-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RGj3fT0iDYB0Apzk0RFgOqONANgmJ8AM+OxHAeNXZeAsFBXwOQvBwoUqHQq8z7Yh U4UdSAZWqlGQai+llr6Nmg== 0000893220-01-500118.txt : 20010502 0000893220-01-500118.hdr.sgml : 20010502 ACCESSION NUMBER: 0000893220-01-500118 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 19 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONECTIV CENTRAL INDEX KEY: 0001029590 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 510377417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U5S SEC ACT: SEC FILE NUMBER: 001-13895 FILM NUMBER: 1617786 BUSINESS ADDRESS: STREET 1: 800 KING ST STREET 2: P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 BUSINESS PHONE: 3024293114 MAIL ADDRESS: STREET 1: 800 KING ST STREET 2: P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 U5S 1 w46991u5s.txt FORM U5S CONECTIV 1 CONECTIV FORM U5S ANNUAL REPORT TO SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR 2000 2 TABLE OF CONTENTS
ITEM PAGE REF. - ---- --------- 1 System Companies and Investments Therein as of December 31, 2000 1 2 Acquisitions or Sales of Utility Assets 2 3 Issue, Sale, Pledge, Guarantee or Assumption of System Securities 3 4 Acquisition, Redemption or Retirement of System Securities 4 5 Investments in Securities of Nonsystem Companies 5 6 Officers and Directors 6 7 Contributions and Public Relations 26 8 Service, Sales and Construction Contracts 27 9 Wholesale Generators and Foreign Utility Companies 27 10 Financial Statements and Exhibits 28 Consolidating Financial Statements F-1 to F-4 Signature of Registrant's Officer 29 Exhibits: SEC Act of 1934 Reports A Corporate Organization & By-Laws B Indentures or Contracts C Tax Allocation Agreement D Other Documents Prescribed by Rule or Order E Report of Independent Public Accountants F Financial Data Tables G Organizational Chart of Exempt Wholesale Generators or Foreign Utility Holding Companies H Financial Statements Regarding Exempt Wholesale Generators or Foreign Utility Holding Companies I
3 ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2000
NUMBER OF COMMON % OF OWNER'S SHARES VOTING ISSUER BOOK BOOK VALUE NAME OF COMPANY OWNED POWER VALUE ($000) ($000) - ---------------------------------------------------------------------------------------------------------------------------------- CONECTIV (Conectiv or Company) (a) Atlantic City Electric Company (ACE) 18,320,937 100 580,119 580,119 Atlantic Capital I (ACE Capital I) N/A 100 2,165 2,165 Atlantic Capital II (ACE Capital II) N/A 100 773 773 Atlantic Generation, Inc. (AGI) (b) 100 100 6,584 6,584 Binghamton General, Inc. (BING GEN) 100 100 230 230 Binghamton Limited, Inc. (BING LTD) 100 100 475 475 Pedrick General., Inc. (PED GEN) 100 100 10,372 10,372 Vineland General, Inc. (VINE GEN) 100 100 440 440 Vineland Limited, Inc. (VINE LTD) 100 100 4,339 4,339 Atlantic Southern Properties, Inc. (ASP) 100 100 426 426 Conectiv Communications, Inc. (CCI) 1,000 100 (36,028) (36,028) Conectiv Communications of Virginia, Inc.(CCV) 1,000 100 (5) (5) Conectiv Energy Holding Company (CEH) 1,000 100 481,694 481,694 ACE REIT, Inc. (ACE REIT) 1,000 100 92,719 92,719 Conectiv Atlantic Generation, L.L.C. (CAG) N/A 100 92,606 92,606 Conectiv Energy Supply, Inc. (CESI) 1,000 100 56,477 56,477 Conectiv Operating Services Company (COSC) 1,000 100 10,134 10,134 Conectiv Delmarva Generation, Inc. (CDG) 1,000 100 332,498 332,498 Conectiv Mid-Merit, Inc. (CMM) 1,000 100 (2,049) (2,049) Energy Systems North East, L.L.C.* N/A 50 - - Conectiv Properties and Investments, Inc. (CPI) (c) 1,000 100 34,861 34,861 DCI I, Inc. (DCI I) 1,000 100 (6,729) (6,729) DCI II, Inc. (DCI II) 1,000 100 8,094 8,094 DCTC-Burney, Inc. (Burney) (d) 1,000 100 10,483 10,483 Conectiv Resource Partners, Inc. (CRP) 1,000 100 (228) (228) Conectiv Solutions, LLC (Solutions) (e) N/A 100 45,957 45,957 ATE Investment, Inc. (ATE) (f) 100 100 32,227 32,227 King Street Assurance Ltd. (KSA) (g) 120,000 100 80,192 80,192 VitalServicesHome.com, L.L.C. (Vital Services) N/A 38.5254 2,000 2,000 Millenium Account Services, LLC (MAS) N/A 50 772 772 Conectiv Services II, Inc. (CSI) 1,000 100 33,860 33,860 Conectiv Plumbing LLC (Plumbing) 1,000 100 5,876 5,876 Conectiv Thermal Systems, Inc. (CTS) 100 100 2,394 2,394 Atlantic Jersey Thermal Systems, Inc. (AJTS) 100 100 102 102 ATS Operating Services, Inc. (ATS) 50 100 - - Thermal Energy Limited Partnership (TELP) N/A 100 5,134 5,134 Delmarva Power & Light Company (Delmarva or DPL) 1,000 100 470,480 470,480 Delmarva Financing I (DPL Financing) N/A 100 2,165 2,165 Enerval, L.L.C. (Enerval) N/A 100 - - DCI-Burney Holding, Inc.* N/A N/A - - Haymoor, Inc. (h) (47) (47) Conectiv Energy, Inc. 99,494 99,494
* Inactive company (1) 4 ITEM 1. Continued. NOTES ($ in Thousands): (a) Conectiv owns 106,811 shares of common stock of SciQuest, a corporation that helps pharmaceutical companies manage reagent and compound inventories. As of December 31, 2000, the book value was $140. Conectiv also owns an approximate 1.5% limited partnership interest in Tech Leaders II, a Delaware limited partnership that invests in energy and technology companies. As of December 31, 2000, the book value was $1,184. In addition, Conectiv owns 89,837 shares of Internet Capital Group, a Delaware corporation involved in internet commerce. As of December 31, 2000, the book value was $295. (b) AGI owns a 4.9% limited partnership interest in Energy Investors Fund III, L.P. (Project Finance Fund), a Delaware limited partnership that invests in independent power production facilities. As of December 31, 2000, the book value was $3,260. (c) CPI holds a 4.7% limited partnership interest in Luz Solar Partners, Ltd. IV which owns a solar powered generating station. The book value as of December 31, 2000, was $1,337. CPI owns a 27.5% limited partnership interest in UAH-Hydro Kennebec, L.P., a New York limited partnership which owns a hydro-electric project. The book value as of December 31, 2000, was $2,090. (d) Forest Products, L.P. is a Delaware limited partnership in which Burney is the sole 1% general partner, and which is a general partner in Burney Forest Products, A Joint Venture ("BFP"). BFP is a California general partnership, which is owned by Burney and Forest Products, L.P. The partnership owns a wood-burning qualifying facility in Burney, CA. Burney's total direct and indirect ownership interest is 45%. The book value as of December 31, 2000, was $2,218. (e) Solutions holds a 50% interest in MAS, a Delaware limited liability company formed to provide meter reading services in southern New Jersey. The book value as of December 31, 2000 was $772. (f) ATE owns 160 shares of common stock of Black Light Power, Inc., a development stage company that is engaged in hydrogen based energy production. As of December 31, 2000, the book value was $240. (g) KSA owns a 94% limited partnership interest in EnerTech Capital Partners L.P., a limited partnership that invests in and supports a variety of energy technology growth companies. The book value as of December 31, 2000 was $34,228. At December 31, 2000, KSA held an approximate 11% limited partnership interest in EnerTech Capital Partners II L.P., a limited partnership that invests in and supports a variety of energy technology growth companies. The book value as of December 31, 2000 was $4,327. As of December 31, 2000, KSA owned 291,584 shares of Pacwest, a California corporation involved in the telecommunications industry. (h) Haymoor is a third-party intermediary established to hold ownership of certain fossil-fuel generation plants formerly owned by DPL pending a like-kind exchange transaction for certain mid-merit generation facilities currently under construction. The transaction is more fully described in File No. 70-9655. ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS None. (2) 5 ITEM 3. ISSUES, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES DURING 2000
PRINCIPAL AMOUNT OR STATED VALUE ----------------------- NAME OF COMPANY PLEDGED, NAME OF ISSUER ISSUING, SELLING, PLEDGING ISSUED AND GUARANTEED, AND GUARANTEEING, OR SOLD OR ASSUMED DATE OF PROCEEDS COMMISSION TITLE OF ISSUE ASSUMING SECURITIES ($000) ($000) TRANSACTION ($000) AUTHORIZATION -------------- -------------------------- ---------- ----------- ----------- -------- ------------- DPL Exempt Facilities Refunding Revenue Bonds DPL 11,150 7/7/00 11,150 Rule 52 Exempt Facilities Refunding Revenue Bonds DPL 27,750 7/7/00 27,750 Rule 52 Pollution Control Refunding Revenue Bonds DPL 15,000 7/7/00 15,000 Rule 52 Pollution Control Refunding Revenue Bonds DPL 16,240 7/7/00 16,240 Rule 52 AGI Money Pool Advance AGI 11,952 12/31/00 11,952 Rule 58 CTS Money Pool Advance CTS 94,477 12/31/00 94,477 Rule 58 ACE Commercial Paper ACE 2,300 2/1/00 2,300 Rule 52 CESI Money Pool Advance CESI 21,048 12/31/00 21,048 Rule 58 Various Surety Bonds Various 84,000 Various n/a Rule 45
The above do not include guarantees of system companies which 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 Conectiv System Money Pool advances which are subject to quarterly reporting on Form U-6B-2. (3) 6 ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES DURING 2000
PRINCIPAL AMOUNT COMPANY ACQUIRING REDEEMED AND EXTINGUISHMENT (E) NAME OF ISSUER AND REDEEMING OR RETIRED DATE OF CONSIDERATION OR HELD FOR FURTHER COMMISSION TITLE OF ISSUE RETIRING SECURITIES ($000) TRANSACTION ($000) DISPOSITION (D) AUTHORIZATION -------------- ------------------- ------------ ----------- ------------- ------------------- ------------- 7.30% Tax Exempt DPL 11,170 9/1/00 11,393 E Rule 42 7.60% Tax Exempt DPL 18,760 9/1/00 19,135 E Rule 42 7.60% Tax Exempt DPL 16,240 9/1/00 16,565 E Rule 42 7.30% Tax Exempt DPL 15,000 9/1/00 15,300 E Rule 42 7.50% Tax Exempt DPL 9,000 10/1/00 9,135 E Rule 42 6.95% First Mortgage Bonds DPL 1,445 6/1/00 1,445 E Rule 42 7.25% Tax Exempt DPL 50 12/1/00 50 E Rule 42 6.81% Medium Term Notes ACE 5,000 1/26/00 5,000 E Rule 42 6.82% Medium Term Notes ACE 13,000 1/26/00 13,000 E Rule 42 6.83% Medium Term Notes ACE 5,000 1/26/00 5,000 E Rule 42 6.84% Medium Term Notes ACE 18,000 1/26/00 18,000 E Rule 42 6.81% Medium Term Notes ACE 5,000 1/27/00 5,000 E Rule 42 6.375% Pollution Control Bonds ACE 75 12/1/00 75 E Rule 42
COMPANY ACQUIRING EXTINGUISHMENT (E) NAME OF ISSUER AND REDEEMING OR SHARES DATE OF CONSIDERATION OR HELD FOR FURTHER COMMISSION TITLE OF ISSUE RETIRING SECURITIES ACQUIRED TRANSACTION ($000) DISPOSITION (D) AUTHORIZATION - ------------------ ------------------- ---------- ----------- ------------- ------------------- ------------- Common Stock Conectiv 3,411,100 Various 54,514 E Rule 42
(4) 7 ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES The aggregate amount of investments at December 31, 2000, in persons operating in the system's retail area are shown below. Please refer to the footnotes to Item 1 for a description of other investments in nonsystem companies.
AGGREGATE AMOUNT OF INVESTMENTS NUMBER OF NAME OF IN PERSONS (ENTITIES) OPERATING IN PERSONS DESCRIPTION OF SYSTEM COMPANY RETAIL SERVICE AREA OF OWNER ($000) (ENTITIES) PERSONS OR ENTITIES - -------------- ---------------------------------- ---------- ------------------- ACE (1) (2) (2) Retail Company Securities DPL (1) (2) (2) Retail Company Securities
(1) All of DPL's and ACE's investments in securities represent bankruptcy distributions applicable to obligations of customers incurred in the ordinary course of business (2) All remaining shares held by ACE and DPL are considered worthless. (5) 8 ITEM 6. OFFICERS AND DIRECTORS Part I. Names, principal business address and positions held as of December 31, 2000 The names and positions held as of December 31, 2000 of the officers and directors of System companies is presented in the tables on the pages that follow. The principal business address of each officer and director is: 800 King Street Wilmington, Delaware 19899 The symbols used to indicate the positions held by officers and directors are shown in the position symbol key as follows: POSITION KEY CODE ----------------- AS - Assistant Secretary AT - Assistant Treasurer C - Controller CB - Chairman of the Board CEO - Chief Executive Officer CFO - Chief Financial Officer COO - Chief Operating Officer D - Director EVP - Executive Vice President GC - General Counsel GM -General Manager P - President S - Secretary SVP - Senior Vice President T - Treasurer VP - Vice President (6) 9 Item 6, Part 1 Continued
ACE REIT ATE ACE AGI AJTS ASP ATS BING GEN BING LTD CONECTIV CAG Arturo F. Agra VP,AT,AS VP,AT,AS VP,AT,AS VP,AT,AS VP,AT,AS VP,AT,AS John Bagnell AS Larry J. Bainter VP Frank Balotti D David Blake VP Roberta S. Brown VP VP Robert D. Burris D Donald E. Cain VP Robert W. Carr VP Skip M. Castaldi VP Peter F. Clark S,D S,D S,GC S,D S,D S,D S,D S,D S,D VP,GC S,D Nina J. Clements AS AS AS AS AS AS AS AS AS AS AS Howard E. Cosgrove CB,CEO,D CB,CEO,D CB,D CB,CEO,D CB,CEO,D CB,CEO,P,D CB,CEO,D CB,CEO,D CB,CEO,D CB,CEO,D CB,CEO,D Diana C. DeAngelis AS AS AS AS AS AS AS AS AS AS AS Audrey K. Doberstein D David J. Doyle Stacey L. Evans Robert H. Fiedler VP VP
(7) 10 Item 6, Part 1 Continued
CCI CCV CDG CEH CESI CMM COSC CPI CRP CSI Arturo F. Agra VP,AT,AS VP,AT VP,AT,AS John Bagnell Larry J. Bainter Frank Balotti David Blake VP Roberta S. Brown VP Robert D. Burris Donald E. Cain VP Robert W. Carr VP VP Skip M. Castaldi Peter F. Clark S,D S,D S,D S,D S,D S,D S,D S,D S S,D Nina J. Clements AS AS AS AS AS AS AS AS AS AS Howard E. Cosgrove CB,CEO,D CB,CEO,D CB,CEO,D CB,CEO,D CB,CEO,D CB,CEO,D CB,CEO,D CB,CEO,P,D CB,CEO,P,D CB,CEO,D Diana C. DeAngelis AS AS AS AS AS AS AS AS AS AS Audrey K. Doberstein David J. Doyle Stacey L. Evans AS Robert H. Fiedler
(8) 11 Item 6, Part 1 Continued
SOLUTIONS CTS DCI I DCI II BURNEY DPL KSA PED GEN VIN GEN VIN LTD Arturo F. Agra VP,AT,AS VP,AT,AS VP,AT,AS VP,AT,AS VP,AT,AS VP,AT,AS John Bagnell Larry J. Bainter VP VP Frank Balotti David Blake Roberta S. Brown VP Robert D. Burris Donald E. Cain Robert W. Carr VP,GM,COO Skip M. Castaldi Peter F. Clark S,D S,D S,D S,D S,D S,GC AS,D S,D S,D S,D Nina J. Clements AS AS AS AS AS AS AS AS AS Howard E. Cosgrove CB,CEO,D CB,CEO,D CB,CEO,P,D CB,CEO,P,D CB,CEO,D CB,CEO,P,D CB,CEO,P,D CB,CEO,D CB,CEO,D CB,CEO,D Diana C. DeAngelis AS AS AS AS AS AS AS AS AS AS Audrey K. Doberstein David J. Doyle D Stacey L. Evans Robert H. Fiedler VP
(9) 12 Item 6, Part 1 Continued
ACE REIT ATE ACE AGI AJTS ASP ATS BING GEN BING LTD CONECTIV CAG Sarah I. Gore D Barbara S. Graham SVP SVP D SVP SVP SVP SVP SVP SVP SVP SVP Hudson P. Hoen III VP Cyrus H. Holley D Charles B. Houghton David F. Hughes George C. Hunt James B. Jacoby Donna Johns AT,AS Donna Kinzel AT AT Albert F. Kirby John. W. Land VP VP VP James P. Lavin C C C C C C C C C C C George F. MacCormick D James M. MacDonald Charles A. Mannix J. David McCann VP VP Richard B. McGlynn D Bernard J. Morgan D Dean Musser I.S. Outerbridge
(10) 13 Item 6, Part 1 Continued
CCI CCV CDG CEH CESI CMM COSC CPI CRP CSI Sarah I. Gore Barbara S. Graham SVP SVP SVP SVP SVP SVP SVP SVP SVP,D SVP Hudson P. Hoen III Cyrus H. Holley Charles B. Houghton VP VP David F. Hughes VP George C. Hunt James B. Jacoby GM Donna Johns AT,AS AT,AS Donna Kinzel AT Albert F. Kirby VP VP John. W. Land VP VP James P. Lavin C C C C C C C C C C George F. MacCormick James M. MacDonald Charles A. Mannix J. David McCann Richard B. McGlynn Bernard J. Morgan Dean Musser I.S. Outerbridge
(11) 14 Item 6, Part 1 Continued
SOLUTIONS CTS DCI I DCI II BURNEY DPL KSA PED GEN VIN GEN VIN LTD Sarah I. Gore Barbara S. Graham SVP SVP SVP SVP,D SVP SVP,D SVP SVP SVP SVP Hudson P. Hoen III VP Cyrus H. Holley Charles B. Houghton David F. Hughes George C. Hunt VP James B. Jacoby Donna Johns Donna Kinzel AT Albert F. Kirby John. W. Land VP James P. Lavin C C C C C C C C C C George F. MacCormick James M. MacDonald D (alt.) Charles A. Mannix VP J. David McCann Richard B. McGlynn Bernard J. Morgan AS Dean Musser VP I.S. Outerbridge S
(12) 15 Item 6, Part 1 Continued
ACE REIT ATE ACE AGI AJTS ASP ATS BING GEN BING LTD CONECTIV CAG Michael J. Ratchford VP Philip S. Reese VP,T VP,T VP,T VP,T VP,T VP,T VP,T VP,T VP,T VP,T VP,T Joseph M. Rigby P SVP Mark J. Schaefer Lonnie C. Scott VP VP Susan S. Seipel Thomas E. Shaw P P D P P P P P P,COO P Janet L. Shorter William H. Spence VP SVP Leslie Thomas-Dawson Louis A. Tonelli Eileen K. Unger John C. van Roden Jr. SVP,CFO,D SVP,CFO,D CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO SVP,CFO,D Mack J. Wathen AS,AT James C. Weller VP VP VP VP Nathan L. Wilson AS M. Howard Yourinson
(13) 16 Item 6, Part 1 Continued
CCI CCV CDG CEH CESI CMM COSC CPI CRP CSI Michael J. Ratchford Philip S. Reese VP,T VP,T VP,T VP,T VP,T VP,T VP,T VP,T VP,T VP,T Joseph M. Rigby Mark J. Schaefer Lonnie C. Scott VP Susan S. Seipel Thomas E. Shaw P P P P P EVP,D Janet L. Shorter William H. Spence VP VP VP Leslie Thomas-Dawson Louis A. Tonelli AT Eileen K. Unger John C. van Roden Jr. SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D Mack J. Wathen James C. Weller VP VP Nathan L. Wilson AS M. Howard Yourinson
(14) 17 Item 6, Part 1 Continued
SOLUTIONS CTS DCI I DCI II BURNEY DPL KSA PED GEN VIN GEN VIN LTD Michael J. Ratchford Philip S. Reese VP,T VP,T VP,T VP,T VP,T VP,T T VP,T VP,T VP,T Joseph M. Rigby VP Mark J. Schaefer VP Lonnie C. Scott VP Susan S. Seipel VP,D Thomas E. Shaw P P P EVP,D P P P Janet L. Shorter AS William H. Spence VP Leslie Thomas-Dawson AS,D Louis A. Tonelli Eileen K. Unger VP John C. van Roden Jr. SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D Mack J. Wathen AT,AS James C. Weller VP VP VP VP VP Nathan L. Wilson AS M. Howard Yourinson VP
(15) 18 ITEM 6. OFFICERS AND DIRECTORS (Continued) PART II. FINANCIAL CONNECTIONS OF DIRECTORS AND EXECUTIVE OFFICERS AS OF DECEMBER 31, 2000 See Item 6, Part III (a) below. ITEM 6, PART III (a). COMPENSATION OF DIRECTORS AND OFFICERS DIRECTOR'S COMPENSATION Director compensation was set by the Conectiv Board on March 1, 1998, at the time of the merger by which Delmarva and Atlantic Energy, Inc. became subsidiaries of Conectiv. In 2000, Directors who were not officers of Conectiv received an annual retainer of $20,000; $1,000 for each Conectiv Board or committee meeting attended in person; and $500 for each Conectiv Board of committee meeting attended by teleconference. Committee Chairs (other than Mr. Cosgrove as Chair of the Executive Committee) also receive an annual retainer of $2,500. Directors may defer any part of their compensation into record-keeping accounts of stock equivalent units at a 20% discount. These accounts earn at the rate of the Conectiv common stock dividend. EXECUTIVE COMPENSATION The following table shows information regarding the compensation earned during the last three years by the Company's Chief Executive Officer and by the Company's other four most highly compensated executive officers for the fiscal year ending December 31, 2000. TABLE 1 -- SUMMARY COMPENSATION TABLE
Long Term Compensation --------------------------------- Annual Compensation Awards Payouts ------------------------------------- --------------------------------- Restricted Variable Stock Securities LTIP All Other Name and Principal Year Compensation Other Annual Awards Underlying Payouts Compensation Position (7) (1) Salary (Bonus) (2) Compensation (3) Options (4) (5) - ------------------------------------------------------------------------------------------------------------------------------------ H. E. Cosgrove 2000 $600,000 $248,400 0 $271,875 124,000 -- $17,682 Chairman of the Board and 1999 $600,000 $217,500 0 $187,500 57,000 -- $18,204 Chief Executive Officer 1998 $600,000 $150,000 0 0 360,000 $572,134 $12,329 T. S. Shaw 2000 $354,700 $122,500 0 $150,000 51,900 -- $10,606 President/Chief 1999 $325,000 $120,000 0 $291,500 26,000 -- $ 8,258 Operating Officer (6) 1998 $325,000 $ 78,000 0 0 170,000 $155,267 $ 9,478 J. C. van Roden Senior Vice President/ 2000 $275,000 $ 85,400 0 $ 90,625 34,700 -- $ 9,810 Chief Financial Officer (6) 1999 $250,000 $ 72,500 0 -- 170,000 -- $ 8,342 1998 $ 17,686 -- 0 -- -- -- -- B. S. Graham 2000 $262,500 $115,920 0 $ 90,625 33,100 -- $ 7,971 Senior Vice President 1999 $250,000 $ 72,500 0 $ 62,750 14,000 -- $ 7,504 1998 $250,000 $ 50,200 0 0 170,000 $155,267 $ 5,308 W. H. Spence 2000 $198,100 $ 85,520 0 $ 22,238 28,500 -- $ 6,021 Senior Vice President, 1999 -- $ 71,159 -- -- -- -- -- Energy (6) 1998 -- -- -- -- -- -- --
1. The 1998 merger involving Atlantic Energy, Inc. ("Atlantic Energy") and Delmarva was effective as of March 1, 1998. Accordingly, except for Mr. van Roden, 1998 salary is shown as an annualized amount. Mr. van Roden joined Conectiv on November 30, 1998, and the 1998 salary shown is his actual salary. Other 1998 items of compensation reflect full calendar 1998 compensation received from Conectiv or Delmarva. 16 19 2. The target award is 60% of annualized salary for Mr. Cosgrove, 50% for Mr. Shaw, 45% for Mr. van Roden, 40% for Mrs. Graham and 30% for Mr. Spence. For 1999, the dollar value of the bonus reported above has been reduced by the portion of the bonus deferred and reported above as a 2000 Restricted Stock Award, as follows: H. E. Cosgrove ($435,000 bonus with $217,500 purchasing Restricted Stock Units ("RSU's")); T. S. Shaw ($240,000 bonus with $120,000 purchasing RSU's); J. C. van Roden ($145,000 bonus with $72,500 purchasing RSU's); B. S. Graham ($145,000 bonus with $72,500 purchasing RSU's); W. H. Spence ($88,949 bonus with $17,790 purchasing RSU's). For 2000, the dollar value of the bonus reported above has been reduced by the portion of the bonus deferred, as follows: H. E. Cosgrove ($496,800 bonus with $248,400 purchasing RSU's); T. S. Shaw ($245,000 bonus with $122,500 purchasing RSU's); J. C. van Roden ($170,800 bonus with $85,400 purchasing RSU's); B. S. Graham ($144,900 bonus with $28,980 purchasing RSU's); W. H. Spence ($106,900 bonus with $21,380 purchasing RSU's) 3. A mandatory 20% of the bonus (reported in this Table as "Variable Compensation") and any additional portion of the bonus that an executive elects to defer (up to an additional 30%) is deferred for at least three years under the Management Stock Purchase Program ("MSPP") and used to purchase RSU's at a 20% discount. The dollar value of RSU's deferred under MSPP in 2000 (inclusive of the discounted portion), based on the fair market value at the award date, was H. E. Cosgrove ($271,875 of which $54,375 is the discount); T. S. Shaw ($150,000 of which $30,000 is the discount), J. C. van Roden ($90,625 of which $18,125 is the discount), B. S. Graham ($90,625 of which $18,125 is the discount), W. H. Spence ($22,238 of which $4,448 is the discount). At the end of 2000, the number and value of the aggregate restricted stock holdings (including RSU's, Performance Accelerated Restricted Stock ("PARS") and special grants) valued at $20.0625, the closing stock price on December 29, 2000, for the individuals identified in the Summary Compensation Table was as follows; for Mr. Cosgrove, 57,997 restricted stock holdings valued at $1,163,565; for Mr. Shaw, 45,006 restricted stock holdings valued at $902,933; for Mr. van Roden 12,217 restricted stock holdings valued at $245,104; for Mrs. Graham 18,645 restricted stock holdings valued at $374,065; for Mr. Spence 5,608 restricted stock holdings valued at $112,511. 4. During 1998, all restrictions lapsed on the performance-based restricted stock granted in 1995 and 1996 under the Delmarva Long-Term Incentive Plan ("LTIP") due to the merger involving Delmarva and Atlantic Energy. Under change in control provisions, the awards fully vested resulting in a payout to Mr. Cosgrove of 21,160 shares (11,570 for 1995 and 9,590 for 1996) valued at $454,940; to Mr. Shaw of 5,450 shares (2,870 for 1995 and 2,580 for 1996) valued at $117,175; and to Mrs. Graham of 5,450 shares (2,870 for 1995 and 2,580 for 1996) valued at $117,175. Shares were valued at $21.50 at the time of payout. On December 31, 2000, the performance-based restricted stock granted in 1997 under the Delmarva LTIP were forfeited based on the performance criteria. Dividends on shares of restricted stock and dividend equivalents are accrued at the same rate as that paid to all holders of Common Stock. As of December 31, 2000, Mr. Cosgrove held 35,100 shares of restricted stock (10,000 for 1998, 8,500 for 1999 and 16,600 for 2000) and 120,500 Dividend Equivalent Units ("DEU's") (30,000 for 1998, 28,500 for 1999 and 62,000 for 2000); Mr. Shaw held 15,000 shares of restricted stock (4,000 for 1998, 4,000 for 1999 and 7,000 for 2000) and 48,950 DEU's (10,000 for 1998, 13,000 for 1999 and 25,950 for 2000); Mr. van Roden held 7,700 shares of restricted stock (3,000 for 1999 and 4,700 for 2000) and 27,350 DEU'S ( 10,000 for 1999 and 17,350 for 2000); Mrs. Graham held 11,000 shares of restricted stock (4,000 for 1998, 2,500 for 1999 and 4,500 for 2000) and 33,550 DEU's (10,000 for 1998, 7,000 for 1999 and 16,550 for 2000); Mr. Spence held 4,500 shares of restricted stock (1,200 for 1998, 1,400 for 1999 and 1,900 for 2000) and 14,100 DEU's (3,250 for 1998, 4,000 for 1999 and 6,850 for 2000). Dividends paid on DEU's for 1998 were as follows: Mr. Cosgrove, $23,100, all of which was deferred into the Conectiv Deferred Compensation Plan; Mr. Shaw, $7,700, all of which was deferred into the Conectiv Deferred Compensation Plan; Mrs. Graham, $7,700, all of which was deferred into the Conectiv Deferred Compensation Plan. Dividends paid on DEU's for 1999 were as follows: Mr. Cosgrove, $48,263, all of which was deferred into the Conectiv Deferred Compensation Plan; Mr. Shaw, $18,975, all of which was deferred into the Conectiv Deferred Compensation Plan; Mr. van Roden, $8,250, all of which was deferred into the Conectiv Deferred Compensation Plan; and Mrs. Graham, $14,025, all of which was deferred into the Conectiv Deferred Compensation Plan. Dividends paid on DEU's for 2000 were as follows: Mr. Cosgrove, $92,400, all of which was deferred into the Conectiv Deferred Compensation Plan; Mr. Shaw, $37,367, all of which was deferred into the Conectiv Deferred Compensation Plan; Mr. Van Roden, $20,251, all of which was deferred into the Conectiv Deferred Compensation Plan; Mrs. Graham, $25,883, all of which was deferred into the Conectiv Deferred Compensation Plan; and Mr. Spence, $10,901. Holders of restricted stock are entitled to receive dividends as, if and when declared. 5. The amount of All Other Compensation for each of the named executive officers for fiscal year 2000 include the following: Mr. Cosgrove, $3,000 in Company matching contributions to the Company's Savings and Investment Plan, $14,400 in Company matching contributions to the Company's Deferred Compensation Plan and $282 in term life insurance premiums paid by the Company; for Mr. Shaw, $3,267 in Company matching contributions to the Company's Savings and Investment Plan, $7,183 in Company matching contributions to the Company's Deferred Compensation Plan and $156 in term life insurance premiums paid by the Company; for Mr. van Roden, $5,100 in Company matching contributions to the Company's Savings and Investment Plan, $3,150 in Company matching contributions to the Company Deferred Compensation Plan and $156 in term life insurance premiums paid by the Company; for Mrs. Graham, $5,191 in Company matching contributions to the Company's Savings and Investment Plan, $2,624 in Company matching contributions to the Company Deferred Compensation Plan and $156 in term life insurance premiums paid by the Company; for Mr. Spence, $4,775 in Company matching contributions to the Company's Savings and Investment Plan, $1,180 in Company matching contributions to the Company Deferred Compensation Plan and $66 in term life insurance premiums paid by the Company. 17 20 6. Mr. Shaw was elected President and Chief Operating Officer as of September 8, 2000. Mr. Spence was elected Senior Vice President, Energy as of September 8, 2000. Mr. van Roden was elected Senior Vice President and Chief Financial Officer as of January 4, 1999. 7. Also reportable as a "named executive officer" is Mr. Barry R. Elson, former Executive Vice President of Conectiv. Mr. Elson's employment terminated on October 1, 2000. His compensation for 1998, 1999 and 2000 is as follows: Salary: 1998 -- $325,000, 1999 -- $325,000, 2000 -- $296,396; Variable Compensation (Bonus): 1998 -- $130,000, of which $52,000 purchased restricted stock units, 1999 -- $200,000, of which $90,000 purchased restricted stock units (Mr. Elson received no 2000 bonus); Other Annual Compensation for 1998, 1999 and 2000 -- $0; Restricted Stock Awards: 1998 -- $0, 1999 -- $259,000, 2000 -- $112,500; Securities Underlying Options: 1998 -- 170,000, 1999 -- 26,000, 2000 -- 51,900; LTIP Payouts: 1998 -- $21,560, 1999 and 2000 -- $0. Dividends paid or deferred on DEU's: 1998 -- $7,700, 1999 -- $18,975, 2000 -- $26,598. All other compensation: 1998 -- $4,074, 1999 -- $6,116, 2000 -- $127,500 in variable compensation, $280,570 for LTIP awards forfeited, $621,600 for supplemental retirement benefits, $1,020,000 in severance, and $6,418 in other payments. TABLE 2 -- OPTION GRANTS IN LAST FISCAL YEAR (1)
Number of % of Total Securities Options Underlying Granted to Exercise Grant Date Options Employees in Price Expiration Present Name Granted (#) Fiscal Year ($/Sh) Date Value (3) H. E. Cosgrove 124,000(2) 18% $16.5625 1/3/10 $503,440 T. S. Shaw 51,900(2) 7.5% $16.5625 1/3/10 $210,714 J. C. van Roden 34,700(2) 5% $16.5625 1/3/10 $140,882 B. S. Graham 33,100(2) 5% $16.5625 1/3/10 $134,386 W. H. Spence 28,500(2) 4% $16.5625 1/3/10 $115,710
1. Currently, the Company does not grant stock appreciation rights. For Mr. Elson, the number of securities underlying options granted in 2000 were 51,900, or 7.5% of total options granted to employees in 2000; those options granted had an exercise price per share of $16.5625, an expiration date of January 3, 2010, and a grant date present value of $210,714. Mr. Elson forfeited all of these options upon his termination of employment on October 1, 2000. 2. Denotes Nonqualified Stock Options. One-half of such Options vest and are exercisable at end of second year from date of grant. Second one-half vest and are exercisable at end of third year from date of grant. 3. Determined using the Black-Scholes model, incorporating the following material assumptions and adjustments: (a) exercise price of $16.5625, equal to the Fair Market Value as of date of grant (b) an option term of ten years (c) risk-free rate of return of 5.00% (d) volatility of 20.00% and (e) dividend yield of 4.75%. 18 21 TABLE 3 -- AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES (1)
NUMBER OF SECURITIES VALUE OF SHARES UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY ACQUIRED VALUE OPTIONS AT FY-END (3) OPTIONS AT FY-END (2) NAME ON EXERCISE REALIZED($)(2) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE H. E. Cosgrove 0 0 35,900/511,000 $ 0/434,000 T. S. Shaw 0 0 10,000/237,900 $ 0/181,650 J. C. van Roden 0 0 0/204,700 $ 0/121,450 B. S. Graham 0 0 10,000/207,100 $ 0/115,850 W. H. Spence 0 0 3,750/39,750 $ 0/99,750
1. Mr. Elson did not exercise any options during 2000. Mr. Elson forfeited all options upon his termination of employment on October 1, 2000, and thus had none at fiscal year-end. 2. The closing price for the Company's common stock as reported by the New York Stock Exchange on December 29, 2000 was $20.0625. Any value in the options is based on the difference between the exercise price of the options and the value at the time of the exercise (e.g., $20.0625 as of the close of business on December 29, 2000), which difference is multiplied by the number of options exercised. 3. 124,000 out of 511,000 of Mr. Cosgrove's unexercisable options are in the money. 51,900 out of 237,900 of Mr. Shaw's unexercisable options are in the money. 34,700 out of 204,700 of Mr. van Roden's unexercisable options are in the money. 33,100 out of 207,100 of Mrs. Graham's unexercisable options are in the money. 28,500 out of 39,750 of Mr. Spence's unexercisable options are in the money. Unless vesting is accelerated under the terms of Conectiv's LTIP, none of the remaining options may be exercised earlier than two years from date of grant for regular, non-performance based options and nine and one half years from date of grant for performance based options (subject to accelerated vesting for favorable stock price performance). TABLE 4 -- LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR (1)
NUMBER OF RESTRICTED PERFORMANCE PERIOD SHARES/DIVIDEND UNTIL MATURATION NAME EQUIVALENT UNITS (#) OR PAYOUT (2) H. E. Cosgrove 16,600 shares/62,000 units 1/3/07 T. S. Shaw 7,000 shares/25,950 units 1/3/07 J. C. van Roden 4,700 shares/17,350 units 1/3/07 B. S. Graham 4,500 shares/16,550 units 1/3/07 W. H. Spence 1,900 shares/6,850 units 1/3/07
1. Mr. Elson was granted 7,000 shares of PARS and 25,950 DEU's in 2000, with a performance period ending January 3, 2007, and with the same terms and conditions described below in note 2. Mr. Elson forfeited these PARS and DEU's upon his termination of employment on October 1, 2000. 2. Awards of PARS and DEU's were made to all of the named executive officers. The payout of shares of PARS may potentially be "performance accelerated." Restrictions may lapse any time after 3 years (i.e., after January 3, 2003) upon achievement of favorable stock price performance goals. In the absence of such favorable performance or accelerated vesting under the terms of Conectiv's LTIP, restrictions lapse after 7 years (i.e., January 3, 2007) provided that at least a defined level of average, total return to stockholders is achieved. As of December 31, 2000, Mr. Cosgrove's 16,600 PARS were valued at $333,038, Mr. Shaw's 7,000 PARS were valued at $140,438, Mr. van Roden's 4,700 PARS were valued at $94,294, Mrs. Graham's 4,500 PARS were valued at $90,281 and Mr. Spence's 1,900 PARS were valued at $38,119. These values are based on the December 29, 2000 closing stock price of $20.0625. For DEU's, one DEU is equal in value to the regular quarterly dividend paid on one share of Conectiv common stock. The DEU's shown are payable in cash for four quarters over a one-year period ending with the quarterly dividend equivalent payable January 31, 2001. At that time, the 2000 DEU award lapses. 19 22 PENSION PLAN The Conectiv Retirement Plan includes the Cash Balance Pension Plan and certain "grandfathering" provisions relating to the Delmarva Retirement Plan and the Atlantic Retirement Plan that apply to employees who had either 20 years of service or were age 50 on the effective date of the Cash Balance Pension Plan (January 1, 1999). Certain executives whose benefits from the Conectiv Retirement Plan are limited by the application of federal tax laws also receive benefits from the Supplemental Executive Retirement Plan. CASH BALANCE PENSION PLAN The named executive officers participate in the Conectiv Retirement Plan and earn benefits that generally become vested after five years of service. Annually, a recordkeeping 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, as follows:
AGE AT END OF PLAN YEAR % OF PAY Under 30 5 30 to 34 6 35 to 39 7 40 to 44 8 45 to 49 9 50 and over 10
These accounts also receive interest credits based on average U.S. Treasury Bill rates for the year. In addition, certain annuity benefits earned by participants under the former Delmarva and Atlantic Retirement Plans 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. When a participant terminates employment, the amount credited to his or her account is converted into an annuity or paid in a lump sum. SUPPLEMENTAL RETIREMENT BENEFITS Supplemental retirement benefits are provided to certain employees, including each executive officer, whose benefits under the Conectiv Retirement Plan are limited by type of compensation or amount under federal tax laws and regulations. ESTIMATED RETIREMENT BENEFITS PAYABLE TO NAMED EXECUTIVES OFFICERS The following table shows the estimated retirement benefits, including supplemental retirement benefits under the plans applicable to the named executives, that would be payable if he or she were to retire at normal retirement age (65), expressed in the form of a lump sum payment. Years of service credited to each named executive officer as of his or her normal retirement date are as follows: Mr. Cosgrove -- 42; Mrs. Graham -- 30; Mr. Shaw - -- 40, Mr. Van Roden -- 15, and Mr. Spence -- 35. (1)
Name Year of 65th Birthday Lump Sum Value H. E. Cosgrove 2008 $ 6,398,000 B. S. Graham 2013 $ 1,741,000(2) T. S. Shaw 2012 $ 3,048,000 J. C. van Roden 2014 $ 522,000(2) W. H. Spence 2022 $ 1,298,000(2)
1. The year of Mr. Elson's 65th birthday is 2006, and $1,292,000 is the lump sum that would be payable to Mr. Elson, based on 16 years of credited service (8 of which are additional years for purposes of the supplemental retirement benefits) if he were to retire at normal retirement age (65), expressed in the form of a lump sum payment. Upon his termination of employment, Mr. Elson received supplemental retirement benefits equivalent to 8 years of credited service, in a lump sum payment of $621,600. 2. Amounts include (i) interest credits for cash balances projected to be 5.80% per annum on annual salary credits and prior service balances, if any, and (ii) accrued benefits as of December 31, 2000, under retirement plans then applicable to the named executive officer. Benefits are not subject to any offset for Social Security payments or other offset amounts and 20 23 assume no future increases in base pay or total pay. Under the Conectiv Retirement Plan's grandfathering provisions, employees who participated in the Delmarva or Atlantic Retirement Plans and who met certain age and service requirements as of December 31, 1998, will have retirement benefits for all years of service up to retirement calculated according to their original benefit formula. This benefit will be compared to the cash balance account and the employee will receive whichever is greater. Estimated benefits are based on the Delmarva Retirement Plan for Messrs. Cosgrove, Shaw and Elson. Estimated benefits are based on the Cash Balance Pension Plan for Mrs. Graham (whose benefits under the Cash Balance Pension Plan exceed the benefits under the Delmarva Retirement Plan), Mr. van Roden (who was not grandfathered into the Delmarva Retirement Plan), and Mr. Spence (who was not grandfathered into the Delmarva Retirement Plan). The amount of benefit under such grandfathering is illustrated in the following table: DELMARVA RETIREMENT PLAN PENSION PLAN TABLE ANNUAL RETIREMENT BENEFITS IN SPECIFIED REMUNERATION AND YEARS OF SERVICE CLASSIFICATION
AVERAGE ANNUAL EARNINGS FOR THE 5 CONSECUTIVE YEARS OF EARNINGS THAT RESULT IN THE HIGHEST AVERAGE 15 YRS. 20 YRS. 25 YRS. 30 YRS. 35 YRS. $300,000 (1) $ 70,500 $ 94,000 $117,500 $141,000(2) $164,500(2) 400,000 (1) 94,500 126,000 157,500(2) 189,000(2) 220,500(2) 500,000 (1) 118,500 158,000(2) 197,500(2) 237,000(2) 276,500(2) 600,000 (1) 142,500(2) 190,000(2) 237,500(2) 285,000(2) 332,500(2) 700,000 (1) 166,500(2) 222,000(2) 277,500(2) 333,000(2) 388,500(2) 800,000 (1) 190,500(2) 254,000(2) 317,500(2) 381,000(2) 444,500(2) 900,000 (1) 214,421(2) 285,894(2) 357,368(2) 428,841(2) 500,315(2)
1. Effective January 1, 2000 annual compensation recognized may not exceed $170,000 2. For 2000, the annual limit on annual benefits is $135,000 Benefits are payable in the form of a 50% joint and surviving spouse annuity or lump sum. Earnings include base salary, overtime and bonus. CHANGE IN CONTROL SEVERANCE AGREEMENTS AND OTHER PROVISIONS RELATING TO POSSIBLE CHANGE IN CONTROL Conectiv has entered into change in control severance agreements with Messrs. Cosgrove, Shaw, van Roden, Spence, and Mrs. Graham and two other senior executives. The agreements are intended to encourage the continued dedication of Conectiv's senior management team. The agreements provide potential benefits for these executives upon actual or constructive termination of employment (other than for cause) following a change in control of Conectiv, as defined in the agreements. Each affected executive would receive a severance payment equal to three times base salary and bonus, medical, dental, vision, group life and disability benefits for three years after termination of employment, and a cash payment equal to the actuarial equivalent of accrued pension credits equal to 36 months of additional service. In the event of a change in control, the Variable Compensation Plan provides that outstanding options become exercisable in full immediately, all conditions to the vesting of PARS are deemed satisfied and shares will be fully vested and nonforfeitable, DEU's will become fully vested and be immediately payable, variable compensation deferred under the MSPP will be immediately distributed, and payment of variable compensation, if any, for the current year will be decided by the Personnel and Compensation Committee. For the Deferred Compensation Plan, this Committee may decide to distribute all deferrals in cash immediately or continue the deferral elections of participants, in which case Conectiv will fully fund a "springing rabbi trust" to satisfy the obligations. An independent institutional trustee will maintain any trust established by reason of this provision. 21 24 PERSONNEL AND COMPENSATION COMMITTEE REPORT COMPENSATION PHILOSOPHY The Committee's philosophy is to: - Link compensation to business strategies and results - Align the compensation of executives with the long-term interests of stockholders - Motivate executives to exceed the challenging objectives the Board of Directors has established for Conectiv, and - Create urgency for success in an increasingly competitive business environment. The Committee has designed an executive compensation program that: - Provides total compensation, emphasizing long-term performance that creates stockholder value - Facilitates a rapid transition to a competitive business environment - Reflects the challenging market conditions for attracting and retaining high-quality executives and ensures that executives have a continuing personal financial stake in Conectiv's long-term success, and - Creates significant levels of executive stock ownership. EXECUTIVE TOTAL COMPENSATION PROGRAM PROGRAM ELEMENTS - Base pay that reflects job responsibilities and individual performance against goals - Annual performance-based variable pay - Long-term variable compensation tied directly to stockholder value - Special grants for alignment and retention purposes. The program uses performance measures directly related to stockholder total return. In addition to these measures, stockholder total return is viewed in light of conditions in the deregulating utility industry, industries in which Conectiv is developing new businesses, the general economy and the stock market. TOTAL COMPENSATION AND MARKET TARGETS. The program provides total compensation that is competitive with companies similar in revenue size to Conectiv, in a blend of utility and industrial markets. Total compensation levels and opportunities are determined by the Committee, in consultation with Watson Wyatt, a leading executive compensation consulting firm. Watson Wyatt uses its experience, knowledge of Conectiv and Conectiv's industries, and published compensation data to define competitive levels of total compensation targeted at the median of the market. To strengthen the tie to stockholder value, base pay is generally set near the market target, and annual and long-term targets are set above the market targets.(1) BASE PAY reflects the job responsibilities, experience and annual performance of individual executives and compensation for comparable positions at other companies. The Committee reviews base pay annually and adjusts it for individual and corporate performance. 2000 COMMITTEE ACTION AND BASE PAY. For calendar year 2000, the Committee set increased salaries for the named executive officers (other than Mr. Cosgrove) that, even after the increases, are in aggregate below the market targets. The Committee believed that the increased salary levels were appropriate based on achievement of significant financial results. At that time, the Committee continued to believe that Mr. Cosgrove's leadership was best rewarded through compensation linked to stockholder value rather than base salary. Consequently, Mr. Cosgrove's 2000 grant of long-term incentives was enhanced because he received no increase in base salary. 2001 COMMITTEE ACTION ON BASE PAY FOR MR. COSGROVE. The Committee increased Mr. Cosgrove's base salary from $600,000 to $650,000 for 2001. Mr. Cosgrove's salary has remained the same since 1998, with the Committee providing additional long-term incentives to keep pace with an escalating compensation market. Consequently, Mr. Cosgrove's base salary has fallen significantly behind the market and the Committee believes that an adjustment is appropriate at this time. Mr. Cosgrove has been aggressive at positioning the Company for deregulation and guiding it through various uncertainties as deregulation has occurred. Since 1998, the Company has met or exceeded the internal financial objectives that have been set by the Board of Directors. Decisions made early in the deregulation process have been continuously reevaluated to create a very focused business strategy that positions the Company for future financial success. Mr. Cosgrove's new salary is still somewhat below the median of comparable market targets, and a large portion of his total compensation is still provided through long-term incentives that are tied directly to stock price, so that Mr. Cosgrove benefits when stockholders benefit. - --------------------------- 1 At least 32 of the companies in the Dow Jones Electric Utility Index and 28 of the companies in the S&P500 index participate in the survey source data used by Watson Wyatt. 22 25 ANNUAL VARIABLE PAY is designed to motivate executives to achieve "stretch" financial, planning, and operating goals and to increase the sense of urgency to deliver significant performance levels. Goals and annual variable pay opportunities are set for each executive at the beginning of the year. Opportunities are set at or above the median of competitive companies and are related to line of business and corporate performance. Participants may earn awards from 0% to 150% of the preset target. For the highest-paid officers, this can mean awards from 0% to between 60% and 90% of base pay. Awards are made only if Conectiv achieves earnings targets approved by the Committee. PARTIAL AWARD IN STOCK. Twenty percent of annual variable pay awards are paid in RSU's under the MSPP at a 20% discount to the fair market value of Conectiv Common Stock. Each RSU is a proxy for one share of Common Stock, has a value equal to one share, and earns dividends at the same rate as one share. Unless vesting is accelerated under the terms of Conectiv's LTIP, RSU's cannot be sold or used for three years from the date acquired, and are distributed in Conectiv Common Stock at the end of that period. Participants can purchase additional RSU's at the same discount, up to a maximum of 50% of their annual award. MR. COSGROVE'S AWARD FOR 1999. Mr. Cosgrove was eligible to earn between 0% and 150% of his target opportunity of $300,000 (50% of his 1999 base pay). In setting performance measures for these awards, the Committee considered the industry restructuring and regulatory issues that the Company would address during 1999 and how their resolution might affect earnings. The Committee decided that earnings before interest and taxes ("EBIT") provided the best measure of Company performance for 1999 and adopted an EBIT target for all named executive officers. Consistent with this judgment, the Committee also modified the payout opportunities by setting maximum and minimum payout levels consistent with the new EBIT target. The maximum payout would occur at 105% of the EBIT target and the minimum payout or threshold would occur at 90% of the EBIT target. The Committee also reserved the ability to adjust the EBIT target after the full impact of industry deregulation on Company earnings was known. Adjusted EBIT for 1999 exceeded the target by 4%, which resulted in Mr. Cosgrove receiving an award equal to 145% of target or $435,000. 1999 AWARDS FOR OTHER NAMED EXECUTIVE OFFICERS. 1999 awards for Messrs. Shaw and van Roden and Mrs. Graham, made in 2000, totaled $530,000. These awards were based, as was Mr. Cosgrove's award, on corporate EBIT. MR. COSGROVE'S AWARD FOR 2000. The best financial performance measure for 2000 was determined to be Earnings Per Share (which we refer to as EPS) and stretch targets were established. The minimum and maximum payout levels were set at 90% and 110% of targeted EPS with 90% of targeted EPS also being the threshold to trigger payouts under the plan. For 2000, Mr. Cosgrove's annual variable pay opportunity was targeted at $360,000 and he was eligible to receive between 0% and 150% of that targeted amount based on Conectiv's EPS relative to the pre-established levels set by the Committee. For 2000, actual EPS was ~108% of the target, resulting in an award to Mr. Cosgrove of $496,800, or 138% of target. 2000 AWARDS FOR OTHER NAMED EXECUTIVE OFFICERS. 2000 awards for Messrs. Shaw, van Roden, Spence and Mrs. Graham, made in 2001, totaled $667,600. These awards were based, as was Mr. Cosgrove's award, on corporate EPS. LONG-TERM VARIABLE COMPENSATION aligns the interests of executives with those of stockholders by linking a significant portion of an executive's total compensation opportunities to the performance of Conectiv Common Stock. To that end, grant levels are generally above market target. Grants may include some or all of the following: NON-QUALIFIED STOCK OPTIONS, which give the executive the right to acquire stock at the grant price of the option, which in all cases is the fair market value of the stock on the day of grant. Options have value to the executive in direct relation to increases in share price above grant price. DIVIDEND EQUIVALENT UNITS, which provide the executive with income equivalent to the dividend on Conectiv Common Stock. These DEU's have value to the executive in direct relation to the amount of that dividend. The combination of options and DEU's help to focus executives on the blend of stock price and dividend growth that creates the most value to stockholders. PERFORMANCE ACCELERATED RESTRICTED STOCK, which, assuming that vesting is not otherwise accelerated under the terms of Conectiv's LTIP, vests as unrestricted Common Stock seven years after grant and will vest earlier if pre-determined levels of total stockholder return (which we refer to as TSR) are met. If early vesting doesn't occur for the highest paid executives, vesting will occur after seven years only if TSR is at or above the level produced by the stock price and dividends on the date of the grant. PARS have their greatest value to the executive when vesting accelerates. PERFORMANCE ACCELERATED STOCK OPTIONS, another form of non-qualified stock option, which, assuming that vesting is not accelerated under the terms of Conectiv's LTIP, vest 9-1/2 years, and expire 10 years, after grant. These PASO's will vest earlier if share price reaches predetermined levels. PASO's have little value to executives unless vesting accelerates as a result of increased share price. 2000 GRANTS. Based on Watson Wyatt data and recommendations, the Committee set targets as a percentage of base salary for each of the named executive officers to continue to strengthen focus on total stockholder value and competitive total 23 26 compensation. Targets were converted to actual grants using the Black-Scholes method for options and time and forfeiture discount methods for the other types of grants. All named executive officers received grants of options, DEU's and PARS for 2000. OPTION GRANTS FOR OTHER KEY EMPLOYEES. In addition, the Committee authorized grants of stock options to other key employees who were in a position to significantly influence Conectiv's results. The grants were awarded to 172 employees and were either 2,500 or 5,000 shares of options to purchase Common Stock. The total number of shares authorized was 500,000 and this initial grant totaled 452,500 shares. EXECUTIVE AND DIRECTOR STOCK OWNERSHIP GUIDELINES The Committee has established the following guidelines, consistent with its belief in the value to stockholders of a strong link between the interests of Directors and executives and those of stockholders.
MULTIPLE BY Chairman and Chief Executive Officer 5 times base pay 5 years after occupying position President and Chief Operating Officer 4 times base pay 5 years after occupying position Other Senior Executives 3 times base pay 5 years after occupying position Vice Presidents, General 1-2 times base pay 5 years after Managers, other members of occupying position management Board of Directors 3 times annual 3 years after retainer election to Board
RESPONSE TO IRS LIMITS ON DEDUCTIBILITY OF COMPENSATION Section 162(m) of the Internal Revenue Code limits the deduction of certain forms of compensation above $1,000,000 paid to a highly compensated executive. The Committee tries to structure executive compensation to minimize the amount of compensation that is not deductible. The Committee believes, however, that this limitation should not compromise the Company's ability to create compensation programs that support the business strategy and attract and retain the executive talent required for success. As a result, there may at times be some compensation that is not deductible for federal income tax purposes. Following a review of current plans and practices, the Committee believes that no part of the executive compensation program is not deductible under the terms of this section. PERSONNEL & COMPENSATION COMMITTEE: SARAH I. GORE, CHAIR GEORGE F. MACCORMACK RICHARD B. MCGLYNN BERNARD J. MORGAN PERSONNEL AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Personnel & Compensation Committee is comprised solely of non-employee Directors. There are no Personnel & Compensation Committee interlocks. 24 27 ITEM 6, PART III (b). SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT. The following table shows the number of shares of Conectiv Common Stock and Class A Common Stock beneficially owned as of December 29, 2000 by: - - Each person or company that we know beneficially owns more than 5% of the outstanding shares of Conectiv Common Stock or Class A Common Stock; - - Each member of and nominee to the Conectiv Board of Directors; - - Each Executive Officer of Conectiv whose compensation is listed in the Summary Compensation Table in Item 6, Part III (a) above; - - The Directors and Executive Officers of Conectiv as a group.
SHARES OF SHARES OF CLASS A COMMON STOCK COMMON STOCK (1)(2) (1)(2) NOMINEES FOR DIRECTOR: Class III - Term Expiring in 2004 Howard E. Cosgrove 204,854 (4) 0 Audrey K. Doberstein 7,909 0 Bernard J. Morgan 8,332 618 INCUMBENT DIRECTORS: Class I - Term Expiring in 2002 R. Franklin Balotti 9,238 0 Richard B. McGlynn 6,791 522 Cyrus H. Holley 4,250 724 Class II - Term Expiring in 2003 Robert D. Burris 5,921 0 Sarah I. Gore 6,506 0 George F. MacCormack 2,901 0 OTHER EXECUTIVE OFFICERS: (3) Thomas S. Shaw, President and Chief Operating Officer 55,457 (4) 0 John C. van Roden, Senior Vice President and Chief Financial Officer 10,700 (4) 0 Barbara S. Graham, Senior Vice President 36,354 (4) 0 William H. Spence, Senior Vice President, Energy 13,085 (4) 0
As of December 29, 2000, all current Directors and executive officers as a group (15 persons) owned beneficially 427,511 shares of Conectiv Common Stock, representing 0.5% of the shares of Conectiv Common Stock outstanding and 1,864 shares of Conectiv Class A Common Stock, representing 0.03% of the shares of Conectiv Class A Common Stock outstanding. Conectiv is not aware of any person or company that beneficially owns more than 5% of the outstanding shares of Conectiv Common Stock or Conectiv Class A Common Stock. (1) Each of the individuals listed beneficially owned less than 1% of Conectiv's outstanding Common Stock (including Conectiv Common Stock and Conectiv Class A Common Stock.) (2) Includes shares owned beneficially by Mr. Cosgrove and other executive officers of Conectiv pursuant to the Conectiv Savings and Investment Plan (including Payroll-Based Employee Stock Ownership Plan and Employee Stock Ownership Plan), Deferred Compensation Plan and Conectiv Incentive Compensation Plan. (3) Also reportable as a "named executive officer" is Mr. Barry R. Elson, former Executive Vice President of Conectiv. Mr. Elson's employment terminated on October 1, 2000. As of December 29, 2000, Mr. Elson held 3,158 shares of Conectiv common stock in the Deferred Compensation Plan. 25 28 (4) Includes 35,100 shares of Mr. Cosgrove, 15,000 shares for Mr. Shaw, 7,700 shares for Mr. Van Roden, 11,000 shares for Mrs. Graham, and 4,000 shares for Mr. Spence of Performance Accelerated Restricted Stock (which we refer to as PARS). Unless the restrictions lapse under the terms of Conectiv's Long-Term Incentive Plan (which we refer to as the LTIP), the number of shares actually earned will depend on meeting pre-determined financial performance measures related to stockholder value at the end of the seven-year restriction period. ITEM 6, PART III(c). CONTRACTS AND TRANSACTIONS. See Item 6, Part III (a) above ITEM 6, PART III(d). INDEBTEDNESS. See Item 6, Part III (a) above 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 Conectiv's directors and executive officers, plus the directors and officers of the subsidiary companies. This insurance also indemnifies Conectiv and its subsidiary companies against any amounts paid by them as allowed by corporate law or By-Laws of Conectiv 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 therefor. None. PART II. Expenditures for any citizens group or public relations counsel.
NAME OF ACCOUNTS AMOUNT COMPANY NAME OF RECIPIENT PURPOSE CHARGED ($000) General public relations Admin. & Conectiv Stanton Communications consulting Gen. 372
26 29 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS PART I. Intercompany Contracts.
Serving Receiving 2000 Compensation Transaction Company Company ($000) Sublease of water rights DPL CDG 416 Operating and maintenance services COSC ATS 2,784 Meter reading services MAS ACE 2,890 Meter reading labor and equipment ACE MAS 1,160
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) Conectiv holds a 100% direct interest in CMM, which is an EWG. CMM is in the process of constructing combined-cycle generating plants. CMM is located at 800 King Street, Wilmington, Delaware. Burney, a wholly owned indirect subsidiary of Conectiv, holds a 45% direct and indirect interest in BFP, which is an EWG. BFP operates a wood-burning qualifying facility. BFP is located at 35586 Highway 299 East, P.O. Box 2530, Burney, California. PART I (b). Type and amount of capital invested in EWGs CMM is financed entirely with debt. PART 1 (c) Debt to equity ratio and earnings of EWGs Ratio is not applicable since CMM is debt financed. PART 1 (d) Service, sales or construction contracts None PART II Organizational Chart See Exhibit H and Item 1. PART III Aggregate Investment in EWGs As of December 31, 2000, Conectiv's investment in CMM amounted to $47.5 million. Conectiv's indirect investment in BFP was de minimis. Conectiv's aggregate investment in its public utility companies was $1,475.6 million as of December 31, 2000. The ratio of investment in EWGs to investment in public utility companies was 3.22%. 27 30 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Page Ref -------- CONSOLIDATING FINANCIAL STATEMENTS CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2000 Conectiv and Subsidiaries F-1A Delmarva Power & Light Company and Subsidiaries F-1B Atlantic City Electric Company and Subsidiaries F-1C Conectiv Property and Investments, Inc. and Subsidiaries F-1D Conectiv Energy Holding Company and Subsidiaries F-1E Conectiv Communications, Inc. and Subsidiary F-1F Conectiv Solutions LLC. and Subsidiaries F-1G Conectiv Services II, Inc and Subsidiaries F-1H Conectiv Thermal Systems, Inc. and Subsidiaries F-1I Atlantic Generation, Inc. and Subsidiaries F-1J Haymoor, L.L.C. and Subsidiary F-1K CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2000 Conectiv and Subsidiaries F-2A Delmarva Power & Light Company and Subsidiaries F-2B Atlantic City Electric Company and Subsidiaries F-2C Conectiv Property and Investments, Inc. and Subsidiaries F-2D Conectiv Energy Holding Company and Subsidiaries F-2E Conectiv Communications, Inc. and Subsidiary F-2F Conectiv Solutions LLC. and Subsidiaries F-2G Conectiv Services II, Inc and Subsidiaries F-2H Conectiv Thermal Systems, Inc. and Subsidiaries F-2I Atlantic Generation, Inc. and Subsidiaries F-2J Haymoor, L.L.C. and Subsidiary F-2K CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 Conectiv and Subsidiaries F-3A Delmarva Power & Light Company and Subsidiaries F-3B Atlantic City Electric Company and Subsidiaries F-3C Conectiv Property and Investments, Inc. and Subsidiaries F-3D Conectiv Energy Holding Company and Subsidiaries F-3E Conectiv Communications, Inc. and Subsidiary F-3F Conectiv Solutions LLC. and Subsidiaries F-3G Conectiv Services II, Inc and Subsidiaries F-3H Conectiv Thermal Systems, Inc. and Subsidiaries F-3I Atlantic Generation, Inc. and Subsidiaries F-3J Haymoor, L.L.C. and Subsidiary F-3K CONSOLIDATING STATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2000 Conectiv and Subsidiaries F-4A Delmarva Power & Light Company and Subsidiaries F-4B Atlantic City Electric Company and Subsidiaries F-4C Conectiv Property and Investments, Inc. and Subsidiaries F-4D Conectiv Energy Holding Company and Subsidiaries F-4E ACE REIT, Inc. and Subsidiary F-4F Conectiv Energy Supply, Inc. and Subsidiary F-4G Conectiv Communications, Inc. and Subsidiary F-4H Conectiv Solutions LLC. and Subsidiaries F-4I Conectiv Services II, Inc and Subsidiaries F-4J Conectiv Thermal Systems, Inc. and Subsidiaries F-4K Atlantic Generation, Inc. and Subsidiaries F-4L Haymoor, L.L.C. and Subsidiary F-4M
28 31 ITEM 10. (Continued) Consolidated Notes 1 through 28, pages II-36 through II-77, to the Consolidated Financial Statements of Conectiv's 2000 Form 10-K filed on March 15, 2001 are incorporated herein by reference. Consolidated Notes 1 through 17, pages II-21 through II-37, to the Consolidated Financial Statements of Atlantic City Electric Company's 2000 Form 10-K filed on April 2, 2001 are incorporated herein by reference. Consolidated Notes 1through 23, pages II-22 through II-46, to the Consolidated Financial Statements of Delmarva Power & Light Company's 2000 Form 10-K filed on April 2, 2001 are incorporated herein by reference. 29 32 Conectiv and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
ELIMINATIONS TOTAL RECLASSES & CONECTIV DPL CONECTIV CONSOLIDATIONS PARENT CONSOLIDATED ------------ -------------- --------- ------------ OPERATING REVENUES Electric $ 2,906,342 $ (248,268) $ - $ 1,452,575 Gas 1,529,785 (25,905) - 616,352 Other services 592,997 (305,468) - 28,751 ------------ -------------- --------- ------------ 5,029,124 (579,641) - 2,097,678 ------------ -------------- --------- ------------ OPERATING EXPENSES Electric fuel and purchased energy and capacity 1,613,579 (247,932) - 814,995 Gas purchased 1,445,911 (25,834) - 566,752 Other services' cost of sales 504,615 (52,144) - 23,815 Special charges 25,162 - - - Gain on sale of interest in nuclear plants (16,612) - - (16,612) Operation and maintenance 627,667 (269,660) 13,317 255,072 Depreciation and amortization 260,082 7,226 - 112,532 Taxes other than income taxes 80,886 - 148 40,402 ------------ -------------- --------- ------------ 4,541,290 (588,344) 13,465 1,796,956 ------------ -------------- --------- ------------ OPERATING INCOME 487,834 8,703 (13,465) 300,722 ------------ -------------- --------- ------------ OTHER INCOME Allowance for equity funds used during construction 1,205 - - 794 Other income 48,290 (11,248) 2,839 4,600 Minority interest inc. or exp. - - - - Equity in consol subs - (204,110) 204,110 - ------------ -------------- --------- ------------ 49,495 (215,358) 206,949 5,394 ------------ -------------- --------- ------------ INTEREST EXPENSE Interest charges 223,445 (7,105) 40,349 78,022 Allowance for borrowed funds used during - construction and capitalized interest (10,843) - - (919) ------------ -------------- --------- ------------ 212,602 (7,105) 40,349 77,103 ------------ -------------- --------- ------------ PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES 20,383 7,077 - 5,687 ------------ -------------- --------- ------------ INCOME BEFORE INCOME TAXES 304,344 (206,627) 153,135 223,326 INCOME TAXES 133,514 4,824 (17,695) 81,510 ------------ -------------- --------- ------------ NET INCOME (LOSS) 170,830 (211,451) 170,830 141,816 DIVIDENDS ON PREFERRED STOCK - (7,077) 4,945 ------------ -------------- --------- ------------ EARNINGS APPLICABLE TO COMMON STOCK $ 170,830 $ (204,374) $ 170,830 $ 136,871 ============ ============== ========= ============ EARNINGS (LOSS) APPLICABLE TO: Common stock $ 164,719 Class A common stock $ 6,111
*CONFIDENTIAL TREATMENT REQUESTED F - 1A Page 1 Of 4 33 Conectiv and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
ACE CPI CEH CONSOLIDATED CONSOLIDATED* CONSOLIDATED* ASP* ------------ ------------ ------------ ------------ OPERATING REVENUES Electric $ 957,481 $ - $ - $ - Gas - - - - Other services 10,902 - - - ------------ ------------ ------------ ------------ 968,383 - - - ------------ ------------ ------------ ------------ OPERATING EXPENSES Electric fuel and purchased energy and capacity 420,737 - - - Gas purchased - - - - Other services' cost of sales - - - - Special charges - - - - Gain on sale of interest in nuclear plants - - - - Operation and maintenance 243,682 - - - Depreciation and amortization 101,527 - - - Taxes other than income taxes 35,913 - - - ------------ ------------ ------------ ------------ 801,859 - - - ------------ ------------ ------------ ------------ OPERATING INCOME 166,524 - - - ------------ ------------ ------------ ------------ OTHER INCOME Allowance for equity funds used during construction 411 - - - Other income 7,397 - - - Minority interest inc. or exp. - - - - Equity in consol subs - - - - ------------ ------------ ------------ ------------ 7,808 - - - ------------ ------------ ------------ ------------ INTEREST EXPENSE Interest charges 76,178 - - - Allowance for borrowed funds used during construction and capitalized interest (645) - - - ------------ ------------ ------------ ------------ 75,533 - - - ------------ ------------ ------------ ------------ PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES 7,619 - - - ------------ ------------ ------------ ------------ INCOME BEFORE INCOME TAXES 91,180 - - - INCOME TAXES 36,746 - - - ------------ ------------ ------------ ------------ NET INCOME (LOSS) 54,434 - - - DIVIDENDS ON PREFERRED STOCK 2,132 ------------ ------------ ------------ ------------ EARNINGS APPLICABLE TO COMMON STOCK $ 52,302 $ - $ - $ - ============ ============ ============ ============ EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F - 1A Page 2 Of 4 34 Conectiv and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
CCI SOLUTIONS AGI HAYMOOR CONSOLIDATED* CONSOLIDATED* CRP CONSOLIDATED* CONSOLIDATED* ------------ ------------ ------------ ------------ ------------ OPERATING REVENUES Electric $ - $ - $ - $ - $ - Gas - - - - Other services - - 267,932 - ------------ ------------ ------------ ------------ ------------ - - 267,932 - ------------ ------------ ------------ ------------ ------------ OPERATING EXPENSES Electric fuel and purchased energy and capacity - - - - - Gas purchased - - - - - Other services' cost of sales - - 28,285 - - Special charges - - - - - Gain on sale of interest in nuclear plants - - - - - Operation and maintenance - - 220,653 - - Depreciation and amortization - - 12,522 - - Taxes other than income taxes - - 402 - - ------------ ------------ ------------ ------------ ------------ - - 261,862 - ------------ ------------ ------------ ------------ ------------ OPERATING INCOME - - 6,070 - ------------ ------------ ------------ ------------ ------------ OTHER INCOME Allowance for equity funds used during construction - - - - - Other income - - 1,259 - - Minority interest inc. or exp. - - - - - Equity in consol subs - - - - - ------------ ------------ ------------ ------------ ------------ - - 1,259 - - ------------ ------------ ------------ ------------ ------------ INTEREST EXPENSE Interest charges - - 7,625 - - Allowance for borrowed funds used during construction and capitalized interest - - (297) - - ------------ ------------ ------------ ------------ ------------ - - 7,328 - - ------------ ------------ ------------ ------------ ------------ PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - - - - - ------------ ------------ ------------ ------------ ------------ INCOME BEFORE INCOME TAXES - - 1 - - INCOME TAXES - - 99 - - ------------ ------------ ------------ ------------ ------------ NET INCOME (LOSS) - - (98) - - DIVIDENDS ON PREFERRED STOCK ------------ ------------ ------------ ------------ ------------ EARNINGS APPLICABLE TO COMMON STOCK $ - $ - $ (98) $ - $ - ============ ============ ============ ============ ============ EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F - 1A Page 3 Of 4 35 Conectiv and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
ENERVAL* CMM* ------------ ------------ OPERATING REVENUES Electric $ - $ - Gas - - Other services - - ------------ ------------ - - ------------ ------------ OPERATING EXPENSES Electric fuel and purchased energy and capacity - - Gas purchased - - Other services' cost of sales - - Special charges - - Gain on sale of interest in nuclear plants - - Operation and maintenance - - Depreciation and amortization - - Taxes other than income taxes - - ------------ ------------ - - ------------ ------------ OPERATING INCOME - - ------------ ------------ OTHER INCOME Allowance for equity funds used during construction - - Other income - - Minority interest inc. or exp. - - Equity in consol subs - - ------------ ------------ - - ------------ ------------ INTEREST EXPENSE Interest charges - - Allowance for borrowed funds used during construction and capitalized interest - - ------------ ------------ - - ------------ ------------ PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - - ------------ ------------ INCOME BEFORE INCOME TAXES - - INCOME TAXES - - ------------ ------------ NET INCOME (LOSS) - - DIVIDENDS ON PREFERRED STOCK ------------ ------------ EARNINGS APPLICABLE TO COMMON STOCK $ - $ - ============ ============ EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F - 1A Page 4 Of 4 36 Delmarva Power and Light and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total DPL Reclasses & DPL DPL Consolidated Consol. Entries Parent Financing ------------ --------------- ------------ ----------- OPERATING REVENUES Electric $ 1,452,575 $ - $ 1,452,575 $ - Gas 616,352 - 616,352 - Other services 28,751 - 28,751 - ----------- --------------- ------------ ----------- 2,097,678 - 2,097,678 - ----------- --------------- ------------ ----------- OPERATING EXPENSES Electric fuel and purchased energy and capacity 814,995 - 814,995 - Gas purchased 566,752 - 566,752 - Other services' cost of sales 23,815 - 23,815 - Special charges - - - - Gain on the sale of interest in nuclear plants (16,612) - (16,612) - Operation and maintenance 255,072 - 255,072 - Depreciation and amortization 112,532 - 112,532 - Taxes other than income taxes 40,402 - 40,402 - ----------- --------------- ------------ ----------- 1,796,956 - 1,796,956 - ----------- --------------- ------------ ----------- OPERATING INCOME 300,722 - 300,722 - ----------- --------------- ------------ ----------- OTHER INCOME Allowance for equity funds used during construction 794 - 794 - Other income 4,600 (5,863) 4,776 5,687 Minority interest inc. or exp. - - - - Equity in consol subs - - - - ----------- --------------- ------------ ----------- 5,394 (5,863) 5,570 5,687 ----------- --------------- ------------ ----------- INTEREST EXPENSE Interest charges 78,022 (5,863) 83,885 - Allowance for borrowed funds used during construction and capitalized interest (919) - (919) - ----------- --------------- ------------ ----------- 77,103 (5,863) 82,966 - ----------- --------------- ------------ ----------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES 5,687 - - 5,687 ----------- --------------- ------------ ----------- INCOME BEFORE INCOME TAXES 223,326 - 223,326 - INCOME TAXES 81,510 - 81,510 - ----------- --------------- ------------ ----------- NET INCOME (LOSS) 141,816 - 141,816 - DIVIDENDS ON PREFERRED STOCK 4,945 - 4,945 - ----------- --------------- ------------ ----------- EARNINGS APPLICABLE TO COMMON STOCK $ 136,871 $ - $ 136,871 $ - =========== =============== ============ =========== EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F - 1B Page 1 Of 1 37 Atlantic City Electric Company and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total ACE Reclasses & ACE ACE ACE Consolidated Consol. Entries Parent Capital I Capital II ------------ --------------- ------------ ------------ ------------ OPERATING REVENUES Electric $ 957,481 $ - $ 957,481 $ - $ - Gas - - - - - Other services 10,902 - 10,902 - - ------------ --------------- ------------ ------------ ------------ 968,383 - 968,383 - - ------------ --------------- ------------ ------------ ------------ OPERATING EXPENSES Electric fuel and purchased energy and capacity 420,737 - 420,737 - - Gas purchased - - - - - Other services' cost of sales - - - - - Operation and maintenance 243,682 - 243,682 - - Depreciation and amortization 101,527 - 101,527 - - Taxes other than income taxes 35,913 - 35,913 - - ------------ --------------- ------------ ------------ ------------ 801,859 - 801,859 - - ------------ --------------- ------------ ------------ ------------ OPERATING INCOME 166,524 - 166,524 - - ------------ --------------- ------------ ------------ ------------ OTHER INCOME Allowance for equity funds used during construction 411 - 411 - - Other income 7,397 (7,855) 7,633 5,775 1,844 Minority interest inc. or exp. - - - - - Equity in consol subs - - - - - ------------ --------------- ------------ ------------ ------------ 7,808 (7,855) 8,044 5,775 1,844 ------------ --------------- ------------ ------------ ------------ INTEREST EXPENSE Interest charges 76,178 (7,855) 84,033 - - Allowance for borrowed funds used during construction and capitalized interest (645) - (645) - - ------------ --------------- ------------ ------------ ------------ 75,533 (7,855) 83,388 - - ------------ --------------- ------------ ------------ ------------ PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES 7,619 - - 5,775 1,844 ------------ --------------- ------------ ------------ ------------ INCOME BEFORE INCOME TAXES 91,180 - 91,180 - - INCOME TAXES 36,746 - 36,746 - - ------------ --------------- ------------ ------------ ------------ NET INCOME (LOSS) 54,434 - 54,434 - - DIVIDENDS ON PREFERRED STOCK 2,132 - 2,132 - - ------------ --------------- ------------ ------------ ------------ EARNINGS APPLICABLE TO COMMON STOCK $ 52,302 $ - $ 52,302 $ - $ - ============ =============== ============ ============ ============ EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F - 1C Page 1 Of 1 38 Conectiv Properties and Investments, Inc. and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CPI Reclasses & CPI Consolidated* Consol. Entries* Parent* DCI I* --------------- --------------- --------------- --------------- OPERATING REVENUES Other services $ - $ - $ - $ - --------------- --------------- --------------- --------------- - - - - --------------- --------------- --------------- --------------- OPERATING EXPENSES Other services' cost of sales - - - - Operation and maintenance - - - - Depreciation and amortization - - - - Taxes other than income taxes - - - - --------------- --------------- --------------- --------------- - - - - --------------- --------------- --------------- --------------- OPERATING INCOME - - - - --------------- --------------- --------------- --------------- OTHER INCOME Allowance for equity funds used during construction - - - - Other income - - - - Minority interest inc. or exp. - - - - Equity in consol subs - - - - --------------- --------------- --------------- --------------- - - - - --------------- --------------- --------------- --------------- INTEREST EXPENSE Interest charges - - - - Allowance for borrowed funds used during construction and capitalized interest - - - - --------------- --------------- --------------- --------------- - - - - --------------- --------------- --------------- --------------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - - - - --------------- --------------- --------------- --------------- INCOME BEFORE INCOME TAXES - - - - INCOME TAXES - - - - --------------- --------------- --------------- --------------- NET INCOME (LOSS) - - - - DIVIDENDS ON PREFERRED STOCK - - - - --------------- --------------- --------------- --------------- EARNINGS APPLICABLE TO COMMON STOCK $ - $ - $ - $ - =============== =============== =============== =============== EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
DCI II* Burney* --------------- --------------- OPERATING REVENUES Other services $ - $ - --------------- --------------- - - --------------- --------------- OPERATING EXPENSES Other services' cost of sales - - Operation and maintenance - - Depreciation and amortization - - Taxes other than income taxes - - --------------- --------------- - - --------------- --------------- OPERATING INCOME - - --------------- --------------- OTHER INCOME Allowance for equity funds used during construction - - Other income - - Minority interest inc. or exp. - - Equity in consol subs - - --------------- --------------- - - --------------- --------------- INTEREST EXPENSE Interest charges - - Allowance for borrowed funds used during construction and capitalized interest - - --------------- --------------- - - --------------- --------------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - - --------------- --------------- INCOME BEFORE INCOME TAXES - - INCOME TAXES - - --------------- --------------- NET INCOME (LOSS) - - DIVIDENDS ON PREFERRED STOCK - - --------------- --------------- EARNINGS APPLICABLE TO COMMON STOCK $ - $ - =============== =============== EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F - 1D Page 1 Of 1 39 Conectiv Energy Holding Company and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CEH Reclasses & Consolidated* Consol. Entries* CEH* CESI* ------------- --------------- --------------- --------------- OPERATING REVENUES Electric $ - $ - $ - $ - Gas - - - - Other services - - - - ------------- --------------- --------------- --------------- - - - - ------------- --------------- --------------- --------------- OPERATING EXPENSES Electric fuel and purchased energy and capacity - - - - Gas purchased - - - - Other services' cost of sales - - - - Operation and maintenance - - - - Depreciation and amortization - - - - Taxes other than income taxes - - - - ------------- --------------- --------------- --------------- - - - - ------------- --------------- --------------- --------------- OPERATING INCOME - - - - ------------- --------------- --------------- --------------- OTHER INCOME Other income - - - - Minority interest inc. or exp. - - Equity in consol subs - - - - ------------- --------------- --------------- --------------- - - - - ------------- --------------- --------------- --------------- INTEREST EXPENSE Interest charges - - - - Allowance for borrowed funds used during construction and capitalized interest - - - - ------------- --------------- --------------- --------------- - - - - ------------- --------------- --------------- --------------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - - - - ------------- --------------- --------------- --------------- INCOME BEFORE INCOME TAXES - - - - INCOME TAXES - - - - ------------- --------------- --------------- --------------- NET INCOME (LOSS) - - - - DIVIDENDS ON PREFERRED STOCK - - - - ------------- --------------- --------------- --------------- EARNINGS APPLICABLE TO COMMON STOCK $ - $ - $ - $ - ============= =============== =============== =============== EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
ACE COSC* REIT* ---------------- ----------------- OPERATING REVENUES Electric $ - $ - Gas - - Other services - - --------------- ------------------ - - --------------- ------------------ OPERATING EXPENSES Electric fuel and purchased energy and capacity - - Gas purchased - - Other services' cost of sales - - Operation and maintenance - - Depreciation and amortization - - Taxes other than income taxes - - --------------- ------------------ - - --------------- ------------------ OPERATING INCOME - - --------------- ------------------ OTHER INCOME Other income - - Minority interest inc. or exp. Equity in consol subs - - --------------- ------------------ - - --------------- ------------------ INTEREST EXPENSE Interest charges - - Allowance for borrowed funds used during construction and capitalized interest - - --------------- ------------------ - - --------------- ------------------ PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - - --------------- ------------------ INCOME BEFORE INCOME TAXES - - INCOME TAXES - - --------------- ------------------ NET INCOME (LOSS) - - DIVIDENDS ON PREFERRED STOCK - - --------------- ------------------ EARNINGS APPLICABLE TO COMMON STOCK $ - $ - =============== ================== EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F - 1E Page 1 Of 2 40 Conectiv Energy Holding Company and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
CAG* CDG* ---------------- ---------------- OPERATING REVENUES Electric $ - $ - Gas - - Other services - - --------------- ----------------- - - --------------- ----------------- OPERATING EXPENSES Electric fuel and purchased energy and capacity - - Gas purchased - - Other services' cost of sales - - Operation and maintenance - - Depreciation and amortization - - Taxes other than income taxes - - --------------- ----------------- - - --------------- ----------------- OPERATING INCOME - - --------------- ----------------- OTHER INCOME Other income - - Minority interest inc. or exp. Equity in consol subs - - --------------- ----------------- - - --------------- ----------------- INTEREST EXPENSE Interest charges - - Allowance for borrowed funds used during construction and capitalized interest - - --------------- ----------------- - - --------------- ----------------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - - --------------- ----------------- INCOME BEFORE INCOME TAXES - - INCOME TAXES - - --------------- ----------------- NET INCOME (LOSS) - - DIVIDENDS ON PREFERRED STOCK - - --------------- ----------------- EARNINGS APPLICABLE TO COMMON STOCK $ - $ - =============== ================= EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F - 1E Page 2 Of 2 41 Conectiv Communications, Inc. and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CCI Reclasses & CCI Consolidated* Consol. Entries* Parent* CCV* ------------------ ---------------- ------------------ --------------- OPERATING REVENUES Other services $ - $ - $ - $ - ------------------ ---------------- ------------------ --------------- - - - - ------------------ ---------------- ------------------ --------------- OPERATING EXPENSES Other services' cost of sales - - - - Operation and maintenance - - - - Depreciation and amortization - - - - Taxes other than income taxes - - - - ------------------ ---------------- ------------------ --------------- - - - - ------------------ ---------------- ------------------ --------------- OPERATING INCOME - - - - ------------------ ---------------- ------------------ --------------- OTHER INCOME Other income - - - - Equity in consol subs - - - - ------------------ ---------------- ------------------ --------------- - - - - ------------------ ---------------- ------------------ --------------- INTEREST EXPENSE Interest charges - - - - Allowance for borrowed funds used during construction and capitalized interest - - - - ------------------ ---------------- ------------------ --------------- - - - - ------------------ ---------------- ------------------ --------------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - - - - ------------------ ---------------- ------------------ --------------- INCOME BEFORE INCOME TAXES - - - - INCOME TAXES - - - - ------------------ ---------------- ------------------ --------------- NET INCOME (LOSS) - - - - DIVIDENDS ON PREFERRED STOCK - - - - ------------------ ---------------- ------------------ --------------- EARNINGS APPLICABLE TO COMMON STOCK $ - $ - $ - $ - ================== ================ ================== =============== EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F - 1F Page 1 Of 1 42 Conectiv Solutions LLC and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total Solutions Reclasses & Solutions ATE Consolidated* Consol. Entries* Parent* Consolidated* --------------- --------------- ----------- ------------- OPERATING REVENUES Electric $ - $ - $ - $ - Gas - - - - Other services - - - - --------------- --------------- ----------- ------------- - - - - --------------- --------------- ----------- ------------- OPERATING EXPENSES Electric fuel and purchased energy and capacity - - - - Gas purchased - - - - Other services' cost of sales - - - - Special charges - - - - Operation and maintenance - - - - Depreciation and amortization - - - - Taxes other than income taxes - - - - --------------- --------------- ----------- ------------- - - - - --------------- --------------- ----------- ------------- OPERATING INCOME - - - - --------------- --------------- ----------- ------------- OTHER INCOME Allowance for equity funds used during construction - - - - Other income - - - - Minority interest inc. or exp. - - - - Equity in consol subs - - - - --------------- --------------- ----------- ------------- - - - - --------------- --------------- ----------- ------------- INTEREST EXPENSE Interest charges - - - - Allowance for borrowed funds used during construction and capitalized interest - - - - --------------- --------------- ----------- ------------- - - - - --------------- --------------- ----------- ------------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - - - - --------------- --------------- ----------- ------------- INCOME BEFORE INCOME TAXES - - - - INCOME TAXES - - - - --------------- --------------- ----------- ------------- NET INCOME (LOSS) - - - - DIVIDENDS ON PREFERRED STOCK - - - - --------------- --------------- ----------- ------------- EARNINGS APPLICABLE TO COMMON STOCK $ - $ - $ - $ - =============== =============== =========== ============= EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
Elimination ATE/KSA* ATE* ------------ ----------- OPERATING REVENUES Electric $ - $ - Gas - - Other services - - ------------ ----------- - - ------------ ----------- OPERATING EXPENSES Electric fuel and purchased energy and capacity - - Gas purchased - - Other services' cost of sales - - Special charges - - Operation and maintenance - - Depreciation and amortization - - Taxes other than income taxes - - ------------ ----------- - - ------------ ----------- OPERATING INCOME - - ------------ ----------- OTHER INCOME Allowance for equity funds used during construction - - Other income - - Minority interest inc. or exp. - - Equity in consol subs - - ------------ ----------- - - ------------ ----------- INTEREST EXPENSE Interest charges - - Allowance for borrowed funds used during construction and capitalized interest - - ------------ ----------- - - ------------ ----------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - - ------------ ----------- INCOME BEFORE INCOME TAXES - - INCOME TAXES - - ------------ ----------- NET INCOME (LOSS) - - DIVIDENDS ON PREFERRED STOCK - - ------------ ----------- EARNINGS APPLICABLE TO COMMON STOCK $ - $ - ============ =========== EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F - 1G Page 1 Of 2 43 Conectiv Solutions LLC and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
Vital CSI II KSA* Services* Consolidated* ------------- -------------- ------------ OPERATING REVENUES Electric $ - $ - $ - Gas - - - Other services - - - ------------- -------------- ------------ - - - ------------- -------------- ------------ OPERATING EXPENSES Electric fuel and purchased energy and capacity - - - Gas purchased - - - Other services' cost of sales - - - Special charges - - - Operation and maintenance - - - Depreciation and amortization - - - Taxes other than income taxes - - - ------------- -------------- ------------ - - - ------------- -------------- ------------ OPERATING INCOME - - - ------------- -------------- ------------ OTHER INCOME Allowance for equity funds used during construction - - - Other income - - - Minority interest inc. or exp. - - - Equity in consol subs - - - ------------- -------------- ------------ - - - ------------- -------------- ------------ INTEREST EXPENSE Interest charges - - - Allowance for borrowed funds used during construction and capitalized interest - - - ------------- -------------- ------------ - - - ------------- -------------- ------------ PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - - - ------------- -------------- ------------ INCOME BEFORE INCOME TAXES - - - INCOME TAXES - - - ------------- -------------- ------------ NET INCOME (LOSS) - - - DIVIDENDS ON PREFERRED STOCK - - - ------------- -------------- ------------ EARNINGS APPLICABLE TO COMMON STOCK $ - $ - $ - ============= ============== ============ EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F - 1G Page 2 Of 2 44 Conectiv Services II, Inc. and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CSI II Reclasses & CSI II Consolidated* Consol. Entries* Parent* CSI* ------------- --------------- ------------ ------------- OPERATING REVENUES Electric $ - $ - $ - $ - Gas - - - - Other services - - - - ------------- --------------- ------------ ------------- - - - - ------------- --------------- ------------ ------------- OPERATING EXPENSES Electric fuel and purchased energy and capacity - - - - Gas purchased - - - - Other services' cost of sales - - - - Special charges - - - - Gain on sale of interest in nuclear plants - - - - Operation and maintenance - - - - Depreciation and amortization - - - - Taxes other than income taxes - - - - ------------- --------------- ------------ ------------- - - - - ------------- --------------- ------------ ------------- OPERATING INCOME - - - - ------------- --------------- ------------ ------------- OTHER INCOME Allowance for equity funds used during construction - - - - Other income - - - - Minority interest inc. or exp. - - - - Equity in consol subs - - - - ------------- --------------- ------------ ------------- - - - - ------------- --------------- ------------ ------------- INTEREST EXPENSE Interest charges - - - - Allowance for borrowed funds used during construction and capitalized interest - - - - ------------- --------------- ------------ ------------- - - - - ------------- --------------- ------------ ------------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - - - - ------------- --------------- ------------ ------------- INCOME BEFORE INCOME TAXES - - - - INCOME TAXES - - - - ------------- --------------- ------------ ------------- NET INCOME (LOSS) - - - - DIVIDENDS ON PREFERRED STOCK - - - - ------------- --------------- ------------ ------------- EARNINGS APPLICABLE TO COMMON STOCK $ - $ - $ - $ - ============= =============== ============ ============= EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
Plumbing* ---------------- OPERATING REVENUES Electric $ - Gas - Other services - ---------------- - ---------------- OPERATING EXPENSES Electric fuel and purchased energy and capacity - Gas purchased - Other services' cost of sales - Special charges - Gain on sale of interest in nuclear plants - Operation and maintenance - Depreciation and amortization - Taxes other than income taxes - ---------------- - ---------------- OPERATING INCOME - ---------------- OTHER INCOME Allowance for equity funds used during construction - Other income - Minority interest inc. or exp. - Equity in consol subs - ---------------- - ---------------- INTEREST EXPENSE Interest charges - Allowance for borrowed funds used during construction and capitalized interest - ---------------- - ---------------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - ---------------- INCOME BEFORE INCOME TAXES - INCOME TAXES - ---------------- NET INCOME (LOSS) - DIVIDENDS ON PREFERRED STOCK - ---------------- EARNINGS APPLICABLE TO COMMON STOCK $ - ================ EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F - 1H Page 1 Of 2 45 Conectiv Services II, Inc. and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
CTS Consolidated* -------------------- OPERATING REVENUES Electric $ - Gas - Other services - -------------------- - -------------------- OPERATING EXPENSES Electric fuel and purchased energy and capacity - Gas purchased - Other services' cost of sales - Special charges - Gain on sale of interest in nuclear plants - Operation and maintenance - Depreciation and amortization - Taxes other than income taxes - -------------------- - -------------------- OPERATING INCOME - -------------------- OTHER INCOME Allowance for equity funds used during construction - Other income - Minority interest inc. or exp. - Equity in consol subs - -------------------- - -------------------- INTEREST EXPENSE Interest charges - Allowance for borrowed funds used during construction and capitalized interest - -------------------- - -------------------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - -------------------- INCOME BEFORE INCOME TAXES - INCOME TAXES - -------------------- NET INCOME (LOSS) - DIVIDENDS ON PREFERRED STOCK - -------------------- EARNINGS APPLICABLE TO COMMON STOCK $ - ==================== EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F - 1H Page 2 Of 2 46 Conectiv Thermal Systems, Inc. and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CTS Reclasses & CTS Consolidated* Consol. Entries* Parent* ATS* --------------- ---------------- ------------- ------------ OPERATING REVENUES Gas $ - $ - $ - $ - Other services - - - - --------------- ---------------- ------------- ------------ - - - - --------------- ---------------- ------------- ------------ OPERATING EXPENSES Gas purchased - - - - Other services' cost of sales - - - - Special Charges - - - - Operation and maintenance - - - - Depreciation and amortization - - - - Taxes other than income taxes - - - - --------------- ---------------- ------------- ------------ - - - - --------------- ---------------- ------------- ------------ OPERATING INCOME - - - - --------------- ---------------- ------------- ------------ OTHER INCOME Other income - - - - Equity in consol subs - - - - --------------- ---------------- ------------- ------------ - - - - --------------- ---------------- ------------- ------------ INTEREST EXPENSE Interest charges - - - - Allowance for borrowed funds used during construction and capitalized interest - - - - --------------- ---------------- ------------- ------------ - - - - --------------- ---------------- ------------- ------------ PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - - - - --------------- ---------------- ------------- ------------ INCOME BEFORE INCOME TAXES - - - - INCOME TAXES - - - - --------------- ---------------- ------------- ------------ NET INCOME (LOSS) - - - - DIVIDENDS ON PREFERRED STOCK - - - - --------------- ---------------- ------------- ------------ EARNINGS APPLICABLE TO COMMON STOCK $ - $ - $ - $ - =============== ================ ============= ============ EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
AJTS* TELP* --------------- ------------ OPERATING REVENUES Gas $ - $ - Other services - - --------------- ------------ - - --------------- ------------ OPERATING EXPENSES Gas purchased - - Other services' cost of sales - - Special Charges - - Operation and maintenance - - Depreciation and amortization - - Taxes other than income taxes - - --------------- ------------ - - --------------- ------------ OPERATING INCOME - - --------------- ------------ OTHER INCOME Other income - - Equity in consol subs - - --------------- ------------ - - --------------- ------------ INTEREST EXPENSE Interest charges - - Allowance for borrowed funds used during construction and capitalized interest - - --------------- ------------ - - --------------- ------------ PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES - - --------------- ------------ INCOME BEFORE INCOME TAXES - - INCOME TAXES - - --------------- ------------ NET INCOME (LOSS) - - DIVIDENDS ON PREFERRED STOCK - - --------------- ------------ EARNINGS APPLICABLE TO COMMON STOCK $ - $ - =============== ============ EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F - 1I Page 1 Of 2 47 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total AGI Reclasses & AGI Consolidated* Consol. Entries* Parent* Vin LTD* Vin Gen* Bing LTD* ------------- ---------------- ------- -------- -------- --------- OPERATING REVENUES Other services $ -- $ -- $ -- $ -- $ -- $ -- ----------- ----------- ----------- ----------- ----------- ----------- -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- OPERATING EXPENSES Operation and maintenance -- -- -- -- -- -- Depreciation and amortization -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- OPERATING INCOME -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- OTHER INCOME Other income -- -- -- -- -- -- Minority interest inc. or exp. -- -- -- -- -- -- Equity in consol subs -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- INTEREST EXPENSE Interest charges -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- INCOME BEFORE INCOME TAXES -- -- -- -- -- -- INCOME TAXES -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- NET INCOME (LOSS) -- -- -- -- -- -- DIVIDENDS ON PREFERRED STOCK -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- EARNINGS APPLICABLE TO COMMON STOCK $ -- $ -- $ -- $ -- $ -- $ -- =========== =========== =========== =========== =========== =========== EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F-1J Page 1 Of 2 48 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
Bing Gen* Ped Gen* --------- -------- OPERATING REVENUES Other services $ -- $ -- ----------- ----------- -- -- ----------- ----------- OPERATING EXPENSES Operation and maintenance -- -- Depreciation and amortization -- -- ----------- ----------- -- -- ----------- ----------- OPERATING INCOME -- -- ----------- ----------- OTHER INCOME Other income -- -- Minority interest inc. or exp -- -- Equity in consol subs -- -- ----------- ----------- -- -- ----------- ----------- INTEREST EXPENSE Interest charges -- -- ----------- ----------- -- -- ----------- ----------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES -- -- ----------- ----------- INCOME BEFORE INCOME TAXES -- -- INCOME TAXES -- -- ----------- ----------- NET INCOME (LOSS) -- -- DIVIDENDS ON PREFERRED STOCK -- -- ----------- ----------- EARNINGS APPLICABLE TO COMMON STOCK $ -- $ -- =========== =========== EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F-1J Page 2 Of 2 49 Haymoor, L.L.C. and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total Haymoor Reclasses & Haymoor Conectiv Consolidated* Consol. Entries* Parent* Energy Inc* ------------- ---------------- ------- ----------- OPERATING REVENUES Other services $ -- $ -- $ -- $ -- ----------- ----------- ----------- ----------- -- -- -- -- ----------- ----------- ----------- ----------- OPERATING EXPENSES Other services' cost of sales -- -- -- -- Operation and maintenance -- -- -- -- Depreciation and amortization -- -- -- -- Taxes other than income taxes -- -- -- -- ----------- ----------- ----------- ----------- -- -- -- -- ----------- ----------- ----------- ----------- OPERATING INCOME -- -- -- -- ----------- ----------- ----------- ----------- OTHER INCOME Other income -- -- -- -- Equity in consol subs -- -- -- -- ----------- ----------- ----------- ----------- -- -- -- -- ----------- ----------- ----------- ----------- INTEREST EXPENSE Interest charges -- -- -- -- Allowance for borrowed funds used during construction and capitalized interest -- -- -- -- ----------- ----------- ----------- ----------- -- -- -- -- ----------- ----------- ----------- ----------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES -- -- -- -- ----------- ----------- ----------- ----------- INCOME BEFORE INCOME TAXES -- -- -- -- INCOME TAXES -- -- -- -- ----------- ----------- ----------- ----------- NET INCOME (LOSS) -- -- -- -- DIVIDENDS ON PREFERRED STOCK -- -- -- -- ----------- ----------- ----------- ----------- EARNINGS APPLICABLE TO COMMON STOCK $ -- $ -- $ -- $ -- =========== =========== =========== =========== EARNINGS (LOSS) APPLICABLE TO: Common stock Class A common stock
*CONFIDENTIAL TREATMENT REQUESTED F-1K Page 1 Of 1 50 Conectiv and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
ELIMINATIONS TOTAL RECLASSES & CONECTIV DPL ACE CONECTIV CONSOLIDATIONS PARENT CONSOLIDATED CONSOLIDATED -------- -------------- ------ ------------ ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 123,562 $ (1) $ 477 $ 6,263 $ 8,117 Accounts receivable 824,182 (44) 1,618 299,711 145,208 Allowance for Doubtful Accounts (31,339) 850 -- (16,285) (4,423) Accounts Receivable from Associated Companies -- (131,138) 22,788 21,915 -- Intercompany Loan Receivable (Money Pool) -- (334,851) 422 88,341 147,954 Inventories, at average cost Fuel (coal, oil and gas) 54,578 1 -- 19,877 6,818 Materials and supplies 62,675 (1) -- 23,912 6,786 Deferred energy supply costs 22,094 -- -- 22,094 -- Taxes receivable -- (14,373) 14,373 Other prepayments 23,354 -- 19 22,209 1,738 Deferred income taxes, net 13,155 (2,595) -- -- 15,750 ----------- ----------- ----------- ----------- ----------- 1,092,261 (482,152) 39,697 488,037 327,948 ----------- ----------- ----------- ----------- ----------- INVESTMENTS Investment in leveraged leases 53,706 -- -- -- -- Funds held by trustee 122,387 -- -- 5,022 112,501 Note Receivable from Associated Companies -- (287,564) 267,446 -- -- Investment in Consolidated Companies -- (1,741,735) 1,736,901 -- -- Other investments 70,780 -- 1,619 1,253 -- ----------- ----------- ----------- ----------- ----------- 246,873 (2,029,299) 2,005,966 6,275 112,501 ----------- ----------- ----------- ----------- ----------- PROPERTY, PLANT AND EQUIPMENT Electric generation 1,576,550 -- -- 617,077 142,243 Electric transmission and distribution 2,711,907 -- -- 1,451,644 1,255,184 Gas transmission and distribution 277,650 -- -- 277,650 -- Other electric and gas facilities 390,313 -- -- 184,529 119,782 Other property, plant, and equipment 251,567 (849) -- 5,463 5,772 ----------- ----------- ----------- ----------- ----------- 5,207,987 (849) -- 2,536,363 1,522,981 Less: Accumulated depreciation 2,179,951 (1) -- 1,090,557 640,103 ----------- ----------- ----------- ----------- ----------- Net plant in service 3,028,036 (848) -- 1,445,806 882,878 Construction work-in-progress 406,884 (1) -- 80,103 50,247 Leased nuclear fuel, at amortized cost 28,352 -- -- -- 28,352 Goodwill, net 344,514 268,566 -- 67,945 -- ----------- ----------- ----------- ----------- ----------- 3,807,786 267,717 -- 1,593,854 961,477 ----------- ----------- ----------- ----------- ----------- DEFERRED CHARGES AND OTHER ASSETS Recoverable stranded costs 988,153 (1) -- 29,271 958,883 Deferred recoverable income taxes 84,730 (1) -- 70,753 13,978 Unrecovered purchased power costs 14,487 -- -- -- 14,487 Unrecovered New Jersey state excise tax 10,360 -- -- -- 10,360 Deferred debt refinancing costs 20,656 -- -- 8,247 12,409 Deferred other postretirement benefit costs 29,981 -- -- -- 29,981 Prepaid employee benefits costs 69,963 (94,853) -- 174,335 -- Unamortized debt expense 25,553 -- 1,149 10,624 12,842 License fees 21,956 -- -- -- -- Other 65,236 (1) -- 24,723 26,516 ----------- ----------- ----------- ----------- ----------- 1,331,075 (94,856) 1,149 317,953 1,079,456 ----------- ----------- ----------- ----------- ----------- TOTAL ASSETS $ 6,477,995 $(2,338,590) $ 2,046,812 $ 2,406,119 $ 2,481,382 =========== =========== =========== =========== ===========
*CONFIDENTIAL TREATMENT REQUESTED F-2A Page 1 Of 6 51 Conectiv and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
CPI CEH CCI SOLUTIONS CONSOLIDATED* CONSOLIDATED* ASP* CONSOLIDATED* CONSOLIDATED* CRP ------------- ------------- ---- ------------- ------------- --- ASSETS CURRENT ASSETS Cash and cash equivalents $ -- $ -- $ -- $ -- $ -- $ 64,301 Accounts receivable -- -- -- -- -- 1,292 Allowance for Doubtful Accounts -- -- -- -- -- -- Accounts Receivable from Associated Companies -- -- -- -- -- 62,259 Intercompany Loan Receivable (Money Pool) -- -- -- -- -- -- Inventories, at average cost Fuel (coal, oil and gas) -- -- -- -- -- -- Materials and supplies -- -- -- -- -- -- Deferred energy supply costs -- -- -- -- -- -- Taxes receivable Other prepayments -- -- -- -- -- 788 Deferred income taxes, net -- -- --------- --------- --------- --------- --------- --------- -- -- -- -- -- 128,640 --------- --------- --------- --------- --------- --------- INVESTMENTS Investment in leveraged leases -- -- -- -- -- -- Funds held by trustee -- -- -- -- -- 4,476 Note Receivable from Associated Companies -- -- -- -- -- -- Investment in Consolidated Companies -- -- -- -- -- -- Other investments -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- -- -- -- -- -- 4,476 --------- --------- --------- --------- --------- --------- PROPERTY, PLANT AND EQUIPMENT Electric generation -- -- -- -- -- -- Electric transmission and distribution -- -- -- -- -- 5,079 Gas transmission and distribution -- -- -- -- -- -- Other electric and gas facilities -- -- -- -- -- 77,557 Other property, plant, and equipment -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- -- -- -- -- -- 82,636 Less: Accumulated depreciation -- -- -- -- -- 16,798 --------- --------- --------- --------- --------- --------- Net plant in service -- -- -- -- -- 65,838 Construction work-in-progress -- -- -- -- -- 7,377 Leased nuclear fuel, at amortized cost -- -- -- -- -- -- Goodwill, net -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- -- -- -- -- -- 73,215 --------- --------- --------- --------- --------- --------- DEFERRED CHARGES AND OTHER ASSETS Recoverable stranded costs -- -- -- -- -- -- Deferred recoverable income taxes -- -- -- -- -- -- Unrecovered purchased power costs -- -- -- -- -- -- Unrecovered New Jersey state excise tax -- -- -- -- -- -- Deferred debt refinancing costs -- -- -- -- -- -- Deferred other postretirement benefit costs -- -- -- -- -- -- Prepaid employee benefits costs -- -- -- -- -- (7,753) Unamortized debt expense -- -- -- -- -- -- License fees -- -- -- -- -- -- Other -- -- -- -- -- 4,094 --------- --------- --------- --------- --------- --------- -- -- -- -- -- (3,659) --------- --------- --------- --------- --------- --------- TOTAL ASSETS $ -- $ -- $ -- $ -- $ -- $ 202,672 ========= ========= ========= ========= ========= =========
*CONFIDENTIAL TREATMENT REQUESTED F-2A Page 2 Of 6 52 Conectiv and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
AGI HAYMOOR CONSOLIDATED* CONSOLIDATED* ENERVAL* CMM* ------------- ------------- -------- ---- ASSETS CURRENT ASSETS Cash and cash equivalents $ -- $ -- $ -- $ -- Accounts receivable -- -- -- -- Allowance for Doubtful Accounts -- -- -- -- Accounts Receivable from Associated Companies -- -- -- -- Intercompany Loan Receivable (Money Pool) -- -- -- -- Inventories, at average cost Fuel (coal, oil and gas) -- -- -- -- Materials and supplies -- -- -- -- Deferred energy supply costs -- -- -- -- Taxes receivable Other prepayments -- -- -- -- Deferred income taxes, net ---------- ---------- ---------- ---------- -- -- -- -- ---------- ---------- ---------- ---------- INVESTMENTS Investment in leveraged leases -- -- -- -- Funds held by trustee -- -- -- -- Note Receivable from Associated Companies -- -- -- -- Investment in Consolidated Companies -- -- -- -- Other investments -- -- -- -- ---------- ---------- ---------- ---------- -- -- -- -- ---------- ---------- ---------- ---------- PROPERTY, PLANT AND EQUIPMENT Electric generation -- -- -- -- Electric transmission and distribution -- -- -- -- Gas transmission and distribution -- -- -- -- Other electric and gas facilities -- -- -- -- Other property, plant, and equipment -- -- -- -- ---------- ---------- ---------- ---------- -- -- -- -- Less: Accumulated depreciation -- -- -- -- ---------- ---------- ---------- ---------- Net plant in service -- -- -- -- Construction work-in-progress -- -- -- -- Leased nuclear fuel, at amortized cost -- -- -- -- Goodwill, net -- -- -- -- ---------- ---------- ---------- ---------- -- -- -- -- ---------- ---------- ---------- ---------- DEFERRED CHARGES AND OTHER ASSETS Recoverable stranded costs -- -- -- -- Deferred recoverable income taxes -- -- -- -- Unrecovered purchased power costs -- -- -- -- Unrecovered New Jersey state excise tax -- -- -- -- Deferred debt refinancing costs -- -- -- -- Deferred other postretirement benefit costs -- -- -- -- Prepaid employee benefits costs -- -- -- -- Unamortized debt expense -- -- -- -- License fees -- -- -- -- Other -- -- -- -- ---------- ---------- ---------- ---------- -- -- -- -- ---------- ---------- ---------- ---------- TOTAL ASSETS $ -- $ -- $ -- $ -- ========== ========== ========== ==========
*CONFIDENTIAL TREATMENT REQUESTED F-2A Page 3 Of 6 53 Conectiv and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
ELIMINATIONS TOTAL RECLASSES & CONECTIV DPL ACE CONECTIV CONSOLIDATIONS PARENT CONSOLIDATED CONSOLIDATED -------- -------------- ------ ------------ ------------ CURRENT LIABILITIES Short-term debt $ 709,530 $ -- $ 605,030 $ -- $ -- Long-term debt due within one year 100,721 -- -- 2,253 97,200 Variable rate demand bonds 158,430 -- -- 104,830 22,600 Intercompany Loan Payable (Money Pool) -- (334,945) -- -- -- Accounts payable 490,887 95 -- 174,470 43,000 Accounts Payable from Associated Companies -- (106,641) -- -- 7,744 Notes payable to Associated Companies -- (287,564) -- -- -- Taxes accrued 10,877 (14,371) -- 25,016 10,243 Interest accrued 45,296 (1) 2,306 19,406 18,193 Dividends payable 27,111 (22,788) 25,565 6,463 17,871 Deferred energy supply costs 34,650 -- -- -- 34,650 Current capital lease obligation 15,591 -- -- 111 15,480 Above-market purchased energy contracts and other electric restructuring liabilities 23,891 -- -- 16,305 7,586 Deferred income taxes, net -- (2,594) -- 2,594 -- Other 107,025 (994) 2,086 34,426 30,268 ----------- ----------- ---------- ----------- ----------- 1,724,009 (769,803) 634,987 385,874 304,835 ----------- ----------- ---------- ----------- ----------- DEFERRED CREDITS AND OTHER LIABILITIES Other postretirement benefits obligation 90,335 20,134 -- -- 64,562 Deferred income taxes, net 823,094 (77,592) 1,556 340,048 405,385 Deferred investment tax credits 64,316 1 -- 20,505 35,851 Regulatory liability for New Jersey income tax benefit 49,262 -- -- -- 49,262 Above-market purchased energy contracts and other electric restructuring liabilities 103,575 -- -- 86,831 16,744 Deferred gain on termination of purchased energy contract 74,968 74,968 -- -- -- Minority Interest Liability -- (4,834) -- -- -- Long-term capital lease obligation 13,744 -- -- 872 12,872 Other 67,751 (771) -- 28,782 28,918 ----------- ----------- ---------- ----------- ----------- 1,287,045 11,906 1,556 477,038 613,594 ----------- ----------- ---------- ----------- ----------- CAPITALIZATION Common stock: $0.01 per share par value 150,000,000 shares authorized; shares outstanding - - 82,859,779 in 2000, and 86,173,169 in 1999 830 (54,972) 830 2 54,963 Class A common stock, $0.01 par value; 10,000,000 shares authorized; shares outstanding - - 5,742,315 in 2000, 5,742,315 in 1999 57 -- 57 -- -- Additional paid-in capital - - common stock 1,028,780 (1,262,595) 1,028,780 212,612 410,194 Additional paid-in capital - - Class A common stock 93,738 -- 93,738 -- -- Retained (deficit) earnings 42,768 (264,202) 42,768 257,866 114,962 ----------- ----------- ---------- ----------- ----------- 1,166,173 (1,581,769) 1,166,173 470,480 580,119 Treasury shares, at cost: 130,604 shares in 2000; 167,513 shares in 1999 (2,688) -- (2,688) -- -- Unearned compensation (1,172) -- (1,172) -- -- Accumulated other comprehensive income (2,044) 1,078 (2,044) -- -- ----------- ----------- ---------- ----------- ----------- Total common stockholders' equity 1,160,269 (1,580,691) 1,160,269 470,480 580,119 Preferred stock of subsidiaries: Not subject to mandatory redemption 95,933 (1) -- 89,703 6,231 Subject to mandatory redemption 188,950 -- -- 70,000 118,950 Long-term debt 2,021,789 (1) 250,000 913,024 857,653 ----------- ----------- ---------- ----------- ----------- 3,466,941 (1,580,693) 1,410,269 1,543,207 1,562,953 ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- TOTAL CAPITALIZATION AND LIABILITIES $ 6,477,995 $(2,338,590) $2,046,812 $ 2,406,119 $ 2,481,382 =========== =========== ========== =========== ===========
*CONFIDENTIAL TREATMENT REQUESTED F-2A Page 4 Of 6 54 Conectiv and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
CPI CEH CCI SOLUTIONS CONSOLIDATED* CONSOLIDATED* ASP* CONSOLIDATED* CONSOLIDATED* CRP ------------- ------------- ---- ------------- ------------- --- CURRENT LIABILITIES Short-term debt $ -- $ -- $ -- $ -- $ -- $ -- Long-term debt due within one year -- -- -- -- -- -- Variable rate demand bonds -- -- -- -- -- -- Intercompany Loan Payable (Money Pool) -- -- -- -- -- 130,984 Accounts payable -- -- -- -- -- 11,963 Accounts Payable from Associated Companies -- -- -- -- -- -- Notes payable to Associated Companies -- -- -- -- -- 20,118 Taxes accrued -- -- -- -- -- (4,845) Interest accrued -- -- -- -- -- 2,070 Dividends payable -- -- -- -- -- -- Deferred energy supply costs -- -- -- -- -- -- Current capital lease obligation -- -- -- -- -- -- Above-market purchased energy contracts and other electric restructuring liabilities -- -- -- -- -- -- Deferred income taxes, net -- -- -- -- -- -- Other -- -- -- -- -- 26,112 --------- --------- ---- --------- --------- -------- -- -- -- -- -- 186,402 --------- --------- ---- --------- --------- -------- DEFERRED CREDITS AND OTHER LIABILITIES Other postretirement benefits obligation -- -- -- -- -- 4,932 Deferred income taxes, net -- -- -- -- -- 7,631 Deferred investment tax credits -- -- -- -- -- -- Regulatory liability for New Jersey income tax benefit -- -- -- -- -- -- Above-market purchased energy contracts and other electric restructuring liabilities -- -- -- -- -- -- Deferred gain on termination of purchased energy contract -- -- -- -- -- -- Minority Interest Liability -- -- -- -- -- -- Long-term capital lease obligation -- -- -- -- -- -- Other -- -- -- -- -- 3,935 --------- --------- ---- --------- --------- -------- -- -- -- -- -- 16,498 --------- --------- ---- --------- --------- -------- CAPITALIZATION Common stock: $0.01 per share par value 150,000,000 shares authorized; shares outstanding - - 82,859,779 in 2000, and 86,173,169 in 1999 -- -- -- -- -- 1 Class A common stock, $0.01 par value; 10,000,000 shares authorized; shares outstanding - - 5,742,315 in 2000, 5,742,315 in 1999 -- -- -- -- -- -- Additional paid-in capital - - common stock -- -- -- -- -- -- Additional paid-in capital - - Class A common stock -- -- -- -- -- -- Retained (deficit) earnings -- -- -- -- -- (229) --------- --------- ---- --------- --------- -------- -- -- -- -- -- (228) Treasury shares, at cost: 130,604 shares in 2000; 167,513 shares in 1999 -- -- -- -- -- -- Unearned compensation -- -- -- -- -- -- Accumulated other comprehensive income -- -- -- -- -- -- --------- --------- ---- --------- --------- -------- Total common stockholders' equity -- -- -- -- -- (228) Preferred stock of subsidiaries: Not subject to mandatory redemption -- -- -- -- -- -- Subject to mandatory redemption -- -- -- -- -- -- Long-term debt -- -- -- -- -- -- --------- --------- ---- --------- --------- -------- -- -- -- -- -- (228) --------- --------- ---- --------- --------- -------- --------- --------- ---- --------- --------- -------- TOTAL CAPITALIZATION AND LIABILITIES $ -- $ -- $ -- $ -- $ -- $202,672 ========= ========= ==== ========= ========= ========
*CONFIDENTIAL TREATMENT REQUESTED F-2A Page 5 Of 6 55 Conectiv and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
AGI HAYMOOR CONSOLIDATED* CONSOLIDATED* ENERVAL* CMM* ------------- ------------- -------- ---- CURRENT LIABILITIES Short-term debt $ -- $ -- $ -- $ -- Long-term debt due within one year -- -- -- -- Variable rate demand bonds -- -- -- -- Intercompany Loan Payable (Money Pool) -- -- -- -- Accounts payable -- -- -- -- Accounts Payable from Associated Companies -- -- -- -- Notes payable to Associated Companies -- -- -- -- Taxes accrued -- -- -- -- Interest accrued -- -- -- -- Dividends payable -- -- -- -- Deferred energy supply costs -- -- -- -- Current capital lease obligation -- -- -- -- Above-market purchased energy contracts and other electric restructuring liabilities -- -- -- -- Deferred income taxes, net -- -- -- -- Other -- -- -- -- ------ ------- ------- ------- -- -- -- -- ------ ------- ------- ------- DEFERRED CREDITS AND OTHER LIABILITIES Other postretirement benefits obligation -- -- -- -- Deferred income taxes, net -- -- -- -- Deferred investment tax credits -- -- -- -- Regulatory liability for New Jersey income tax benefit -- -- -- -- Above-market purchased energy contracts and other electric restructuring liabilities -- -- -- -- Deferred gain on termination of purchased energy contract -- -- -- -- Minority Interest Liability -- -- -- -- Long-term capital lease obligation -- -- -- -- Other -- -- -- -- ------ ------- ------- ------- -- -- -- -- ------ ------- ------- ------- CAPITALIZATION Common stock: $0.01 per share par value 150,000,000 shares authorized; shares outstanding - - 82,859,779 in 2000, and 86,173,169 in 1999 -- -- -- -- Class A common stock, $0.01 par value; 10,000,000 shares authorized; shares outstanding - - 5,742,315 in 2000, 5,742,315 in 1999 -- -- -- -- Additional paid-in capital - - common stock -- -- -- -- Additional paid-in capital - - Class A common stock -- -- -- -- Retained (deficit) earnings -- -- -- -- ------ ------- ------- ------- -- -- -- -- Treasury shares, at cost: 130,604 shares in 2000; 167,513 shares in 1999 -- -- -- -- Unearned compensation -- -- -- -- Accumulated other comprehensive income -- -- -- -- ------ ------- ------- ------- Total common stockholders' equity -- -- -- -- Preferred stock of subsidiaries: Not subject to mandatory redemption -- -- -- -- Subject to mandatory redemption -- -- -- -- Long-term debt -- -- -- -- ------ ------- ------- ------- -- -- -- -- ------ ------- ------- ------- ------ ------- ------- ------- TOTAL CAPITALIZATION AND LIABILITIES $ -- $ -- $ -- $ -- ====== ======= ======= =======
*CONFIDENTIAL TREATMENT REQUESTED F-2A Page 6 Of 6 56 Delmarva Power and Light and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total DPL Reclasses & DPL DPL Consolidated Consol. Entries Parent Financing ------------ --------------- ------ --------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 6,263 $ -- $ 6,263 $ -- Accounts receivable 299,711 -- 299,711 -- Allowance for Doubtful Accounts (16,285) -- (16,285) -- Intercompany Loan Receivable (Money Pool) 88,341 -- 88,341 -- Accounts Receivable from Associated Companies 21,915 -- 21,915 -- Inventories, at average cost Fuel (coal, oil and gas) 19,877 -- 19,877 -- Materials and supplies 23,912 -- 23,912 -- Deferred energy supply costs 22,094 -- 22,094 -- Other prepayments 22,209 -- 22,209 -- ----------- ----------- ----------- ------- 488,037 -- 488,037 -- ----------- ----------- ----------- ------- INVESTMENTS Funds held by trustee 5,022 -- 5,022 -- Investment in Consolidated Companies -- (74,330) 2,165 72,165 Other investments 1,253 -- 1,253 -- ----------- ----------- ----------- ------- 6,275 (74,330) 8,440 72,165 ----------- ----------- ----------- ------- PROPERTY, PLANT AND EQUIPMENT Electric generation 617,077 -- 617,077 -- Electric transmission and distribution 1,451,644 -- 1,451,644 -- Gas transmission and distribution 277,650 -- 277,650 -- Other electric and gas facilities 184,529 -- 184,529 -- Other property, plant, and equipment 5,463 -- 5,463 -- ----------- ----------- ----------- ------- 2,536,363 -- 2,536,363 -- Less: Accumulated depreciation 1,090,557 -- 1,090,557 -- ----------- ----------- ----------- ------- Net plant in service 1,445,806 -- 1,445,806 -- ----------- ----------- ----------- ------- Construction work-in-progress 80,103 -- 80,103 -- Goodwill, net 67,945 -- 67,945 -- ----------- ----------- ----------- ------- 1,593,854 -- 1,593,854 -- ----------- ----------- ----------- ------- DEFERRED CHARGES AND OTHER ASSETS Recoverable stranded costs 29,271 -- 29,271 -- Deferred recoverable income taxes 70,753 -- 70,753 -- Deferred debt refinancing costs 8,247 -- 8,247 -- Prepaid employee benefits costs 174,335 -- 174,335 -- Unamortized debt expense 10,624 -- 10,624 -- Other 24,723 -- 24,723 -- ----------- ----------- ----------- ------- 317,953 -- 317,953 -- ----------- ----------- ----------- ------- TOTAL ASSETS $ 2,406,119 $ (74,330) $ 2,408,284 $72,165 =========== =========== =========== =======
*CONFIDENTIAL TREATMENT REQUESTED F - 2B Page 1 of 2 57 Delmarva Power and Light and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total DPL Reclasses & DPL DPL Consolidated Consol. Entries Parent Financing ------------ --------------- ------ --------- CURRENT LIABILITIES Long-term debt due within one year 2,253 $ -- $ 2,253 $ -- Variable rate demand bonds 104,830 -- 104,830 -- Accounts payable 174,470 -- 174,470 -- Taxes accrued 25,016 -- 25,016 -- Interest accrued 19,406 -- 19,406 -- Dividends payable 6,463 -- 6,463 -- Current capital lease obligation 111 -- 111 -- Above-market purchased energy contracts -- and other electric restructuring liabilities 16,305 -- 16,305 -- Deferred income taxes, net 2,594 -- 2,594 -- Other 34,426 -- 34,426 -- ----------- ----------- ---------- ------- 385,874 -- 385,874 -- ----------- ----------- ---------- ------- DEFERRED CREDITS AND OTHER LIABILITIES Other postretirement benefits obligation -- -- -- -- Deferred income taxes, net 340,048 -- 340,048 -- Deferred investment tax credits 20,505 -- 20,505 -- Above-market purchased energy contracts and other electric restructuring liabilities 86,831 -- 86,831 -- Long-term capital lease obligation 872 -- 872 -- Other 28,782 -- 28,782 -- ----------- ----------- ---------- ------- 477,038 -- 477,038 -- ----------- ----------- ---------- ------- CAPITALIZATION Common Stock 2 (2,165) 2 2,165 Additional paid-in capital - - common stock 212,612 -- 212,612 -- Retained (deficit) earnings 257,866 -- 257,866 -- ----------- ----------- ---------- ------- 470,480 (2,165) 470,480 2,165 Preferred stock of subsidiaries: Not subject to mandatory redemption 89,703 -- 89,703 -- Subject to mandatory redemption 70,000 -- -- 70,000 Advances from Associated Companies -- (72,165) 72,165 Long-term debt 913,024 -- 913,024 -- ----------- ----------- ---------- ------- 1,543,207 (74,330) 1,545,372 72,165 ----------- ----------- ---------- ------- ----------- ----------- ---------- ------- TOTAL CAPITALIZATION AND LIABILITIES $ 2,406,119 $ (74,330) $2,408,284 $72,165 =========== =========== ========== =======
*CONFIDENTIAL TREATMENT REQUESTED F - 2B Page 2 of 2 58 Atlantic City Electric Company and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total ACE Reclasses & ACE ACE ACE Consolidated Consol. Entries Parent Capital I Capital II ------------ --------------- ------ --------- ---------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 8,117 $ -- $ 8,117 $ -- $ -- Accounts receivable 145,208 -- 145,208 -- -- Allowance for Doubtful Accounts (4,423) -- (4,423) -- -- Intercompany Loan Receivable (Money Pool) 147,954 -- 147,954 -- -- Inventories, at average cost Fuel (coal, oil and gas) 6,818 -- 6,818 -- -- Materials and supplies 6,786 -- 6,786 -- -- Other prepayments 1,738 -- 1,738 -- -- Deferred income taxes, net 15,750 -- 15,750 -- -- ----------- ----------- ----------- ------- ------- 327,948 -- 327,948 -- -- ----------- ----------- ----------- ------- ------- INVESTMENTS Funds held by trustee 112,501 -- 112,501 -- -- Investment in Consolidated Companies -- (100,876) 2,938 72,165 25,773 ----------- ----------- ----------- ------- ------- 112,501 (100,876) 115,439 72,165 25,773 ----------- ----------- ----------- ------- ------- PROPERTY, PLANT AND EQUIPMENT Electric generation 142,243 -- 142,243 -- -- Electric transmission and distribution 1,255,184 -- 1,255,184 -- -- Other electric and gas facilities 119,782 -- 119,782 -- -- Other property, plant, and equipment 5,772 -- 5,772 -- -- ----------- ----------- ----------- ------- ------- 1,522,981 -- 1,522,981 -- -- Less: Accumulated depreciation 640,103 -- 640,103 -- -- ----------- ----------- ----------- ------- ------- Net plant in service 882,878 -- 882,878 -- -- ----------- ----------- ----------- ------- ------- Construction work-in-progress 50,247 -- 50,247 -- -- Leased nuclear fuel, at amortized cost 28,352 -- 28,352 -- -- ----------- ----------- ----------- ------- ------- 961,477 -- 961,477 -- -- ----------- ----------- ----------- ------- ------- DEFERRED CHARGES AND OTHER ASSETS Recoverable stranded costs 958,883 -- 958,883 -- -- Deferred recoverable income taxes 13,978 -- 13,978 -- -- Unrecovered purchased power costs 14,487 -- 14,487 -- -- Unrecovered New Jersey state excise tax 10,360 -- 10,360 -- -- Deferred debt refinancing costs 12,409 -- 12,409 -- -- Deferred other postretirement benefit costs 29,981 -- 29,981 -- -- Unamortized debt expense 12,842 -- 12,842 -- -- Other 26,516 -- 26,516 -- -- ----------- ----------- ----------- ------- ------- 1,079,456 -- 1,079,456 -- -- ----------- ----------- ----------- ------- ------- TOTAL ASSETS $ 2,481,382 $ (100,876) $ 2,484,320 $72,165 $25,773 =========== =========== =========== ======= =======
*CONFIDENTIAL TREATMENT REQUESTED F - 2C Page 1 of 2 59 Atlantic City Electric Company and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total ACE Reclasses & ACE ACE ACE Consolidated Consol. Entries Parent Capital I Capital II ------------ --------------- ------ --------- ---------- CURRENT LIABILITIES Long-term debt due within one year $ 97,200 $ -- $ 97,200 $ -- $ -- Variable rate demand bonds 22,600 -- 22,600 -- -- Accounts payable 43,000 -- 43,000 -- -- Accounts Payable from Associated Companies 7,744 -- 7,744 -- -- Taxes accrued 10,243 -- 10,243 -- -- Interest accrued 18,193 -- 18,193 -- -- Dividends payable 17,871 -- 17,871 -- -- Deferred energy supply costs 34,650 -- 34,650 -- -- Current capital lease obligation 15,480 -- 15,480 -- -- Above-market purchased energy contracts -- and other electric restructuring liabilities 7,586 -- 7,586 -- -- Other 30,268 -- 30,268 -- -- ----------- ----------- ---------- ------- ------- 304,835 -- 304,835 -- -- ----------- ----------- ---------- ------- ------- DEFERRED CREDITS AND OTHER LIABILITIES Other postretirement benefits obligation 64,562 -- 64,562 -- -- Deferred income taxes, net 405,385 -- 405,385 -- -- Deferred investment tax credits 35,851 -- 35,851 -- -- Regulatory liability for New Jersey income tax benefit 49,262 -- 49,262 -- -- Above-market purchased energy contracts and other electric restructuring liabilities 16,744 -- 16,744 -- -- Long-term capital lease obligation 12,872 -- 12,872 -- -- Other 28,918 -- 28,918 -- -- ----------- ----------- ---------- ------- ------- 613,594 -- 613,594 -- -- ----------- ----------- ---------- ------- ------- CAPITALIZATION Common stock 54,963 (2,938) 54,963 2,165 773 Additional paid-in capital - - common stock 410,194 -- 410,194 -- -- Additional paid-in capital - - Class A common stock -- -- -- -- -- Retained (deficit) earnings 114,962 -- 114,962 -- -- ----------- ----------- ---------- ------- ------- Total common stockholders' equity 580,119 (2,938) 580,119 2,165 773 Preferred stock of subsidiaries: Not subject to mandatory redemption 6,231 -- 6,231 -- -- Subject to mandatory redemption 118,950 -- 23,950 70,000 25,000 Advances from Associated Companies -- (97,938) 97,938 Long-term debt 857,653 -- 857,653 -- -- ----------- ----------- ---------- ------- ------- 1,562,953 (100,876) 1,565,891 72,165 25,773 ----------- ----------- ---------- ------- ------- ----------- ----------- ---------- ------- ------- TOTAL CAPITALIZATION AND LIABILITIES $ 2,481,382 $ (100,876) $2,484,320 $72,165 $25,773 =========== =========== ========== ======= =======
*CONFIDENTIAL TREATMENT REQUESTED F - 2C Page 2 of 2 60 Conectiv Properties and Investments, Inc. and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CPI Reclasses & CPI Consolidated* Consol. Entries* Parent* DCI I* DCI II* Burney* ------------- ---------------- ------- ------ ------- ------- ASSETS CURRENT ASSETS Cash and cash equivalents $ -- $ -- $ -- $ -- $ -- $ -- Accounts receivable -- -- -- -- -- -- Accounts receivable from Associated Companies -- -- -- -- -- -- Intercompany Loan Receivable (Money Pool) -- -- -- -- -- -- Other prepayments -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ INVESTMENTS Investment in leveraged leases -- -- -- -- -- -- Investment in Consolidated Companies -- -- -- -- -- -- Other investments -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ PROPERTY, PLANT AND EQUIPMENT Other property, plant, and equipment -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- Less: Accumulated depreciation -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Net plant in service -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ DEFERRED CHARGES AND OTHER ASSETS Unamortized debt expense -- -- -- -- -- -- Other -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ TOTAL ASSETS $ -- $ -- $ -- $ -- $ -- $ -- ====== ====== ====== ====== ====== ======
*CONFIDENTIAL TREATMENT REQUESTED F - 2D Page 1 of 2 61 Conectiv Properties and Investments, Inc. and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CPI Reclasses & CPI Consolidated* Consol. Entries* Parent* DCI I* DCI II* Burney* ------------- ---------------- ------- ------ ------- ------- CURRENT LIABILITIES Intercompany Loan Payable (Money Pool) $ -- $ -- $ -- $ -- $ -- $ -- Accounts payable to Accociated Companies -- -- -- -- -- -- Long-term debt due within one year -- -- -- -- -- -- Accounts payable -- -- -- -- -- -- Taxes accrued -- -- -- -- -- -- Interest accrued -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ DEFERRED CREDITS AND OTHER LIABILITIES Deferred income taxes, net -- -- -- -- -- -- Other -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ CAPITALIZATION Common stock -- -- -- -- -- -- Additional paid-in capital - - common stock -- -- -- -- -- -- Retained (deficit) earnings -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Long-term debt -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ TOTAL CAPITALIZATION AND LIABILITIES $ -- $ -- $ -- $ -- $ -- $ -- ====== ====== ====== ====== ====== ======
*CONFIDENTIAL TREATMENT REQUESTED F - 2D Page 2 of 2 62 Conectiv Energy Holding Company and Subsidiaries Consolidating Balance Sheets For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CEH Reclasses & Consolidated* Consol. Entries* CEH* CESI* COSC* ------------- ---------------- ---- ----- ----- ASSETS CURRENT ASSETS Cash and cash equivalents $ -- $ -- $ -- $ -- $ -- Accounts receivable -- -- -- -- -- Allowance for Doubtful Accounts -- -- -- -- -- Accounts receivable from Associated Companies -- -- -- -- -- Intercompany Loan Receivable (Money Pool) -- -- -- -- -- Inventories, at average cost Fuel (coal, oil and gas) -- -- -- -- -- Materials and supplies -- -- -- -- -- Other prepayments -- -- -- -- -- ------ ------ ------ ------ ------ -- -- -- -- -- ------ ------ ------ ------ ------ INVESTMENTS Investment in Consolidated Companies -- -- -- -- -- Funds held by trustee -- -- -- -- -- ------ ------ ------ ------ ------ -- -- -- -- -- ------ ------ ------ ------ ------ PROPERTY, PLANT AND EQUIPMENT Electric generation -- -- -- -- -- Other electric and gas facilities -- -- -- -- -- Other property, plant, and equipment -- -- -- -- -- ------ ------ ------ ------ ------ -- -- -- -- -- Less: Accumulated depreciation -- -- -- -- -- ------ ------ ------ ------ ------ Net plant in service -- -- -- -- -- ------ ------ ------ ------ ------ Construction work-in-progress -- -- -- -- -- Goodwill, net -- -- -- -- -- ------ ------ ------ ------ ------ -- -- -- -- -- ------ ------ ------ ------ ------ DEFERRED CHARGES AND OTHER ASSETS Other -- -- -- -- -- ------ ------ ------ ------ ------ -- -- -- -- -- ------ ------ ------ ------ ------ TOTAL ASSETS $ -- $ -- $ -- $ -- $ -- ====== ====== ====== ====== ======
*CONFIDENTIAL TREATMENT REQUESTED F - 2E Page 1 of 4 63 Conectiv Energy Holding Company and Subsidiaries Consolidating Balance Sheets For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CEH Reclasses & Consolidated* Consol. Entries* CEH* CESI* COSC* ------------- ---------------- ---- ----- ----- CURRENT LIABILITIES Intercompany Loan Payable (Money Pool) $ -- $ -- $ -- $ -- $ -- Accounts payable -- -- -- -- -- Accounts payable to Associated Companies -- -- -- -- -- Taxes accrued -- -- -- -- -- Interest accrued -- -- -- -- -- Other -- -- -- -- -- ------ ------ ------ ------ ------ -- -- -- -- -- ------ ------ ------ ------ ------ DEFERRED CREDITS AND OTHER LIABILITIES Deferred income taxes, net -- -- -- -- -- Deferred investment tax credits -- -- -- -- -- Other -- -- -- -- -- ------ ------ ------ ------ ------ -- -- -- -- -- ------ ------ ------ ------ ------ CAPITALIZATION Common stock -- -- -- -- -- Additional paid-in capital -- common stock -- -- -- -- -- Retained (deficit) earnings -- -- -- -- -- ------ ------ ------ ------ ------ Total common stockholders' equity -- -- -- -- -- ------ ------ ------ ------ ------ TOTAL CAPITALIZATION AND LIABILITIES $ -- $ -- $ -- $ -- $ -- ====== ====== ====== ====== ======
*CONFIDENTIAL TREATMENT REQUESTED F - 2E Page 2 of 4 64 Conectiv Energy Holding Company and Subsidiaries Consolidating Balance Sheets For the Year Ended December 31, 2000 (Dollars in Thousands)
ACE REIT* CAG* CDG* ------ ------ ------ ASSETS CURRENT ASSETS Cash and cash equivalents $ -- $ -- $ -- Accounts receivable -- -- -- Allowance for Doubtful Accounts -- -- -- Accounts receivable from Associated Companies -- -- -- Intercompany Loan Receivable (Money Pool) -- -- -- Inventories, at average cost Fuel (coal, oil and gas) -- -- -- Materials and supplies -- -- -- Other prepayments -- -- -- ------ ------ ------ -- -- -- ------ ------ ------ INVESTMENTS Investment in Consolidated Companies -- -- -- Funds held by trustee -- -- -- ------ ------ ------ -- -- -- ------ ------ ------ PROPERTY, PLANT AND EQUIPMENT Electric generation -- -- -- Other electric and gas facilities -- -- -- Other property, plant, and equipment -- -- -- ------ ------ ------ -- -- -- Less: Accumulated depreciation -- -- -- ------ ------ ------ Net plant in service -- -- -- ------ ------ ------ Construction work-in-progress -- -- -- Goodwill, net -- -- -- ------ ------ ------ -- -- -- ------ ------ ------ DEFERRED CHARGES AND OTHER ASSETS Other -- -- -- ------ ------ ------ -- -- -- ------ ------ ------ TOTAL ASSETS $ -- $ -- $ -- ====== ====== ======
*CONFIDENTIAL TREATMENT REQUESTED F - 2E Page 3 of 4 65 Conectiv Energy Holding Company and Subsidiaries Consolidating Balance Sheets For the Year Ended December 31, 2000 (Dollars in Thousands)
ACE REIT* CAG* CDG* ------ ------ ------ CURRENT LIABILITIES Intercompany Loan Payable (Money Pool) $ -- $ -- $ -- Accounts payable -- -- -- Accounts payable to Associated Companies -- -- -- Taxes accrued -- -- -- Interest accrued -- -- -- Other -- -- -- ------ ------ ------ -- -- -- ------ ------ ------ DEFERRED CREDITS AND OTHER LIABILITIES Deferred income taxes, net -- -- -- Deferred investment tax credits -- -- -- Other -- -- -- ------ ------ ------ -- -- -- ------ ------ ------ CAPITALIZATION Common stock -- -- -- Additional paid-in capital -- common stock -- -- -- Retained (deficit) earnings -- -- -- ------ ------ ------ Total common stockholders' equity -- -- -- ------ ------ ------ TOTAL CAPITALIZATION AND LIABILITIES $ -- $ -- $ -- ====== ====== ======
*CONFIDENTIAL TREATMENT REQUESTED F - 2E Page 4 of 4 66 Conectiv Communications, Inc, and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CCI Reclasses & CCI Consolidated* Consol. Entries* Parent* CCV* ------------- ---------------- ------- ---- ASSETS CURRENT ASSETS Cash and cash equivalents $ -- $ -- $ -- $ -- Accounts receivable -- -- -- -- Allowance for Doubtful Accounts -- -- -- -- Inventories, at average cost Materials and supplies -- -- -- -- Other prepayments -- -- -- -- ------ ------ ------ ------ -- -- -- -- ------ ------ ------ ------ INVESTMENTS Investment in Consolidated Companies -- -- -- -- ------ ------ ------ ------ -- -- -- -- ------ ------ ------ ------ PROPERTY, PLANT AND EQUIPMENT Other property, plant, and equipment -- -- -- -- ------ ------ ------ ------ -- -- -- -- Less: Accumulated depreciation -- -- -- -- ------ ------ ------ ------ Net plant in service -- -- -- -- ------ ------ ------ ------ Construction work-in-progress -- -- -- -- Goodwill, net -- -- -- -- ------ ------ ------ ------ -- -- -- -- ------ ------ ------ ------ DEFERRED CHARGES AND OTHER ASSETS Prepaid employee benefits costs -- -- -- -- Other -- -- -- -- ------ ------ ------ ------ -- -- -- -- ------ ------ ------ ------ TOTAL ASSETS $ -- $ -- $ -- $ -- ====== ====== ====== ======
*CONFIDENTIAL TREATMENT REQUESTED F - 2F Page 1 of 2 67 Conectiv Communications, Inc, and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CCI Reclasses & CCI Consolidated* Consol. Entries* Parent* CCV* ------------- ---------------- ------- ---- CURRENT LIABILITIES Accounts payable $ -- $ -- $ -- $ -- Accounts payable to Associated Companies -- -- -- -- Notes payable to Associated Companies -- Taxes accrued -- -- -- -- Interest accrued -- -- -- -- Other -- -- -- -- ------ ------ ------ ------ -- -- -- -- ------ ------ ------ ------ DEFERRED CREDITS AND OTHER LIABILITIES Other postretirement benefits obligation -- -- -- -- Deferred income taxes, net -- -- -- -- Other -- -- -- -- ------ ------ ------ ------ -- -- -- -- ------ ------ ------ ------ CAPITALIZATION Common stock -- -- -- -- Additional paid-in capital -- common stock -- -- -- -- Retained (deficit) earnings -- -- -- -- ------ ------ ------ ------ Total common stockholders' equity -- -- -- -- ------ ------ ------ ------ ------ ------ ------ ------ TOTAL CAPITALIZATION AND LIABILITIES $ -- $ -- $ -- $ -- ====== ====== ====== ======
*CONFIDENTIAL TREATMENT REQUESTED F - 2F Page 2 of 2 68 Conectiv Solutions LLC and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total Reclasses & Solutions Consol. Solutions ATE Elimination Consolidated* Entries* Parent* Consolidated* ATE/KSA* ATE* ------------- -------- ------- ------------- -------- ---- ASSETS CURRENT ASSETS Cash and cash equivalents $ -- $ -- $ -- $ -- $ -- $ -- Accounts receivable -- -- -- -- -- -- Allowance for Doubtful Accounts -- -- -- -- -- -- Intercompany Loan Receivable (Money Pool) -- -- -- -- -- -- Inventories, at average cost Fuel (coal, oil and gas) -- -- -- -- -- -- Materials and supplies -- -- -- -- -- -- Other prepayments -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ INVESTMENTS Investment in leveraged leases -- -- -- -- -- -- Funds held by trustee -- -- -- -- -- -- Notes receivable from Associated Companies -- -- -- -- -- -- Investment in Consolidated Companies -- -- -- -- -- -- Other investments -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ PROPERTY, PLANT AND EQUIPMENT Other property, plant, and equipment -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- Less: Accumulated depreciation -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Net plant in service -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Construction work-in-progress -- -- -- -- -- -- Goodwill, net -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ DEFERRED CHARGES AND OTHER ASSETS Prepaid employee benefits costs -- -- -- -- -- -- Unamortized debt expense -- -- -- -- -- -- License fees -- -- -- -- -- -- Other -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ TOTAL ASSETS $ -- $ -- $ -- $ -- $ -- $ -- ====== ====== ====== ====== ====== ======
*CONFIDENTIAL TREATMENT REQUESTED F - 2G Page 1 of 4 69 Conectiv Solutions LLC and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total Reclasses & Solutions Consol. Solutions ATE Elimination Consolidated* Entries* Parent* Consolidated* ATE/KSA* ATE* ------------- -------- ------- ------------- -------- ---- CURRENT LIABILITIES Long-term debt due within one year $ -- $ -- $ -- $ -- $ -- $ -- Variable rate demand bonds -- -- -- -- -- -- Intercompany Loan Payable (Money Pool) -- -- -- -- -- -- Accounts payable -- -- -- -- -- -- Accounts payable to Associated Companies -- -- -- -- -- -- Taxes accrued -- -- -- -- -- -- Interest accrued -- -- -- -- -- -- Other -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ DEFERRED CREDITS AND OTHER LIABILITIES Other postretirement benefits obligation -- -- -- -- -- -- Deferred income taxes, net -- -- -- -- -- -- Minority Interest Liability -- -- -- -- -- -- Other -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ CAPITALIZATION Common stock -- -- -- -- -- -- Additional paid-in capital -- common stock -- -- -- -- -- -- Retained (deficit) earnings -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ -- -- -- -- -- -- Other comprehensive income -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Total common stockholders' equity -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ TOTAL CAPITALIZATION AND LIABILITIES $ -- $ -- $ -- $ -- $ -- $ -- ====== ====== ====== ====== ====== ======
*CONFIDENTIAL TREATMENT REQUESTED F - 2G Page 2 of 4 70 Conectiv Solutions LLC and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Vital CSII KSA* Services* Consolidated* ---- --------- ------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ -- $ -- $ -- Accounts receivable -- -- -- Allowance for Doubtful Accounts -- -- -- Intercompany Loan Receivable (Money Pool) -- -- -- Inventories, at average cost Fuel (coal, oil and gas) -- -- -- Materials and supplies -- -- -- Other prepayments -- -- -- ------ ------ ------ -- -- -- ------ ------ ------ INVESTMENTS Investment in leveraged leases -- -- -- Funds held by trustee -- -- -- Notes receivable from Associated Companies -- -- -- Investment in Consolidated Companies -- -- -- Other investments -- -- -- ------ ------ ------ -- -- -- ------ ------ ------ PROPERTY, PLANT AND EQUIPMENT Other property, plant, and equipment -- -- -- ------ ------ ------ -- -- -- Less: Accumulated depreciation -- -- -- ------ ------ ------ Net plant in service -- -- -- ------ ------ ------ Construction work-in-progress -- -- -- Goodwill, net -- -- -- ------ ------ ------ -- -- -- ------ ------ ------ DEFERRED CHARGES AND OTHER ASSETS Prepaid employee benefits costs -- -- -- Unamortized debt expense -- -- -- License fees -- -- -- Other -- -- -- ------ ------ ------ -- -- -- ------ ------ ------ TOTAL ASSETS $ -- $ -- $ -- ====== ====== ======
*CONFIDENTIAL TREATMENT REQUESTED F - 2G Page 3 of 4 71 Conectiv Solutions LLC and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Vital CSII KSA* Services* Consolidated* ---- --------- ------------- CURRENT LIABILITIES Long-term debt due within one year $ -- $ -- $ -- Variable rate demand bonds -- -- -- Intercompany Loan Payable (Money Pool) -- -- -- Accounts payable -- -- -- Accounts payable to Associated Companies -- -- -- Taxes accrued -- -- -- Interest accrued -- -- -- Other -- -- -- ------ ------ ------ -- -- -- ------ ------ ------ DEFERRED CREDITS AND OTHER LIABILITIES Other postretirement benefits obligation -- -- -- Deferred income taxes, net -- -- -- Minority Interest Liability -- -- -- Other -- -- -- ------ ------ ------ -- -- -- ------ ------ ------ CAPITALIZATION Common stock -- -- -- Additional paid-in capital -- common stock -- -- -- Retained (deficit) earnings -- -- -- ------ ------ ------ -- -- -- Other comprehensive income -- -- -- ------ ------ ------ Total common stockholders' equity -- -- -- ------ ------ ------ ------ ------ ------ TOTAL CAPITALIZATION AND LIABILITIES $ -- $ -- $ -- ====== ====== ======
*CONFIDENTIAL TREATMENT REQUESTED F - 2G Page 4 of 4 72 Conectiv Services II, Inc. and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CSII Reclasses & CSII CTS Consolidated* Consol. Entries* Parent* CSI* Plumbing* Consolidated* --------------- ----------------- ---------- --------- ---------- ------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ -- $ -- $ -- $ -- $ -- $ -- Accounts receivable -- -- -- -- -- -- Allowance for Doubtful Accounts -- -- -- -- -- -- Intercompany Loan Receivable (Money Pool) -- -- -- -- -- -- Inventories, at average cost Fuel (coal, oil and gas) -- -- -- -- -- -- Materials and supplies -- -- -- -- -- -- Other prepayments -- -- -- -- -- -- --------------- ----------------- ---------- --------- ---------- -------------- -- -- -- -- -- -- --------------- ----------------- ---------- --------- ---------- -------------- INVESTMENTS Funds held by trustee -- -- -- -- -- -- Investment in Consolidated Companies -- -- -- -- -- -- Other investments -- -- -- -- -- -- --------------- ----------------- ---------- --------- ---------- -------------- -- -- -- -- -- -- --------------- ----------------- ---------- --------- ---------- -------------- PROPERTY, PLANT AND EQUIPMENT Other property, plant, and equipment -- -- -- -- -- -- --------------- ----------------- ---------- --------- ---------- -------------- -- -- -- -- -- -- Less: Accumulated depreciation -- -- -- -- -- -- --------------- ----------------- ---------- --------- ---------- -------------- Net plant in service -- -- -- -- -- -- --------------- ----------------- ---------- --------- ---------- -------------- Construction work-in-progress -- -- -- -- -- -- --------------- ----------------- ---------- --------- ---------- -------------- -- -- -- -- -- -- --------------- ----------------- ---------- --------- ---------- -------------- DEFERRED CHARGES AND OTHER ASSETS Prepaid employee benefits costs -- -- -- -- -- -- Unamortized debt expense -- -- -- -- -- -- License fees -- -- -- -- -- -- Other -- -- -- -- -- -- --------------- ----------------- ---------- --------- ---------- -------------- -- -- -- -- -- -- --------------- ----------------- ---------- --------- ---------- -------------- TOTAL ASSETS $ -- $ -- $ -- $ -- $ -- $ -- =============== ================= ========== ========= ========== ==============
*CONFIDENTIAL TREATMENT REQUESTED F-2H Page 1 Of 2 73 Conectiv Services II, Inc. and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CSII Reclasses & CSII CTS Consolidated* Consol. Entries* Parent* CSI* Plumbing* Consolidated* --------------- ---------------- ------- -------- --------- ------------- CURRENT LIABILITIES Long-term debt due within one year $ -- $ -- $ -- $ -- $ -- $ -- Variable rate demand bonds -- -- -- -- -- -- Intercompany Loan Payable (Money Pool) -- -- -- -- -- -- Accounts payable -- -- -- -- -- -- Accounts payable to Associated Companies -- -- -- -- -- -- Taxes accrued -- -- -- -- -- -- Interest accrued -- -- -- -- -- -- Other -- -- -- -- -- -- --------------- ---------------- -------- -------- -------- ------------- -- -- -- -- -- -- --------------- ---------------- -------- -------- -------- ------------- DEFERRED CREDITS AND OTHER LIABILITIES Other postretirement benefits obligation -- -- -- -- -- -- Deferred income taxes, net -- -- -- -- -- -- Other -- -- -- -- -- -- --------------- ---------------- -------- -------- -------- ------------- -- -- -- -- -- -- --------------- ---------------- -------- -------- -------- ------------- CAPITALIZATION Common stock -- -- -- -- -- -- Additional paid-in capital - - common stock -- -- -- -- -- -- Additional paid-in capital - - Class A common stock -- -- -- -- -- -- Retained (deficit) earnings -- -- -- -- -- -- --------------- ---------------- -------- -------- -------- ------------- Total common stockholders' equity -- -- -- -- -- -- --------------- ---------------- -------- -------- -------- ------------- --------------- ---------------- -------- -------- -------- ------------- TOTAL CAPITALIZATION AND LIABILITIES $ -- $ -- $ -- $ -- $ -- $ -- =============== ================ ======== ======== ======== =============
*CONFIDENTIAL TREATMENT REQUESTED F-2H Page 2 Of 2 74 Conectiv Thermal Systems, Inc. and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CTS Reclasses & CTS Consolidated* Consol. Entries* Parent* ATS* AJTS* TELP* -------------- ---------------- -------------- --------- -------- ---------- ASSETS CURRENT ASSETS Cash and cash equivalents $ -- $ -- $ -- $ -- $ -- $ -- Accounts receivable -- -- -- -- -- -- Accounts receivable from Associated Companies -- -- -- -- -- -- Inventories, at average cost Fuel (coal, oil and gas) -- -- -- -- -- -- Materials and supplies -- -- -- -- -- -- Other prepayments -- -- -- -- -- -- -------------- ----------------- -------------- --------- -------- --------- -- -- -- -- -- -- -------------- ----------------- -------------- --------- -------- --------- INVESTMENTS Funds held by trustee -- -- -- -- -- -- Investment in Consolidated Companies -- -- -- -- -- -- Other investments -- -- -- -- -- -- -------------- ----------------- -------------- --------- -------- --------- -- -- -- -- -- -- -------------- ----------------- -------------- --------- -------- --------- PROPERTY, PLANT AND EQUIPMENT Other property, plant, and equipment -- -- -- -- -- -- -------------- ----------------- -------------- --------- -------- --------- -- -- -- -- -- -- Less: Accumulated depreciation -- -- -- -- -- -- -------------- ----------------- -------------- --------- -------- --------- Net plant in service -- -- -- -- -- -- -------------- ----------------- -------------- --------- -------- --------- Construction work-in-progress -- -- -- -- -- -- -------------- ----------------- -------------- --------- -------- --------- -- -- -- -- -- -- -------------- ----------------- -------------- --------- -------- --------- DEFERRED CHARGES AND OTHER ASSETS Prepaid employee benefits costs -- -- -- -- -- -- Unamortized debt expense -- -- -- -- -- -- License fees -- -- -- -- -- -- Other -- -- -- -- -- -- -------------- ----------------- -------------- --------- -------- --------- -- -- -- -- -- -- -------------- ----------------- -------------- --------- -------- --------- TOTAL ASSETS $ -- $ -- $ -- $ -- $ -- $ -- ============== ================= ============== ========= ======== =========
*CONFIDENTIAL TREATMENT REQUESTED F-2I Page 1 Of 2 75 Conectiv Thermal Systems, Inc. and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CTS Reclasses & CTS Consolidated* Consol. Entries* Parent* ATS* AJTS* TELP* -------------- ----------------- ------------- ---------- ---------- ---------- CURRENT LIABILITIES Variable rate demand bonds $ -- $ -- $ -- $ -- $ -- $ -- Intercompany Loan Payable (Money Pool) -- -- -- -- -- -- Accounts payable -- -- -- -- -- -- Accounts payable to Associated Companies -- -- -- -- -- -- Taxes accrued -- -- -- -- -- -- Interest accrued -- -- -- -- -- -- Other -- -- -- -- -- -- -------------- ----------------- -------------- ---------- ---------- ---------- -- -- -- -- -- -- -------------- ----------------- -------------- ---------- ---------- ---------- DEFERRED CREDITS AND OTHER LIABILITIES Other postretirement benefits obligation -- -- -- -- -- -- Deferred income taxes, net -- -- -- -- -- -- Other -- -- -- -- -- -- -------------- ----------------- -------------- ---------- ---------- ---------- -- -- -- -- -- -- -------------- ----------------- -------------- ---------- ---------- ---------- CAPITALIZATION Additional paid-in capital - common stock -- -- -- -- -- -- Retained (deficit) earnings -- -- -- -- -- -- -------------- ----------------- -------------- ---------- ---------- ---------- Total common stockholders' equity -- -- -- -- -- -- -------------- ----------------- -------------- ---------- ---------- ---------- -------------- ----------------- -------------- ---------- ---------- ---------- TOTAL CAPITALIZATION AND LIABILITIES $ -- $ -- $ -- $ -- $ -- $ -- ============== ================= ============== ========== ========== ==========
*CONFIDENTIAL TREATMENT REQUESTED F-2I Page 2 Of 2 76 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total AGI Reclasses & AGI Consolidated* Consol. Entries* Parent* Vin LTD* ----------------- -------------------- --------------- -------------- ASSETS CURRENT ASSETS Accounts receivable $ -- $ -- $ -- $ -- Accounts receivable from Associated Companies -- -- -- -- ----------------- -------------------- --------------- -------------- -- -- -- -- ----------------- -------------------- --------------- -------------- INVESTMENTS Investment in Consolidated Companies -- -- -- -- Other investments -- -- -- -- ----------------- -------------------- --------------- -------------- -- -- -- -- ----------------- -------------------- --------------- -------------- PROPERTY, PLANT AND EQUIPMENT Other property, plant, and equipment -- -- -- -- ----------------- -------------------- --------------- -------------- -- -- -- -- Less: Accumulated depreciation -- -- -- -- ----------------- -------------------- --------------- -------------- Net plant in service -- -- -- -- ----------------- -------------------- --------------- -------------- DEFERRED CHARGES AND OTHER ASSETS Other -- -- -- -- ----------------- -------------------- --------------- -------------- -- -- -- -- ----------------- -------------------- --------------- -------------- TOTAL ASSETS $ -- $ -- $ -- $ -- ================= ==================== =============== ==============
*CONFIDENTIAL TREATMENT REQUESTED F-2J Page 1 Of 4 77 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Vin Gen* Bing LTD* Bing Gen* Ped Gen* ------------------ ----------------- ----------------- ------------------ ASSETS CURRENT ASSETS Accounts receivable $ -- $ -- $ -- $ -- Accounts receivable from Associated Companies -- -- -- -- ------------------ ----------------- ----------------- ------------------ -- -- -- -- ------------------ ----------------- ----------------- ------------------ INVESTMENTS Investment in Consolidated Companies -- -- -- -- Other investments -- -- -- -- ------------------ ----------------- ----------------- ------------------ -- -- -- -- ------------------ ----------------- ----------------- ------------------ PROPERTY, PLANT AND EQUIPMENT Other property, plant, and equipment -- -- -- -- ------------------ ----------------- ----------------- ------------------ -- -- -- -- Less: Accumulated depreciation -- -- -- -- ------------------ ----------------- ----------------- ------------------ Net plant in service -- -- -- -- ------------------ ----------------- ----------------- ------------------ DEFERRED CHARGES AND OTHER ASSETS Other -- -- -- -- ------------------ ----------------- ----------------- ------------------ -- -- -- -- ------------------ ----------------- ----------------- ------------------ TOTAL ASSETS $ -- $ -- $ -- $ -- ================== ================= ================= ==================
*CONFIDENTIAL TREATMENT REQUESTED F-2J Page 2 Of 4 78 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total AGI Reclasses & AGI Consolidated* Consol. Entries* Parent* Vin LTD* ----------------- -------------------- --------------- -------------- CURRENT LIABILITIES Intercompany Loan Payable (Money Pool) $ -- $ -- $ -- $ -- Accounts payable -- -- -- -- Accounts payable to Associated Companies -- -- -- -- Taxes accrued -- -- -- -- ----------------- -------------------- --------------- -------------- -- -- -- -- ----------------- -------------------- --------------- -------------- DEFERRED CREDITS AND OTHER LIABILITIES Deferred income taxes, net -- -- -- -- Other -- -- -- -- ----------------- -------------------- --------------- -------------- -- -- -- -- ----------------- -------------------- --------------- -------------- CAPITALIZATION Common stock -- -- -- -- Additional paid-in capital - common stock -- -- -- -- Retained (deficit) earnings -- -- -- -- ----------------- -------------------- --------------- -------------- Total common stockholders' equity -- -- -- -- ----------------- -------------------- --------------- -------------- ----------------- -------------------- --------------- -------------- TOTAL CAPITALIZATION AND LIABILITIES $ -- $ -- $ -- $ -- ================= ==================== =============== ==============
*CONFIDENTIAL TREATMENT REQUESTED F-2J Page 3 Of 4 79 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Vin Gen* Bing LTD* Bing Gen* Ped Gen* ------------------ ----------------- ----------------- ------------------ CURRENT LIABILITIES Intercompany Loan Payable (Money Pool) $ -- $ -- $ -- $ -- Accounts payable -- -- -- -- Accounts payable to Associated Companies Taxes accrued -- -- -- -- ------------------ ----------------- ----------------- ------------------ -- -- -- -- ------------------ ----------------- ----------------- ------------------ DEFERRED CREDITS AND OTHER LIABILITIES Deferred income taxes, net -- -- -- -- Other -- -- -- -- ------------------ ----------------- ----------------- ------------------ -- -- -- -- ------------------ ----------------- ----------------- ------------------ CAPITALIZATION Common stock -- -- -- -- Additional paid-in capital - common stock -- -- -- -- Retained (deficit) earnings -- -- -- -- ------------------ ----------------- ----------------- ------------------ Total common stockholders' equity -- -- -- -- ------------------ ----------------- ----------------- ------------------ ------------------ ----------------- ----------------- ------------------ TOTAL CAPITALIZATION AND LIABILITIES $ -- $ -- $ -- $ -- ================== ================= ================= ==================
*CONFIDENTIAL TREATMENT REQUESTED F-2J Page 4 Of 4 80 Haymoor, L.L.C. and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total Haymoor Reclasses & Haymoor Conectiv Consolidated* Consol. Entries* Parent* Energy, Inc.* ------------------- ------------------- --------------- --------------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ -- $ -- $ -- $ -- Accounts receivable -- -- -- -- ------------------- ------------------- --------------- --------------------- -- -- -- -- ------------------- ------------------- --------------- --------------------- INVESTMENTS Investment in Consolidated Companies -- -- -- -- ------------------- ------------------- --------------- --------------------- -- -- -- -- ------------------- ------------------- --------------- --------------------- PROPERTY, PLANT AND EQUIPMENT Other electric and gas facilities -- -- -- -- ------------------- ------------------- --------------- --------------------- Net plant in service -- -- -- -- Construction work-in-progress -- -- -- -- ------------------- ------------------- --------------- --------------------- -- -- -- -- ------------------- ------------------- --------------- --------------------- DEFERRED CHARGES AND OTHER ASSETS ------------------- ------------------- --------------- --------------------- Other -- -- -- -- ------------------- ------------------- --------------- --------------------- ------------------- ------------------- --------------- --------------------- TOTAL ASSETS $ -- $ -- $ -- $ -- =================== =================== =============== =====================
*CONFIDENTIAL TREATMENT REQUESTED F-2K Page 1 Of 2 81 Haymoor, L.L.C. and Subsidiaries Consolidating Balance Sheet For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total Haymoor Reclasses & Haymoor Conectiv Consolidated* Consol. Entries* Parent* Energy, Inc.* ------------------- ------------------- --------------- --------------------- CURRENT LIABILITIES Short-term debt $ -- $ -- $ -- $ -- Accounts payable -- -- -- -- Accounts payable to Associated Companies -- -- -- -- Taxes accrued -- -- -- -- Interest accrued -- -- -- -- ------------------- ------------------- --------------- --------------------- -- -- -- -- ------------------- ------------------- --------------- --------------------- CAPITALIZATION Common stock -- -- -- -- Additional paid-in capital - common stock -- -- -- -- Retained (deficit) earnings -- -- -- -- ------------------- ------------------- --------------- --------------------- Total common stockholders' equity -- -- -- -- ------------------- ------------------- --------------- --------------------- ------------------- ------------------- --------------- --------------------- TOTAL CAPITALIZATION AND LIABILITIES $ -- $ -- $ -- $ -- =================== =================== =============== =====================
*CONFIDENTIAL TREATMENT REQUESTED F-2K Page 2 Of 2 82 CONECTIV AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 (DOLLARS IN THOUSANDS)
ELIMINATIONS TOTAL RECLASSES & CONECTIV DPL CONECTIV CONSOLIDATIONS PARENT CONSOLIDATED -------- -------------- ------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 170,830 ($211,451) $ 170,830 $ 141,816 Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries -- 204,110 (204,110) Minority Interest -- -- -- -- Special charges 25,162 38 -- -- Depreciation and amortization 283,057 7,246 -- 123,180 Investment tax credit adjustments, net (10,115) 472 -- (6,783) Deferred income taxes, net 114,257 7,439 -- 74,217 Deferred energy supply costs -- 13,839 -- -- Pension expense credit -- 43,840 -- (43,840) Net change in: -- -- Accounts receivable (267,477) 72,060 739 2,733 Inventories 5,817 (1,999) -- 7,784 Notes payable to associated companies -- -- -- -- Accounts payable 182,105 (60,981) -- (35,592) Accrued/Prepaid Taxes 24,252 (17,623) (22,604) -- Other current assets & liabilities(1) (25,869) (8,820) 28 (21,825) Dividends received from subsidiaries -- (128,193) 122,478 -- Other, net (36,733) (45,004) 13,807 (21,351) --------- --------- --------- --------- Net cash provided by operating activities 465,286 (125,027) 81,168 220,339 --------- --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of businesses, net of cash acquired (954) -- -- -- Intercompany loan receivable/payable -- (128,829) 127,150 (74,868) Decrease (increase) in notes receivable from subsidiaries -- 116,268 (116,268) -- Capital expenditures (390,540) (305) -- (111,117) Proceeds from assets sold 114,639 11,962 -- 44,075 Capital contributions to subsidiaries -- 55,399 (55,399) -- Return of invested capital from subsidiaries -- (48,570) 48,570 -- Investments in partnerships (11,786) (175) -- -- Deposits to nuclear decommissioning trust funds (738) -- -- (333) Decrease in bond proceeds held in trust funds 1 1 -- -- Leveraged leases, net 9,569 425 -- -- Other, net 1,318 (4,737) (173) (1,483) --------- --------- --------- --------- Net cash used by investing activities (278,491) 1,439 3,880 (143,726) --------- --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Common dividends paid (92,009) 176,653 (92,009) (25,029) Preferred dividends paid -- 7,097 -- (4,765) Capital contributions -- (55,601) -- -- Common stock issued 187 (5) 187 -- Common stock redeemed (54,651) -- (54,651) -- Long-term debt issued 70,140 -- -- 70,140 Long-term debt redeemed (121,119) -- -- (73,765) Principal portion of capital lease payments (48,547) (1) -- (36,220) Net change in short-term debt 129,842 (3,973) 59,315 -- Cost of issuances and refinancings (3,315) (583) (1,373) (1,359) --------- --------- --------- --------- Net cash used by financing activities (119,472) 123,587 (88,531) (70,998) --------- --------- --------- --------- Net change in cash and cash equivalents 67,323 (1) (3,483) 5,615 Beginning of year cash and cash equivalents 56,239 -- 3,960 648 --------- --------- --------- --------- End of year cash and cash equivalents $ 123,562 $ (1) $ 477 $ 6,263 ========= ========= ========= =========
(1) Other than debt and deferred income taxes classified as current. *CONFIDENTIAL TREATMENT REQUESTED F - 3A Page 1 of 4 83
ACE CPI CEH CONSOLIDATED CONSOLIDATED* CONSOLIDATED* ASP* ------------ ------------- ------------- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 54,434 -- -- -- Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries Minority Interest -- -- -- -- Special charges -- -- -- -- Depreciation and amortization 113,853 -- -- -- Investment tax credit adjustments, net (3,157) -- -- -- Deferred income taxes, net 23,121 -- -- -- Deferred energy supply costs (13,839) -- -- -- Pension expense credit -- -- -- -- Net change in: -- -- -- -- Accounts receivable (7,333) -- -- -- Inventories 9,110 -- -- -- Notes payable to associated companies -- -- -- -- Accounts payable (15,008) -- -- -- Accrued/Prepaid Taxes 112,100 -- -- -- Other current assets & liabilities(1) (2,721) -- -- -- Dividends received from subsidiaries -- -- -- -- Other, net 12,023 -- -- -- --------- ---- ---- ---- Net cash provided by operating activities 282,583 -- -- -- --------- ---- ---- ---- CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of businesses, net of cash acquired -- -- -- -- Intercompany loan receivable/payable (74,422) -- -- -- Decrease (increase) in notes receivable from subsidiaries -- -- -- -- Capital expenditures (53,717) -- -- -- Proceeds from assets sold -- -- -- -- Capital contributions to subsidiaries -- -- -- -- Return of invested capital from subsidiaries -- -- -- -- Investments in partnerships -- -- -- -- Deposits to nuclear decommissioning trust funds (405) -- -- -- Decrease in bond proceeds held in trust funds -- -- -- -- Leveraged leases, net -- -- -- -- Other, net 4,196 -- -- -- --------- ---- ---- ---- Net cash used by investing activities (124,348) -- -- -- --------- ---- ---- ---- CASH FLOWS FROM FINANCING ACTIVITIES Common dividends paid (67,309) -- -- -- Preferred dividends paid (2,332) -- -- -- Capital contributions -- -- -- -- Common stock issued -- -- -- -- Common stock redeemed -- -- -- -- Long-term debt issued -- -- -- -- Long-term debt redeemed (46,075) -- -- -- Principal portion of capital lease payments (12,326) -- -- -- Net change in short-term debt (30,000) -- -- -- Cost of issuances and refinancings -- -- -- -- --------- ---- ---- ---- Net cash used by financing activities (158,042) -- -- -- --------- ---- ---- ---- Net change in cash and cash equivalents 193 -- -- -- Beginning of year cash and cash equivalents 7,924 -- -- -- --------- ---- ---- ---- End of year cash and cash equivalents $ 8,117 $ -- $ -- $ -- ========= ==== ==== ====
(1) Other than debt and deferred income taxes classified as current. *CONFIDENTIAL TREATMENT REQUESTED F - 3A Page 2 of 4 84
CCI SOLUTIONS AGI CONSOLIDATED* CONSOLIDATED* CRP CONSOLIDATED* ------------- ------------- --- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) -- -- ($98) -- Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries -- Minority Interest -- -- -- -- Special charges -- -- -- -- Depreciation and amortization -- -- 12,522 -- Investment tax credit adjustments, net -- -- -- Deferred income taxes, net -- -- (64) -- Deferred energy supply costs -- -- -- -- Pension expense credit -- -- -- -- Net change in: -- -- -- -- Accounts receivable -- -- (18,129) -- Inventories -- -- -- -- Notes payable to associated companies -- -- 20,118 -- Accounts payable -- -- (3,217) -- Accrued/Prepaid Taxes -- -- (177) -- Other current assets & liabilities(1) -- -- 6,944 -- Dividends received from subsidiaries -- -- -- -- Other, net -- -- 5,638 -- ---- ---- -------- ---- Net cash provided by operating activities -- -- 23,537 -- ---- ---- -------- ---- CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of businesses, net of cash acquired -- -- -- -- Intercompany loan receivable/payable -- -- 45,954 -- Decrease (increase) in notes receivable from subsidiaries -- -- -- -- Capital expenditures -- -- (6,356) -- Proceeds from assets sold -- -- -- -- Capital contributions to subsidiaries -- -- -- -- Return of invested capital from subsidiaries -- -- -- -- Investments in partnerships -- -- -- -- Deposits to nuclear decommissioning trust funds -- -- -- -- Decrease in bond proceeds held in trust funds -- -- -- -- Leveraged leases, net -- -- -- -- Other, net -- -- 759 -- ---- ---- -------- ---- Net cash used by investing activities -- -- 40,357 -- ---- ---- -------- ---- CASH FLOWS FROM FINANCING ACTIVITIES Common dividends paid -- -- -- -- Preferred dividends paid -- -- -- -- Capital contributions -- -- -- -- Common stock issued -- -- -- -- Common stock redeemed -- -- -- -- Long-term debt issued -- -- -- -- Long-term debt redeemed -- -- -- -- Principal portion of capital lease payments -- -- -- -- Net change in short-term debt -- -- -- -- Cost of issuances and refinancings -- -- -- -- ---- ---- -------- ---- Net cash used by financing activities -- -- -- -- ---- ---- -------- ---- Net change in cash and cash equivalents -- -- 63,894 -- Beginning of year cash and cash equivalents -- -- 407 -- ---- ---- -------- ---- End of year cash and cash equivalents $ -- $ -- $ 64,301 $ -- ==== ==== ======== ====
(1) Other than debt and deferred income taxes classified as current. *CONFIDENTIAL TREATMENT REQUESTED F - 3A Page 3 of 4 85 Conectiv and Subsidiaries Consolidating Statement of Cash Flows For the Year Ended December 31, 2000 (Dollars in Thousands)
HAYMOOR CONSOLIDATED* ENERVAL* CMM* ------------- -------- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) -- -- -- Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries Minority Interest -- -- -- Special charges -- -- -- Depreciation and amortization -- -- -- Investment tax credit adjustments, net -- -- -- Deferred income taxes, net -- -- -- Deferred energy supply costs -- -- -- Pension expense credit -- -- -- Net change in: -- -- -- Accounts receivable -- -- -- Inventories -- -- -- Notes payable to associated companies -- -- -- Accounts payable -- -- -- Accrued/Prepaid Taxes -- -- -- Other current assets & liabilities(1) -- -- -- Dividends received from subsidiaries -- -- -- Other, net -- -- -- ------ ------ ------ Net cash provided by operating activities -- -- -- ------ ------ ------ CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of businesses, net of cash acquired -- -- -- Intercompany loan receivable/payable -- -- -- Decrease (increase) in notes receivable from subsidiaries -- -- -- Capital expenditures -- -- -- Proceeds from assets sold -- -- -- Capital contributions to subsidiaries -- -- -- Return of invested capital from subsidiaries -- -- -- Investments in partnerships -- -- -- Deposits to nuclear decommissioning trust funds -- -- -- Decrease in bond proceeds held in trust funds -- -- -- Leveraged leases, net -- -- -- Other, net -- -- -- ------ ------ ------ Net cash used by investing activities -- -- -- ------ ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES Common dividends paid -- -- -- Preferred dividends paid -- -- -- Capital contributions -- -- -- Common stock issued -- -- -- Common stock redeemed -- -- -- Long-term debt issued -- -- -- Long-term debt redeemed -- -- -- Principal portion of capital lease payments -- -- -- Net change in short-term debt -- -- -- Cost of issuances and refinancings -- -- -- ------ ------ ------ Net cash used by financing activities -- -- -- ------ ------ ------ Net change in cash and cash equivalents -- -- -- Beginning of year cash and cash equivalents -- -- -- ------ ------ ------ End of year cash and cash equivalents $ -- $ -- $ -- ====== ====== ======
(1) Other than debt and deferred income taxes classified as current. *CONFIDENTIAL TREATMENT REQUESTED F - 3A Page 4 Of 4 86 Delmarva Power and Light and Subsidiaries Consolidating Statement of Cash Flows For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total DPL Reclasses & DPL DPL Consolidated Consol. Entries Parent Financing --------- --------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 141,816 $ 0 $ 141,816 $ 0 Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation and amortization 123,180 -- 123,180 -- Investment tax credit adjustments, net (6,783) -- (6,783) -- Deferred income taxes, net 74,217 -- 74,217 -- Pension expense credit (43,840) -- (43,840) -- Net change in: Accounts receivable 2,733 -- 2,733 -- Inventories 7,784 -- 7,784 -- Accounts payable (35,592) -- (35,592) -- Other current assets & liabilities(1) (21,825) -- (21,825) -- Other, net (21,351) -- (21,351) -- --------- --------- --------- --------- Net cash provided by operating activities 220,339 -- 220,339 -- --------- --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loan receivable/payable (74,868) -- (74,868) -- Capital expenditures (111,117) -- (111,117) -- Proceeds from assets sold 44,075 -- 44,075 -- Deposits to nuclear decommissioning trust funds (333) -- (333) -- Other, net (1,483) -- (1,483) -- --------- --------- --------- --------- Net cash used by investing activities (143,726) -- (143,726) -- --------- --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Common dividends paid (25,029) -- (25,029) -- Preferred dividends paid (4,765) -- (4,765) -- Long-term debt issued 70,140 -- 70,140 -- Long-term debt redeemed (73,765) -- (73,765) -- Principal portion of capital lease payments (36,220) -- (36,220) -- Cost of issuances and refinancings (1,359) -- (1,359) -- --------- --------- --------- --------- Net cash used by financing activities (70,998) -- (70,998) -- --------- --------- --------- --------- Net change in cash and cash equivalents 5,615 -- 5,615 -- Beginning of year cash and cash equivalents 648 -- 648 -- --------- --------- --------- --------- End of year cash and cash equivalents $ 6,263 $ -- $ 6,263 $ -- ========= ========= ========= =========
(1) Other than debt and deferred income taxes classified as current. *CONFIDENTIAL TREATMENT REQUESTED F - 3B Page 1 Of 1 87 Atlantic City Electric Company and Subsidiaries Consolidating Statement of Cash Flows For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total ACE Reclasses & ACE ACE ACE Consolidated Consol. Entries Parent Capital I Capital II --------- --------- --------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 54,434 $ 0 $ 54,434 $ 0 $ 0 Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation and amortization 113,853 -- 113,853 -- -- Investment tax credit adjustments, net (3,157) -- (3,157) -- -- Deferred income taxes, net 23,121 -- 23,121 -- -- Deferred energy supply costs (13,839) -- (13,839) -- -- Net change in: Accounts receivable (7,333) -- (7,333) -- -- Inventories 9,110 -- 9,110 -- -- Accrued/Prepaid taxes 112,100 -- 112,100 -- -- Accounts payable (15,008) -- (15,008) -- -- Other current assets & liabilities(1) (2,721) -- (2,721) -- -- Other, net 12,023 -- 12,023 -- -- --------- --------- --------- --------- --------- Net cash provided by operating activities 282,583 -- 282,583 -- -- --------- --------- --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loan receivable/payable (74,422) -- (74,422) -- -- Capital expenditures (53,717) -- (53,717) -- -- Deposits to nuclear decommissioning trust funds (405) -- (405) -- -- Other, net 4,196 -- 4,196 -- -- --------- --------- --------- --------- --------- Net cash used by investing activities (124,348) -- (124,348) -- -- --------- --------- --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Common dividends paid (67,309) -- (67,309) -- -- Preferred dividends paid (2,332) -- (2,332) -- -- Long-term debt redeemed (46,075) -- (46,075) -- -- Principal portion of capital lease payments (12,326) -- (12,326) -- -- Net change in short-term debt (30,000) -- (30,000) -- -- --------- --------- --------- --------- --------- Net cash used by financing activities (158,042) -- (158,042) -- -- --------- --------- --------- --------- --------- Net change in cash and cash equivalents 193 -- 193 -- -- Beginning of year cash and cash equivalents 7,924 -- 7,924 -- -- --------- --------- --------- --------- --------- End of year cash and cash equivalents $ 8,117 $ -- $ 8,117 $ -- $ -- ========= ========= ========= ========= =========
(1) Other than debt and deferred income taxes classified as current *CONFIDENTIAL TREATMENT REQUESTED F - 3C Page 1 Of 1 88 Conectiv Properties and Investments, Inc. and Subsidiaries Consolidating Statement of Cash Flows For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Reclasses & Total CPI Consol. CPI Consolidated* Entries* Parent* DCI I* DCI II* Burney* ------- ------- ------- ------- ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) -- -- -- -- -- -- Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries -- -- -- -- -- -- Depreciation and amortization -- -- -- -- -- -- Deferred income taxes, net -- -- -- -- -- -- Net change in: Accounts receivable -- -- -- -- -- -- Accounts payable -- -- -- -- -- -- Accrued/Prepaid taxes -- -- -- -- -- -- Other current assets & liabilities(1) -- -- -- -- -- -- Dividends received from subsidiaries -- -- -- -- -- -- Other, net -- -- -- -- -- -- ------- ------- ------- ------- ------- ------- Net cash provided by operating activities -- -- -- -- -- -- ------- ------- ------- ------- ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of businesses, net of cash acquired -- -- -- -- -- Intercompany loan receivable/payable -- -- -- -- -- -- Capital expenditures -- -- -- -- -- -- Leveraged leases, net -- -- -- -- -- -- Other, net -- -- -- -- -- -- ------- ------- ------- ------- ------- ------- Net cash used by investing activities -- -- -- -- -- -- ------- ------- ------- ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Common dividends paid -- -- -- -- -- -- Long-term debt redeemed -- -- -- -- -- -- ------- ------- ------- ------- ------- ------- Net cash used by financing activities -- -- -- -- -- -- ------- ------- ------- ------- ------- ------- Net change in cash and cash equivalents -- -- -- -- -- -- Beginning of year cash and cash equivalents -- -- -- -- -- -- ------- ------- ------- ------- ------- ------- End of year cash and cash equivalents $ -- $ -- $ -- $ -- $ -- $ -- ======= ======= ======= ======= ======= =======
(1) Other than debt and deferred income taxes classified as current. *CONFIDENTIAL TREATMENT REQUESTED F - 3D Page 1 Of 1 89 Conectiv Energy Holding Company and Subsidiaries Consolidating Statement of Cash Flows For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Reclasses & Total CEH Consol. ACE Consolidated* Entries* CEH* CESI* COSC* REIT* ---- ---- ---- ---- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) -- -- -- -- -- -- Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries -- -- -- -- -- -- Depreciation and amortization -- -- -- -- -- -- Investment tax credit adjustments, net -- -- -- -- -- -- Deferred income taxes, net -- -- -- -- -- -- Net change in: -- -- -- -- -- -- Accounts receivable -- -- -- -- -- -- Inventories -- -- -- -- -- -- Accounts payable -- -- -- -- -- -- Accrued/Prepaid taxes -- -- -- -- -- -- Other, net -- -- -- -- -- -- ---- ---- ---- ---- ---- ---- Net cash provided by operating activities -- -- -- -- -- -- ---- ---- ---- ---- ---- ---- CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loan receivable/payable -- -- -- -- -- -- Capital expenditures -- -- -- -- -- -- Other, net -- -- -- -- -- -- ---- ---- ---- ---- ---- ---- Net cash used by investing activities -- -- -- -- -- -- ---- ---- ---- ---- ---- ---- CASH FLOWS FROM FINANCING ACTIVITIES Capital contributions -- -- -- -- -- -- Common stock issued -- -- -- -- -- -- ---- ---- ---- ---- ---- ---- Net cash used by financing activities -- -- -- -- -- -- ---- ---- ---- ---- ---- ---- Net change in cash and cash equivalents -- -- -- -- -- -- Beginning of year cash and cash equivalents -- -- -- -- -- -- ---- ---- ---- ---- ---- ---- End of year cash and cash equivalents $ -- $ -- $ -- $ -- $ -- $ -- ==== ==== ==== ==== ==== ====
(1) Other than debt and deferred income taxes classified as current. *CONFIDENTIAL TREATMENT REQUESTED F - 3E Page 1 Of 2 90 Conectiv Energy Holding Company and Subsidiaries Consolidating Statement of Cash Flows For the Year Ended December 31, 2000 (Dollars in Thousands)
CAG* CDG* ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) -- -- Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries -- -- Depreciation and amortization -- -- Investment tax credit adjustments, net -- -- Deferred income taxes, net -- -- Net change in: -- -- Accounts receivable -- -- Inventories -- -- Accounts payable -- -- Accrued/Prepaid taxes -- -- Other, net -- -- ---- ---- Net cash provided by operating activities -- -- ---- ---- CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loan receivable/payable -- -- Capital expenditures -- -- Other, net -- -- ---- ---- Net cash used by investing activities -- -- ---- ---- CASH FLOWS FROM FINANCING ACTIVITIES Capital contributions -- -- Common stock issued -- -- ---- ---- Net cash used by financing activities -- -- ---- ---- Net change in cash and cash equivalents -- -- Beginning of year cash and cash equivalents -- -- ---- ---- End of year cash and cash equivalents $ -- $ -- ==== ====
(1) Other than debt and deferred income taxes classified as current. *CONFIDENTIAL TREATMENT REQUESTED F - 3E Page 2 Of 2 91 Conectiv Communications, Inc. and Subsidiaries Consolidating Statements of Cash Flows For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CCI Reclasses & CCI Consolidated* Consol. Entries* Parent* CCV* ------------------- ------------------- -------------------- --------------- Cash Flows From Operating Activities Net income (loss) - - - - Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries - - - - Depreciation and amortization - - - - Deferred income taxes, net - - - - Net change in: Accounts receivable - - - - Inventories - - - - Accounts payable - - - - Accrued/Prepaid taxes - - - - Other current assets & liabilities(1) - - - - Other, net - - - - ------------------- ------------------- -------------------- --------------- Net cash provided by operating activities - - - - ------------------- ------------------- -------------------- --------------- Cash Flows From Investing Activities Intercompany loan receivable/payable - - - - Capital expenditures - - - - Other, net - - - - ------------------- ------------------- -------------------- --------------- Net cash used by investing activities - - - - ------------------- ------------------- -------------------- --------------- Cash Flows From Financing Activities ------------------- ------------------- -------------------- --------------- Net cash used by financing activities - - - - ------------------- ------------------- -------------------- --------------- Net change in cash and cash equivalents - - - - Beginning of year cash and cash equivalents - - - - ------------------- ------------------- -------------------- --------------- End of year cash and cash equivalents $ - $ - $ - $ - =================== =================== ==================== ===============
(1) Other than debt and deferred income taxes classified as current. *CONFIDENTIAL TREATMENT REQUESTED F - 3F Page 1 Of 1 92 Conectiv Solutions LLC and Subsidiaries Consolidating Statement of Cash Flows For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total Solutions Reclasses & Solutions Consolidated* Consol. Entries* Parent* ------------------- -------------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) - - - Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries - - - Minority Interest - - - Special charges - - - Depreciation and amortization - - - Deferred income taxes, net - - - Net change in: - - - Accounts receivable - - - Note receivable from associated company Inventories - - - Accounts payable - - - Accrued/Prepaid taxes - - - Other current assets & liabilities(1) - - - Dividends received from subsidiaries - - - Other, net - - - ------------------- -------------------- -------------- Net cash provided by operating activities - - - ------------------- -------------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of businesses, net of cash acquired - - - Intercompany loan receivable/payable - - - Capital expenditures - - - Investments in partnerships - - - Capital contributions to subsidiaries - - - Proceeds from assets sold - - - Leveraged leases, net Other, net - - - ------------------- -------------------- -------------- Net cash used by investing activities - - - ------------------- -------------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES Common dividends paid - - - Capital contributions - - - Common stock issued - - - Long-term debt redeemed - - - ------------------- -------------------- -------------- Net cash used by financing activities - - - ------------------- -------------------- -------------- Net change in cash and cash equivalents - - - Beginning of year cash and cash equivalents - - - ------------------- -------------------- -------------- End of year cash and cash equivalents $ - $ - $ - =================== ==================== ==============
ATE Elimination Consolidated* ATE/KSA* ATE* ------------------ ----------------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) - - - Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries - - - Minority Interest - - - Special charges - - - Depreciation and amortization - - - Deferred income taxes, net - - - Net change in: - - - Accounts receivable - - - Note receivable from associated company Inventories - - - Accounts payable - - - Accrued/Prepaid taxes - - - Other current assets & liabilities(1) - - - Dividends received from subsidiaries - - - Other, net - - - ------------------ ----------------- ----------- Net cash provided by operating activities - - - ------------------ ----------------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of businesses, net of cash acquired - - - Intercompany loan receivable/payable - - - Capital expenditures - - - Investments in partnerships - - - Capital contributions to subsidiaries - - - Proceeds from assets sold - - - Leveraged leases, net Other, net - - - ------------------ ----------------- ----------- Net cash used by investing activities - - - ------------------ ----------------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Common dividends paid - - - Capital contributions - - - Common stock issued - - - Long-term debt redeemed - - - ------------------ ----------------- ----------- Net cash used by financing activities - - - ------------------ ----------------- ----------- Net change in cash and cash equivalents - - - Beginning of year cash and cash equivalents - - - ------------------ ----------------- ----------- End of year cash and cash equivalents $ - $ - $ - ================== ================= ===========
*CONFIDENTIAL TREATMENT REQUESTED F - 3G Page 1 Of 2 93 Conectiv Solutions LLC and Subsidiaries Consolidating Statement of Cash Flows For the Year Ended December 31, 2000 (Dollars in Thousands)
CSI II KSA* Consolidated* --------------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) - - Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries - - Minority Interest - - Special charges - - Depreciation and amortization - - Deferred income taxes, net - - Net change in: - - Accounts receivable - - Note receivable from associated company Inventories - - Accounts payable - - Accrued/Prepaid taxes - - Other current assets & liabilities(1) - - Dividends received from subsidiaries - - Other, net - - --------------- ------------------ Net cash provided by operating activities - - --------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of businesses, net of cash acquired - - Intercompany loan receivable/payable - - Capital expenditures - - Investments in partnerships - - Capital contributions to subsidiaries - - Proceeds from assets sold - - Leveraged leases, net Other, net - - --------------- ------------------ Net cash used by investing activities - - --------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES Common dividends paid - - Capital contributions - - Common stock issued - - Long-term debt redeemed - - --------------- ------------------ Net cash used by financing activities - - --------------- ------------------ Net change in cash and cash equivalents - - Beginning of year cash and cash equivalents - - --------------- ------------------ End of year cash and cash equivalents $ - $ - =============== ==================
*CONFIDENTIAL TREATMENT REQUESTED F - 3G Page 2 Of 2 94 Conectiv Services II, Inc. and Subsidiaries Consolidating Statement of Cash Flows For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CSI II Reclasses & Consolidated* Consol. Entries* CSII* ---------------- -------------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) - - - Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries - - - Special charges - - - Depreciation and amortization - - - Deferred income taxes, net - - - Net change in: Accounts receivable - - - Inventories - - - Accounts payable - - - Accrued/Prepaid taxes - - - Other current assets & liabilities(1) - - - Other, net - - - ---------------- -------------------- --------------- Net cash provided by operating activities - - - ---------------- -------------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of businesses, net of cash acquired - - - Intercompany loan receivable/payable - - - Capital expenditures - - - Capital contributions to subsidiaries - - - Proceeds from assets sold - - - Other, net - - - ---------------- -------------------- --------------- Net cash used by investing activities - - - ---------------- -------------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES Capital contributions - - - Common stock issued - - - Long-term debt redeemed - - - ---------------- -------------------- --------------- Net cash used by financing activities - - - ---------------- -------------------- --------------- Net change in cash and cash equivalents - - - Beginning of year cash and cash equivalents - - - ---------------- -------------------- --------------- End of year cash and cash equivalents $ - $ - $ - ================ ==================== ===============
CTS CSI* Plumbing* Consolidated* --------------- --------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) - - - Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries - - - Special charges - - - Depreciation and amortization - - - Deferred income taxes, net - - - Net change in: Accounts receivable - - - Inventories - - - Accounts payable - - - Accrued/Prepaid taxes - - - Other current assets & liabilities(1) - - - Other, net - - - --------------- --------------- --------------- Net cash provided by operating activities - - - --------------- --------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of businesses, net of cash acquired - - - Intercompany loan receivable/payable - - - Capital expenditures - - - Capital contributions to subsidiaries - - - Proceeds from assets sold - - - Other, net - - - --------------- --------------- --------------- Net cash used by investing activities - - - --------------- --------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES Capital contributions - - - Common stock issued - - - Long-term debt redeemed - - - --------------- --------------- --------------- Net cash used by financing activities - - - --------------- --------------- --------------- Net change in cash and cash equivalents - - - Beginning of year cash and cash equivalents - - - --------------- --------------- --------------- End of year cash and cash equivalents $ - $ - $ - =============== =============== ===============
(1) Other than debt and deferred income taxes classified as current. *CONFIDENTIAL TREATMENT REQUESTED F - 3H Page 1 Of 1 95 Conectiv Thermal Systems, Inc. and Subsidiaries Consolidating Statement of Cash Flows For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CTS Reclasses & CTS Consolidated* Consol. Entries* Parent* --------------- -------------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) - - - Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries - - - Depreciation and amortization - - - Provision for loss on the sale of businesses - - - Deferred income taxes, net - - - Net change in: Accounts receivable - - - Inventories - - - Accounts payable - - - Accrued/Prepaid taxes - - - Other current assets & liabilities(1) - - - Other, net - - - --------------- -------------------- -------------- Net cash provided by operating activities - - - --------------- -------------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loan receivable/payable - - - Capital expenditures - - - Proceeds from assets sold - - - Other, net - - - --------------- -------------------- -------------- Net cash used by investing activities - - - --------------- -------------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES Capital contributions - - - --------------- -------------------- -------------- Net cash used by financing activities - - - --------------- -------------------- -------------- Net change in cash and cash equivalents - - - Beginning of year cash and cash equivalents - - - --------------- -------------------- -------------- End of year cash and cash equivalents $ - $ - $ - =============== ==================== ==============
ATS* AJTS* TELP* -------------- -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) - - - Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries - - - Depreciation and amortization - - - Provision for loss on the sale of businesses - - - Deferred income taxes, net - - - Net change in: Accounts receivable - - - Inventories - - - Accounts payable - - - Accrued/Prepaid taxes - - - Other current assets & liabilities(1) - - - Other, net - - - -------------- -------------- -------------- Net cash provided by operating activities - - - -------------- -------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loan receivable/payable - - - Capital expenditures - - - Proceeds from assets sold - - - Other, net - - - -------------- -------------- -------------- Net cash used by investing activities - - - -------------- -------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES Capital contributions - - - -------------- -------------- -------------- Net cash used by financing activities - - - -------------- -------------- -------------- Net change in cash and cash equivalents - - - Beginning of year cash and cash equivalents - - - -------------- -------------- -------------- End of year cash and cash equivalents $ - $ - $ - ============== ============== ==============
(1) Other than debt and deferred income taxes classified as current. *CONFIDENTIAL TREATMENT REQUESTED F - 3I Page 1 Of 1 96 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Cash Flows For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total AGI Reclasses & AGI Consolidated* Consol. Entries* Parent* Vin LTD* ---------------- ----------------- ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) -- -- -- -- Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries -- -- -- -- Minority Interest -- Depreciation and amortization -- -- -- -- Deferred income taxes, net -- -- -- -- Net change in: Accounts receivable -- -- -- -- Accounts payable -- -- -- -- Accrued/Prepaid taxes -- -- -- -- Dividends received from subsidiaries -- -- -- -- Other, net -- -- -- -- ---------------- ----------------- ------------ ------------ Net cash provided by operating activities -- -- -- -- ---------------- ----------------- ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loan receivable/payable -- -- -- -- ---------------- ----------------- ------------ ------------ Net cash used by investing activities -- -- -- -- ---------------- ----------------- ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Common dividends paid -- -- -- -- ---------------- ----------------- ------------ ------------ Net cash used by financing activities -- -- -- -- ---------------- ----------------- ------------ ------------ Net change in cash and cash equivalents -- -- -- -- Beginning of year cash and cash equivalents -- -- -- -- ---------------- ----------------- ------------ ------------ End of year cash and cash equivalents $ -- $ -- $ -- $ -- ================ ================= ============= ============
(1) Other than debt and deferred income taxes classified as current. *CONFIDENTIAL TREATMENT REQUESTED F - 3J Page 1 Of 2 97 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Cash Flows For the Year Ended December 31, 2000 (Dollars in Thousands)
Vin Gen* Bing LTD* Bing Gen* Ped Gen* -------------- ---------------- -------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) -- -- -- -- Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries -- -- -- -- Minority Interest Depreciation and amortization -- -- -- -- Deferred income taxes, net -- -- -- -- Net change in: Accounts receivable -- -- -- -- Accounts payable -- -- -- -- Accrued/Prepaid taxes -- -- -- -- Dividends received from subsidiaries -- -- -- -- Other, net -- -- -- -- -------------- -------------- -------------- ------------- Net cash provided by operating activities -- -- -- -- -------------- -------------- -------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loan receivable/payable -- -- -- -- -------------- -------------- -------------- ------------- Net cash used by investing activities -- -- -- -- -------------- -------------- -------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES Common dividends paid -- -- -- -- -------------- -------------- -------------- ------------- Net cash used by financing activities -- -- -- -- -------------- -------------- -------------- ------------- Net change in cash and cash equivalents -- -- -- -- Beginning of year cash and cash equivalents -- -- -- -- -------------- -------------- -------------- ------------- End of year cash and cash equivalents $ -- $ -- $ -- $ -- ============== ============== ============== =============
(1) Other than debt and deferred income taxes classified as current. *CONFIDENTIAL TREATMENT REQUESTED F - 3J Page 2 Of 2 98 Haymoor, L.L.C. and Subsidiaries Consolidating Statement of Cash Flows For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total Haymoor Reclasses & Haymoor Conectiv Consolidated* Consol. Entries* Parent* Energy Inc* --------------- ---------------- -------------- ------------- Cash Flows From Operating Activities Net income (loss) -- -- -- -- Adjustments to reconcile net income (loss) to net cash provided by operating activities Equity in loss / (earnings) of subsidiaries -- -- -- -- Net change in: Accounts receivable -- -- -- -- Accounts payable -- -- -- -- Accrued/Prepaid taxes -- -- -- -- Other current assets & liabilities(1) -- -- -- -- Other, net -- -- -- -- ---------- ---------- ---------- ---------- Net cash provided by operating activities -- -- -- -- ---------- ---------- ---------- ---------- Cash Flows From Investing Activities Capital expenditures -- -- -- -- Sale of Hayroad Land -- -- -- -- Capital contributions to subsidiaries -- Other, net -- -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net cash used by investing activities -- -- -- -- ---------- ---------- ---------- ---------- Cash Flows From Financing Activities Capital contributions -- -- -- -- Net change in short-term debt -- -- -- -- Cost of issuances and refinancings -- -- -- -- ---------- ---------- ---------- ---------- Net cash used by financing activities -- -- -- -- ---------- ---------- ---------- ---------- Net change in cash and cash equivalents -- -- -- -- Beginning of year cash and cash equivalents -- -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- End of year cash and cash equivalents $ -- $ -- $ -- $ -- ========== ========== ========== ==========
(1)Other than debt and deferred income taxes classified as current. *CONFIDENTIAL TREATMENT REQUESTED F - 3K Page 1 Of 1 99 Conectiv and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations Total Reclasses & Conectiv DPL ACE Conectiv Consolidations Parent Consolidated Consolidated ------------ -------------- ------------- -------------- ------------ Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $(36,472) $(200,201) $(36,472) $147,288 $129,981 Transfer of Asset to Solutions 2,000 -- (2,000) -- Transfer of CDG into CEH 11 -- (11) -- Transfer of CAG into CEH -- 12 -- -- (12) Transfer of CESI & COSC into CEH -- -- -- -- -- Transfer of CSI into Solutions -- -- -- -- -- Transfer CEI into Haymoor -- -- -- -- -- Transfer Enerval into Conectiv -- -- -- -- -- Merger of DCI and DSC -- -- -- -- -- Consolidation of previously unconsolidated balances -- -- -- -- -- Net Income / (Loss) 170,830 (196,152) 170,830 141,816 54,434 Common stock dividends (73,215) 91,591 (73,215) (24,282) (67,309) Class A common stock dividends (18,375) -- (18,375) -- -- Preferred dividends -- 7,077 -- (4,945) (2,132) Redemption of preferred stock -- -- -- -- -- --------- --------- --------- --------- --------- Balance as of December 31, 2000 $42,768 $(295,662) $42,768 $257,866 $114,962 ========= ========= ========= ========= =========
*CONFIDENTIAL TREATMENT REQUESTED F - 4A Page 1 Of 4 100 Conectiv and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
CPI CEH CCI Consolidated* Consolidated* ASP* DSC* Consolidated* ------------- ------------- ----------- ----------- ------------- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- $ -- $ -- Transfer of Asset to Solutions -- -- -- -- -- Transfer of CDG into CEH -- -- -- -- -- Transfer of CAG into CEH -- -- -- -- -- Transfer of CESI & COSC into CEH -- -- -- -- -- Transfer of CSI into Solutions -- -- -- -- -- Transfer CEI into Haymoor -- -- -- -- -- Transfer Enerval into Conectiv -- -- -- -- -- Merger of DCI and DSC -- -- -- -- -- Consolidation of previously unconsolidated balances -- -- -- -- -- Net Income / (Loss) -- -- -- -- -- Common stock dividends -- -- -- -- -- Class A common stock dividends -- -- -- -- -- Preferred dividends -- -- -- -- -- Redemption of preferred stock -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- Balance as of December 31, 2000 $ -- $ -- $ -- $ -- $ -- =========== =========== =========== =========== ===========
*CONFIDENTIAL TREATMENT REQUESTED F - 4A Page 2 Of 4 101 Conectiv and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Solutions AGI Haymoor Consolidated* CRP* Consolidated* Consolidated* Enerval* ------------- ------------ ------------- ------------ ----------- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $(131) $ -- $ -- $ -- Transfer of Asset to Solutions -- -- -- -- -- Transfer of CDG into CEH -- -- -- -- -- Transfer of CAG into CEH -- -- -- -- -- Transfer of CESI & COSC into CEH -- -- -- -- -- Transfer of CSI into Solutions -- -- -- -- -- Transfer CEI into Haymoor -- -- -- -- -- Transfer Enerval into Conectiv -- -- -- -- -- Merger of DCI and DSC -- -- -- -- -- Consolidation of previously unconsolidated balances -- -- -- -- -- Net Income / (Loss) -- (98) -- -- -- Common stock dividends -- -- -- -- -- Class A common stock dividends -- -- -- -- -- Preferred dividends -- -- -- -- -- Redemption of preferred stock -- -- -- -- -- ---------- --------- ---------- --------- ------------- Balance as of December 31, 2000 $ -- $(229) $ -- $ -- $ -- ========== ========= ========== ========= =============
*CONFIDENTIAL TREATMENT REQUESTED F - 4A Page 3 Of 4 102 Conectiv and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
CES CSI Conectiv CMM* Consolidated* Consolidated* Energy* ------------ -------------- ------------- ----------- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- $ -- Transfer of Asset to Solutions -- -- -- -- Transfer of CDG into CEH -- -- -- -- Transfer of CAG into CEH -- -- -- -- Transfer of CESI & COSC into CEH -- -- -- -- Transfer of CSI into Solutions -- -- -- -- Transfer CEI into Haymoor -- -- -- -- Transfer Enerval into Conectiv -- -- -- -- Merger of DCI and DSC -- -- -- -- Consolidation of previously unconsolidated balances -- -- -- -- Net Income / (Loss) -- -- -- -- Common stock dividends -- -- -- -- Class A common stock dividends -- -- -- -- Preferred dividends -- -- -- -- Redemption of preferred stock -- -- -- -- --------- --------- --------- --------- Balance as of December 31, 2000 $ -- $ -- $ -- $ -- ========= ========= ========= =========
*CONFIDENTIAL TREATMENT REQUESTED F - 4A Page 4 Of 4 103 Delmarva Power and Light and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total DPL Reclasses & DPL DPL Consolidated Consol. Entries Parent Financing ------------- --------------- --------- --------- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ 147,288 $ -- $147,288 $ -- Transfer of Asset to Solutions (2,000) -- (2,000) -- Transfer of CDG into CEH (11) -- (11) -- Net Income / (Loss) 141,816 -- 141,816 -- Common stock dividends (24,282) -- (24,282) -- Preferred dividends (4,945) -- (4,945) -- --------- --------- --------- --------- Balance as of December 31, 2000 $257,866 $ -- $257,866 $ -- ========= ========= ========= =========
*CONFIDENTIAL TREATMENT REQUESTED F - 4B Page 1 Of 1 104 Atlantic City Electric Company and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total ACE Reclasses & ACE ACE ACE Consolidated Consol. Entries Parent Capital I Capital II ------------ --------------- ----------- ---------- ----------- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $129,981 $ -- $129,981 $ -- $ -- Transfer of ACE REIT into CEH (12) -- (12) -- -- Net Income / (Loss) 54,434 -- 54,434 -- -- Common stock dividends (67,309) -- (67,309) -- -- Class A common stock dividends -- -- -- -- -- Preferred dividends (2,132) -- (2,132) -- -- Redemption of preferred stock -- -- -- -- -- --------- --------- --------- --------- --------- Balance as of December 31, 2000 $114,962 $ -- $114,962 $ -- $ -- ========= ========= ========= ========= =========
*CONFIDENTIAL TREATMENT REQUESTED F - 4C Page 1 Of 1 105 Conectiv Properties and Investments, Inc. and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CPI Reclasses & CPI Consolidated* Consol. Entries* Parent* DCI I* ------------ --------------- ---------- ---------- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- $ -- Merger with DSC -- -- -- -- Net Income / (Loss) -- -- -- -- Common stock dividends -- -- -- -- --------- --------- --------- --------- Balance as of December 31, 2000 $ -- $ -- $ -- $ -- ========= ========= ========= =========
*CONFIDENTIAL TREATMENT REQUESTED F - 4D Page 1 Of 2 106 Conectiv Properties and Investments, Inc. and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
DCI II* Burney* --------- --------- Retained Earnings/(Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- Merger with DSC -- -- Net Income / (Loss) -- -- Common stock dividends -- -- --------- --------- Balance as of December 31, 2000 $ -- $ -- ========= =========
*CONFIDENTIAL TREATMENT REQUESTED F - 4D Page 2 Of 2 107 Conectiv Energy Holding Company and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, CEH Reclasses & CEH Consolidated* Consol. Entries* Parent* ------------- ---------------- ------- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- Transfer of CDG into CEH -- -- -- Transfer of ACE REIT & CAG into CEH -- -- -- Transfer of CESI & COSC into CEH -- -- -- Net Income / (Loss) -- -- -- ------ ------ ------ Balance as of December 31, 2000 $ -- $ -- $ -- ====== ====== ======
*CONFIDENTIAL TREATMENT REQUESTED F - 4E Page 1 of 2 108 Conectiv Energy Holding Company and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
CESI ACE REIT Consolidated* Consolidated* CDG* ------------- ------------- ---- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- Transfer of CDG into CEH -- -- -- Transfer of ACE REIT & CAG into CEH -- -- -- Transfer of CESI & COSC into CEH -- -- -- Net Income / (Loss) -- -- -- ------ ------ ---- Balance as of December 31, 2000 $ -- $ -- $ -- ====== ====== ====
*CONFIDENTIAL TREATMENT REQUESTED F - 4E Page 2 of 2 109 ACE REIT, Inc. and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, ACE REIT Reclasses & ACE REIT Consolidated* Consol. Entries* Parent* CAG* ------------- ---------------- ------- ---- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- $ -- Net Income / (Loss) -- -- -- -- ---- ---- ---- ---- Balance as of December 31, 2000 $ -- $ -- $ -- $ -- ==== ==== ==== ====
*CONFIDENTIAL TREATMENT REQUESTED F - 4F Page 1 of 1 110 Conectiv Energy Supply, Inc. and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CESI Reclasses & CESI Consolidated* Consol. Entries* Parent* COSC* ------------- ---------------- ------- ----- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- $ -- Net Income / (Loss) -- -- -- -- ---- ---- ---- ---- Balance as of December 31, 2000 $ -- $ -- $ -- $ -- ==== ==== ==== ====
*CONFIDENTIAL TREATMENT REQUESTED F - 4G Page 1 of 1 111 Conectiv Communications Inc. and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CCI Reclasses & CCI Consolidated* Consol. Entries* Parent* CCV* ------------- ---------------- ------- ---- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- $ -- Net Income / (Loss) -- -- -- -- ---- ---- ---- ---- Balance as of December 31, 2000 $ -- $ -- $ -- $ -- ==== ==== ==== ====
* CONFIDENTIAL TREATMENT REQUESTED F - 4H Page 1 of 1 112 Conectiv Solutions LLC and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total Solutions Reclasses & Solutions ATE Elimination Consolidated* Consol. Entries* Parent* Consolidated* ATE/KSA* ATE* --------------- ---------------- --------- ------------- ----------- ---- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- $ -- $ -- $ -- Transfer of asset to VHS -- -- -- -- -- -- Transfer of CSI to Solutions -- -- -- -- -- -- Transfer of Enerval into Conectiv -- -- -- -- -- -- Sale of CSI to UGI -- -- -- -- -- -- Net Income / (Loss) -- -- -- -- -- -- ATE Common stock dividends -- -- -- -- -- -- Solutions Common stock dividends Class A common stock dividends -- -- -- -- -- -- Preferred dividends -- -- -- -- -- -- Redemption of preferred stock -- -- -- -- -- -- ---- ---- ---- ---- ---- ---- Balance as of December 31, 2000 $ -- $ -- $ -- $ -- $ -- $ -- ==== ==== ==== ==== ==== ====
* CONFIDENTIAL TREATMENT REQUESTED F - 4I Page 1 of 2 113 Conectiv Solutions LLC and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Vital CSII KSA* Services* Consolidated* ---- --------- ------------- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- Transfer of asset to VHS -- -- -- Transfer of CSI to Solutions -- -- -- Transfer of Enerval into Conectiv -- -- -- Sale of CSI to UGI -- -- -- Net Income / (Loss) -- -- -- ATE Common stock dividends -- -- -- Solutions Common stock dividends Class A common stock dividends -- -- -- Preferred dividends -- -- -- Redemption of preferred stock -- -- -- ---- ---- ---- Balance as of December 31, 2000 $ -- $ -- $ -- ==== ==== ====
* CONFIDENTIAL TREATMENT REQUESTED F - 4I Page 2 of 2 114 Conectiv Services II, Inc. and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CSII Reclasses & CSII Consolidated* Consol. Entries* Parent* CSI* ------------- ---------------- ------- ---- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- $ -- Transfer Enerval into Conectiv -- -- -- -- Transfer of Plumbing to CSI II -- -- -- -- Transfer of CTS to CSI II -- -- -- -- Transfer of CSI into CSII -- -- -- -- Sale of CSI -- -- -- -- Net Income / (Loss) -- -- -- -- ---- ---- ---- ---- Balance as of December 31, 2000 $ -- $ -- $ -- $ -- ==== ==== ==== ====
* CONFIDENTIAL TREATMENT REQUESTED F - 4J Page 1 of 2 115 Conectiv Services II, Inc. and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
CTS Plumbing* Consolidated* --------- ------------- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- Transfer Enerval into Conectiv -- -- Transfer of Plumbing to CSI II -- -- Transfer of CTS to CSI II -- -- Transfer of CSI into CSII -- -- Sale of CSI -- -- Net Income / (Loss) -- -- ---- ---- Balance as of December 31, 2000 $ -- $ -- ==== ====
* CONFIDENTIAL TREATMENT REQUESTED F - 4J Page 2 of 2 116 Conectiv Thermal Systems, Inc. and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total CTS Reclasses & CTS Consolidated* Consol. Entries* Parent* ATS* AJTS* TELP* ------------- ---------------- ------- ---- ----- ----- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- $ -- $ -- $ -- Net Income / (Loss) -- -- -- -- -- -- ---- ---- ---- ---- ---- ---- Balance as of December 31, 2000 $ -- $ -- $ -- $ -- $ -- $ -- ==== ==== ==== ==== ==== ====
* CONFIDENTIAL TREATMENT REQUESTED F - 4K Page 1 of 1 117 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Total AGI Reclasses & AGI Consolidated* Consol. Entries* Parent* Vin LTD* ------------- ---------------- ------- -------- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- $ -- Net Income / (Loss) -- -- -- -- Common stock dividends -- -- -- -- ---- ---- ---- ---- Balance as of December 31, 2000 $ -- $ -- $ -- $ -- ==== ==== ==== ====
* CONFIDENTIAL TREATMENT REQUESTED F - 4L Page 1 of 2 118 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Vin Gen* Bing LTD* Bing Gen* Ped Gen* -------- --------- --------- -------- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- $ -- Net Income / (Loss) -- -- -- -- Common stock dividends -- -- -- -- ---- ---- ---- ---- Balance as of December 31, 2000 $ -- $ -- $ -- $ -- ==== ==== ==== ====
* CONFIDENTIAL TREATMENT REQUESTED F - 4L Page 2 of 2 119 Haymoor, L.L.C. and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 2000 (Dollars in Thousands)
Eliminations, Conectiv Total Haymoor Reclasses & Haymoor Energy Consolidated* Consol. Entries* Parent* Inc.* ------------- ---------------- ------- -------- Retained Earnings / (Accumulated Deficit) Balance as of December 31, 1999 $ -- $ -- $ -- $ -- Purchase accounting adjustment -- -- -- -- Net Income / (Loss) -- -- -- -- ------- ------ ------ ------ Balance as of December 31, 2000 $ -- $ -- $ -- $ -- ======= ====== ====== ======
*CONFIDENTIAL TREATMENT REQUESTED F - 4M Page 1 Of 1 120 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. CONECTIV /s/ James P. Lavin ------------------------------- James P. Lavin Controller Date: May 1, 2001 29 121 EXHIBIT A Conectiv's Annual Report on Form 10-K for the year ended December 31, 2000 which was filed with the Commission on March 15, 2001 (File No. 1-13895) is incorporated herein by reference. 122 EXHIBIT B CONECTIV B.1.1 Restated Certificate of Incorporation filed March 2, 1998 in the office of the Delaware Secretary of State (filed with Conectiv's Current Report on Form 8-K dated March 6, 1998) B.1.2 Amended and Restated Bylaws as amended October 26, 1999 (filed with 1999 Form U5S) DELMARVA POWER & LIGHT COMPANY B.2.1 Restated Certificate filed April 9, 1990 with the office of the Delaware Secretary of State (filed with Registration Statement No. 33-50453) B.2.2 Certificate of Designation filed July 29, 1992 with the office of the Delaware Secretary of State (filed with Registration Statement No. 33-50453) B.2.3 Certificate of Designation filed October 29, 1993 with the office of the Delaware Secretary of State (filed with Registration Statement No. 33-53855) B.2.4 Certificate of Amendment filed June 7, 1996 with the office of the Delaware Secretary of State (filed with Registration Statement No. 333-07281) B.2.5 Certificate of Amendment filed March 2, 1998 with the office of the Delaware Secretary of State (filed with Delmarva Power & Light's Current Report on Form 8-K dated March 4, 1998) B.2.6 Certificate of Merger of DS Sub, Inc., a Delaware Corporation, with and into Delmarva Power & Light Co., filed with the Delaware Secretary of State, effective as of March 1, 1998 (filed with Delmarva Power & Light's Current Report on Form 8-K dated March 4, 1998) B.2.7 Bylaws (filed with Delmarva Power & Light's Current Report on Form 8-K dated March 4, 1998) DPL REIT HOLDING, INC. B.3.1 Certificate of Incorporation filed March 12, 1998 in the office of the Delaware Secretary of State (filed with 1999 Form U5S) B.3.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) CONECTIV DELMARVA GENERATION, INC. (F/K/A DPL REIT, INC.) B.4.1 Certificate of Incorporation filed March 12, 1998 in the office of the Delaware Secretary of State (filed with 1999 Form U5S) B.4.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) B.4.3* Certificate of Ownership and Merger merging DPL REIT Holding, Inc. with and into DPL REIT, Inc. and changing name to Conectiv Delmarva Generation, Inc. 1 * Filed herewith 123 ATLANTIC CITY ELECTRIC COMPANY B.5.1 Agreement of Merger Between Atlantic City Electric Company and South Jersey Power & Light Company filed June 30, 1949 and Amendments through May 3, 1991 (filed with Atlantic City Electric Company's Reports on Form 10-Q for the quarters ended June 30, 1982, March 31, 1985, March 31, 1987 and September 30, 1991, with Atlantic City Electric Company's Form 8-K dated October 12, 1988 and with Atlantic City Electric Company's Form 10-K for the fiscal year ended December 31, 1990) B.5.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) ACE REIT HOLDING, INC. B.6.1 Certificate of Incorporation filed March 12, 1998 in the office of the Delaware Secretary of State (filed with 1999 Form U5S) B.6.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) ACE REIT, INC. B.7.1 Certificate of Incorporation filed March 12, 1998 in the office of the Delaware Secretary of State (filed with 1999 Form U5S) B.7.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) B.7.3* Certificate of Ownership and Merger merging ACE REIT Holding, Inc. with and into ACE REIT, Inc. CONECTIV RESOURCE PARTNERS, INC. B.8.1 Certificate of Incorporation filed January 16, 1998 with the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.8.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) DELMARVA SERVICES COMPANY B.9.1 Certificate of Incorporation of Delmarva Services Company filed October 31, 1986 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.9.2 Amended and Restated Bylaws as amended December 31 1999 (filed with 1999 Form U5S) CONECTIV COMMUNICATIONS, INC. (f/k/a Delmarva Telecommunications, Inc.) B.10.1 Certificate of Incorporation of Delmarva Telecommunications, Inc. filed October 21, 1996 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.10.2 Certificate of Amendment of Certificate of Incorporation of Delmarva Telecommunications, Inc. changing the name to Conectiv Communications, Inc. filed February 26, 1997 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.10.3 Amended and Restated Bylaws as amended December 31, 1999 2 * Filed herewith 124 CONECTIV COMMUNICATIONS OF VIRGINIA, INC. B.11.1 Certificate of Incorporation filed November 2, 1999 in the office of the Commonwealth of Virginia State Corporation Commission (filed with 1999 Form U5S) B.11.2 Bylaws (filed with 1999 Form U5S) CONECTIV ENERGY, INC. B.12.1 Certificate of Incorporation of Conectiv Energy, Inc. filed February 18, 1998 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.12.2 Bylaws (filed with 1999 Form U5S) CONECTIV SERVICES, INC. (f/k/a Service Confidence, Inc.) B.13.1 Certificate of Incorporation filed June 26, 1996 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.13.2 Certificate of Amendment of Certificate of Incorporation of Service Confidence, Inc. changing the name to Conectiv Services, Inc. filed March 6, 1997 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.13.3 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) CONECTIV PLUMBING, L.L.C. B.14.1 Certificate of Formation of Conectiv Plumbing, L.L.C. filed January 15, 1998 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.14.2 Operating Agreement of Conectiv Plumbing, L.L.C. (confidential treatment requested) (filed with 1998 Form U5S) CONECTIV ENERGY SUPPLY, INC. (f/k/a Delmarva Energy Company) B.15.1 Certificate of Incorporation of Delmarva Energy Company filed July 3, 1975 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.15.2 Certificate of Amendment of Certificate of Incorporation of Delmarva Energy Company adding Article 12th filed August 19, 1987 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.15.3 Certificate of Amendment of Certificate of Incorporation of Delmarva Energy Company changing the name to Conectiv Energy Supply, Inc. filed April 9, 1998 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.15.4 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) CONECTIV PROPERTIES AND INVESTMENTS, INC. (F/K/A DELMARVA CAPITAL INVESTMENTS, INC.) B.16.1 Certificate of Incorporation filed February 27, 1985 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.16.2 Certificate of Amendment of Certificate of Incorporation amending Article 8th filed August 19, 1987 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.16.3 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) B.16.4* Certificate of Merger merging Delmarva Services Company into Delmarva Capital Investments, Inc. and changing name to Conectiv Investments and Properties, Inc. 3 * Filed herewith 125 DCI I, INC. B.17.1 Certificate of Incorporation filed February 27, 1985 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.17.2 Certificate of Amendment of Certificate of Incorporation amending Article 8th filed August 19, 1987 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.17.3 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) DCI II, INC. B.18.1 Articles of Incorporation of DCI II, Inc. filed November 15, 1985 in the office of the Lieutenant Governor of the Virgin Islands of the U.S. (filed with 1998 Form U5S) B.18.2 Bylaws (filed with 1998 Form U5S) DCTC-BURNEY, INC. (f/k/a DCTC-Redding, Inc.) B.19.1 Certificate of Incorporation filed June 26, 1987 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.19.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) CONECTIV OPERATING SERVICES COMPANY (f/k/a Delmarva Operating Services Company) B.20.1 Certificate of Incorporation filed May 8, 1987 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.20.2 Certificate of Amendment of Certificate of Incorporation of Delmarva Operating Services Company changing name to Conectiv Operating Services Company filed December 9, 1998 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.20.3 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) CONECTIV SOLUTIONS LLC B.21.1 Certificate of Formation of Conectiv Solutions LLC filed October 20, 1997 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.21.2 Limited Liability Company Agreement for Conectiv Solutions LLC dated October 17, 1997 (confidential treatment requested) (filed with 1998 Form U5S) MILLENIUM ACCOUNT SERVICES, LLC B.22.1 Certificate of Formation of Millenium Account Services, LLC January 1, 1999 in the office of the Delaware Secretary of State (filed with 1999 Form U5S) B.22.2 Limited Liability Company Operating Agreement of Millenium Account Services LLC dated January 4, 1999 (confidential treatment requested) (filed with 1999 Form U5S) 4 * Filed herewith 126 ENERVAL, L.L.C. (f/k/a Atlantic CNRG Services, L.L.C.) B.23.1 Certificate of Formation of Atlantic CNRG Services, L.L.C. filed March 17, 1995 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.23.2 Certificate of Amendment of Atlantic CNRG Services, L.L.C. changing the name to Enerval, L.L.C. filed April 15, 1996 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.23.3 Operating Agreement of Atlantic CNRG Services, L.L.C. dated March 17, 1995 (confidential treatment requested) (filed with 1998 Form U5S) B.23.4 First Amendment to Operating Agreement of Operating Agreement of Atlantic CNRG Services, L.L.C. dated April ___, 1996 (confidential treatment requested) (filed with 1998 Form U5S) B.23.5 Second Amendment to Operating Agreement of Enerval, L.L.C. dated June 17, 1998 (confidential treatment requested) (filed with 1998 Form U5S) ATLANTIC SOUTHERN PROPERTIES, INC. (f/k/a Atlantic Housing, Inc.) B.24.1 Certificate of Incorporation filed June 24, 1970 in the office of the New Jersey Secretary of State (filed with 1998 Form U5S) B.24.2 Certificate of Amendment to Certificate of Incorporation of Atlantic Housing, Inc. changing the name to Atlantic Southern Properties, Inc. filed January 4, 1989 in the office of the New Jersey Secretary of State (filed with 1998 Form U5S) B.24.3 Amended and Restated Bylaws as amended December 31,1999 (filed with 1999 Form U5S) ATE INVESTMENT, INC. B.25.1 Certificate of Incorporation of ATE Investment, Inc. filed October 9, 1986 in the office of the New Jersey Secretary of State (filed with 1998 Form U5S) B.25.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) KING STREET ASSURANCE, LTD. B.26.1 Certificate of Incorporation filed August 9, 1999 in the office of the Bermuda Registrar of Companies (filed with 1999 Form U5S) B.26.2 Bye-Laws (filed with 1999 Form U5S) CONECTIV THERMAL SYSTEMS, INC. (f/k/a Atlantic Thermal Systems, Inc.) B.27.1 Certificate of Incorporation of Atlantic Thermal Systems, Inc. filed May 5, 1994 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.27.2 Certificate of Amendment of Certificate of Incorporation changing the name to Conectiv Thermal Systems, Inc. filed March 2, 1998 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.27.3 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) 5 * Filed herewith 127 ATS OPERATING SERVICES, INC. B.28.1 Certificate of Incorporation of ATS Operating Services, Inc. filed March 31, 1995 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.28.2 Certificate for Renewal and Revival of Certificate of Incorporation filed December 10, 1998 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.28.3 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) ATLANTIC JERSEY THERMAL SYSTEMS, INC. B.29.1 Certificate of Incorporation of Atlantic Jersey Thermal Systems, Inc. filed May 20, 1994 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.29.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) ATLANTIC-PACIFIC GLENDALE, L.L.C. B.30.1 Certificate of Limited Liability Company filed August 22, 1997 with the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.30.2 Operating Agreement (confidential treatment requested) (filed with 1998 Form U5S) ATLANTIC-PACIFIC LAS VEGAS, L.L.C. B.31.1 Certificate of Limited Liability Company filed October 29, 1997 with the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.31.2 Certificate of Amendment filed November 5, 1997 with the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.31.2 Operating Agreement (confidential treatment requested) (filed with 1998 Form U5S) ATLANTIC GENERATION, INC. B.32.1 Certificate of Incorporation Atlantic Generation, Inc. filed October 9, 1986 in the office of the New Jersey Secretary of State (filed with 1998 Form U5S) B.32.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) BINGHAMTON GENERAL, INC. B.33.1 Certificate of Incorporation of Binghamton General, Inc. filed May 3, 1990 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.33.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) BINGHAMTON LIMITED, INC. B.34.1 Certificate of Incorporation of Binghamton Limited, Inc. filed May 2, 1990 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.34.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) VINELAND GENERAL, INC. B.35.1 Certificate of Incorporation of Vineland General, Inc. filed August 28, 1990 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.35.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) 6 * Filed herewith 128 VINELAND LTD., INC. B.36.1 Certificate of Incorporation of Vineland Ltd., Inc. filed August 28, 1990 in the office of the Delaware Secretary of State (filed with 1998 Form U5S) B.36.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) PEDRICK GEN., INC. B.37.1 Certificate of Incorporation of Pedrick Gen., Inc. filed July 28, 1989 in the office of the New Jersey Secretary of State (filed with 1998 Form U5S) B.37.2 Amended and Restated Bylaws as amended December 31, 1999 (filed with 1999 Form U5S) CONECTIV MID-MERIT, INC. (F/K/A CONECTIV BRANDS, INC.) B.38.1* Certificate of Amendment of Certificate of Incorporation changing name to Conectiv Mid-Merit, Inc. B.38.2* Bylaws ENERGY SYSTEMS NORTH EAST, LLC B.39.1* Certificate of Formation B.39.2* Limited Liability Company Agreement (Confidential Treatment Requested) CONECTIV ENERGY HOLDING COMPANY B.40.1* Certificate of Incorporation B.40.2* Bylaws CONECTIV ATLANTIC GENERATION, L.L.C. B.41.1* Certificate of Formation DCI-BURNEY HOLDING, INC. B.42.1* Certificate of Incorporation CONECTIV SERVICES II, INC. B.43.1* Certificate of Incorporation of Conectiv Services II, Inc. B.43.2* Certificate of Amendment of Certificate of Incorporation changing the name to Conectiv Services, Inc. B.43.3* Bylaws VITALSERVICESHOME.COM, L.L.C. B.44.1* Amended and Restated Limited Liability Company Agreement of VitalHomeServices.com, L.L.C. dated as of March 31, 2000 (Confidential Treatment Requested) B.44.2* Amendment to Amended and Restated Limited Liability Company Agreement of VitalHomeServices.com, L.L.C. dated as of October 31, 2000 (Confidential Treatment Requested) B.44.3* Second Amendment to Amended and Restated Limited Liability Company Agreement of VitalHomeServices.com, L.L.C. dated as of December 28, 2000 (Confidential Treatment Requested) 7 * Filed herewith 129 EXHIBIT C (a) * Reference is made to Delmarva Power & Light Company's 2000 Form 10-K, pages IV-2 through IV-3, filed with the Commission on April 2, 2001 (File No. 1-1405) and to Atlantic City Electric Company's 2000 Form 10-K, pages IV-2 through IV-3, filed with the Commission on April 2, 2001; for the indentures and other fundamental documents defining the rights of security holders. * Reference is made to Exhibit 4(a) to Conectiv's Registration Statement on Form S-3 (File No. 333-72251) for the indenture defining the rights of security holders. (b) Not applicable. * Incorporated herein by reference. 130 EXHIBIT D A copy of the current System Tax Allocation Agreement was filed as Exhibit D to the 1998 Form U5S and is incorporated by reference herein. 131 EXHIBIT E Copies of other documents prescribed by rule or order. None. 132 EXHIBIT F TO COME 133 EXHIBIT G Financial Data Tables are no longer required. 134 EXHIBIT H See Item 1 for an organizational chart showing the relationship of each EWG in which the system holds an interest to other system companies. 135 EXHIBIT I See Item 10 for the financial statements of CMM, which is an EWG. EX-99.B.4.3 2 w46991ex99-b_43.txt CERTIFICATE OF OWNERSHIP AND MERGER 1 CONECTIV DELMARVA GENERATION, INC. B.4.3 CERTIFICATE OF OWNERSHIP AND MERGER 2 CERTIFICATE OF OWNERSHIP AND MERGER MERGING DPL REIT HOLDING, INC. (a Delaware Corporation) WITH AND INTO DPL REIT, INC. (a Delaware Corporation) Pursuant to Section 253 of the General Corporation Law of Delaware DPL REIT Holding, Inc., organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Company"), DOES HEREBY CERTIFY AS FOLLOWS: FIRST: That the Company was incorporated on the 12th day of March, 1998, pursuant to the General Corporation Law of the State of Delaware, the provisions of which permit the merger of a parent corporation organized and existing under the laws of said State into a subsidiary corporation organized and existing under the laws of said State. SECOND: That the Company owns 100% of the stock of DPL REIT, Inc., a corporation incorporated on 12th day of March, 1998, pursuant to the General Corporation Law of the State of Delaware, and having no class of stock outstanding other than said Capital Stock. THIRD: That the following resolutions have been adopted by the Board of Directors of the Company by unanimous written consent on December 31, 1999: RESOLVED, that effective upon the filing of an appropriate Certificate of Ownership and Merger embodying these resolutions with the Secretary of State of the State of Delaware (but subject to the approval of the sole stockholder of the Company), the Company merge and it hereby does merge itself into DPL REIT, Inc., which will assume all obligations of the Company; and FURTHER RESOLVED, that the terms and conditions of the merger are as follows: Upon the proposed merger becoming effective, each outstanding share of DPL REIT, Inc. capital stock (DPL REIT Stock"), held of record by the Company shall cease to be outstanding, without any payment being made in respect thereof; and each share of Common Stock of the Company shall be converted into one (1) share of Capital Stock, $1.00 per share of DPL REIT, Inc., certificates for which shall be issued to the sole stockholder of the Company upon surrender to DPL REIT, Inc. of such stockholder's certificates formerly representing such shares of Common Stock of the Company; and FURTHER RESOLVED, that the proposed merger be submitted to the sole stockholder of the Company and that upon receiving unanimous written consent of such stockholder the proposed merger shall be approved; and 3 FURTHER RESOLVED, that DPL REIT, Inc., as the surviving corporation in the merger, shall notify each stockholder of record of said DPL REIT, Inc. within ten days after the effective date of the merger that the merger has become effective; and FURTHER RESOLVED, that DPL REIT, Inc., as the surviving corporation in the merger, shall change its name to "Conectiv Delmarva Generation, Inc."; and FURTHER RESOLVED, that any one or more of the President, Vice President, General Manager or other proper officers of the Company be, and each of them is authorized and directed on behalf of the Company to take all such other action, including the preparation, execution, acknowledgment, delivery and filing of applications, certificates, undertakings, notices and other agreements and documents, with appropriate persons, including governmental authorities, as they may deem necessary or advisable in order to carry out and effectuate the intent and purposes of the foregoing resolutions; and FOURTH That the merger evidenced by this certificate shall become effective as of the date it is filed. FIFTH: That the Certificate of Incorporation of DPL REIT, Inc. shall be the Certificate of Incorporation of the surviving corporation. SIXTH: That this merger has been adopted and approved in accordance with Section 253 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, DPL REIT Holding, Inc., Inc., a Delaware corporation has caused this certificate to be signed by its Vice President this 31st day of December, 1999. DPL REIT HOLDING, INC. By: ------------------------------------- John C. van Roden, Jr. Senior Vice President ATTEST: By: ---------------------------------------- Diana C. DeAngelis Assistant Secretary EX-99.B.7.3 3 w46991ex99-b_73.txt CERTIFICATE OF OWNERSHIP AND MERGER 1 ACE REIT, INC. B.7.3 CERTIFICATE OF OWNERSHIP AND MERGER 2 CERTIFICATE OF OWNERSHIP AND MERGER MERGING ACE REIT HOLDING, INC. (a Delaware Corporation) WITH AND INTO ACE REIT, INC. (a Delaware Corporation) Pursuant to Section 253 of the General Corporation Law of Delaware ACE REIT Holding, Inc., organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Company"), DOES HEREBY CERTIFY AS FOLLOWS: FIRST: That the Company was incorporated on the 12th day of March, 1998, pursuant to the General Corporation Law of the State of Delaware, the provisions of which permit the merger of a parent corporation organized and existing under the laws of said State into a subsidiary corporation organized and existing under the laws of said State. SECOND: That the Company owns 100% of the stock of ACE REIT, Inc., a corporation incorporated on 12th day of March, 1998, pursuant to the General Corporation Law of the State of Delaware, and having no class of stock outstanding other than said Capital Stock. THIRD: That the following resolutions have been adopted by the Board of Directors of the Company by unanimous written consent on December 31, 1999: RESOLVED, that effective upon the filing of an appropriate Certificate of Ownership and Merger embodying these resolutions with the Secretary of State of the State of Delaware (but subject to the approval of the sole stockholder of the Company), the Company merge and it hereby does merge itself into ACE REIT, Inc., which will assume all obligations of the Company; and FURTHER RESOLVED, that the terms and conditions of the merger are as follows: Upon the proposed merger becoming effective, each outstanding share of ACE REIT, Inc. capital stock (ACE REIT Stock"), held of record by the Company shall cease to be outstanding, without any payment being made in respect thereof; and each share of Common Stock of the Company shall be converted into one (1) share of Capital Stock, $1.00 per share of ACE REIT, Inc., certificates for which shall be issued to the sole stockholder of the Company upon surrender to ACE REIT, Inc. of such stockholder's certificates formerly representing such shares of Common Stock of the Company; and FURTHER RESOLVED, that the proposed merger be submitted to the sole stockholder of the Company and that upon receiving unanimous written consent of such stockholder the proposed merger shall be approved; and 3 FURTHER RESOLVED, that ACE REIT, Inc., as the surviving corporation in the merger, shall notify each stockholder of record of said ACE REIT, Inc. within ten days after the effective date of the merger that the merger has become effective; and FURTHER RESOLVED, that any one or more of the President, Vice President, General Manager or other proper officers of the Company be, and each of them is authorized and directed on behalf of the Company to take all such other action, including the preparation, execution, acknowledgment, delivery and filing of applications, certificates, undertakings, notices and other agreements and documents, with appropriate persons, including governmental authorities, as they may deem necessary or advisable in order to carry out and effectuate the intent and purposes of the foregoing resolutions; and FOURTH That the merger evidenced by this certificate shall become effective as of the date it is filed. FIFTH: That the Certificate of Incorporation of ACE REIT, Inc. shall be the Certificate of Incorporation of the surviving corporation. SIXTH: That this merger has been adopted and approved in accordance with Section 253 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, ACE REIT Holding, Inc., Inc., a Delaware corporation has caused this certificate to be signed by its Vice President this 31st day of December, 1999. ACE REIT HOLDING, INC. By: ------------------------------------ John C. van Roden, Jr. Senior Vice President ATTEST: By: ---------------------------------------- Diana C. DeAngelis Assistant Secretary EX-99.B.16.4 4 w46991ex99-b_164.txt CERTIFICATE OF MERGER 1 CONECTIV PROPERTIES AND INVESTMENTS, INC. B.16.4 CERTIFICATE OF MERGER 2 CERTIFICATE OF MERGER OF DELMARVA SERVICES COMPANY A DELAWARE CORPORATION, WITH AND INTO DELMARVA CAPITAL INVESTMENTS, INC. A DELAWARE CORPORATION DELMARVA CAPITAL INVESTMENTS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: FIRST: That the name and state of incorporation of each of the constituent corporations of the merger are as follows:
NAME STATE OF INCORPORATION ---- ---------------------- Delmarva Services Company Delaware Delmarva Capital Investments, Inc. Delaware
SECOND: That an agreement of merger by and between Delmarva Services Company and the Corporation (the "Merger Agreement") has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations and their respective stockholders in accordance with the requirements of subsection (c) of Section 251 of the General Corporation Law of the State of Delaware (the "GCL"). The sole holder of all of the outstanding capital stock of each of the constituent corporations approved the Merger Agreement by written consent in accordance with Section 228 of the GCL. THIRD: That the surviving corporation shall be Delmarva Capital Investments, Inc., a Delaware corporation (the "Surviving Corporation"), and the name of the Surviving Corporation shall be "Delmarva Capital Investments, Inc." FOURTH: That the article FIRST of the certificate of incorporation of the Surviving Corporation shall be amended to change the name to "Conectiv Properties and Investments, Inc." and said certificate of incorporation and the bylaws of the Corporation as in effect immediately prior to the effective time of the merger shall be the bylaws of the Surviving Corporation. 3 FIFTH: That the executed agreement of merger is on file at an office of the Surviving Corporation. The address of the office of the Surviving Corporation at which a copy of the executed agreement of merger is on file is 800 King Street, Wilmington, Delaware, 19899. SIXTH: That a copy of the agreement of merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. SEVENTH: That the effective date and time of the merger shall be 11:59 p.m. on December 31, 2000. IN WITNESS WHEREOF, Delmarva Capital Investments, Inc. has caused this certificate to be signed by its authorized officer this ___ day of December, 2000. DELMARVA CAPITAL INVESTMENTS, INC. By: ______________________________ Name: Title: EX-99.B.38.1 5 w46991ex99-b_381.txt CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORP. 1 CONECTIV MID-MERIT, INC. B.38.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION 2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CONECTIV BRANDS, INC. Pursuant to Section 241 Of the General Corporation Law Of the State of Delaware The undersigned, Senior Vice President and Assistant Secretary of Conectiv Brands, Inc. (the "Company"), a corporation duly organized and validly existing under the General Corporation Law of the State of Delaware do hereby certify that the following resolution was submitted to, approved and adopted by Unanimous Written Consent of the Board of Directors of the Company pursuant to Section 141 of the General Corporation Law of the State of Delaware, all in accordance with Section 241 of the General Corporation Law of the State of Delaware: NAME CHANGE OF THE COMPANY RESOLVED, That the Certificate of Incorporation of the Company be, and hereby is, amended by deleting the title and the first paragraph defining the name of the Company and substituting in lieu thereof the following: "CERTIFICATE OF INCORPORATION OF CONECTIV MID-MERIT, INC." FIRST: The name of the Corporation is Conectiv Mid-Merit, Inc. IN WITNESS WHEREOF, the Company has caused this certificate to be executed by its Senior Vice President and attested to by its Assistant Secretary this ____ day of June, 2000. By: ------------------------------------- Barbara S. Graham, Sr. Vice President Attest: By: --------------------------------- Nina J. Clements, Asst. Secretary EX-99.B.38.2 6 w46991ex99-b_382.txt CONECTIV MID-MERIT, INC. 1 CONECTIV MID-MERIT, INC. B.38.2 BYLAWS 2 B Y L A W S OF CONECTIV MID-MERIT, INC. 1. OFFICES. 1.1 Offices. In addition to its registered office in the State of Delaware, the Corporation shall have a corporate office in Wilmington, Delaware, and such other offices, either within or without the State of Delaware, at such locations as the Board of Directors may from time to time determine or the business of the Corporation may require. 2. SEAL. 2.1 Seal. The Corporation shall have a seal, which shall have inscribed thereon its name and year of incorporation and the words, "Corporate Seal Delaware." 3. MEETINGS OF STOCKHOLDERS. 3.1 Annual Meetings. The annual meeting of stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as shall be determined by the Board of Directors from time to time. 3.2 Special Meetings. Special meetings of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Chairman of the Board or by the Board of Directors. 3.3 Notice of Meetings. (a) Notices of meetings of stockholders shall be in writing and shall state the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which a meeting is called. No business other than that specified in the notice thereof shall be transacted at any special meeting. (b) Such notice shall either be delivered personally, mailed, postage prepaid, or delivered by any other lawful means to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. If mailed, the notice shall be directed to the stockholder at his or her address as it appears on the records of the Corporation. Delivery of any such notice to any officer of a corporation or association or to any member of a partnership shall constitute delivery of such notice to such corporation, association, or partnership. (c) Notice of any meeting of stockholders need not be given to any stockholder if waived by such stockholder in writing, whether before or after such meeting is held, or if such stockholder shall sign the minutes or attend the meeting, except that if such stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, such stockholder shall not be deemed to have waived notice of such meeting. 3.4 Adjourned Meetings. When a meeting is adjourned to another time or place, unless otherwise provided by these Bylaws, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders may transact any business that might have been transacted at the original meeting. If an adjournment is for more than 30 days, or if after an adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting. 3 3.5 Quorum and Adjournment. Except as otherwise provided by law, by the Certificate of Incorporation of the Corporation, or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of stockholders. If such majority shall not be present or represented at any meeting of stockholders, the stockholders present, although less than a quorum, shall have the power to adjourn the meeting. 3.6 Vote Required. Except as otherwise provided by law or by the Certificate of Incorporation: (a) Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of stockholders and entitled to vote in the election of directors, and (b) whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by a majority in voting power of the shares present in person or by proxy at a meeting of stockholders and entitled to vote on the subject matter. 3.7 Manner of Voting. At each meeting of stockholders, each stockholder having the right to vote shall be entitled to vote in person or by proxy. Proxies need not be filed with the Secretary of the Corporation until the meeting is called to order, but shall be filed before being voted. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting. 3.8 Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of the holders to take the action were delivered to the Corporation. 3.9 Proxies. (a) At any meeting of stockholders, any stockholder may be represented and vote by proxy or proxies. In the event that any form of proxy shall designate two or more persons to act as proxies, a majority of such persons present at the meeting or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by the form of proxy upon all of the persons so designated unless the form of proxy shall otherwise provide. (b) The Board of Directors may, in advance of any annual or special meeting of the stockholders, prescribe additional regulations concerning proxies and the validation of the same, which are intended to be voted at any such meeting. 3.10 Presiding Officer and Secretary. The Chairman of the Board shall act as chairman of all meetings of the stockholders. In the absence of the Chairman of the Board, the Vice Chairman of the Board or, in his or her absence, any Director designated by the Chairman of the Board or the Board of Directors shall act as chairman of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the stockholders, but, in the absence of the Secretary, the Assistant Secretary designated in accordance with Section 5.11(b) of these Bylaws shall act as secretary of all meetings of the stockholders, but in the absence of a designated Assistant Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting. 4 3.11 Procedure. At each meeting of stockholders, the chairman of the meeting shall fix and announce the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at the meeting and shall determine the order of business and all other matters of procedure. Except to the extent inconsistent with any such rules and regulations as adopted by the Board of Directors, the chairman of the meeting may establish rules, which need not be in writing, to maintain order and safety and for the conduct of the meeting. Without limiting the foregoing, he or she may: (a) restrict attendance at any time to bona fide stockholders of record and their proxies and other persons in attendance at the invitation of the chairman; (b) restrict dissemination of solicitation materials and use of audio or visual recording devices at the meeting; (c) adjourn the meeting without a vote of the stockholders, whether or not there is a quorum present; and (d) make rules governing speeches and debate, including time limits and access to microphones. The chairman of the meeting shall be entitled to act in his or her absolute discretion and his or her rulings shall not be subject to appeal. 4. DIRECTORS. 4.1 Powers and Number. The Board of Directors shall exercise all of the powers of the Corporation except such as are by law, or by the Certificate of Incorporation of this Corporation or by these Bylaws conferred upon or reserved to the stockholders of any class or classes. The number of directors that shall constitute the whole Board of Directors shall be no fewer than three (3) and no greater than nine (9), the exact number of directors to be determined from time to time by resolution adopted by the Board of Directors or the stockholders, and until otherwise determined by the Board of Directors or the stockholders, the number of directors that shall constitute the whole Board of Directors shall be three (3). 4.1 Resignations. Any Director may resign at any time by giving written notice to the Board of Directors or the Secretary. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective. 4.2 Presiding Officer and Secretary. The Chairman of the Board shall act as chairman of all meetings of the Board of Directors. In the absence of the Chairman of the Board, the Vice Chairman of the Board, or in the Vice Chairman's absence, the Chief Executive Officer or other person designated by the Board of Directors shall act as chairman of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but, in the absence of the Secretary, the Assistant Secretary designated in accordance with Section 5.11(b) of these Bylaws shall act as secretary of all meetings of the Board of Directors, but in the absence of a designated Assistant Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting. 4.3 Annual Meetings. The Board of Directors shall meet each year immediately following the annual meeting of stockholders, at the place where such meeting of stockholders has been held, or at such other place as shall be fixed by the person presiding over the meeting of the stockholders, for the purpose of election of officers and consideration of such other business as the Board of Directors considers relevant to the management of the Corporation. In the event that in any year Directors are elected by written consent in lieu of an annual meeting of stockholders, the Board of Directors shall meet in such year as soon as practicable after receipt of such written consent by the Corporation at such time and place 5 as shall be fixed by the Chairman of the Board, for the purpose of election of officers and consideration of such other business as the Board of Directors considers relevant to the management of the Corporation. 4.4 Regular Meetings. Regular meetings of the Board of Directors shall be held on such dates and at such times and places, within or without the state of Delaware, as shall from time to time be determined by the Board of Directors. In the absence of any such determination, such meetings shall be held at such times and places, within or without the State of Delaware, as shall be designated by the Chairman of the Board on not less than twelve hours notice to each Director, given verbally, in writing or electronically, whether personally, by telephone (including by message or recording device), by facsimile transmission, by telegram, by telex, by electronic mail or by other electronic means, or on not less than three (3) calendar days' notice to each Director given by mail. Notice given by any of the foregoing means shall be sufficient to constitute notice of a meeting without the necessity of further notice. 4.5 Special Meetings. Special meetings of the Board of Directors shall be held at the call of the Chairman of the Board at such times and places, within or without the State of Delaware, as he or she shall designate, on not less than twelve hours notice to each Director, given verbally, in writing or electronically, whether personally, by telephone (including by message or recording device), by facsimile transmission, by telegram, by telex, by electronic mail or by other electronic means or on not less than three (3) calendar days' notice to each Director given by mail. Notice given by any of the foregoing means shall be sufficient to constitute notice of a meeting without the necessity of further notice. Special meetings shall be called by the Secretary on like notice at the written request of a majority of the Directors then in office. 4.6 Quorum and Powers of a Majority. At all meetings of the Board of Directors and of each committee thereof, a majority of the members shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Board of Directors or such committee, unless by express provision of law, of the Certificate of Incorporation, or of these Bylaws, a different vote is required, in which case such express provision shall govern and control. In the absence of a quorum, a majority of the members present at any meeting may, without notice other than announcement at the meeting, adjourn such meeting from time to time until a quorum is present. 4.7 Waiver of Notice. Notice of any meeting of the Board of Directors, or any committee thereof, need not be given to any member if waived by him or her in writing, whether before or after such meeting is held, or if he or she shall sign the minutes or attend the meeting, except that if such Director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, then such Director shall not be deemed to have waived notice of such meeting. 4.8 Manner of Acting. (a) Members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. (b) Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writings are filed with the minutes of proceedings of the Board of Directors or such committee. 4.9 Compensation. (a) The Board of Directors, by a resolution or resolutions, may fix, and from time to time change, the compensation of Directors. (b) Each Director shall be entitled to reimbursement from the Corporation for his or her reasonable expenses incurred with respect to duties as a member of the Board of Directors or any committee thereof. 6 (c) Nothing contained in these Bylaws shall be construed to preclude any Director from serving the Corporation in any other capacity and from receiving compensation from the Corporation for service rendered to it in such other capacity. 4.10 Committees. The Board of Directors (or any committee thereof having the power and authority to do so) may designate one or more committees, each committee to consist of one or more Directors, which to the extent provided in the resolution or resolutions designating such committee shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation; provided, however, that no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware (the "GCLD") to be submitted to stockholders for approval or (ii) adopting, amending, or repealing any bylaw of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting of such committee and not disqualified from voting, whether or not such member of members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of such absent or disqualified director. 4.11 Committee Procedure, Limitations of Committee Powers. (a) Except as otherwise provided by these Bylaws, each committee shall adopt its own rules governing the time, place and method of holding its meetings and the conduct of its proceedings and shall meet as provided by such rules or by resolution of the Board of Directors. Unless otherwise provided by these Bylaws or any such rules or resolutions, notice of the time and place of each meeting of a committee shall be given to each member of such committee as provided in Section 4.6 of these Bylaws with respect to notices of special meetings of the Board of Directors. (b) Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. (c) Any member of any committee may be removed from such committee either with or without cause, at any time, by the Board of Directors at any meeting thereof. Any vacancy in any committee shall be filled by the Board of Directors in the manner prescribed by the Certificate of Incorporation or these Bylaws for the original appointment of the members of such committee. 5. OFFICERS. 5.1 Number. (a) The officers of the Corporation shall include a Chief Executive Officer, a President, one or more Vice Presidents (including one or more Executive Vice Presidents and one or more Senior Vice Presidents if deemed appropriate by the Board of Directors), a Chief Financial Officer, a Secretary, a Treasurer, and a Controller. The Board of Directors shall also elect a Chairman of the Board and may elect a Vice Chairman of the Board. Except for the Chairman of the Board, the Vice Chairman of the Board, and the Chief Executive Officer, none of the officers of the Corporation needs to be a director of the Corporation. Any two or more offices may be held by the same person to the extent permitted by the GCLD. (b) The Chief Executive Officer shall have the power to appoint one or more employees of the Corporation as divisional or departmental vice presidents and fix the duties of such appointees. However, no such divisional or departmental vice president shall be considered an officer of the Corporation. 5.2 Election of Officers, Qualification and Term. The Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President, the Chief Financial Officer, the Secretary and the Treasurer of the Corporation shall be elected from time to time by the Board of Directors and, except as may otherwise be expressly provided in a contract of employment duly authorized by the 7 Board of Directors, shall hold office at the pleasure of the Board of Directors. The Board of Directors and the Chief Executive Officer also may elect such other officers as the Board of Directors or the Chief Executive Officer may from time to time deem appropriate or necessary. 5.3 Removal. Any officer elected by the Board of Directors may be removed, either with or without cause, by the Board of Directors at any meeting thereof, or to the extent delegated to the Chairman of the Board or the Chief Executive Officer, by the Chairman of the Board or the Chief Executive Officer. 5.4 Resignations. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors or to the Chairman of the Board or to the Chief Executive Officer. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 5.5 Compensation. The compensation of all officers of the Corporation shall be fixed by or in the manner provided by the Board of Directors from time to time, and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a Director of the Corporation. 5.6 The Chairman of the Board. The Chairman of the Board shall have the powers and duties customarily and usually associated with the office of the Chairman of the Board and shall have such other powers and perform such other duties as may be delegated to him or her by the Board of Directors. The Chairman of the Board shall preside at meetings of the stockholders and of the Board of Directors. 5.7 Vice Chairman of the Board. The Vice Chairman of the Board, if any, shall have the powers and duties customarily and usually associated with the office of the Vice Chairman of the Board and shall have such other powers and perform such other duties as may be delegated to him or her by the Board of Directors. 5.8 Chief Executive Officer. The Chief Executive Officer shall have, subject to the supervision, direction and control of the Board of Directors, the general powers and duties of supervision, direction and management of the affairs and business of the Corporation usually vested in the chief executive officer of a corporation, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation. In addition, the Chief Executive Officer shall have such other powers and perform such other duties as may be delegated to him or her by the Board of Directors. If at any time the offices of the Chairman of the Board and the Vice Chairman of the Board shall not be filled, or in the event of the temporary absence or disability of the Chairman of the Board and the Vice Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board. 5.9 The President. The President shall serve as chief operating officer, shall have the powers and duties customarily and usually associated with the office of the President and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors or the Chief Executive Officer. 5.10 The Vice Presidents. Each Vice President shall have such powers and duties customarily and usually associated with the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the Board of Directors, the Chief Executive Officer, or the President. 5.11 The Chief Financial Officer. The Chief Financial Officer shall be responsible for the financial affairs of the Corporation, including overseeing the duties performed by the Treasurer of the Corporation. In addition, the Chief Financial Officer shall have such powers and duties customarily and usually associated with the office of the Chief Financial Officer and shall have such other powers and 8 perform such other duties as may be delegated to him or her from time to time by the Board of Directors or the Chief Executive Officer. 5.12 The Secretary and the Assistant Secretary. (a) The Secretary shall attend meetings of the Board of Directors and meetings of the stockholders and record all votes and minutes of all such proceedings in a book or books kept for such purpose. In addition, the Secretary shall have such powers and duties customarily and usually associated with the office of Secretary and shall have such other powers and perform such other duties as may be delegated to him or her by the Board of Directors, the Chief Executive Officer, or the President. (b) Each Assistant Secretary shall have such powers and perform such duties customarily and usually associated with the office of Assistant Secretary and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors, the Chief Executive Officer, the President, or the Secretary. In case of the absence or disability of the Secretary, the Assistant Secretary designated by the Chief Executive Officer (or, in the absence of such designation, by the Secretary) shall perform the duties and exercise the powers of the Secretary. 5.13 The Treasurer and the Assistant Treasurer. (a) The Treasurer shall have custody of the Corporation's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall also maintain adequate records of all assets, liabilities, and transactions of the Corporation and shall see that adequate audits thereof are currently and regularly made. In addition, the Treasurer shall have such powers and duties customarily and usually associated with the office of Treasurer and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer. (b) Each Assistant Treasurer shall have such powers and perform such duties customarily and usually associated with the office of Assistant Treasurer and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors, the Chief Executive Officer, the President, or the Treasurer. In case of the absence or disability of the Treasurer, the Assistant Treasurer designated by the Chief Executive Officer (or, in the absence of such designation, by the Treasurer) shall perform the duties and exercise the powers of the Treasurer. 5.14 Controller. The Controller shall be responsible for maintaining the accounting records and statements, and shall properly account for all monies and obligations due the Corporation and all properties, assets, and liabilities of the Corporation. The Controller shall render to the Chairman of the Board, the President or the Chief Financial Officer such periodic reports covering the results of operations of the Corporation as may be required by either of them or by law. In addition, the Controller shall have such powers and duties customarily and usually associated with the office of Controller and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer. 6. STOCK 6.1 Certificates. Certificates for shares of stock of the Corporation shall be issued under the seal of the Corporation, or a facsimile thereof, and shall be numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall bear a serial number, shall exhibit the holder's name and the number of shares evidenced thereby, and shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the Chief Executive Officer or the President or any Vice President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person or entity were such officer, transfer agent, or registrar at the date of issue. 9 6.2 Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books. 6.3 Lost, Stolen, or Destroyed Certificates. Any person claiming a certificate of stock to be lost, stolen, or destroyed shall make an affidavit or an affirmation of that fact, and shall give the Corporation a bond of indemnity in satisfactory form and with one or more satisfactory sureties, whereupon a new certificate (if requested) may be issued of the same tenor and for the same number of shares as the one alleged to be lost, stolen, or destroyed. 6.4 Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the GCLD. 6.5 Additional Powers of the Board. (a) In addition to those powers set forth in Section 4.1, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the GCLD. (b) The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers. 7. INDEMNIFICATION 7.1 Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or the person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation, as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the GCLD, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses, liability, and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of his or her heirs, executors, and administrators; provided, however, that, except as provided in Section 7.2 of this Article 7, the Corporation shall not be required to indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation prior to commencement of such proceeding (or part thereof). In addition to the right to indemnification conferred in this Section 7.1, each person who is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise shall have the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the GCLD requires, the payment of such expenses incurred by a present director or officer in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such person while a director or officer of the 10 Corporation, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such present director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article 7 or otherwise. 7.2 If a claim under Section 7.1 of this Article 7 is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim (including attorneys' fees). It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the GCLD for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the GCLD, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. In any suit brought by the claimant to enforce a right to indemnification or to an advancement of expenses under Section 7.1 of this Article 7, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the claimant is not entitled to be indemnified, or to such advancement of expenses, under this Article 7 or otherwise shall be on the Corporation. 7.3 The rights with respect to indemnification and advancement of expenses conferred in Sections 7.1 and 7.2 of this Article 7 shall be contract rights. 7.4 The Corporation may, by any manner permitted by the GCLD, provide indemnification and advancement of expenses to employees and agents of the Corporation. 7.5 Any indemnification under this Article 7 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the GCLD. Such a determination shall be made, with respect to a person who is a director or officer of the Corporation at the time of such determination, (a) by a majority vote of the directors who are not parties to such proceeding, even though less than a quorum; (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; (c) if there are no such directors or if such directors so direct, by independent legal counsel (compensated by the Corporation) in a written opinion; or (d) by the stockholders. Such a determination shall be made, with respect to a person who is a former director or officer of the Corporation, who is a present or former employee or agent of the corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, in any manner permitted by the GCLD, including in any of the manners set forth above governing such determination with respect to present directors and officers of the Corporation. 7.6 The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article 7, shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of the certificate of incorporation of the Corporation, these bylaws, agreement, vote of stockholders or disinterested directors, or otherwise. 7.7 The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, 11 trust, or other enterprise against any such expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the GCLD. 7.8 The Corporation may enter into an indemnity agreement with any director, officer, employee, or agent of the Corporation, or of another corporation, partnership, joint venture, trust, or other enterprise, upon terms and conditions that the Board of Directors deems appropriate, as long as the provisions of the agreement are not impermissible under applicable law. 7.9 Any amendment or repeal of this Article 7 shall not be retroactive in effect. 7.10 In case any provision in this Article 7 shall be determined at any time to be unenforceable in any respect, the other provisions shall not in any way be affected or impaired thereby, and the affected provision shall be given the fullest possible enforcement in the circumstances, it being the intention of the Corporation to afford indemnification and advancement of expenses to the persons indemnified hereby to the fullest extent permitted by law. 7.11 The Corporation may, by action of the Board of Directors, authorize one or more officers (i) to authorize in the specific case the indemnification of, or to grant rights to advancement of expenses to, employees or agents of the Corporation on such terms and conditions as such officer or officers deem appropriate under the circumstances, or (ii) to establish policies relating to the indemnification of and advancement of expenses to employees and agents of the Corporation, including, without limitation, policies specifying officers or senior employees (or categories of officers or senior employees) who shall have the power to authorize in the specific case the indemnification of, or to grant rights to advancement of expenses to, employees or agents of the Corporation on such terms and conditions as such officers or senior employees deem appropriate under the circumstances. 8. MISCELLANEOUS 8.1 Place and Inspection of Books. (a) The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine. (b) At least ten days before each meeting of stockholders, the officer in charge of the stock ledger of the Corporation shall prepare a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. (c) The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders' rights in respect thereof. 8.2 Voting Shares in Other Corporations. The Chief Executive Officer, the President, the Chief Financial Officer or any other officer of the Corporation designated by the Board of Directors may vote any and all shares or other interests held by the Corporation in any other corporation, limited partnership, limited liability company, or other business entity. 12 8.3 Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine. 8.4 Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular or plural number, shall each include the others whenever the context so indicates. 8.5 Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof. 8.6 Amendment. These Bylaws may be altered, amended, or repealed by (a) the affirmative vote of the holders of a majority of the voting power represented by the then outstanding shares of voting stock entitled to vote on the amendment, or (b) by resolution adopted by the affirmative vote of not less than a majority of the Directors in office, at any annual or regular meeting of the Board of Directors or at any special meeting of the Board of Directors if notice of the proposed alteration, amendment, or repeal be contained in written notice of such special meeting. Notwithstanding the foregoing, the amendment of any provision of these Bylaws that requires an affirmative vote in excess of a majority of the Directors in office shall require the affirmative vote of at least the number of directors the affirmative vote of whom is required by such provision. 8.7 Certificate of Incorporation. Notwithstanding anything to the contrary contained herein, if any provision contained in these Bylaws is inconsistent with or conflicts with a provision of the Certificate of Incorporation, such provision of these Bylaws shall be superseded by the inconsistent provision in the Certificate of Incorporation to the extent necessary to give effect to such provision in the Certificate of Incorporation. EX-99.B.39.1 7 w46991ex99-b_391.txt CERTIFICATE OF FORMATION 1 ENERGY SYSTEMS NORTH EAST, LLC B.39.1 CERTIFICATE OF FORMATION 2 CERTIFICATE OF FORMATION OF ENERGY SYSTEMS NORTH EAST, LLC This Certificate of Formation of ENERGY SYSTEMS NORTH EAST, LLC (the "Company") is being executed by the undersigned authorized person for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq. First: The name of the Company is: Energy Systems North East, LLC Second: The registered office of the Company in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801 and the name of the registered agent at that address is The Corporation Trust Company. IN WITNESS WHEREOF, the undersigned, an authorized person of the Company, has caused this Certificate of Formation to be duly executed as of the 26th day of September, 2000. DELAWARE CORPORATE SERVICES INC. By:____________________________________ Name: Jeanette LaVecchia Title: Vice President EX-99.B.39.2 8 w46991ex99-b_392.txt LIMITED LIABILITY COMPANY AGREEMENT 1 ENERGY SYSTEMS NORTH EAST, LLC B.39.2 LIMITED LIABILITY COMPANY AGREEMENT (CONFIDENTIAL TREATMENT REQUESTED) EX-99.B.40.1 9 w46991ex99-b_401.txt CERTIFICATE OF INCORPORATION 1 CONECTIV ENERGY HOLDING COMPANY B.40.1 CERTIFICATE OF INCORPORATION 2 CERTIFICATE OF INCORPORATION OF CONECTIV ENERGY HOLDING COMPANY FIRST: The name of the corporation is Conectiv Energy Holding Company SECOND: The registered office of Conectiv Energy Holding Company in the State of Delaware is located at 800 King Street, Wilmington, County of New Castle, 19801, and its registered agent at such office shall be Conectiv Resource Partners, Inc., c/o Legal Department. THIRD: The purpose of the Corporation and the nature and objects of the business to be transacted, promoted, conducted or carried out are: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock that the Corporation shall be authorized to issue is One Thousand (1,000) shares of Common Stock having a par value of One Dollar ($1.00) per share. FIFTH: The name and mailing address of the Incorporator of the Corporation is: Name Address Nina J. Hertz P.O. Box 231 Wilmington, DE 19899 SIXTH: The names and mailing addresses of the directors who shall serve until the first annual meeting of stockholders or until their successors are elected and qualify are: Name Address Howard E. Cosgrove P.O. Box 231 Wilmington, DE 19899 John C. van Roden, Jr. P.O. Box 231 Wilmington, DE 19899 Moira K. Donoghue P.O. Box 231 Wilmington, DE 19899 3 SEVENTH: The Board of Directors may make, add to, delete from, alter and repeal any By-law of the Corporation. EIGHTH: No director of the Corporation shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty by such director; provided, however, that this Article EIGHTH shall not eliminate or limit the liability of a director to the extent provided by law (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. The Corporation shall indemnify its directors, officers, employees and agents against expenses, judgment, fines and amounts paid in settlement actually and reasonably incurred by them by reason of their serving in such capacity to the fullest extent permitted by the Delaware General Corporation Law. I, the undersigned, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate of Incorporation, hereby declaring and certifying that this is my act and deed and that the facts stated herein are true and accordingly have hereunto set my hand and seal this 29th day of December, 1999. ------------------------------ Nina J. Hertz EX-99.B.40.2 10 w46991ex99-b_402.txt BYLAWS 1 CONECTIV ENERGY HOLDING COMPANY B.40.2 BYLAWS 2 B Y L A W S OF CONECTIV ENERGY HOLDING COMPANY 1. OFFICES. 1.1 Offices. In addition to its registered office in the State of Delaware, the Corporation shall have a corporate office in Wilmington, Delaware, and such other offices, either within or without the State of Delaware, at such locations as the Board of Directors may from time to time determine or the business of the Corporation may require. 2. SEAL. 2.1 Seal. The Corporation shall have a seal, which shall have inscribed thereon its name and year of incorporation and the words, "Corporate Seal Delaware." 3. MEETINGS OF STOCKHOLDERS. 3.1 Annual Meetings. The annual meeting of stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as shall be determined by the Board of Directors from time to time. 3.2 Special Meetings. Special meetings of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Chairman of the Board or by the Board of Directors. 3.3 Notice of Meetings. (a) Notices of meetings of stockholders shall be in writing and shall state the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which a meeting is called. No business other than that specified in the notice thereof shall be transacted at any special meeting. (b) Such notice shall either be delivered personally, mailed, postage prepaid, or delivered by any other lawful means to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. If mailed, the notice shall be directed to the stockholder at his or her address as it appears on the records of the Corporation. Delivery of any such notice to any officer of a corporation or association or to any member of a partnership shall constitute delivery of such notice to such corporation, association, or partnership. (c) Notice of any meeting of stockholders need not be given to any stockholder if waived by such stockholder in writing, whether before or after such meeting is held, or if such stockholder shall sign the minutes or attend the meeting, except that if such stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, such stockholder shall not be deemed to have waived notice of such meeting. 3.4 Adjourned Meetings. When a meeting is adjourned to another time or place, unless otherwise provided by these Bylaws, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders may transact any business that might have been transacted at the original meeting. If an adjournment is for more than 30 days, or if after an adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting. 3 3.5 Quorum and Adjournment. Except as otherwise provided by law, by the Certificate of Incorporation of the Corporation, or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of stockholders. If such majority shall not be present or represented at any meeting of stockholders, the stockholders present, although less than a quorum, shall have the power to adjourn the meeting. 3.6 Vote Required. Except as otherwise provided by law or by the Certificate of Incorporation: (a) Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of stockholders and entitled to vote in the election of directors, and (b) whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by a majority in voting power of the shares present in person or by proxy at a meeting of stockholders and entitled to vote on the subject matter. 3.7 Manner of Voting. At each meeting of stockholders, each stockholder having the right to vote shall be entitled to vote in person or by proxy. Proxies need not be filed with the Secretary of the Corporation until the meeting is called to order, but shall be filed before being voted. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting. 3.8 Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of the holders to take the action were delivered to the Corporation. 3.9 Proxies. (a) At any meeting of stockholders, any stockholder may be represented and vote by proxy or proxies. In the event that any form of proxy shall designate two or more persons to act as proxies, a majority of such persons present at the meeting or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by the form of proxy upon all of the persons so designated unless the form of proxy shall otherwise provide. (b) The Board of Directors may, in advance of any annual or special meeting of the stockholders, prescribe additional regulations concerning proxies and the validation of the same, which are intended to be voted at any such meeting. 3.10 Presiding Officer and Secretary. The Chairman of the Board shall act as chairman of all meetings of the stockholders. In the absence of the Chairman of the Board, the Vice Chairman of the Board or, in his or her absence, any Director designated by the Chairman of the Board or the Board of Directors shall act as chairman of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the stockholders, but, in the absence of the Secretary, the Assistant Secretary designated in accordance with Section 5.11(b) of these Bylaws shall act as secretary of all meetings of the stockholders, but in the absence of a designated Assistant Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting. 4 3.11 Procedure. At each meeting of stockholders, the chairman of the meeting shall fix and announce the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at the meeting and shall determine the order of business and all other matters of procedure. Except to the extent inconsistent with any such rules and regulations as adopted by the Board of Directors, the chairman of the meeting may establish rules, which need not be in writing, to maintain order and safety and for the conduct of the meeting. Without limiting the foregoing, he or she may: (a) restrict attendance at any time to bona fide stockholders of record and their proxies and other persons in attendance at the invitation of the chairman; (b) restrict dissemination of solicitation materials and use of audio or visual recording devices at the meeting; (c) adjourn the meeting without a vote of the stockholders, whether or not there is a quorum present; and (d) make rules governing speeches and debate, including time limits and access to microphones. The chairman of the meeting shall be entitled to act in his or her absolute discretion and his or her rulings shall not be subject to appeal. 4. DIRECTORS. 4.1 Powers and Number. The Board of Directors shall exercise all of the powers of the Corporation except such as are by law, or by the Certificate of Incorporation of this Corporation or by these Bylaws conferred upon or reserved to the stockholders of any class or classes. The number of directors that shall constitute the whole Board of Directors shall be no fewer than three (3) and no greater than nine (9), the exact number of directors to be determined from time to time by resolution adopted by the Board of Directors or the stockholders, and until otherwise determined by the Board of Directors or the stockholders, the number of directors that shall constitute the whole Board of Directors shall be three (3). 4.1 Resignations. Any Director may resign at any time by giving written notice to the Board of Directors or the Secretary. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective. 4.2 Presiding Officer and Secretary. The Chairman of the Board shall act as chairman of all meetings of the Board of Directors. In the absence of the Chairman of the Board, the Vice Chairman of the Board, or in the Vice Chairman's absence, the Chief Executive Officer or other person designated by the Board of Directors shall act as chairman of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but, in the absence of the Secretary, the Assistant Secretary designated in accordance with Section 5.11(b) of these Bylaws shall act as secretary of all meetings of the Board of Directors, but in the absence of a designated Assistant Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting. 4.3 Annual Meetings. The Board of Directors shall meet each year immediately following the annual meeting of stockholders, at the place where such meeting of stockholders has been held, or at such other place as shall be fixed by the person presiding over the meeting of the stockholders, for the purpose of election of officers and consideration of such other business as the Board of Directors considers relevant to the management of the Corporation. In the event that in any year Directors are elected by written consent in lieu of an annual meeting of stockholders, the Board of Directors shall meet in such year as soon as practicable after receipt of such written consent by the Corporation at such time and place 5 as shall be fixed by the Chairman of the Board, for the purpose of election of officers and consideration of such other business as the Board of Directors considers relevant to the management of the Corporation. 4.4 Regular Meetings. Regular meetings of the Board of Directors shall be held on such dates and at such times and places, within or without the state of Delaware, as shall from time to time be determined by the Board of Directors. In the absence of any such determination, such meetings shall be held at such times and places, within or without the State of Delaware, as shall be designated by the Chairman of the Board on not less than twelve hours notice to each Director, given verbally, in writing or electronically, whether personally, by telephone (including by message or recording device), by facsimile transmission, by telegram, by telex, by electronic mail or by other electronic means, or on not less than three (3) calendar days' notice to each Director given by mail. Notice given by any of the foregoing means shall be sufficient to constitute notice of a meeting without the necessity of further notice. 4.5 Special Meetings. Special meetings of the Board of Directors shall be held at the call of the Chairman of the Board at such times and places, within or without the State of Delaware, as he or she shall designate, on not less than twelve hours notice to each Director, given verbally, in writing or electronically, whether personally, by telephone (including by message or recording device), by facsimile transmission, by telegram, by telex, by electronic mail or by other electronic means or on not less than three (3) calendar days' notice to each Director given by mail. Notice given by any of the foregoing means shall be sufficient to constitute notice of a meeting without the necessity of further notice. Special meetings shall be called by the Secretary on like notice at the written request of a majority of the Directors then in office. 4.6 Quorum and Powers of a Majority. At all meetings of the Board of Directors and of each committee thereof, a majority of the members shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Board of Directors or such committee, unless by express provision of law, of the Certificate of Incorporation, or of these Bylaws, a different vote is required, in which case such express provision shall govern and control. In the absence of a quorum, a majority of the members present at any meeting may, without notice other than announcement at the meeting, adjourn such meeting from time to time until a quorum is present. 4.7 Waiver of Notice. Notice of any meeting of the Board of Directors, or any committee thereof, need not be given to any member if waived by him or her in writing, whether before or after such meeting is held, or if he or she shall sign the minutes or attend the meeting, except that if such Director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, then such Director shall not be deemed to have waived notice of such meeting. 4.8 Manner of Acting. (a) Members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. (b) Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writings are filed with the minutes of proceedings of the Board of Directors or such committee. 4.9 Compensation. (a) The Board of Directors, by a resolution or resolutions, may fix, and from time to time change, the compensation of Directors. (b) Each Director shall be entitled to reimbursement from the Corporation for his or her reasonable expenses incurred with respect to duties as a member of the Board of Directors or any committee thereof. 6 (c) Nothing contained in these Bylaws shall be construed to preclude any Director from serving the Corporation in any other capacity and from receiving compensation from the Corporation for service rendered to it in such other capacity. 4.10 Committees. The Board of Directors (or any committee thereof having the power and authority to do so) may designate one or more committees, each committee to consist of one or more Directors, which to the extent provided in the resolution or resolutions designating such committee shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation; provided, however, that no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware (the "GCLD") to be submitted to stockholders for approval or (ii) adopting, amending, or repealing any bylaw of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting of such committee and not disqualified from voting, whether or not such member of members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of such absent or disqualified director. 4.11 Committee Procedure, Limitations of Committee Powers. (a) Except as otherwise provided by these Bylaws, each committee shall adopt its own rules governing the time, place and method of holding its meetings and the conduct of its proceedings and shall meet as provided by such rules or by resolution of the Board of Directors. Unless otherwise provided by these Bylaws or any such rules or resolutions, notice of the time and place of each meeting of a committee shall be given to each member of such committee as provided in Section 4.6 of these Bylaws with respect to notices of special meetings of the Board of Directors. (b) Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. (c) Any member of any committee may be removed from such committee either with or without cause, at any time, by the Board of Directors at any meeting thereof. Any vacancy in any committee shall be filled by the Board of Directors in the manner prescribed by the Certificate of Incorporation or these Bylaws for the original appointment of the members of such committee. 5. OFFICERS. 5.1 Number. (a) The officers of the Corporation shall include a Chief Executive Officer, a President, one or more Vice Presidents (including one or more Executive Vice Presidents and one or more Senior Vice Presidents if deemed appropriate by the Board of Directors), a Chief Financial Officer, a Secretary, a Treasurer, and a Controller. The Board of Directors shall also elect a Chairman of the Board and may elect a Vice Chairman of the Board. Except for the Chairman of the Board, the Vice Chairman of the Board, and the Chief Executive Officer, none of the officers of the Corporation needs to be a director of the Corporation. Any two or more offices may be held by the same person to the extent permitted by the GCLD. (b) The Chief Executive Officer shall have the power to appoint one or more employees of the Corporation as divisional or departmental vice presidents and fix the duties of such appointees. However, no such divisional or departmental vice president shall be considered an officer of the Corporation. 5.2 Election of Officers, Qualification and Term. The Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President, the Chief Financial Officer, the Secretary and the Treasurer of the Corporation shall be elected from time to time by the Board of Directors and, except as may otherwise be expressly provided in a contract of employment duly authorized by the 7 Board of Directors, shall hold office at the pleasure of the Board of Directors. The Board of Directors and the Chief Executive Officer also may elect such other officers as the Board of Directors or the Chief Executive Officer may from time to time deem appropriate or necessary. 5.3 Removal. Any officer elected by the Board of Directors may be removed, either with or without cause, by the Board of Directors at any meeting thereof, or to the extent delegated to the Chairman of the Board or the Chief Executive Officer, by the Chairman of the Board or the Chief Executive Officer. 5.4 Resignations. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors or to the Chairman of the Board or to the Chief Executive Officer. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 5.5 Compensation. The compensation of all officers of the Corporation shall be fixed by or in the manner provided by the Board of Directors from time to time, and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a Director of the Corporation. 5.6 The Chairman of the Board. The Chairman of the Board shall have the powers and duties customarily and usually associated with the office of the Chairman of the Board and shall have such other powers and perform such other duties as may be delegated to him or her by the Board of Directors. The Chairman of the Board shall preside at meetings of the stockholders and of the Board of Directors. 5.7 Vice Chairman of the Board. The Vice Chairman of the Board, if any, shall have the powers and duties customarily and usually associated with the office of the Vice Chairman of the Board and shall have such other powers and perform such other duties as may be delegated to him or her by the Board of Directors. 5.8 Chief Executive Officer. The Chief Executive Officer shall have, subject to the supervision, direction and control of the Board of Directors, the general powers and duties of supervision, direction and management of the affairs and business of the Corporation usually vested in the chief executive officer of a corporation, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation. In addition, the Chief Executive Officer shall have such other powers and perform such other duties as may be delegated to him or her by the Board of Directors. If at any time the offices of the Chairman of the Board and the Vice Chairman of the Board shall not be filled, or in the event of the temporary absence or disability of the Chairman of the Board and the Vice Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board. 5.9 The President. The President shall serve as chief operating officer, shall have the powers and duties customarily and usually associated with the office of the President and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors or the Chief Executive Officer. 5.10 The Vice Presidents. Each Vice President shall have such powers and duties customarily and usually associated with the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the Board of Directors, the Chief Executive Officer, or the President. 5.11 The Chief Financial Officer. The Chief Financial Officer shall be responsible for the financial affairs of the Corporation, including overseeing the duties performed by the Treasurer of the Corporation. In addition, the Chief Financial Officer shall have such powers and duties customarily and usually associated with the office of the Chief Financial Officer and shall have such other powers and 8 perform such other duties as may be delegated to him or her from time to time by the Board of Directors or the Chief Executive Officer. 5.12 The Secretary and the Assistant Secretary. (a) The Secretary shall attend meetings of the Board of Directors and meetings of the stockholders and record all votes and minutes of all such proceedings in a book or books kept for such purpose. In addition, the Secretary shall have such powers and duties customarily and usually associated with the office of Secretary and shall have such other powers and perform such other duties as may be delegated to him or her by the Board of Directors, the Chief Executive Officer, or the President. (b) Each Assistant Secretary shall have such powers and perform such duties customarily and usually associated with the office of Assistant Secretary and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors, the Chief Executive Officer, the President, or the Secretary. In case of the absence or disability of the Secretary, the Assistant Secretary designated by the Chief Executive Officer (or, in the absence of such designation, by the Secretary) shall perform the duties and exercise the powers of the Secretary. 5.13 The Treasurer and the Assistant Treasurer. (a) The Treasurer shall have custody of the Corporation's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall also maintain adequate records of all assets, liabilities, and transactions of the Corporation and shall see that adequate audits thereof are currently and regularly made. In addition, the Treasurer shall have such powers and duties customarily and usually associated with the office of Treasurer and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer. (b) Each Assistant Treasurer shall have such powers and perform such duties customarily and usually associated with the office of Assistant Treasurer and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors, the Chief Executive Officer, the President, or the Treasurer. In case of the absence or disability of the Treasurer, the Assistant Treasurer designated by the Chief Executive Officer (or, in the absence of such designation, by the Treasurer) shall perform the duties and exercise the powers of the Treasurer. 5.14 Controller. The Controller shall be responsible for maintaining the accounting records and statements, and shall properly account for all monies and obligations due the Corporation and all properties, assets, and liabilities of the Corporation. The Controller shall render to the Chairman of the Board, the President or the Chief Financial Officer such periodic reports covering the results of operations of the Corporation as may be required by either of them or by law. In addition, the Controller shall have such powers and duties customarily and usually associated with the office of Controller and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer. 6. STOCK 6.1 Certificates. Certificates for shares of stock of the Corporation shall be issued under the seal of the Corporation, or a facsimile thereof, and shall be numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall bear a serial number, shall exhibit the holder's name and the number of shares evidenced thereby, and shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the Chief Executive Officer or the President or any Vice President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person or entity were such officer, transfer agent, or registrar at the date of issue. 9 6.2 Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books. 6.3 Lost, Stolen, or Destroyed Certificates. Any person claiming a certificate of stock to be lost, stolen, or destroyed shall make an affidavit or an affirmation of that fact, and shall give the Corporation a bond of indemnity in satisfactory form and with one or more satisfactory sureties, whereupon a new certificate (if requested) may be issued of the same tenor and for the same number of shares as the one alleged to be lost, stolen, or destroyed. 6.4 Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the GCLD. 6.5 Additional Powers of the Board. (a) In addition to those powers set forth in Section 4.1, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the GCLD. (b) The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers. 7. INDEMNIFICATION 7.1 Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or the person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation, as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the GCLD, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses, liability, and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of his or her heirs, executors, and administrators; provided, however, that, except as provided in Section 7.2 of this Article 7, the Corporation shall not be required to indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation prior to commencement of such proceeding (or part thereof). In addition to the right to indemnification conferred in this Section 7.1, each person who is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise shall have the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the GCLD requires, the payment of such expenses incurred by a present director or officer in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such person while a director or officer of the 10 Corporation, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such present director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article 7 or otherwise. 7.2 If a claim under Section 7.1 of this Article 7 is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim (including attorneys' fees). It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the GCLD for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the GCLD, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. In any suit brought by the claimant to enforce a right to indemnification or to an advancement of expenses under Section 7.1 of this Article 7, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the claimant is not entitled to be indemnified, or to such advancement of expenses, under this Article 7 or otherwise shall be on the Corporation. 7.3 The rights with respect to indemnification and advancement of expenses conferred in Sections 7.1 and 7.2 of this Article 7 shall be contract rights. 7.4 The Corporation may, by any manner permitted by the GCLD, provide indemnification and advancement of expenses to employees and agents of the Corporation. 7.5 Any indemnification under this Article 7 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the GCLD. Such a determination shall be made, with respect to a person who is a director or officer of the Corporation at the time of such determination, (a) by a majority vote of the directors who are not parties to such proceeding, even though less than a quorum; (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; (c) if there are no such directors or if such directors so direct, by independent legal counsel (compensated by the Corporation) in a written opinion; or (d) by the stockholders. Such a determination shall be made, with respect to a person who is a former director or officer of the Corporation, who is a present or former employee or agent of the corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, in any manner permitted by the GCLD, including in any of the manners set forth above governing such determination with respect to present directors and officers of the Corporation. 7.6 The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article 7, shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of the certificate of incorporation of the Corporation, these bylaws, agreement, vote of stockholders or disinterested directors, or otherwise. 7.7 The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, 11 trust, or other enterprise against any such expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the GCLD. 7.8 The Corporation may enter into an indemnity agreement with any director, officer, employee, or agent of the Corporation, or of another corporation, partnership, joint venture, trust, or other enterprise, upon terms and conditions that the Board of Directors deems appropriate, as long as the provisions of the agreement are not impermissible under applicable law. 7.9 Any amendment or repeal of this Article 7 shall not be retroactive in effect. 7.10 In case any provision in this Article 7 shall be determined at any time to be unenforceable in any respect, the other provisions shall not in any way be affected or impaired thereby, and the affected provision shall be given the fullest possible enforcement in the circumstances, it being the intention of the Corporation to afford indemnification and advancement of expenses to the persons indemnified hereby to the fullest extent permitted by law. 7.11 The Corporation may, by action of the Board of Directors, authorize one or more officers (i) to authorize in the specific case the indemnification of, or to grant rights to advancement of expenses to, employees or agents of the Corporation on such terms and conditions as such officer or officers deem appropriate under the circumstances, or (ii) to establish policies relating to the indemnification of and advancement of expenses to employees and agents of the Corporation, including, without limitation, policies specifying officers or senior employees (or categories of officers or senior employees) who shall have the power to authorize in the specific case the indemnification of, or to grant rights to advancement of expenses to, employees or agents of the Corporation on such terms and conditions as such officers or senior employees deem appropriate under the circumstances. 8. MISCELLANEOUS 8.1 Place and Inspection of Books. (a) The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine. (b) At least ten days before each meeting of stockholders, the officer in charge of the stock ledger of the Corporation shall prepare a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. (c) The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders' rights in respect thereof. 8.2 Voting Shares in Other Corporations. The Chief Executive Officer, the President, the Chief Financial Officer or any other officer of the Corporation designated by the Board of Directors may vote any and all shares or other interests held by the Corporation in any other corporation, limited partnership, limited liability company, or other business entity. 8.3 Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine. 12 8.4 Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular or plural number, shall each include the others whenever the context so indicates. 8.5 Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof. 8.6 Amendment. These Bylaws may be altered, amended, or repealed by (a) the affirmative vote of the holders of a majority of the voting power represented by the then outstanding shares of voting stock entitled to vote on the amendment, or (b) by resolution adopted by the affirmative vote of not less than a majority of the Directors in office, at any annual or regular meeting of the Board of Directors or at any special meeting of the Board of Directors if notice of the proposed alteration, amendment, or repeal be contained in written notice of such special meeting. Notwithstanding the foregoing, the amendment of any provision of these Bylaws that requires an affirmative vote in excess of a majority of the Directors in office shall require the affirmative vote of at least the number of directors the affirmative vote of whom is required by such provision. 8.7 Certificate of Incorporation. Notwithstanding anything to the contrary contained herein, if any provision contained in these Bylaws is inconsistent with or conflicts with a provision of the Certificate of Incorporation, such provision of these Bylaws shall be superseded by the inconsistent provision in the Certificate of Incorporation to the extent necessary to give effect to such provision in the Certificate of Incorporation. EX-99.B.41.1 11 w46991ex99-b_411.txt CERTIFICATE OF FORMATION 1 CONECTIV ATLANTIC GENERATION, L.L.C. B.41.1 CERTIFICATE OF FORMATION 2 CERTIFICATE OF FORMATION OF CONECTIV ATLANTIC GENERATION, L.L.C The undersigned, in order to form a limited liability company under the Delaware Limited Liability Company Act, hereby certifies as follows: Section 1. NAME. The name of the limited liability company is Conectiv Atlantic Generation, L.L.C. (the "Company"). Section 2. REGISTERED OFFICE AND REGISTERED AGENT. The address of the Company's registered office in the State of Delaware is 800 King Street, Wilmington, in the County of New Castle, 19801; and its registered agent at such office shall be Conectiv Resource Partners, Inc. c/o Legal Department. Section 3. LIMITATION ON PERSONAL LIABILITY OF MEMBERS AND MANAGERS. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no member or manager of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or acting as a manager of the Company. IN WITNESS WHEREOF, the undersigned certifies that the facts stated herein are true as of December 29, 1999. --------------------------- Nina J. Hertz Authorized Representative EX-99.B.42.1 12 w46991ex99-b_421.txt CERTIFICATE OF INCORPORATION 1 DCI-BURNEY HOLDING, INC. B.42.1 CERTIFICATE OF INCORPORATION 2 CERTIFICATE OF INCORPORATION OF DCI-BURNEY HOLDING, INC. FIRST: The name of the Corporation is DCI-Burney Holding, Inc. SECOND: The registered office of DCI-Burney Holding, Inc. in the State of Delaware is located at 800 King Street, Wilmington, County of New Castle, 19801, and its registered agent shall be Conectiv Resource Partners, Inc., c/o Legal Department. THIRD: The purpose of the Corporation and the nature and objects of the business to be transacted, promoted, conducted or carried out are: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock that the Corporation shall be authorized to issue is One Thousand (1,000) shares of Common Stock having a par value of One Dollar ($1.00) per share. FIFTH: The name and mailing address of the Incorporator of the Corporation is: Name Address ---- ------- Diana C. DeAngelis P.O. Box 231 Wilmington, DE 19899 SIXTH: The names and mailing addresses of the directors who shall serve until the first annual meeting of stockholders or until their successors are elected and qualify are: Name Address ---- ------- Howard E. Cosgrove P.O. Box 231 Wilmington, DE 19899 John C. van Roden, Jr. P.O. Box 231 Wilmington, DE 19899 3 Peter F. Clark P.O. Box 231 Wilmington, DE 19899 SEVENTH: The Board of Directors may make, add to, delete from, alter and repeal any By-law of the Corporation. EIGHTH: No director of the Corporation shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty by such director; provided, however, that this Article EIGHTH shall not eliminate or limit the liability of a director to the extent provided by law (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. The Corporation shall indemnify its directors, officers, employees and agents against expenses, judgment, fines and amounts paid in settlement actually and reasonably incurred by them by reason of their serving in such capacity to the fullest extent permitted by the Delaware General Corporation Law. I, the undersigned, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate of Incorporation, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true and accordingly have hereunto set my hand and seal this 5th day of October, 2000. -------------------------------- Diana C. DeAngelis EX-99.B.43.1 13 w46991ex99-b_431.txt CERTIFICATE OF INCORPORATION 1 CONECTIV SERVICES II, INC. B.43.1 CERTIFICATE OF INCORPORATION 2 CERTIFICATE OF INCORPORATION OF CONECTIV SERVICES II, INC. FIRST: The name of the Corporation is Conectiv Services II, Inc. SECOND: The registered office of Conectiv Services II, Inc. in the State of Delaware is located at 800 King Street, Wilmington, County of New Castle, 19801, and its registered agent shall be Conectiv Resource Partners, Inc., c/o Legal Department. THIRD: The purpose of the Corporation and the nature and objects of the business to be transacted, promoted, conducted or carried out are: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock that the Corporation shall be authorized to issue is One Thousand (1,000) shares of Common Stock having a par value of One Dollar ($1.00) per share. FIFTH: The name and mailing address of the Incorporator of the Corporation is:
Name Address ---- ------- Diana C. DeAngelis P.O. Box 231 Wilmington, DE 19899
SIXTH: The names and mailing addresses of the directors who shall serve until the first annual meeting of stockholders or until their successors are elected and qualify are:
Name Address ---- ------- Howard E. Cosgrove P.O. Box 231 Wilmington, DE 19899 John C. van Roden, Jr. P.O. Box 231 Wilmington, DE 19899
3 Peter F. Clark P.O. Box 231 Wilmington, DE 19899
SEVENTH: The Board of Directors may make, add to, delete from, alter and repeal any By-law of the Corporation. EIGHTH: No director of the Corporation shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty by such director; provided, however, that this Article EIGHTH shall not eliminate or limit the liability of a director to the extent provided by law (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. The Corporation shall indemnify its directors, officers, employees and agents against expenses, judgment, fines and amounts paid in settlement actually and reasonably incurred by them by reason of their serving in such capacity to the fullest extent permitted by the Delaware General Corporation Law. I, the undersigned, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate of Incorporation, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true and accordingly have hereunto set my hand and seal this 9th day of August, 2000. ________________________________ Diana C. DeAngelis EX-99.B.43.2 14 w46991ex99-b_432.txt CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORP. 1 CONECTIV SERVICES II, INC. B.43.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION 2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CONECTIV SERVICES II, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware The undersigned, the President and the Assistant Secretary of Conectiv Services II, Inc. (the "Company"), a corporation duly organized and validly existing under the General Corporation Law of the State of Delaware do hereby certify that the following resolution was submitted to, approved and adopted by unanimous written consent of the Board of Directors of the Company pursuant to Section 141 of the General Corporation Law of the State of Delaware, all in accordance with Section 242 of the General Corporation Law of the State of Delaware: RESOLVED, That the Certificate of Incorporation of the Company be, and hereby is, amended by deleting the title and the first paragraph defining the name of the Company and substituting in lieu thereof the following: "CERTIFICATE OF INCORPORATION OF CONECTIV SERVICES, INC. FIRST: The name of the Corporation is Conectiv Services, Inc. IN WITNESS WHEREOF, the Company has caused this certificate to be executed by its President and attested by its Assistant Secretary this ____ day August, 2000. Attest: By: ________________________________ By: ________________________________ Diana C. DeAngelis Howard E. Cosgrove Assistant Secretary President EX-99.B.43.3 15 w46991ex99-b_433.txt BYLAWS 1 CONECTIV SERVICES II, INC. B.43.3 BYLAWS 2 B Y L A W S OF CONECTIV SERVICES II, INC. 1. OFFICES. 1.1 Offices. In addition to its registered office in the State of Delaware, the Corporation shall have a corporate office in Wilmington, Delaware, and such other offices, either within or without the State of Delaware, at such locations as the Board of Directors may from time to time determine or the business of the Corporation may require. 2. SEAL. 2.1 Seal. The Corporation shall have a seal, which shall have inscribed thereon its name and year of incorporation and the words, "Corporate Seal Delaware." 3. MEETINGS OF STOCKHOLDERS. 3.1 Annual Meetings. The annual meeting of stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as shall be determined by the Board of Directors from time to time. 3.2 Special Meetings. Special meetings of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Chairman of the Board or by the Board of Directors. 3.3 Notice of Meetings. (a) Notices of meetings of stockholders shall be in writing and shall state the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which a meeting is called. No business other than that specified in the notice thereof shall be transacted at any special meeting. (b) Such notice shall either be delivered personally, mailed, postage prepaid, or delivered by any other lawful means to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. If mailed, the notice shall be directed to the stockholder at his or her address as it appears on the records of the Corporation. Delivery of any such notice to any officer of a corporation or association or to any member of a partnership shall constitute delivery of such notice to such corporation, association, or partnership. (c) Notice of any meeting of stockholders need not be given to any stockholder if waived by such stockholder in writing, whether before or after such meeting is held, or if such stockholder shall sign the minutes or attend the meeting, except that if such stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, such stockholder shall not be deemed to have waived notice of such meeting. 3.4 Adjourned Meetings. When a meeting is adjourned to another time or place, unless otherwise provided by these Bylaws, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders may transact any business that might have been transacted at the original meeting. If an adjournment is for more than 30 days, or if after an adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting. 3 3.5 Quorum and Adjournment. Except as otherwise provided by law, by the Certificate of Incorporation of the Corporation, or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of stockholders. If such majority shall not be present or represented at any meeting of stockholders, the stockholders present, although less than a quorum, shall have the power to adjourn the meeting. 3.6 Vote Required. Except as otherwise provided by law or by the Certificate of Incorporation: (a) Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of stockholders and entitled to vote in the election of directors, and (b) whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by a majority in voting power of the shares present in person or by proxy at a meeting of stockholders and entitled to vote on the subject matter. 3.7 Manner of Voting. At each meeting of stockholders, each stockholder having the right to vote shall be entitled to vote in person or by proxy. Proxies need not be filed with the Secretary of the Corporation until the meeting is called to order, but shall be filed before being voted. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting. 3.8 Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of the holders to take the action were delivered to the Corporation. 3.9 Proxies. (a) At any meeting of stockholders, any stockholder may be represented and vote by proxy or proxies. In the event that any form of proxy shall designate two or more persons to act as proxies, a majority of such persons present at the meeting or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by the form of proxy upon all of the persons so designated unless the form of proxy shall otherwise provide. (b) The Board of Directors may, in advance of any annual or special meeting of the stockholders, prescribe additional regulations concerning the validation of the same, which are intended to be voted at any such meeting. 3.10 Presiding Officer and Secretary. The Chairman of the Board shall act as chairman of all meetings of the stockholders. In the absence of the Chairman of the Board, the Vice Chairman of the Board or, in his or her absence, any Director designated by the Chairman of the Board or the Board of Directors shall act as chairman of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the stockholders, but, in the absence of the Secretary, the Assistant Secretary designated in accordance with Section 5.11(b) of these Bylaws shall act as secretary of all meetings of the stockholders, but in the absence of a designated Assistant Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting. 4 3.11 Procedure. At each meeting of stockholders, the chairman of the meeting shall fix and announce the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at the meeting and shall determine the order of business and all other matters of procedure. Except to the extent inconsistent with any such rules and regulations as adopted by the Board of Directors, the chairman of the meeting may establish rules, which need not be in writing, to maintain order and safety and for the conduct of the meeting. Without limiting the foregoing, he or she may: (a) restrict attendance at any time to bona fide stockholders of record and their proxies and other persons in attendance at the invitation of the chairman; (b) restrict dissemination of solicitation materials and use of audio or visual recording devices at the meeting; (c) adjourn the meeting without a vote of the stockholders, whether or not there is a quorum present; and (d) make rules governing speeches and debate, including time limits and access to microphones. The chairman of the meeting shall be entitled to act in his or her absolute discretion and his or her rulings shall not be subject to appeal. 4. DIRECTORS. 4.1 Powers and Number. The Board of Directors shall exercise all of the powers of the Corporation except such as are by law, or by the Certificate of Incorporation of this Corporation or by these Bylaws conferred upon or reserved to the stockholders of any class or classes. The number of directors that shall constitute the whole Board of Directors shall be no fewer than three (3) and no greater than nine (9), the exact number of directors to be determined from time to time by resolution adopted by the Board of Directors or the stockholders, and until otherwise determined by the Board of Directors or the stockholders, the number of directors that shall constitute the whole Board of Directors shall be three (3). 4.1 Resignations. Any Director may resign at any time by giving written notice to the Board of Directors or the Secretary. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective. 4.2 Presiding Officer and Secretary. The Chairman of the Board shall act as chairman of all meetings of the Board of Directors. In the absence of the Chairman of the Board, the Vice Chairman of the Board, or in his absence, the Chief Executive Officer or other person designated by the Board of Directors shall act as chairman of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but, in the absence of the Secretary, the Assistant Secretary designated in accordance with Section 5.11(b) of these Bylaws shall act as secretary of all meetings of the Board of Directors, but in the absence of a designated Assistant Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting. 4.3 Annual Meetings. The Board of Directors shall meet each year immediately following the annual meeting of stockholders, at the place where such meeting of stockholders has been held, or at such other place as shall be fixed by the person presiding over the meeting of the stockholders, for the purpose of election of officers and consideration of such other business as the Board of Directors considers relevant to the management of the Corporation. In the event that in any year Directors are elected by written consent in lieu of an annual meeting of stockholders, the Board of Directors shall meet in such year as soon as practicable after receipt of such written consent by the Corporation at such time and place 5 as shall be fixed by the Chairman of the Board, for the purpose of election of officers and consideration of such other business as the Board of Directors considers relevant to the management of the Corporation. 4.4 Regular Meetings. Regular meetings of the Board of Directors shall be held on such dates and at such times and places, within or without the state of Delaware, as shall from time to time be determined by the Board of Directors. In the absence of any such determination, such meetings shall be held at such times and places, within or without the State of Delaware, as shall be designated by the Chairman of the Board on not less than twelve hours notice to each Director, given verbally, in writing or electronically, whether personally, by telephone (including by message or recording device), by facsimile transmission, by telegram, by telex or by electronic mail or by other electronic means, or on not less than three (3) calendar days' notice to each Director given by mail. Notice given by any of the foregoing means shall be sufficient to constitute notice of a meeting without the necessity of further notice. 4.5 Special Meetings. Special meetings of the Board of Directors shall be held at the call of the Chairman of the Board at such times and places, within or without the State of Delaware, as he or she shall designate, on not less than twelve hours notice to each Director, given verbally, in writing or electronically, whether personally, by telephone (including by message or recording device), by facsimile transmission, by telegram, by telex, by electronic mail or by other electronic means or on not less than three (3) calendar days' notice to each Director given by mail. Notice given by any of the foregoing means shall be sufficient to constitute notice of a meeting without the necessity of further notice. Special meetings shall be called by the Secretary on like notice at the written request of a majority of the Directors then in office. 4.6 Quorum and Powers of a Majority. At all meetings of the Board of Directors and of each committee thereof, a majority of the members shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Board of Directors or such committee, unless by express provision of law, of the Certificate of Incorporation, or of these Bylaws, a different vote is required, in which case such express provision shall govern and control. In the absence of a quorum, a majority of the members present at any meeting may, without notice other than announcement at the meeting, adjourn such meeting from time to time until a quorum is present. 4.7 Waiver of Notice. Notice of any meeting of the Board of Directors, or any committee thereof, need not be given to any member if waived by him or her in writing, whether before or after such meeting is held, or if he or she shall sign the minutes or attend the meeting, except that if such Director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, then such Director shall not be deemed to have waived notice of such meeting. 4.8 Manner of Acting. (a) Members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. (b) Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writings are filed with the minutes of proceedings of the Board of Directors or such committee. 4.9 Compensation. (a) The Board of Directors, by a resolution or resolutions, may fix, and from time to time change, the compensation of Directors. (b) Each Director shall be entitled to reimbursement from the Corporation for his or her reasonable expenses incurred with respect to duties as a member of the Board of Directors or any committee thereof. 6 (c) Nothing contained in these Bylaws shall be construed to preclude any Director from serving the Corporation in any other capacity and from receiving compensation from the Corporation for service rendered to it in such other capacity. 4.10 Committees. The Board of Directors (or any committee thereof having the power and authority to do so) may designate one or more committees, each committee to consist of one or more Directors, which to the extent provided in said resolution or resolutions shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation; provided, however, that no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware (the "GCLD") to be submitted to stockholders for approval or (ii) adopting, amending, or repealing any bylaw of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting of such committee and not disqualified from voting, whether or not such member of members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of such absent or disqualified director. 4.11 Committee Procedure, Limitations of Committee Powers. (a) Except as otherwise provided by these Bylaws, each committee shall adopt its own rules governing the time, place and method of holding its meetings and the conduct of its proceedings and shall meet as provided by such rules or by resolution of the Board of Directors. Unless otherwise provided by these Bylaws or any such rules or resolutions, notice of the time and place of each meeting of a committee shall be given to each member of such committee as provided in Section 4.6 of these Bylaws with respect to notices of special meetings of the Board of Directors. (b) Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. (c) Any member of any committee may be removed from such committee either with or without cause, at any time, by the Board of Directors at any meeting thereof. Any vacancy in any committee shall be filled by the Board of Directors in the manner prescribed by the Certificate of Incorporation or these Bylaws for the original appointment of the members of such committee. 5. OFFICERS. 5.1 Number. (a) The officers of the Corporation shall include a Chief Executive Officer, a President, one or more Vice Presidents (including one or more Executive Vice Presidents and one or more Senior Vice Presidents if deemed appropriate by the Board of Directors), a Chief Financial Officer, a Secretary, a Treasurer, and a Controller. The Board of Directors shall also elect a Chairman of the Board and may elect a Vice Chairman of the Board. Except for the Chairman of the Board, the Vice Chairman of the Board, and the Chief Executive Officer, none of the officers of the Corporation needs to be a director of the Corporation. Any two or more offices may be held by the same person to the extent permitted by the GCLD. (b) The Chief Executive Officer shall have the power to appoint one or more employees of the Corporation as divisional or departmental vice presidents and fix the duties of such appointees. However, no such divisional or departmental vice president shall be considered as an officer of the Corporation. 5.2 Election of Officers, Qualification and Term. The Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President, the Chief Financial Officer, the Secretary and the Treasurer of the Corporation shall be elected from time to time by the Board of Directors and, except as may otherwise be expressly provided in a contract of employment duly authorized by the 7 Board of Directors, shall hold office at the pleasure of the Board of Directors. The Board of Directors and the Chief Executive Officer also may elect such other officers as the Board of Directors or the Chief Executive Officer may from time to time deem appropriate or necessary. 5.3 Removal. Any officer elected by the Board of Directors may be removed, either with or without cause, by the Board of Directors at any meeting thereof, or to the extent delegated to the Chairman of the Board or the Chief Executive Officer, by the Chairman of the Board or the Chief Executive Officer. 5.4 Resignations. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors or to the Chairman of the Board or to the Chief Executive Officer. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 5.5 Compensation. The compensation of all officers of the Corporation shall be fixed by or in the manner provided by the Board of Directors from time to time, and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a Director of the Corporation. 5.6 The Chairman of the Board. The Chairman of the Board shall have the powers and duties customarily and usually associated with the office of the Chairman of the Board and shall have such other powers and perform such other duties as may be delegated to him or her by the Board of Directors. The Chairman of the Board shall preside at meetings of the stockholders and of the Board of Directors. 5.7 Vice Chairman of the Board. The Vice Chairman of the Board, if any, shall have the powers and duties customarily and usually associated with the office of the Vice Chairman of the Board and shall have such other powers and perform such other duties as may be delegated to him or her by the Board of Directors. 5.8 Chief Executive Officer. The Chief Executive Officer shall have, subject to the supervision, direction and control of the Board of Directors, the general powers and duties of supervision, direction and management of the affairs and business of the Corporation usually vested in the chief executive officer of a corporation, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation. In addition, the Chief Executive Officer shall have such other powers and perform such other duties as may be delegated to him or her by the Board of Directors. If at any time the office of the Chairman of the Board and the Vice Chairman of the Board shall not be filled, or in the event of the temporary absence or disability of the Chairman of the Board and the Vice Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board. 5.9 The President. The President shall serve as chief operating officer, shall have the powers and duties customarily and usually associated with the office of the President and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors or the Chief Executive Officer. 5.10 The Vice Presidents. Each Vice President shall have such powers and duties customarily and usually associated with the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the Board of Directors, the Chief Executive Officer, or the President. 5.11 The Chief Financial Officer. The Chief Financial Officer shall be responsible for the financial affairs of the Corporation, including overseeing the duties performed by the Treasurer of the Corporation. In addition, the Chief Financial Officer shall have such powers and duties customarily and usually associated with the office of the Chief Financial Officer and shall have such other powers and 8 perform such other duties as may be delegated to him or her from time to time by the Board of Directors or the Chief Executive Officer. 5.12 The Secretary and the Assistant Secretary. (a) The Secretary shall attend meetings of the Board of Directors and meetings of the stockholders and record all votes and minutes of all such proceedings in a book kept for such purpose. In addition, the Secretary shall have such powers and duties customarily and usually associated with the office of Secretary and shall have such other powers and perform such other duties as may be delegated to him or her by the Board of Directors, the Chief Executive Officer, or the President. (b) Each Assistant Secretary shall have such powers and perform such duties customarily and usually associated with the office of Assistant Secretary and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors, the Chief Executive Officer, the President, or the Secretary. In case of the absence or disability of the Secretary, the Assistant Secretary designated by the Chief Executive Officer (or, in the absence of such designation, by the Secretary) shall perform the duties and exercise the powers of the Secretary. 5.13 The Treasurer and the Assistant Treasurer. (a) The Treasurer shall have custody of the Corporation's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall also maintain adequate records of all assets, liabilities, and transactions of the Corporation and shall see that adequate audits thereof are currently and regularly made. In addition, the Treasurer shall have such powers and duties customarily and usually associated with the office of Treasurer and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer. (b) Each Assistant Treasurer shall have such powers and perform such duties customarily and usually associated with the office of Assistant Treasurer and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors, the Chief Executive Officer, the President, or the Treasurer. In case of the absence or disability of the Treasurer, the Assistant Treasurer designated by the Chief Executive Officer (or, in the absence of such designation, by the Treasurer) shall perform the duties and exercise the powers of the Treasurer. 5.14 Controller. The Controller shall be responsible for maintaining the accounting records and statements, and shall properly account for all monies and obligations due the Corporation and all properties, assets, and liabilities of the Corporation. The Controller shall render to the Chairman of the Board, the President or the Chief Financial Officer such periodic reports covering the results of operations of the Corporation as may be required by either of them or by law. In addition, the Controller shall have such powers and duties customarily and usually associated with the office of Controller and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer. 6. STOCK 6.1 Certificates. Certificates for shares of stock of the Corporation shall be issued under the seal of the Corporation, or a facsimile thereof, and shall be numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall bear a serial number, shall exhibit the holder's name and the number of shares evidenced thereby, and shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the Chief Executive Officer or the President or any Vice President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person or entity were such officer, transfer agent, or registrar at the date of issue. 9 6.2 Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books. 6.3 Lost, Stolen, or Destroyed Certificates. Any person claiming a certificate of stock to be lost, stolen, or destroyed shall make an affidavit or an affirmation of that fact, and shall give the Corporation a bond of indemnity in satisfactory form and with one or more satisfactory sureties, whereupon a new certificate (if requested) may be issued of the same tenor and for the same number of shares as the one alleged to be lost, stolen, or destroyed. 6.4 Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the GCLD. 6.5 Additional Powers of the Board. (a) In addition to those powers set forth in Section 4.1, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the GCLD. (b) The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers. 7. INDEMNIFICATION 7.1 Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or the person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation, as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the GCLD, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses, liability, and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of his or her heirs, executors, and administrators; provided, however, that, except as provided in this Article 7, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if authorized by the Board of Directors of the Corporation. Any indemnification under this Article 7 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard set forth in the GCLD. Such a determination shall be made (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; (c) by independent legal counsel (compensated by the Corporation) in a written opinion; (d) by the stockholders; or (e) in any other manner permitted by the GCLD. In addition to the right to indemnification conferred in this Article 7, each of the above persons shall have the right to be paid 10 by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the GCLD requires, the payment of such expenses incurred by a present director or officer in his or her capacity as a director or officer of the corporation (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such present director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article 7 or otherwise. The Corporation may, by any manner permitted by the GCLD, provide indemnification and advancement of expenses to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers. The right to indemnification and to an advancement of expenses conferred in this Article 7 shall be a contract right. 7.2 If a claim under Section 7.1 of this Article 7 is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim (including attorneys' fees). It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the GCLD for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the GCLD, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. In any suit brought by the claimant to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the claimant is not entitled to be indemnified, or to such advancement of expenses, under this Article 7 or otherwise shall be on the Corporation. 7.3 The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article 7, shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of the certificate of incorporation of the Corporation, this bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. 7.4 The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any such expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the GCLD. 7.5 The Corporation may enter into an indemnity agreement with any director, officer, employee, or agent of the Corporation, or of another corporation, partnership, joint venture, trust, or other enterprise, upon terms and conditions that the Board of Directors deems appropriate, as long as the provisions of the agreement are not impermissible under applicable law. 7.6 Any amendment or repeal of this Article 7 shall not be retroactive in effect. 7.7 In case any provision in this Article 7 shall be determined at any time to be unenforceable in any respect, the other provisions shall not in any way be affected or impaired thereby, and the affected provision shall be given the fullest possible enforcement in the circumstances, it being the 11 intention of the Corporation to afford indemnification and advancement of expenses to the persons indemnified hereby to the fullest extent permitted by law. 7.8 The Corporation may, by action of the Board of Directors, authorize one or more officers to grant rights to indemnification and advancement of expenses to former directors and officers or to other employees or agents of the Corporation on such terms and conditions as such officer or officers deem appropriate under the circumstances. 8. MISCELLANEOUS 8.1 Place and Inspection of Books. (a) The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine. (b) At least ten days before each meeting of stockholders, the officer in charge of the stock ledger of the Corporation shall prepare a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. (c) The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders' rights in respect thereof. 8.2 Voting Shares in Other Corporations. The Chief Executive Officer, the President, the Chief Financial Officer or any other officer of the Corporation designated by the Board of Directors may vote any and all shares held by the Corporation in any other corporation. 8.3 Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine. 8.4 Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular or plural number, shall each include the others whenever the context so indicates. 8.5 Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof. 8.6 Amendment. These Bylaws may be altered, amended, or repealed by (a) the affirmative vote of 80% or more of the aggregate number of votes that the holders of the then outstanding shares of common stock and preferred stock are entitled to cast on the amendment, or (b) by resolution adopted by the affirmative vote of not less than a majority of the Directors in office, at any annual or regular meeting of the Board of Directors or at any special meeting of the Board of Directors if notice of the proposed alteration, amendment, or repeal be contained in written notice of such special meeting. Notwithstanding the foregoing, the amendment of any provision of these Bylaws that requires an affirmative vote in excess of a majority of the Directors in office shall require the affirmative vote of at least the number of directors the affirmative vote of whom is required by such provision. 12 8.7 Certificate of Incorporation. Notwithstanding anything to the contrary contained herein, if any provision contained in these Bylaws is inconsistent with or conflicts with a provision of the Certificate of Incorporation, such provision of these Bylaws shall be superseded by the inconsistent provision in the Certificate of Incorporation to the extent necessary to give effect to such provision in the Certificate of Incorporation. EX-99.B.44.1 16 w46991ex99-b_441.txt AMENDED & RESTATED LIMITED LIABILITY CO. AGREEMENT 1 VITALHOMESERVICES.COM, L.L.C. B.44.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (CONFIDENTIAL TREATMENT REQUESTED) EX-99.B.44.2 17 w46991ex99-b_442.txt AMENDMENT TO AMENDED & RESTATED LIMITED LIABILITY 1 VITALHOMESERVICES.COM, L.L.C. B.44.2 AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (CONFIDENTIAL TREATMENT REQUESTED) EX-99.B.44.3 18 w46991ex99-b_443.txt 2ND AMEND. TO AMENDED & RESTATED LIMITED LIABILITY 1 VITALHOMESERVICES.COM, L.L.C. B.44.3 SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (CONFIDENTIAL TREATMENT REQUESTED) EX-99.F 19 w46991ex99-f.txt REPORT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT F REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors Conectiv Wilmington, Delaware In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, changes of common stockholders' equity, and of cash flows present fairly, in all material respects, the financial position of Conectiv and subsidiary companies as of December 31, 2000 and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Such consolidated financial statements are included in the consolidated financial statements listed in Item 10 of this Form U5S. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements taken as a whole. The supplementary consolidating information and the financial statement exhibits of the individual companies listed in Item 10 of this Form U5S are presented for purposes of additional analysis rather than to present the financial position, results of operations, and cash flows of the individual companies, and are not a required part of the consolidated financial statements. The supplementary consolidating information and the financial statement exhibits have been subjected to the auditing procedures applied in the audit of the consolidated financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the consolidated financial statements taken as a whole. PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 12, 2001 -----END PRIVACY-ENHANCED MESSAGE-----