Pepco Holdings Reports Third-Quarter 2009 Earnings; Conference Call Scheduled

October 29, 2009 4:15 PM EDT

WASHINGTON--(BUSINESS WIRE)-- Pepco Holdings, Inc. (NYSE: POM) today reported third quarter 2009 consolidated earnings of $124 million, or 56 cents per share, compared to $119 million, or 59 cents per share, in the third quarter of 2008. Excluding special items (as described below), earnings for the third quarter of 2009 would have been $97 million, or 44 cents per share. There were no special items in the third quarter of 2008. The weighted average number of basic shares outstanding for the third quarter of 2009 was 221 million compared to 202 million for the third quarter of 2008.

The earnings decrease for the third quarter of 2009, as compared to the 2008 quarter, excluding special items, was driven by lower Power Delivery and Conectiv Energy earnings. The lower Power Delivery earnings were due to higher operation and maintenance expense primarily as the result of increased pension expense and higher interest expense driven by the debt financing completed late last year. The lower Conectiv Energy earnings were primarily due to lower generation output, reduced spark spreads and dark spreads, and the performance of economic fuel hedges. Partially offsetting these decreases were higher earnings at Pepco Energy Services driven by favorable electric supply costs and lower losses on energy derivative contracts.

"During the quarter, the energy markets continued to be challenging," said Joseph M. Rigby, Chairman, President and Chief Executive Officer. "Generation output was down 16 percent and energy margins were down 57 percent." Rigby also noted that excluding the increase in pension expense, Power Delivery operation and maintenance expense would have been relatively flat, demonstrating the continued focus on managing controllable costs.

Rigby also cited progress during the third quarter on several key value creation initiatives that the company believes will position it for growth over the longer-term. "We filed two additional distribution rate cases, bringing the total number of cases underway to four, and the District of Columbia Public Service Commission adopted the revenue decoupling mechanism proposed by Pepco. With the implementation of this mechanism in the District of Columbia on Nov. 1, approximately 60 percent of our distribution revenue will be decoupled from electric sales, providing for more predictable utility revenues and aligning the interests of our utilities with those of our customers in terms of energy efficiency programs. I am also very pleased with the recently announced DOE federal stimulus funds award of $168 million, allowing us to accelerate the delivery of Smart Grid benefits to our customers."

For the nine months ended Sept. 30, 2009, consolidated earnings were $194 million, or 88 cents per share, compared to $233 million, or $1.16 per share, for the same period in the prior year. Excluding special items (as described below), earnings for the nine months ended Sept. 30, 2009, would have been $159 million, or 72 cents per share, compared to $326 million, or $1.62 per share, for the first nine months of 2008. The weighted average number of basic shares outstanding for the nine months ended Sept. 30, 2009 was 220 million compared to 201 million for the same period in the prior year. The decrease in earnings for the nine months ended Sept. 30, 2009, compared to earnings for the same period in the prior year, excluding special items, was driven by essentially the same factors that drove the quarterly results.

Third-Quarter Highlights

Operations

    --  Power Delivery electric sales were 13,709 gigawatt hours (GWh) in the
        third quarter of 2009 compared to 14,050 GWh for the same period last
        year. Cooling degree days (electric service territory) were 11% lower
        for the three months ended Sept. 30, 2009, compared to the same period
        in 2008. Weather-adjusted electric sales were 13,782 GWh in the third
        quarter of 2009 compared to 13,816 GWh for the same period last year.
    --  Conectiv Energy's gross margin from Merchant Generation and Load Service
        was $74 million in the third quarter of 2009, compared to $113 million
        in the third quarter of 2008. The decrease resulted primarily from lower
        generation output, reduced spark spreads and dark spreads, and the
        combined performance of economic fuel hedges and default electricity
        supply contracts. An offsetting factor was higher capacity gross
        margins.
    --  Conectiv Energy's total generation output was 1,549 GWh in the third
        quarter of 2009, compared to 1,851 GWh in the third quarter of 2008. The
        16% decrease was due to decreased demand for electricity related to the
        economic recession and milder weather.
    --  Pepco Energy Services' gross margin from retail energy supply was $42
        million in the third quarter of 2009, compared to $14 million in the
        third quarter of 2008. The increase was driven by lower electric and gas
        supply costs, lower losses on energy derivative contracts, lower
        reliability pricing model (RPM) capacity charges, and higher RPM
        capacity revenues.
    --  Pepco Energy Services had retail electric sales of 4,619 GWh in the
        third quarter of 2009, compared to 5,614 GWh in the third quarter of
        2008. This 18% decrease primarily reflects the continuing expiration of
        existing retail contracts.

Regulatory Matters

    --  On Sept. 28, the District of Columbia Public Service Commission (DCPSC)
        approved effective Nov. 1 the revenue decoupling rate structure proposed
        by Pepco. In connection with the approval, the DCPSC ordered a reduction
        of 50 basis points to Pepco's return on equity, reducing the authorized
        return on equity to 9.5%. On May 22, Pepco filed a distribution base
        rate case in the District of Columbia. The filing seeks approval of an
        annual rate increase of $50 million, based on a requested return on
        equity of 11.25%, which assumed the approval of a revenue decoupling
        mechanism. A decision is expected from the DCPSC in early 2010.
    --  On Sept. 18, Delmarva Power filed an electric distribution base rate
        case in Delaware. The filing seeks approval of an annual rate increase
        of $28 million, based on a requested return on equity of 10.75%. The
        proposed rate design incorporates the revenue decoupling rate structure
        as approved in concept by the Delaware Public Service Commission (DPSC).
        The filing also proposes the use of a three-year average of pension,
        OPEB, and bad debt expense with recovery through a surcharge mechanism.
        The difference between the three-year rolling average of the costs and
        the currently incurred amounts would be deferred for future recovery in
        the case of an under-recovery, or deferred for future refund to
        customers in the case of an over-recovery. If approved, the surcharge
        proposal would lower the requested annual rate increase by $7 million.
        Delmarva Power intends to put an increase of $2.5 million annually into
        effect on a temporary basis on Nov. 17, 2009, subject to refund and
        pending final DPSC approval, which is expected in April 2010.
    --  On Aug. 14, Atlantic City Electric filed a distribution base rate case
        in New Jersey. The filing seeks approval of an annual rate increase of
        $54 million, based on a requested return on equity of 11.50% (if the
        Bill Stabilization Adjustment mechanism is approved, the requested rate
        increase would be reduced to $52 million, based on a requested return on
        equity of 11.25%). The filing also proposes the use of a three-year
        average of pension, OPEB, and bad debt expense with recovery through a
        surcharge mechanism. The difference between the three-year rolling
        average of the costs and the currently incurred amounts would be
        deferred for future recovery in the case of an under-recovery, or
        deferred for future refund to customers in the case of an over-recovery.
        If approved, the surcharge proposal would lower the requested annual
        rate increase by $8 million.
    --  In Nov. 2008, Pepco filed proposals with the DCPSC and the Maryland
        Public Service Commission (MPSC) to share with customers the remaining
        balance of the proceeds from the Mirant bankruptcy settlement. On March
        5, 2009, the DCPSC approved Pepco's proposal for the sharing of the
        District of Columbia portion of the proceeds. After giving effect to the
        sharing arrangement, Pepco recorded a pre-tax gain of $14 million in the
        first quarter of 2009. On July 2, 2009, the MPSC approved a settlement
        agreement providing for the sharing of the Maryland portion of the
        proceeds. As a result, Pepco recorded a pre-tax gain of $26 million in
        the third quarter of 2009.

Other

    --  On Oct. 27, 2009, the U.S. Department of Energy announced that Pepco
        Holdings Inc. was awarded $168 million in federal stimulus funds to help
        build Smart Grid projects in the District of Columbia, Maryland and New
        Jersey.
    --  On Nov. 7, 2008, Pepco Holdings entered into a 364-day credit facility,
        which has aggregate commitments of $400 million and had a Nov. 6, 2009
        termination date. In Oct. 2009, the termination date was extended to
        Oct. 15, 2010. This credit facility is in addition to the $1.5 billion
        multi-year credit facility that is in effect until May 2012.
    --  As noted in the 10-Q, in the last several years, IRS challenges to
        certain cross-border lease transactions have been the subject of
        litigation. On October 21, 2009, the U.S. Court of Federal Claims issued
        a decision in favor of a taxpayer regarding a lease-in lease-out cross
        border lease transaction. The transaction that is the subject of the
        ruling is similar in many respects to PHI's cross border energy lease
        investments. PHI is currently evaluating the implications of this
        decision.
    --  In October 2009, PHI filed a claim with the IRS requesting a Federal
        income tax refund of approximately $138 million, a substantial portion
        of which is associated with PHI's utility subsidiaries. The refund
        results from the carry back of a 2008 net operating loss for tax
        reporting purposes that reflected, among other things, significant tax
        deductions related to accelerated depreciation, the pension plan
        contributions paid in 2009 (which were deductible for 2008) and the
        cumulative effect of adopting a new method of tax reporting for certain
        repairs. The timing of receipt of the refund is uncertain, however,
        after a 45-day period, interest would begin to accrue on the amount of
        the refund.

Further details regarding changes in consolidated earnings between 2009 and 2008 can be found in the following schedules. Additional information regarding financial results and recent regulatory events can be found in the Pepco Holdings, Inc. Form 10-Q for the quarter ended Sept. 30, 2009 as filed with the Securities and Exchange Commission, which is available at www.pepcoholdings.com/investors.

Reconciliation of GAAP Earnings to Earnings Excluding Special Items

Management believes the special items shown below are not representative of the company's ongoing business operations.


Net Earnings - millions of dollars         Three Months Ended  Nine Months Ended

                                           Sept. 30,           Sept. 30,

                                             2009       2008     2009       2008

Reported (GAAP) Net Earnings               $ 124      $ 119    $ 194      $ 233

Special Items:

--  Mirant bankruptcy damage claims          (16   )    -        (24   )    -
    settlement

--  Maryland income tax benefit              (11   )    -        (11   )    -

--  Adjustment to the equity value of the    -          -        -          86
    cross-border energy lease investments

    Interest accrued on the income tax
--  obligations from the adjustment to the   -          -        -          7
    equity value of the cross-border
    energy lease investments

Net Earnings, Excluding Special Items      $ 97       $ 119    $ 159      $ 326

Earnings per Share                         Three Months Ended  Nine Months Ended

                                           Sept. 30,           Sept. 30,

                                             2009       2008     2009       2008

Reported (GAAP) Earnings per Share         $ 0.56     $ 0.59   $ 0.88     $ 1.16

Special Items:

--  Mirant bankruptcy damage claims          (0.07 )    -        (0.11 )    -
    settlement

--  Maryland income tax benefit              (0.05 )    -        (0.05 )    -

--  Adjustment to the equity value of the    -          -        -          0.43
    cross-border energy lease investments

    Interest accrued on the income tax
--  obligations from the adjustment to the   -          -        -          0.03
    equity value of the cross-border
    energy lease investments

Earnings per Share, Excluding Special      $ 0.44     $ 0.59   $ 0.72     $ 1.62
Items



CONFERENCE CALL FOR INVESTORS

Pepco Holdings Inc. will host a conference call to discuss third quarter results on Friday, Oct. 30 at 11:00 a.m. E.T. Investors, members of the media and other interested persons may access the conference call on the Internet at http://www.pepcoholdings.com/investors or by calling 1-866-700-7441 before 10:55 a.m. The pass code for the call is 45195428. International callers may access the call by dialing 1-617-213-8839, using the same pass code, 45195428. An on-demand replay will be available for seven days following the call. To hear the replay, dial 1-888-286-8010 and enter pass code 77223380. International callers may access the replay by dialing 1-617-801-6888 and entering the same pass code, 77223380. An audio archive will be available at PHI's Web site, http://www.pepcoholdings.com/investors.

Note: If any non-GAAP financial information (as defined by the Securities and Exchange Commission in Regulation G) is used during the quarterly earnings conference call, a presentation of the most directly comparable GAAP measure and a reconciliation of the differences will be available at http://www.pepcoholdings.com/investors.

About PHI: Pepco Holdings, Inc., headquartered in Washington, D.C., delivers electricity and natural gas to about 1.9 million customers in Delaware, the District of Columbia, Maryland and New Jersey, through its subsidiaries Pepco, Delmarva Power and Atlantic City Electric. PHI also provides competitive wholesale generation services through Conectiv Energy and retail energy products and services through Pepco Energy Services.

Forward-Looking Statements: Except for historical statements and discussions, the statements in this news release constitute "forward-looking statements" within the meaning of federal securities law. These statements contain management's beliefs based on information currently available to management and on various assumptions concerning future events. Forward-looking statements are not a guarantee of future performance or events. They are subject to a number of uncertainties and other factors, many of which are outside the company's control. Factors that could cause actual results to differ materially from those in the forward-looking statements herein include general economic, business and financing conditions; availability and cost of capital; changes in laws, regulations or regulatory policies; weather conditions; competition; governmental actions; and other presently unknown or unforeseen factors. These uncertainties and factors could cause actual results to differ materially from such statements. PHI disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This information is presented solely to provide additional information to further understand the results and prospects of PHI.


SELECTED FINANCIAL INFORMATION

Pepco Holdings, Inc.

Earnings Per Share Variance

2009 / 2008

                     3rdQuarter

                                Competitive Energy

                                           Pepco

                     Power      Conectiv   Energy     Other Non  Corporate  Total

                     Delivery   Energy     Services   Regulated  & Other    PHI

2008 Net Income/     $ 0.38     $ 0.24     $ 0.01     $ 0.02     $ (0.06 )  $ 0.59
(Loss) (GAAP) 1/

Change from 2008
Net Income/(Loss)

Regulated
Operations

  -- Distribution
     Revenue

       Weather
     - (estimate)      (0.01 )    -          -          -          -          (0.01 )
       2/

       Other
       Distribution
       Revenue
     - Margin          0.03       -          -          -          -          0.03
       (driven by
       customer
       sales/rate
       mix)

     ACE Basic
     Generation
  -- Service           0.03       -          -          -          -          0.03
     (primarily
     unbilled
     revenue)

  -- Network           (0.01 )    -          -          -          -          (0.01 )
     Transmission

     Operation &
     Maintenance
  -- (primarily        (0.03 )    -          -          -          -          (0.03 )
     higher pension
     expense)

  -- Other, net        (0.02 )    -          -          -          -          (0.02 )

Conectiv Energy

     Margins
     (operating
  -- revenue less
     cost of goods
     sold)

       Merchant
     - Generation &    -          (0.11 )    -          -          -          (0.11 )
       Load Service

     - Energy          -          (0.03 )    -          -          -          (0.03 )
       Marketing

  -- Operating         -          0.01       -          -          -          0.01
     costs, net

Pepco Energy
Services

  -- Retail Energy     -          -          0.08       -          -          0.08
     Supply

  -- Energy            -          -          (0.01 )    -          -          (0.01 )
     Services

Other Non-Regulated    -          -          -          -          -          -

Corporate & Other      -          -          -          -          -          -

Capital Costs          (0.02 )    (0.01 )    (0.02 )    0.01       -          (0.04 )

Income Tax             -          -          -          -          0.01       0.01
Adjustments

Dilution               (0.04 )    (0.01 )    -          -          -          (0.05 )

2009 Net Income/
(Loss) excluding       0.31       0.09       0.06       0.03       (0.05 )    0.44
Special Items

2009 Special Items
3/

     Mirant
     Settlement,
  -- net of            0.07       -          -          -          -          0.07
     customer
     sharing - MD
     jurisdiction

  -- MD Income Tax     0.05       -          -          -          -          0.05
     benefit

2009 Net Income/     $ 0.43     $ 0.09     $ 0.06     $ 0.03     $ (0.05 )  $ 0.56
(Loss) (GAAP) 4/




Notes:

  1/  The 2008 weighted average number of basic shares outstanding was
      201,794,635.

  2/  The effect of weather in 2009 compared with the 20 year average weather is
      estimated to have no earnings impact.

  3/  Management believes the special items are not representative of the
      company's ongoing business operations.

  4/  The 2009 weighted average number of basic shares outstanding was
      220,919,643.




Pepco Holdings, Inc.

Earnings Per Share Variance

2009 / 2008

                       September Year-to-Date

                                  Competitive Energy

                                             Pepco

                       Power      Conectiv   Energy     Other Non  Corporate  Total

                       Delivery   Energy     Services   Regulated  & Other    PHI

2008 Net Income/       $ 0.99     $ 0.59     $ 0.14     $ (0.34 )  $ (0.22 )  $ 1.16
(Loss) (GAAP) 1/

2008 Special Items 2/

Cross Border Leases

  -- Re-evaluation       -          -          -          0.43       -          0.43
     Adjustment

     Related Interest
  -- on Tax              -          -          -          0.03       -          0.03
     Obligation

2008 Net Income/
(Loss) excluding         0.99       0.59       0.14       0.12       (0.22 )    1.62
Special Items

Change from 2008 Net
Income/(Loss)
excluding Special
Items

Regulated Operations

  -- Distribution
     Revenue

     - Weather           (0.01 )    -          -          -          -          (0.01 )
       (estimate) 3/

       Rate Order
     - Impact            0.01       -          -          -          -          0.01
       (Pepco/DC)

       Other
       Distribution
     - Revenue Margin    (0.01 )    -          -          -          -          (0.01 )
       (primarily
       lower customer
       usage)

  -- Network             (0.01 )    -          -          -          -          (0.01 )
     Transmission

     Standard Offer
  -- Service Margin      (0.02 )    -          -          -          -          (0.02 )
     (Pepco/Delmarva)

     Operation &
     Maintenance
  -- (primarily          (0.09 )    -          -          -          -          (0.09 )
     higher pension
     expense)

  -- Depreciation        (0.03 )    -          -          -          -          (0.03 )

  -- Other, net          (0.02 )    -          -          -          -          (0.02 )

Conectiv Energy

     Margins
     (operating
  -- revenue less
     cost of goods
     sold)

       Merchant
     - Generation &      -          (0.52 )    -          -          -          (0.52 )
       Load Service

     - Energy            -          (0.02 )    -          -          -          (0.02 )
       Marketing

  -- Operating costs,    -          0.03       -          -          -          0.03
     net

Pepco Energy Services

  -- Retail Energy       -          -          0.10       -          -          0.10
     Supply

  -- Energy Services     -          -          (0.02 )    -          -          (0.02 )

Other Non-Regulated

     Financial
  -- investment          -          -          -          (0.03 )    -          (0.03 )
     portfolio

Corporate & Other        -          -          -          -          -          -

Capital Costs            (0.08 )    (0.02 )    (0.06 )    0.01       0.01       (0.14 )

Income Tax               (0.06 )    -          -          -          0.02       (0.04 )
Adjustments

Dilution                 (0.07 )    -          (0.01 )    (0.01 )    0.01       (0.08 )

2009 Net Income/
(Loss) excluding         0.60       0.06       0.15       0.09       (0.18 )    0.72
Special Items

2009 Special Items 2/

     Mirant
  -- Settlement, net     0.11       -          -          -          -          0.11
     of customer
     sharing

  -- MD Income Tax       0.05       -          -          -          -          0.05
     benefit

2009 Net Income/       $ 0.76     $ 0.06     $ 0.15     $ 0.09     $ (0.18 )  $ 0.88
(Loss) (GAAP) 4/




Notes:

  1/  The 2008 weighted average number of basic shares outstanding was
      201,375,841.

  2/  Management believes the special items are not representative of the
      company's ongoing business operations.

  3/  The effect of weather in 2009 compared with the 20 year average weather is
      estimated to have decreased earnings by $.01 per share.

  4/  The 2009 weighted average number of basic shares outstanding was
      220,066,766.




SEGMENT INFORMATION

               Three Months Ended September 30, 2009

               (millions of dollars)

                           Competitive

                           Energy Segments

                                        Pepco     Other

             Power         Conectiv     Energy    Non-       Corporate    PHI

             Delivery      Energy       Services  Regulated  & Other      Cons.
                                                             (a)

Operating    $ 1,428       $ 581   (b)  $ 611     $ 13       $ (94   )  $ 2,539
Revenue

Operating      1,235  (b)    539          584       -          (96   )    2,262
Expense (c)           (d)

Operating      193           42           27        13         2          277
Income

Interest       --            --           --        1          (1    )    --
Income

Interest       53            9            6         4          21         93
Expense

Other Income   3             1            --        1          --         5

Preferred
Stock          --            --           --        1          (1    )    --
Dividends

Income Tax
Expense        49            13           7         3          (7    )    65
(Benefit)

Net Income     94     (e)    21           14        7          (12   )    124
(Loss)

Total Assets   10,181        1,978        699       1,552      1,420      15,830

Construction $ 138         $ 57         $ 2       $ --       $ 10       $ 207
Expenditures




Notes:

     Includes unallocated Pepco Holdings' (parent company) capital costs, such
     as acquisition financing costs, and the depreciation and amortization
     expense related to purchase accounting adjustments for the fair value of
     Conectiv assets and liabilities as of the August 1, 2002 acquisition date.
(a)  Additionally, the Total Assets line item in this column includes Pepco
     Holdings' goodwill balance. Corporate & Other includes intercompany amounts
     of $(94) million for Operating Revenue, $(92) million for Operating
     Expense, $(17) million for Interest Income, $(17) million for Interest
     Expense, and $(1) million of Preferred Stock Dividends.

     Power Delivery purchased electric energy and capacity and natural gas from
(b)  Conectiv Energy in the amount of $75 million for the three months ended
     September 30, 2009.

     Includes depreciation and amortization expense of $103 million, consisting
(c)  of $84 million for Power Delivery, $10 million for Conectiv Energy, $4
     million for Pepco Energy Services, and $5 million for Corporate & Other.

(d)  Includes $26 million ($16 million after-tax) gain related to settlement of
     Mirant bankruptcy claims.

     Includes $11 million after-tax state income tax benefit, net of fees,
(e)  related to a change in the tax reporting for the disposition of certain
     assets in prior years.




SEGMENT INFORMATION - Continued

                Three Months Ended September 30, 2008

                (millions of dollars)

                              Competitive

                              Energy Segments

                                                Pepco        Other

                Power           Conectiv        Energy       Non-         Corporate    PHI

                Delivery        Energy          Services     Regulated    & Other      Cons.
                                                                          (a)

Operating     $ 1,668         $ 783      (b)  $ 716        $ 14         $ (121  )    $ 3,060
Revenue

Operating       1,495    (b)    694             713          2            (119  )      2,785
Expense (c)

Operating       173             89              3            12           (2    )      275
Income

Interest        2               1               1            1            (1    )      4
Income

Interest        48              6               1            5            22           82
Expense

Other Income    3               --              --           (1    )      --           2
(Expense)

Preferred
Stock           --              --              --           1            (1    )      --
Dividends

Income Tax
Expense         53              35              --           1            (9    )      80
(Benefit)

Net Income      77              49              3            5            (15   )      119
(Loss)

Total Assets    9,875           2,047           708          1,465        1,477        15,572

Construction  $ 151           $ 31            $ 6          $ --         $ 7          $ 195
Expenditures




Notes:

     Includes unallocated Pepco Holdings' (parent company) capital costs, such
     as acquisition financing costs, and the depreciation and amortization
     expense related to purchase accounting adjustments for the fair value of
     Conectiv assets and liabilities as of the August 1, 2002 acquisition date.
(a)  Additionally, the Total Assets line item in this column includes Pepco
     Holdings' goodwill balance. Corporate & Other includes intercompany amounts
     of $(121) million for Operating Revenue, $(120) million for Operating
     Expense, $(14) million for Interest Income, $(14) million for Interest
     Expense and $(1) million for Preferred Stock Dividends.

     Power Delivery purchased electric energy and capacity and natural gas from
(b)  Conectiv Energy in the amount of $113 million for the three months ended
     September 30, 2008.

     Includes depreciation and amortization expense of $99 million, consisting
(c)  of $84 million for Power Delivery, $9 million for Conectiv Energy, $4
     million for Pepco Energy Services, and $2 million for Corporate & Other.




SEGMENT INFORMATION - Continued

               Nine Months Ended September 30, 2009

               (millions of dollars)

                             Competitive

                             Energy Segments

                                               Pepco        Other

               Power           Conectiv        Energy       Non-         Corporate    PHI

               Delivery        Energy          Services     Regulated    & Other      Cons.
                                                                         (a)

Operating    $ 3,895         $ 1,625    (b)  $ 1,828      $ 40         $ (264  )    $ 7,124
Revenue

Operating      3,488    (b)    1,587           1,757        2            (269  )      6,565
Expense (c)             (d)

Operating      407             38              71           38           5            559
Income

Interest       2               1               1            3            (4    )      3
Income

Interest       159             24              22           11           63           279
Expense

Other Income   9               1               1            1            1            13

Preferred
Stock          --              --              --           2            (2    )      --
Dividends

Income Tax
Expense        92              5               19           8            (22   )      102
(Benefit)

Net Income     167      (e)    11              32           21           (37   )      194
(Loss)

Total Assets   10,181          1,978           699          1,552        1,420        15,830

Construction $ 419           $ 148           $ 8          $ -          $ 20         $ 595
Expenditures




Notes:

     Includes unallocated Pepco Holdings' (parent company) capital costs, such
     as acquisition financing costs, and the depreciation and amortization
     expense related to purchase accounting adjustments for the fair value of
     Conectiv assets and liabilities as of the August 1, 2002 acquisition date.
(a)  Additionally, the Total Assets line item in this column includes Pepco
     Holdings' goodwill balance. Corporate & Other includes intercompany amounts
     of $(264) million for Operating Revenue, $(257) million for Operating
     Expense, $(61) million for Interest Income, $(59) million for Interest
     Expense, and $(2) million for Preferred Stock Dividends.

     Power Delivery purchased electric energy and capacity and natural gas from
(b)  Conectiv Energy in the amount of $220 million for the nine months ended
     September 30, 2009.

     Includes depreciation and amortization expense of $294 million, consisting
(c)  of $242 million for Power Delivery, $29 million for Conectiv Energy, $13
     million for Pepco Energy Services, $1 million for Other Non-Regulated, and
     $9 million for Corporate & Other.

(d)  Includes $40 million ($24 million after-tax) gain related to settlement of
     Mirant bankruptcy claims.

     Includes $11 million after-tax state income tax benefit, net of fees,
(e)  related to a change in the tax reporting for the disposition of certain
     assets in prior years.




SEGMENT INFORMATION - Continued

               Nine Months Ended September 30, 2008

               (millions of dollars)

                              Competitive
                              Energy Segments

                                                 Pepco        Other

               Power            Conectiv         Energy       Non-              Corporate     PHI

               Delivery         Energy           Services     Regulated         & Other       Cons.
                                                                                (a)

Operating    $ 4,260          $ 2,395     (b)  $ 1,968      $ (73   )    (d)  $ (331  )     $ 8,219
Revenue

Operating      3,830     (b)    2,178            1,926        4                 (331  )       7,607
Expense (c)

Operating      430              217              42           (77   )           --            612
Income

Interest       11               2                2            3                 (2    )       16
Income

Interest       142              18               2            14                67            243
Expense

Other Income   10               --               2            (4    )           1             9
(Expense)

Preferred
Stock          --               --               --           2                 (2    )       --
Dividends

Income Tax
Expense        110              83               16           (25   )    (d)    (23   )       161
(Benefit)

Net Income     199              118              28           (69   )    (d)    (43   )       233
(Loss)

Total Assets   9,875            2,047            708          1,465             1,477         15,572

Construction $ 433            $ 90             $ 23         $ --              $ 15          $ 561
Expenditures




Notes:

     Includes unallocated Pepco Holdings' (parent company) capital costs, such
     as acquisition financing costs, and the depreciation and amortization
     expense related to purchase accounting adjustments for the fair value of
     Conectiv assets and liabilities as of the August 1, 2002 acquisition date.
(a)  Additionally, the Total Assets line item in this column includes Pepco
     Holdings' goodwill balance. Corporate & Other includes intercompany amounts
     of $(331) million for Operating Revenue, $(327) million for Operating
     Expense, $(43) million for Interest Income, $(40) million for Interest
     Expense, and $(2) million for Preferred Stock Dividends.

     Power Delivery purchased electric energy and capacity and natural gas from
(b)  Conectiv Energy in the amount of $298 million for the nine months ended
     September 30, 2008.

     Includes depreciation and amortization expense of $283 million, consisting
(c)  of $239 million for Power Delivery, $28 million for Conectiv Energy, $9
     million for Pepco Energy Services, $1 million for Other Non-Regulated, and
     $6 million for Corporate & Other.

     Included in operating revenue is a pre-tax charge of $124 million ($86
     million after-tax) related to the adjustment to the equity value of
(d)  cross-border energy lease investments, and included in income taxes is a $7
     million after-tax charge for the additional interest accrued on the related
     tax obligations.




PEPCO HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

                                  Three Months Ended    Nine Months Ended

                                  September 30,         September 30,

                                    2009       2008       2009       2008

                                    (millions of dollars, except per share data)

Operating Revenue

Power Delivery                    $ 1,428    $ 1,668    $ 3,895    $ 4,260

Competitive Energy                  1,099      1,379      3,196      4,036

Other                               12         13         33         (77   )

Total Operating Revenue             2,539      3,060      7,124      8,219

Operating Expenses

Fuel and purchased energy           1,784      2,124      5,162      5,774

Other services cost of sales        92         209        270        569

Other operation and maintenance     240        241        713        691

Depreciation and amortization       103        99         294        283

Other taxes                         101        100        282        273

Deferred electric service costs     (32   )    12         (116  )    20

Effect of settlement of Mirant      (26   )    -          (40   )    -
bankruptcy claims

Gain on sale of assets              -          -          -          (3    )

Total Operating Expenses            2,262      2,785      6,565      7,607

Operating Income                    277        275        559        612

Other Income (Expenses)

Interest and dividend income        -          4          3          16

Interest expense                    (93   )    (82   )    (279  )    (243  )

Gain (Loss) from equity             1          (1    )    2          (3    )
investments

Other income                        4          4          12         14

Other expenses                      -          (1    )    (1    )    (2    )

Total Other Expenses                (88   )    (76   )    (263  )    (218  )

Income Before Income Tax Expense    189        199        296        394

Income Tax Expense                  65         80         102        161

Net Income                          124        119        194        233

Retained Earnings at Beginning      1,222      1,198      1,271      1,193
of Period

Dividends Paid on Common Stock      (59   )    (54   )    (178  )    (163  )

Retained Earnings at End of       $ 1,287    $ 1,263    $ 1,287    $ 1,263
Period

Basic and Diluted Share
Information

Weighted average shares             221        202        220        201
outstanding

Earnings per share of common      $ .56      $ .59      $ .88      $ 1.16
stock




PEPCO HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

                                                  September 30,  December 31,
                                                  2009           2008

                                                  (millions of dollars)

ASSETS

CURRENT ASSETS

Cash and cash equivalents                         $ 20           $ 384

Restricted cash equivalents                         11             10

Accounts receivable, less allowance for
uncollectible accounts of $46 million and $37       1,184          1,392
million, respectively

Inventories                                         286            333

Derivative assets                                   62             98

Prepayments of income taxes                         365            294

Prepaid expenses and other                          111            87

Total Current Assets                                2,039          2,598

INVESTMENTS AND OTHER ASSETS

Goodwill                                            1,411          1,411

Regulatory assets                                   1,951          2,088

Investment in finance leases held in trust          1,376          1,335

Income taxes receivable                             128            23

Restricted cash equivalents                         4              108

Assets and accrued interest related to uncertain    12             32
tax positions

Derivative assets                                   27             9

Other                                               208            215

Total Investments and Other Assets                  5,117          5,221

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment                       13,476         12,926

Accumulated depreciation                            (4,802 )       (4,612 )

Net Property, Plant and Equipment                   8,674          8,314

TOTAL ASSETS                                      $ 15,830       $ 16,133




PEPCO HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

                                           September 30,  December 31,
                                           2009           2008

                                           (millions of dollars, except shares)

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term debt                            $ 493          $ 465

Current maturities of long-term debt and     534            85
project funding

Accounts payable and accrued liabilities     634            847

Capital lease obligations due within one     7              6
year

Taxes accrued                                58             62

Interest accrued                             93             71

Liabilities and accrued interest related     1              47
to uncertain tax positions

Derivative liabilities                       125            144

Other                                        289            275

Total Current Liabilities                    2,234          2,002

DEFERRED CREDITS

Regulatory liabilities                       662            893

Deferred income taxes, net                   2,505          2,269

Investment tax credits                       37             40

Pension benefit obligation                   399            626

Other postretirement benefit obligations     451            461

Income taxes payable                         1              8

Liabilities and accrued interest related     110            17
to uncertain tax positions

Derivative liabilities                       63             59

Other                                        155            184

Total Deferred Credits                       4,383          4,557

LONG-TERM LIABILITIES

Long-term debt                               4,470          4,859

Transition bonds issued by ACE Funding       378            401

Long-term project funding                    17             19

Capital lease obligations                    96             99

Total Long-Term Liabilities                  4,961          5,378

COMMITMENTS AND CONTINGENCIES

EQUITY

Common stock, $.01 par value, 400,000,000
shares authorized, 221,592,782 shares and    2              2
218,906,220 shares outstanding,
respectively

Premium on stock and other capital           3,215          3,179
contributions

Accumulated other comprehensive loss         (258   )       (262   )

Retained earnings                            1,287          1,271

Total Shareholders' Equity                   4,246          4,190

Noncontrolling interest                      6              6

Total Equity                                 4,252          4,196

TOTAL LIABILITIES AND EQUITY               $ 15,830       $ 16,133




POWER DELIVERY SALES AND OPERATING REVENUES

                                        Three Months Ended   Nine Months Ended
                                        September 30,        September 30,

Power Delivery Sales (GWh)                2009      2008       2009      2008

Regulated T&D Electric Sales

Residential                               4,997     5,165      13,219    13,324

Commercial and industrial                 8,653     8,826      23,965    24,783

Other                                     59        59         185       185

Total Regulated T&D Electric Sales        13,709    14,050     37,369    38,292

Default Electricity Supply Sales

Residential                               4,804     5,005      12,770    12,901

Commercial and industrial                 2,144     2,909      6,764     7,854

Other                                     23        22         71        72

Total Default Electricity Supply Sales    6,971     7,936      19,605    20,827

                                        Three Months Ended   Nine Months Ended
                                        September 30,        September 30,

Power Delivery Electric Operating
Revenue                                   2009      2008       2009      2008

(Millions of dollars)

Regulated T&D Electric Revenue

Residential                             $ 190     $ 193      $ 464     $ 460

Commercial and industrial                 229       228        611       598

Other                                     63        81         188       244

Total Regulated T&D Electric Revenue    $ 482     $ 502      $ 1,263   $ 1,302

Default Supply Revenue

Residential                             $ 619     $ 622      $ 1,519   $ 1,461

Commercial and industrial                 247       378        739       928

Other                                     35        96         121       269

Total Default Supply Revenue            $ 901     $ 1,096    $ 2,379   $ 2,658

Other Electric Revenue                  $ 17      $ 17       $ 54      $ 48

Total Electric Operating Revenue        $ 1,400   $ 1,615    $ 3,696   $ 4,008

                                        Three Months Ended   Nine Months Ended
                                        September 30,        September 30,

Power Delivery Gas Sales and Operating    2009      2008       2009      2008
Revenue

Regulated Gas Sales (Bcf)

Residential                               1         -          6         5

Commercial and industrial                 1         1          4         4

Transportation and other                  1         1          4         5

Total Regulated Gas Sales                 3         2          14        14

Regulated Gas Revenue (Millions of
dollars)

Residential                             $ 11      $ 9        $ 103     $ 86

Commercial and industrial                 7         7          60        54

Transportation and other                  2         2          6         6

Total Regulated Gas Revenue             $ 20      $ 18       $ 169     $ 146

Other Gas Revenue                       $ 8       $ 35       $ 30      $ 106

Total Gas Operating Revenue             $ 28      $ 53       $ 199     $ 252

Total Power Delivery Operating Revenue  $ 1,428   $ 1,668    $ 3,895   $ 4,260




WEATHER DATA - CONSOLIDATED ELECTRIC SERVICE TERRITORY

                                       Three Months Ended  Nine Months Ended

                                       September 30,       September 30,

                                       2009  2008          2009   2008

Heating Degree Days                    20    12            2,866  2,498

20 Year Average                        33    34            2,728  2,765

Percentage Difference from Average     -39%  -65%          5%     -10%

Percentage Difference from Prior Year  67%                 15%

Cooling Degree Days                    894   1,009         1,240  1,426

20 Year Average                        922   923           1,278  1,271

Percentage Difference from Average     -3%   9%            -3%    12%

Percentage Difference from Prior Year  -11%                -13%




CONECTIV ENERGY

                 Quarter Ended:

                 September 30,  June 30,   March    December 30,  September 30,
                                           31,

                 2009           2009       2008     2008          2008

Gigawatt Hour
Supply (GWh)

Base-Load (1)      99             107        304      340           437

Mid-Merit
(Combined Cycle)   1,231          374        309      344           1,318
(2)

Mid-Merit (Oil     11             (3    )    34       9             -
Fired) (3)

Peaking            22             6          2        3             31

Tolled             186            126        180      16            65
Generation

Generation         1,549          610        829      712           1,851
Output

Load Service       1,503          1,485      2,010    2,454         2,907
Volume (4)

Around-the-clock
Market Prices    $ 35.89        $ 35.35    $ 54.89  $ 56.45       $ 89.62
($/MWh) PJM -
East (5)

On Peak Market
Prices ($/MWh)   $ 43.70        $ 40.68    $ 60.81  $ 65.72       $ 107.66
PJM - East (5)

Gas Price - M3
(Market Area)    $ 3.41         $ 4.04     $ 6.28   $ 7.37        $ 9.71
($/MMBtu) (5)

Average Power
Sales Price
($/MWh) (6)

Generation       $ 44.21        $ 41.34    $ 71.91  $ 70.93       $ 117.50

Other            $ 88.52        $ 83.38    $ 88.60  $ 93.40       $ 101.70

Merchant
Generation and
Load Service
Gross Margin Key
Drivers ($
millions)

Physical Energy
and Ancillary    $ 15           $ (9    )  $ 4      $ 7           $ 59
Services

Fuel & Power
Hedges of        $ (24   )      $ (6    )  $ 3      $ (5    )     $ 21
Generation
Activities (7)

PJM Capacity
Margin for       $ 60           $ 44       $ 35     $ 35          $ 37
Generation
Activities

Load Service and $ 23           $ (11   )  $ 1      $ 4           $ (4     )
Load Hedges




Notes:

(1)  Edge Moor Units 3 and 4 and Deepwater Unit 6.

(2)  Hay Road and Bethlehem, all units.

     Edge Moor Unit 5 and Deepwater Unit 1. Generation output for these units
(3)  was negative for the three months ended June 30, 2009 because of station
     service consumption.

(4)  Includes all default electricity supply sales.

(5)  Daily average.

     Calculated from data reported in Conectiv Energy's Electric Quarterly
(6)  Report filed with the FERC; does not include capacity or ancillary services
     revenue. Prices may differ from those originally reported in prior periods
     due to normal load true-ups requiring EQR filing amendments.

(7)  Financial contracts used to economically hedge fuel inputs and power
     output.




CONECTIV ENERGY - (continued)

Operating Summary

(Millions of dollars)

                                    Three Months Ended     Six Months Ended

                                    September 30,          September 30,

                                    2009          2008     2009          2008

Gigawatt Hour Supply (GWh)

Generation Output                     1,549  (3)    1,851    2,988  (3)    3,894

Load Service Volumes                  1,503  (4)    2,907    4,997  (4)    8,176

Operating Revenue:

Merchant Generation and Load        $ 459         $ 442    $ 1,170       $ 1,436
Service (1)

Energy Marketing (2)                  122           341      455           959

Total                                 581           783      1,625         2,395

Cost of Goods Sold:

Merchant Generation and Load          385           329      1,035         1,123
Service (1)

Energy Marketing (2)                  115           324      421           919

Total                                 500           653      1,456         2,042

Gross Margin:

Merchant Generation and Load          74     (5)    113      135    (5)    313
Service (1)

Energy Marketing (2)                  7      (6)    17       34     (6)    40

Total                                 81            130      169           353

Operating and Maintenance Expenses    28     (7)    30       98     (7)    105

Depreciation                          10            10       29            28

Taxes Other Than Income Taxes         1             1        3             3

Other Operating Expenses              -             -        1             -

Total                                 39            41       131           136

Operating (Loss) Income             $ 42          $ 89     $ 38          $ 217




Notes:

     Merchant Generation and Load Service consists primarily of electric power,
     capacity, and ancillary services sales from Conectiv Energy's generating
     plants; tolling arrangements entered into to sell energy and other products
     from Conectiv Energy's generating plants and entered into to purchase
     energy and other products from other companies' generating plants; hedges
(1)  of power, capacity, fuel and load; the sale of excess fuel (primarily
     natural gas) and emission allowances; electric power, capacity, and
     ancillary services sales pursuant to competitively bid contracts entered
     into with affiliated and non-affiliated companies to fulfill their default
     electricity supply obligations; and fuel switching activities made possible
     by the multi-fuel capabilities of some of Conectiv Energy's generating
     plants.

     Energy Marketing consists primarily of power origination, which primarily
     represents the fixed margin component of structured power transactions such
(2)  as default electricity supply service, wholesale natural gas marketing,
     fuel oil marketing, and the activities of the short-term power desk which
     generates margin by identifying and capturing price differences between
     power pools, and locational and timing differences within a power pool.

     Lower generating plant output during 2009 compared to 2008 was primarily
     due to decreased demand for electricity related to the economic recession
(3)  and mild weather. Coal generation experienced the sharpest decline because
     low natural gas prices caused more flexible natural gas units to replace
     coal generation in the dispatch order.

     Lower load service volumes during 2009 compared to 2008 was primarily due
(4)  to the expiration of certain load service contracts and the decreased
     demand for electricity related to the economic recession, and mild weather
     during the summer of 2009.

     Lower Merchant Generation and Load Service gross margins during 2009
     compared to 2008 were driven by lower generation output, lower spark
(5)  spreads and dark spreads, and decreased mark-to-market and settled gains on
     derivative instruments, primarily natural gas and coal; partially offset by
     higher capacity prices.

(6)  Lower Energy Marketing gross margins during 2009 compared to 2008 were
     primarily due to lower power and natural gas sales and margins.

     Lower Operating and Maintenance Expenses in 2009 compared to 2008 were
(7)  primarily due to postponed plant maintenance projects because of lower
     run-time, the elimination of incentive accruals, and other cost-saving
     measures.




PEPCO ENERGY SERVICES

Operating Summary

                               Three Months Ended     Nine Months Ended

(millions of dollars)          September 30,          September 30,

                               2009          2008     2009           2008

Retail Electric Sales (GWh)    4,619         5,614    14,007         15,205

Operating Revenue            $ 611         $ 716    $ 1,828        $ 1,968

Cost of Goods Sold             555           686      1,674          1,852

Gross Margin                   56            30       154            116

Gross Margin Detail:

Retail Energy Supply (1)       42     (2)    14       113     (3)    72

Energy Services                14            16       41             44

Total                          56            30       154            116

Operation and Maintenance      24            22       68             62
Expenses

Depreciation                   4             4        13             10

Other Taxes                    1             1        2              2

Operating Expenses             29            27       83             74

Operating Income             $ 27          $ 3      $ 71           $ 42




Notes:

(1)  Includes power generation.

     Retail Energy Supply gross margin increased due to lower electric and gas
(2)  supply costs, lower losses on energy derivative contracts, lower RPM
     capacity charges, and higher RPM capacity revenues.

(3)  Retail Energy Supply gross margin increased due to lower electric supply
     costs.




    Source: Pepco Holdings, Inc.


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