As Filed with the Securities
and Exchange Commission
on March 30, 2004

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-9C-3


QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

For the quarterly period ended December 31, 2003


Pepco Holdings, Inc.
Conectiv
(Name of Registered Holding Companies)

701 Ninth Street, N.W.
Washington, DC 20068
(Address of Principal Executives Offices)



Inquiries concerning this Form U-9C-3 may
be directed to:

Anthony J. Kamerick
Vice President and Treasurer
Pepco Holdings, Inc.
701 Ninth Street, N.W.
Washington, DC 20068
(202) 872-2056














_____________________________________________________________________________

 

 

Pepco Holdings, Inc.
FORM U-9C-3
For the Quarter Ended December 31, 2003

Table of Contents
 

Page

Item 1. Organization Chart

1

Item 2. Issuance and Renewals of Securities and Capital Contributions

1

Item 3. Associated Transactions

2

Item 4. Summary of Aggregate Investment

4

Item 5. Other Investments

4

Item 6. Financial Statements and Exhibits

4

SIGNATURE

5





















_____________________________________________________________________________

 

 

Item 1. - ORGANIZATION CHART

Not required for 4th quarter report.

Item 2. - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS

ISSUANCES AND RENEWALS OF SECURITIES


Company Issuing
Security


Company To Whom
Security Was Issued


Type of Security
Issued


Issue or
Renewal

Amount of
Securities During
Period($)


Interest Rate
(%)

Cumulative
Amount of
Securities ($)

Conectiv Energy
Supply, Inc.

PHI Service
Company, Agent

Money Pool
Advance

N/A

*

*

*

Conectiv Thermal
Systems, Inc.

Conectiv

Short-Term Note

Issue

*

*

*

Delaware Operating
Services Company

Pepco Holdings, Inc.

Short-Term Note

N/A

*

*

*

Pepco Energy
Services, Inc.

PHI Service
Company, Agent

Money Pool
Advance

N/A

*

*

*

PHI Operating
Services Company

Pepco Holdings, Inc.

Short-Term Note

Issue

*

*

*

Note: PHI Service Company serves as agent for the PHI System Money Pool.



CAPITAL CONTRIBUTIONS:

Company Contributing Capital

Company Receiving Capital

Amount During Period ($)

Cumulative Amount($)

Conectiv

Enertech Capital Partners II, LP

*

*

Pepco Energy Services, Inc.

Unitemp, Inc.

*

*

Pepco Energy Services, Inc.

Fauquier Landfill Gas, LLC

*

*

Pepco Energy Services, Inc.

Rolling Hills Landfill Gas, LLC

*

*

Potomac Capital InvestmentCorporation

Kinetic Ventures

*

*

Potomac Electric Power Company

Microcell

*

*

* Confidential Treatment Requested





1
_____________________________________________________________________________

 

 

 

Item 3. - ASSOCIATED TRANSACTIONS

Part I. - Transactions performed by reporting companies on behalf of associate
             companies.

Reporting Company
Rendering Services

Associate Company
Receiving Services

Types of Services
Rendered

Direct Costs
Charged ($)

Indirect Costs
Charged ($)

Total Amount
Billed ($)

Conectiv Energy
Supply, Inc.

Conectiv Atlantic
Generation, L.L.C.

Fuel

*

  

*

Conectiv Energy
Supply, Inc.

Delmarva Power &
Light Company

Power and
Capacity

*

  

*

Conectiv Energy
Supply, Inc.

Conectiv Thermal
Systems, Inc.

Gas

*

  

*

Conectiv Energy
Supply, Inc.

Delmarva Power &
Light Company

Power

*

  

*

Conectiv Energy
Supply, Inc.

Delmarva Power &
Light Company

Gas

*

  

*

Conectiv Energy
Supply, Inc.

Pepco Energy Services,
Inc.

Gas

*

  

*

Pepco Energy Services,
Inc.

Conectiv Energy
Supply, Inc.

Gas

*

  

*

Conectiv Energy
Supply, Inc.

Pepco Energy Services,
Inc.

Capacity

*

  

*

Conectiv Energy
Supply, Inc.

Potomac Electric Power
Company

Capacity

*

  

*

Pepco Energy Services,
Inc.

Potomac Power
Resources LLC

Asset
Management
Services

*

  

*

Conectiv Energy
Supply, Inc.

Potomac Power
Resources LLC

Dispatch Services

*

  

*

G&L Mechanical
Services, Inc.

Pepco Government
Services, LLC

Maintenance

*

  

*

MET Electrical Testing
Company

Pepco Energy Services,
Inc.

Maintenance

*

  

*

MET Electrical Testing
Company

Atlantic City Electric
Company

Maintenance

*

  

*

G&L Mechanical
Services, Inc.

Potomac Electric Power
Company

Maintenance

*

  

*

G&L Mechanical
Services, Inc.

Pepco Energy Services,
Inc.

Maintenance

*

  

*

Engineered Services,
Inc.

Potomac Electric Power
Company

Maintenance

*

  

*

PHI Operating Services
Company

Conectiv Bethlehem,
LLC

Operations and
Maintenance

*

  

*

* Confidential Treatment Requested

2
_____________________________________________________________________________

 

Part II - Transactions performed by associate companies on behalf of reporting
             companies.

Associate Company
Rendering Services

Reporting Company
Receiving Services

Types of Services
Rendered

Direct Costs
Charged ($)

Indirect Costs
Charged ($)

Total Amount
Billed ($)

Conectiv Delmarva
Generation, Inc.

Conectiv Energy
Supply, Inc.

Electric Energy,
Capacity and
Ancillary Services

*

  

*

Conectiv Atlantic
Generation, L.L.C.

Conectiv Energy
Supply, Inc.

Electric Energy,
Capacity and
Ancillary Services

*

  

*

Delmarva Power &
Light Company

Conectiv Energy
Supply, Inc.

PJM Expenses

*

  

*

Conectiv Bethlehem,
LLC

Conectiv Energy
Supply, Inc.

Electric Energy,
Capacity and
Ancillary Services

*

  

*

Atlantic City Electric
Company

Conectiv Energy
Supply, Inc.

Electric Energy,
Capacity and
Ancillary Services

*

  

*

Delmarva Power &
Light Company

Conectiv Energy
Supply, Inc.

Transmission

*

  

*

Potomac Power
ResourcesLLC

Pepco Energy Services,
Inc.

Electric Energy,
Capacity and
Ancillary Services

*

  

*

W.A. Chester

Substation Test
Company

Maintenance

*

  

*

Note: PHI Service Company, the service company for the PHI System, provides services to various reporting companies. Such information is reported on the annual Form U-13-60.

* Confidential Treatment Requested
















3
_____________________________________________________________________________

 

 

 

Item 4. - SUMMARY OF AGGREGATE INVESTMENT

Investments in energy-related companies (in millions):

Total consolidated capitalization as of December 31, 2003

$9,248.0

Line 1

Total capitalization multiplied by 15%
(Line 1 multiplied by 0.15)


1,387.2


Line 2

Greater of $50 million or line 2

$1,387.2

Line 3

Total current aggregate investment:
(categorized by major line of energy-related business)
Energy-related business Category - Rule 58(b)(1)(i)
Energy-related business Category - Rule 58(b)(1)(ii)
Energy-related business Category - Rule 58(b)(1)(iv)
Energy-related business Category - Rule 58(b)(1)(v)
Energy-related business Category - Rule 58(b)(1)(vi)
Energy-related business Category - Rule 58(b)(1)(vii)
Energy-related business Category - Rule 58(b)(1)(viii)
Energy-related business Category - Rule 58(b)(1)(ix)



$ *
*
*
*
*
*
*
*

  


Total current aggregate investment


$*


Line 4


Difference between the greater of $50 million or 15% of
Capitalization and the total aggregate investment of the
registered holding company system (line 3 less line 4)




$*




Line 5


* Confidential Treatment Requested

Investments in gas-related companies:

NONE


Item 5. - OTHER INVESTMENTS

Prior to the registration of Pepco Holdings, Inc. as a registered holding company on August 1, 2002, Potomac Electric Power Company and its subsidiaries had investments of approximately $140.4 million in "energy-related companies." Such amount is excluded from the calculations in Item 4 above.

Item 6. - FINANCIAL STATEMENTS AND EXHIBITS

A.     Financial Statements:

Not required for 4th quarter report.

B.     Exhibits:

     B-2.     Certificate of Pepco Holdings, Inc.



4
_____________________________________________________________________________

 

 

SIGNATURE

The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned officer thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935.
 

PEPCO HOLDINGS, INC.


By: Anthony J. Kamerick
Anthony J. Kamerick
Vice President and Treasurer

March 30, 2004

  



































5
_____________________________________________________________________________

 

 

Exhibit B-2

Certificate

I hereby certify that the Form U-9C-3 for Pepco Holdings, Inc. for the previous quarter has been provided to the state commissions listed below:

Delaware Public Service Commission
861 Silver Lake Boulevard
Cannon Building, Suite 100
Dover, DE 19904

Maryland Public Service Commission
6 St. Paul Centre, 16th Floor
Baltimore, MD 21202

Virginia State Corporation Commission
1300 E. Main Street
Tyler Building
Richmond, VA 23219

New Jersey Board of Public Utilities
Two Gateway Center
Newark, NJ 07102

Public Service Commission of the District of Columbia
2nd Floor - West Tower
1333 H Street, N.W.
Washington, DC 20005

PEPCO HOLDINGS, INC.


By: Anthony J. Kamerick
       Anthony J. Kamerick
      Vice President and Treasurer



Date: March 30, 2004






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