Related Party Transactions

9 Months Ended

Sep. 30, 2011

Potomac Electric Power Co [Member]

Related Party Transactions

(11) RELATED PARTY TRANSACTIONS

PHI Service Company provides various administrative and professional services to PHI and its regulated and unregulated subsidiaries, including Pepco. The cost of these services is allocated in accordance with cost allocation methodologies set forth in the service agreement using a variety of factors, including the subsidiaries' share of employees, operating expenses, assets, and other cost causal methods. These intercompany transactions are eliminated by PHI in consolidation and no profit results from these transactions at PHI. PHI Service Company costs directly charged or allocated to Pepco for the three months ended September 30, 2011 and 2010 were approximately $47 million and $51 million, respectively. PHI Service Company costs directly charged or allocated to Pepco for the nine months ended September 30, 2011 and 2010 were approximately $133 million and $137 million, respectively.

Certain subsidiaries of Pepco Energy Services, Inc. (collectively with its subsidiaries, Pepco Energy Services) perform utility maintenance services, including services that are treated as capital costs, for Pepco. Amounts charged to Pepco by these companies for the three months ended September 30, 2011 and 2010 were approximately $6 million and $3 million, respectively. Amounts charged to Pepco by these companies for the nine months ended September 30, 2011 and 2010 were approximately $14 million and $6 million, respectively.

As of September 30, 2011 and December 31, 2010, Pepco had the following balances on its Balance Sheets due to related parties:

	September 30, 2011			December 31, 2010
Asset (Liability)	(millions of dollars)
Payable to Related Party (current) (a)
PHI Service Company	$	(23	)	$	(27	)
Pepco Energy Services (b)		(46	)		(48	)
Total	$	(69	)	$	(75	)
Money Pool Balance with Pepco Holdings (included in Cash and cash equivalents)	$	62		$	82

(a) These amounts are included in Accounts payable due to associated companies on the Balance Sheet.

(b) Pepco bills customers on behalf of Pepco Energy Services where customers have selected Pepco Energy Services as their alternative energy supplier or where Pepco Energy Services has performed work for certain government agencies under a General Services Administration area-wide agreement.

Delmarva Power & Light Co/De [Member]

Related Party Transactions

(13) RELATED PARTY TRANSACTIONS

PHI Service Company provides various administrative and professional services to PHI and its regulated and unregulated subsidiaries, including DPL. The cost of these services is allocated in accordance with cost allocation methodologies set forth in the service agreement using a variety of factors, including the subsidiaries' share of employees, operating expenses, assets, and other cost causal methods. These intercompany transactions are eliminated by PHI in consolidation and no profit results from these transactions at PHI. PHI Service Company costs directly charged or allocated to DPL for the three months ended September 30, 2011 and 2010 were approximately $35 million and $38 million, respectively. PHI Service Company costs directly charged or allocated to DPL for the nine months ended September 30, 2011 and 2010 were approximately $97 million and $103 million, respectively.

In addition to the PHI Service Company charges described above, DPL's financial statements include the following related party transactions in its Statements of Income:

Income (Expenses)	Three Months  Ended September 30,					Nine Months  Ended September 30,
	2011		2010			2011		2010
	(millions of dollars)
Purchased power under Default Electricity Supply contracts with Conectiv Energy Supply, Inc. (CESI) (a) (b)	$	—	$	(37	)	$	1	$	(76	)
Intercompany lease transactions (c)		1		1			3		5

(a) Included in purchased energy expense.

(b) During 2010, PHI disposed of its Conectiv Energy segment and a third party assumed CESI's responsibilities under these contracts.

(c) Included in electric revenue.

As of September 30, 2011 and December 31, 2010, DPL had the following balances on its Balance Sheets due (to) from related parties:

(Liability) Asset	September 30, 2011			December 31, 2010
	(millions of dollars)
(Payable to) Receivable from Related Party (a)
PHI Service Company	$	(19	)	$	(19	)
Conectiv Energy Supply, Inc.		—			(13	)
Pepco Energy Services Inc. (b)		(1	)		(2	)
Total	$	(20	)	$	(34	)
Money Pool Balance with Pepco Holdings (included in cash and cash equivalents)	$	10		$	63

(a) These amounts are included in Accounts payable due to associated companies on the Balance Sheets.

(b) DPL bills customers on behalf of Pepco Energy Services where customers have selected Pepco Energy Services as their alternative energy supplier.

Atlantic City Electric Co [Member]

Related Party Transactions

(12) RELATED PARTY TRANSACTIONS

PHI Service Company provides various administrative and professional services to PHI and its regulated and unregulated subsidiaries, including ACE. The cost of these services is allocated in accordance with cost allocation methodologies set forth in the service agreement using a variety of factors, including the subsidiaries' share of employees, operating expenses, assets, and other cost causal methods. These intercompany transactions are eliminated by PHI in consolidation and no profit results from these transactions at PHI. PHI Service Company costs directly charged or allocated to ACE for the three months ended September 30, 2011 and 2010 were approximately $27 million and $28 million, respectively. PHI Service Company costs directly charged or allocated to ACE for the nine months ended September 30, 2011 and 2010 were approximately $75 million and $73 million, respectively.

In addition to the PHI Service Company charges described above, ACE's financial statements include the following related party transactions in the Consolidated Statements of Income:

	Three Months  Ended September 30,						Nine Months  Ended September 30,
Income (Expense)	2011			2010			2011			2010
	(millions of dollars)
Purchased power under Default Electricity Supply contracts with Conectiv Energy Supply, Inc. (CESI) (a) (b)	$	—		$	(61	)	$	—		$	(141	)
Meter reading services provided by Millennium Account Services LLC (c)		(1	)		(1	)		(3	)		(3	)
Intercompany lease transactions (c)		—			—			(1	)		(1	)
Intercompany use revenue (d)		1			1			2			2

(a) Included in purchased energy expense.

(b) During 2010, PHI disposed of its Conectiv Energy segment and a third party assumed CESI's responsibilities under these contracts.

(c) Included in other operation and maintenance expense.

(d) Included in operating revenue.

As of September 30, 2011 and December 31, 2010, ACE had the following balances on its Consolidated Balance Sheets due to related parties:

Liability	September 30, 2011			December 31, 2010
	(millions of dollars)
Payable to Related Party (current) (a)
PHI Service Company	$	(13	)	$	(13	)
CESI		—			(14	)
Other		(2	)		(2	)
Total	$	(15	)	$	(29	)

(a) These amounts are included in Accounts payable due to associated companies on the Consolidated Balance Sheets.

During the third quarter of 2011, PHI made a $60 million capital contribution to ACE.