of our report dated February 26, 2004 relating to the consolidated financial
statements and financial statement schedule, which appears in Potomac Electric Power
Company's Annual Report on Form 10-K for the year ended December 31, 2003. |
|
|
Exhibit F-3 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
We hereby consent to the incorporation by reference in this Annual Report to the Securities and Exchange Commission on Form U5S of Pepco Holdings, Inc. for the year ended December 31, 2003, filed pursuant to the Public Utility Holding Company Act of 1935, of our report dated February 26, 2004 relating to the consolidated financial statements and financial statement schedule, which appears in Delmarva Power and Light Company's Annual Report on Form 10-K/A, dated March 31, 2004. |
|
|
Exhibit F-4 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
We hereby consent to the incorporation by reference in this Annual Report to the Securities and Exchange Commission on Form U5S of Pepco Holdings, Inc. for the year ended December 31, 2003, filed pursuant to the Public Utility Holding Company Act of 1935, of our report dated February 26, 2004 except as to Note 15 for which the date is March 31, 2004 relating to the consolidated financial statements and financial statement schedule, which appears in Atlantic City Electric Company's Annual Report on Form 10-K/A, dated March 31, 2004. |
|
|
Exhibit F-5 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
We hereby consent to the incorporation by reference in this Annual Report to the Securities and Exchange Commission on Form U5S of Pepco Holdings, Inc. for the year ended December 31, 2003, filed pursuant to the Public Utility Holding Company Act of 1935, of our report dated February 26, 2004 relating to the consolidated financial statements and financial statement schedule, which appears in Atlantic City Electric Transition Funding LLC's Annual Report on Form 10-K for the year ended December 31, 2003. |
|
|
Exhibit H-11(a) |
||
Energy Systems North East, LLC |
||
Year Ended |
Year Ended |
|
Revenues |
* |
* |
Operating Expenses |
* |
* |
Property Taxes |
* |
* |
Insurance Expense |
* |
* |
NEPA Reimbursable O&M Costs |
* |
* |
Depreciation and Amortization |
* |
* |
Total Operating Expense |
* |
* |
Profit from Operations |
* |
* |
Other Expense/Income |
||
Interest Expense - NFR Power Note |
* |
* |
Interest Expense - Conectiv Mid Merit Note |
* |
* |
Miscellaneous Income/Expense |
* |
* |
Interest Income |
* |
* |
Total Interest Income (Expense) |
* |
* |
Net Income |
* |
* |
50/50 Partner Income |
* |
* |
|
||
|
Exhibit H-11(b) |
||
Energy Systems North East, LLC |
||
December 31, 2003 |
December 31, 2002 |
|
Assets |
||
Current Assets |
||
Cash and Equivalents |
* |
* |
Accounts Receivable |
* |
* |
Revenue Receivable - Energy |
* |
* |
Revenue Receivable - ICAP |
* |
* |
Revenue Receivable - Steam |
* |
* |
Revenue Receivable - Tolling |
* |
* |
Other Receivable - NEPA Reimbursement |
* |
* |
Other Receivables |
* |
* |
Total Current Assets |
* |
* |
|
||
3 Year Property |
* |
* |
Less Accumulated Depreciation - 3 Years |
* |
* |
7 Year Property |
* |
* |
Less Accumulated Depreciation - 7 Years |
* |
* |
20 Year Property |
* |
* |
Less Accumulated Depreciation - 20 Years |
* |
* |
Land |
* |
* |
Total Fixed Assets |
* |
* |
|
||
Intangibles |
* |
* |
Accumulated Amortization - Intangibles |
* |
* |
Deferred Asset - PJM Studies/Application |
* |
* |
Deferred Asset - System Impact Study Fee |
* |
* |
Prepaid Property Taxes |
* |
* |
Prepared Expenses |
* |
* |
Total Other Assets |
* |
* |
Total Assets |
* |
* |
|
||
_____________________________________________________________________________ |
Exhibit H-11(b) |
||
Energy Systems North East, LLC Balance Sheet As of December 31, 2003 |
||
December 31, 2003 |
December 31, 2002 |
|
Liabilities and Equity |
||
Current Liabilities |
||
Accounts Payable |
* |
* |
HCRA Accrued Liability |
* |
* |
Accruals - Gas Billings |
* |
* |
Accruals - Bidding Fees |
* |
* |
Accruals - Operating Services |
* |
* |
Accrued Interest Expense |
* |
* |
Total Current Assets |
* |
* |
|
||
LT Demand Note |
* |
* |
LT Demand Note |
* |
* |
Total Long Term Liabilities |
* |
* |
Equity |
||
Beginning Equity |
* |
* |
Retained Earnings |
* |
* |
Total Long Term Liabilities |
* |
* |
Total Liabilities and Equity |
* |
* |
|
||
_____________________________________________________________________________ |