-----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, HwIJJzT1RSJYNWkcqQPi1yfpYw3IIACbZIbzNadQrxd+WuxMfPuzVb0uLmM5VbXQ CRKGc/xSCskCORwUHyxb5w== 0001021408-02-005282.txt : 20020416 0001021408-02-005282.hdr.sgml : 20020416 ACCESSION NUMBER: 0001021408-02-005282 CONFORMED SUBMISSION TYPE: U-13-60 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020415 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: U-13-60 SEC ACT: 1935 Act SEC FILE NUMBER: 049-00135 FILM NUMBER: 02610462 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 U-13-60 1 du1360.txt ANNUAL REPORT OF CONECTIV RESOURCE PARTNERS, INC. Form U-13-60 Mutual and Subsidiary Service Companies ANNUAL REPORT For the period Beginning January 1, 2001 and Ending December 31, 2001 TO THE U.S. SECURITIES AND EXCHANGE COMMISSION OF CONECTIV RESOURCE PARTNERS, INC. A Subsidiary Service Company Date of Incorporation: January 16, 1998 State or Sovereign Power under which incorporated or Organized: Delaware Location of Principal Executive Offices of Reporting Company: 800 King Street Wilmington, DE 19899 Name, title, and address of officer to whom correspondence concerning this report should be addressed: James P. Lavin, Controller Accounting and Finance 800 King Street Wilmington, DE 19899 Name of Principal Holding Company Whose Subsidiaries are served by Reporting Company: Conectiv INSTRUCTIONS FOR USE OF FORM U-13-60 1. TIME OF FILING. Rule 94 provides that on or before the first day of May in each calendar year, each mutual service company and each subsidiary service company as to which the Commission shall have made a favorable finding pursuant to Rule 88, and every service company whose application for approval or declaration pursuant to Rule 88 is pending shall file with the Commission an annual report on Form U-13-60 and in accordance with the Instructions for that form. 2. NUMBER OF COPIES. Each annual report shall be filed in duplicate. The company should prepare and retain at least one extra copy for itself in case correspondence with reference to the report become necessary. 3. PERIOD COVERED BY REPORT. The first report filed by any company shall cover the period from the date the Uniform System of Accounts was required to be made effective as to that company under Rules 82 and 93 to the end of that calendar year. Subsequent reports should cover a calendar year. 4. REPORT FORMAT. Reports shall be submitted on the forms prepared by the Commission. If the space provided on any sheet of such form is inadequate, additional sheets may be inserted of the same size as a sheet of the form or folded to such size. 5. MONEY AMOUNTS DISPLAYED. All money amounts required to be shown in financial statements may be expressed in whole dollars, in thousands of dollars or in hundred thousands of dollars, as appropriate and subject to provisions of Regulation S-X (Section 210.3-01(c)). 6. DEFICITS DISPLAYED. Deficits and other like entries shall be indicated by the use of either brackets or a parenthesis with corresponding reference in footnotes. (Regulation S-X, Section 210.3-01 (c) ). 7. MAJOR AMENDMENTS OR CORRECTIONS. Any company desiring to amend or correct a major omission or error in a report after it has been filed with the Commission shall submit an amended report including only those pages, schedules, and entries that are to be amended or corrected. A cover letter shall be submitted requesting the Commission to incorporate the amended report changes and shall be signed by a duly authorized officer of the company. 8. DEFINITIONS. Definitions contained in Instruction 01-8 to the Uniform System of Accounts for Mutual Service Companies and Subsidiary Service Companies, Public Utility Holding Company Act of 1935, as amended February 2, 1979 shall be applicable to words or terms used specifically within this Form U-13-60. 9. ORGANIZATION CHART. The service company shall submit with each annual report a copy of its current organization chart. -1- 10. METHODS OF ALLOCATION. The service company shall submit with each annual report a listing of the currently effective methods of allocation being used by the service company and on file with the Securities and Exchange Commission pursuant to the Public Utility Holding Company Act of 1935. 11. ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED. The service company shall submit with each annual report a copy of the annual statement supplied to each associate company in support of the amount of compensation for use of capital billed during the calendar year. 12. ELECTRONIC FILERS. Electronic filers are subject to Regulation S-T and the EDGAR Filer Manual. Any rule or instruction therein shall be controlling unless otherwise specifically provided in rules or instructions pertaining to the submission format documents. Data that appears in tabular or columnar format shall be marked as prescribed in the EDGAR Filer Manual. Signatures shall be in typed form rather than manual format. See rule 13 of Regulation S-T. -2- LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNT
Schedule or Page Description of Schedules and Accounts Account Number Number COMPARATIVE BALANCE SHEET Schedule I 4-5 Service Company Property Schedule II 6-7 Accumulated Provision for Depreciation and Amortization of Service Company Property Schedule III 8 Investments Schedule IV 9 Accounts Receivable from Associate Companies Schedule V 10-10a Fuel Stock Expenses Undistributed Schedule VI 11 Stores Expense Undistributed Schedule VII 12 Miscellaneous Current and Accrued Assets Schedule VIII 13 Miscellaneous Deferred Debits Schedule IX 14 Research, Development, or Demonstration Expenditures Schedule X 15 Proprietary Capital Schedule XI 16 Long-Term Debt Schedule XII 17 Current and Accrued Liabilities Schedule XIII 18 Notes to Financial Statements Schedule XIV 19-20 COMPARATIVE STATEMENT OF INCOME Schedule XV 21 Analysis of Billing - Associate Companies Account 457 22 Analysis of Billing - Non associate Companies Account 458 23 Analysis of Charges for Service - Associate and Non associate Companies Schedule XVI 24 Schedule of Expense by Department or Service Function Schedule XVII 25-27 Departmental Analysis of Salaries Account 920 28-29 Outside Services Employed Account 923 30-32 Employee Pensions and Benefits Account 926 33 General Advertising Expenses Account 930.1 34 Miscellaneous General Expenses Account 930.2 35 Rents Account 931 36 Taxes Other Than Income Taxes Account 408 37 Donations Account 426.1 38-39 Other Deductions Account 426.5 40 Notes to Statement of Income Schedule XVIII 41 LISTING OF INSTRUCTIONAL FILING REQUIREMENTS Description of Reports or Statements ORGANIZATION CHART 42 METHODS OF ALLOCATION 43-49 ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED 50 SIGNATURE 51
-3- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. SCHEDULE I - COMPARATIVE BALANCE SHEET Give balance sheet of the Company as of December 31 of the current and prior year
As of Account Assets and Other Debits December 31 Current Prior 2001 2000 (In Thousands) SERVICE COMPANY PROPERTY 101 Service Company Property (Schedule II) $ 84,571 $ 82,636 107 Construction work in progress (Schedule II) - - ---------------------------------- Total Property $ 84,571 $ 82,636 ---------------------------------- 108 Less accumulated provision for depreciation and amortization of service company property (Schedule III) $ 28,507 $ 16,798 ---------------------------------- Net Service Company Property $ 56,064 $ 65,838 ---------------------------------- INVESTMENTS 121 Nonutility Property $ 2,232 $ 7,377 123 Investments in associate companies (Schedule IV) - - 124 Other investments (Schedule IV) - - 128 Special Funds 4,238 4,476 ---------------------------------- Total Investments $ 6,470 $ 11,853 ---------------------------------- CURRENT AND ACCRUED ASSETS 131 Cash $ 25 $ 356 134 Special deposits - - 135 Working funds 115 22 136 Temporary cash investments (Schedule IV) - 52,578 141 Notes receivable - - 143 Accounts receivable 1,900 - 144 Accumulated provision for uncollectible accounts - - 146 Accounts receivable from associate companies (Schedule V and XIV) 18,299 62,259 152 Fuel stock expenses undistributed (Schedule VIII) - - 154 Materials and supplies - - 163 Stores expense undistributed (Schedule VII) - - 165 Prepayments 1,014 789 171 Interest and Dividends Receivable - 422 174 Miscellaneous current and accrued assets (Schedule VIII) - - ---------------------------------- Total Current and Accrued Assets $ 21,354 $ 116,426 ---------------------------------- DEFERRED DEBITS 181 Unamortized debt expense $ - $ - 183 Preliminary Survey and Investigation - - 184 Clearing accounts 10 (1) 186 Miscellaneous deferred debits (Schedule IX) 4,053 4,095 188 Research, development, or demonstration expenditures (Schedule X) - - 190 Accumulated deferred income taxes 565 1,036 ---------------------------------- Total Deferred Debits $ 4,628 $ 5,130 ---------------------------------- TOTAL ASSETS AND OTHER DEBITS $ 88,516 $ 199,247 ----------------------------------
-4- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. SCHEDULE I - COMPARATIVE BALANCE SHEET
As of Account Assets and Other Debits December 31 Current Prior 2001 2000 (In Thousands) PROPRIETARY CAPITAL 201 Common stock issued (Schedule XI) $ 1 $ 1 211 Miscellaneous paid-in-capital (Schedule XI) - - 215 Appropriated retained earnings (Schedule XI) - - 216 Unappropriated retained earnings (Schedule XI) 37 (229) --------------------------------- Total Proprietary Capital $ 38 $ (228) --------------------------------- LONG - TERM DEBT 223 Advances from associate companies (Schedule XII) $ - $ - 224 Other long-term debt (Schedule XII) - - 225 Unamortized premium on long-term debt - - 226 Unamortized discount on long-term debt - - --------------------------------- Total Long - Term Debt $ - $ - --------------------------------- CURRENT AND ACCRUED LIABILITIES 184 Clearing accounts $ (12) $ 1 231 Notes payable - - 232 Accounts payable 7,102 12,236 233 Notes payable to associate companies (Schedule XIII and XIV) 42,316 139,758 234 Accounts payable to associate companies (Schedule XIII and XIV) - - 236 Taxes accrued (1,326) (4,845) 237 Interest accrued 60 926 238 Dividends declared - - 241 Tax collections payable 10 159 242 Miscellaneous current and accrued liabilities (Schedule XIII) 30,103 42,572 --------------------------------- Total Current and Accrued Liabilities $ 78,254 $ 190,807 --------------------------------- DEFERRED CREDITS 253 Other deferred credits $ - $ - 254 Other regulatory liabilities - - 255 Accumulated deferred investment tax credits - - --------------------------------- Total Deferred Credits $ - $ - --------------------------------- ACCUMULATED DEFERRED INCOME TAXES 282 Accumulated deferred income taxes-Other Property $ 8,164 $ 6,808 283 Accumulated deferred income taxes-Other 2,060 1,860 --------------------------------- Total Accumulated Deferred Income Taxes $ 10,224 $ 8,668 --------------------------------- TOTAL LIABILITIES AND PROPRIETARY CAPITAL $ 88,516 $ 199,247 =================================
-5- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE II - SERVICE COMPANY PROPERTY
Balance At Retirements Balance At Beginning or Other Close Description of Year Additions Sales Changes (1) of Year SERVICE COMPANY PROPERTY Account 301 Organization $ - $ - $ - $ - $ - 303 Miscellaneous Intangible Plant 10,046 1,603 (2,189) - 9,460 304 Land and Land Rights - - - - - 305 Structures and Improvements 14,481 0 - - 14,481 306 Leasehold Improvements - - - - - 307 Equipment(2) 51,613 3,253 (1,094) - 53,772 308 Office Furniture and Equipment 6,496 362 - - 6,858 309 Automobiles, Other Vehicles and Related Garage Equipment - - - - - 310 Aircraft and Airport Equipment - - - - - 311 Other Service Company Property(3) - - - - - ------------------------------------------------------------------------------------- SUBTOTAL $ 82,636 $ 5,218 $ (3,283) $ - $ 84,571 107 Construction Work in Progress (4) - - - - - ------------------------------------------------------------------------------------- TOTAL $ 82,636 $ 5,218 $ (3,283) $ - $ 84,571 =====================================================================================
(1) Provide an explanation of those changes considered material: -6- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE II - CONTINUED (2) Sub accounts are required for each class of equipment owned. The service company shall provide a listing by sub account of equipment additions during the year and the balance at the close of the year:
Balance At Close of Subaccount Description Additions Year Computer Hardware $ 3,253 $ 45,220 Computer Software - 8,132 Typewriters, Calculators, Copiers, & Duplicating - - Office Services Printing and Stationary Equipment - - Cafeteria & Kitchen Equipment - 420 ------------------------------ TOTAL $ 3,253 $ 53,772 ==============================
(3) Describe Other Service Company Property: Not Applicable (4) Describe Construction Work in Progress:
Asset Under Construction Capitalized Date Value Description ------------------------ ---------------- ----- ----------- Not Applicable
-7- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE III ACCUMULATED PROVISION FOR DEPRECIATION AND AMORTIZATION OF SERVICE COMPANY PROPERTY
Balance At Additions Other Balance At Beginning Charged to Changes Add Close Description of Year Account 403 Retirements (Deduct) (1) of Year Account 301 Organization $ - $ - $ - $ - $ - 303 Miscellaneous Intangible Plant 2,294 1,812 (474) - 3,632 304 Land and Land Rights - - - Structures and Improvements 633 476 - - 1,109 306 Leasehold Improvements - - - 307 Equipment(2) 13,493 9,950 (387) - 23,056 308 Office Furniture and Equipment 378 332 - - 710 309 Automobiles, Other Vehicles and Related Garage Equipment - - - - - 310 Aircraft and Airport Equipment - - - - - 311 Other Service Company Property - - - - - ----------------------------------------------------------------------------------------- TOTAL $ 16,798 $ 12,570 $ (861) $ - $ 28,507 =========================================================================================
(1) Provide an explanation of those changes considered material: NOT APPLICABLE -8- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE IV - INVESTMENTS INSTRUCTIONS: Complete the following schedule concerning investments. Under Account 124, "Other Investments", state each investment separately, with description, including the name of the issuing company, number of shares or principal amount, etc. Under Account 136, "Temporary Cash Investments", list each investment separately.
Balance At Balance At Beginning Close Description of Year of Year Account 123 - Investment in Associate Companies $ - $ - Account 124 - Other Investments - - Account 136 - Temporary Cash Investments Merrill Lynch Premier Institutional Fund 52,578 - --------------------------- TOTAL $ 52,578 $ - ===========================
-9- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES INSTRUCTIONS: Complete the following schedule listing accounts receivable from each associate company. Where the service company has provided accommodation or convenience payments for associate companies, a separate listing of total payments for each associate company by subaccount should be provided.
Balance At Balance At Beginning Close Description of Year of Year Account 146 - Accounts Receivable from Associate Companies Conectiv Energy Supply, Inc. $ 21,753 $ (3,045) Delmarva Power & Light Company 16,842 7,777 Atlantic City Electric Company 9,151 7,820 Conectiv Operating Services Company 4,154 749 Conectiv Communications, Inc. 2,554 1,088 Conectiv Holding Company, Inc. 1,760 (4) Conectiv Delmarva Generation, Inc. 1,369 1,651 Conectiv Solutions LLC 1,223 (90) Conectiv Services II, Inc. 973 12 Conectiv Thermal Systems 546 65 Conectiv Atlantic Generation, LLC 505 133 ATE Investments, Inc. 404 8 Thermal Energy Limited Partnership 236 539 Atlantic Southern Properties 209 193 Conectiv Mid Merit, Inc. 185 204 Conectiv Properties, Inc. 175 (106) Conectiv Energy, Inc. 97 - Atlantic Generation, Inc. 67 28 DCTC-Burney, Inc. 49 2 King Street Assurance LTD 6 2 DCI II, Inc. 1 (1) DCI I, Inc. - 4 Conectiv Energy Holding Company - 969 Conectiv Bethlehem Inc. - 81 Pedrick Generation, Inc. - 220 ------------ --------------- TOTAL RECEIVABLES $ 62,259 $ 18,299 ============ ===============
Analysis of Convenience or Accommodation Payments: See Schedule V (a) -10- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE V (a) - Analysis of Convenience or Accommodation Payments Total Company Name Payments ------------ -------- ATE Investments, Inc. 1,764 Atlantic City Electric Company 37,022 Atlantic Generation, Inc. 1,563 Atlantic Southern Properties 1,577 Conectiv Holding Company, Inc. 4,720 Conectiv Atlantic Generation, LLC 13,462 Conectiv Bethlehem, Inc. 69 Conectiv Communications, Inc. 16,827 Conectiv Delmarva Generation, Inc. 25,132 Conectiv Energy Holding Co. 968 Conectiv Energy Supply, Inc. 78,534 Conectiv Energy, Inc. 294 Conectiv Mid-Merit, Inc. 1,365 Conectiv Operating Services Company 11,561 Conectiv Properties, Inc 2,239 Conectiv Thermal Systems 3,896 Conectiv Solutions, LLC 3,037 Conectiv Services II, Inc. 3,454 DCI I, Inc. 560 DCI II, Inc. 4,822 DCTC-Burney, Inc. 110 Delmarva Power & Light Company 66,070 King Street Assurance Ltd 2,002 Pedrick Generation Inc. 215 Thermal Energy Limited Partnership 1,647 Vital Services Home LLC 24 -------------- Total Payments $ 282,934 ============== The majority of convenience payments relate to benefits and outside legal, consulting and purchased power expenses paid to vendors who bill more than one system affiliate on one invoice, and expenses incurred by system affiliates who do not have a checking account. -10a- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE VI - FUEL STOCK EXPENSE UNDISTRIBUTED INSTRUCTIONS: Report the amount of labor and expenses incurred with respect to fuel stock expenses during the year and indicate amount attributable to each associate company. Under the section headed "summary" listed below give an overall report of the fuel functions performed by the service company.
Description Labor Expenses Total ----------- ----- -------- ----- Account 152 - Fuel Stock Expenses Undistributed $ - $ - $ - -------------------------------------------- TOTAL $ - $ - $ - ============================================
Summary: Not Applicable -11- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE VII - STORES EXPENSE UNDISTRIBUTED INSTRUCTIONS: Report the amount of labor and expenses incurred with respect to stores expense during the year and indicate amount attributable to each associate company.
Description Labor Expenses Total ----------- ----- -------- ----- Account 163 - Stores Expense Undistributed $ - $ - $ - --------------------------------------------- TOTAL $ - $ - $ - =============================================
-12- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE VIII - MISCELLANEOUS CURRENT AND ACCRUED ASSETS INSTRUCTIONS: Provide detail of items in this account. Items less than $10,000 may be grouped, showing the number of items in each group. Balance At Balance At Beginning Close Description of Year of Year ----------- Account 174 - Miscellaneous Current and $ - $ - ------------------------------- Accrued Assets TOTAL $ - $ - =============================== -13- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE IX - MISCELLANEOUS DEFERRED DEBITS INSTRUCTIONS: Provide detail of items in this account. Items less than $10,000 may be grouped by class, showing the number of items in each class.
Balance At Balance At Beginning Close Description of Year of Year ----------- Account 186 - Miscellaneous Deferred Debits Intangible Asset-Supplemental Executive Retirement Plan $ 3,602 $ 1,483 SAP Costs-Deferred 849 2,570 Exp in connection with Mgmt Life Insurance Program 41 - Suspense-Cash Management (83) - Software termination fee accrual (325) - Other 11 - ----------------------- TOTAL $ 4,095 $ 4,053 =======================
-14- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE X RESEARCH, DEVELOPMENT OR DEMONSTRATION EXPENDITURES INSTRUCTIONS: Provide a description of each material research, development, or demonstration project which incurred costs by the service corporation during the year. Description Amount ----------- ------ Account 188 - RESEARCH, DEVELOPMENT, OR DEMONSTRATION EXPENDITURES $ - TOTAL $ - ================= -15- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 SCHEDULE XI - PROPRIETARY CAPITAL
Outstanding Number of Par or Stated Close of Period Account Shares Value No. of Total Number Class of Stock Authorized Per Share Shares Amount 201 Common Stock Issued 1,000 $ 1.00 1,000 $ 1,000
INSTRUCTIONS: Classify amounts in each account with brief explanation, disclosing the general nature of transactions which gave rise to the reported amounts. Description Amount Account 211 - Miscellaneous Paid-In Capital $ - Account 215 - Appropriated Retained Earnings - -------- TOTAL $ - INSTRUCTIONS: Give particulars concerning net income or (loss) during the year, distinguishing between compensation for the use of capital owed or net loss remaining from servicing nonassociates per the General Instructions of the Uniform System of Accounts. For dividends paid during the year in cash or otherwise, provide rate percentage, amount of dividend, date declared and date paid.
Balance At Net Income Balance At Beginning or Dividends Close Description of Year (Loss) Paid of Year Account 216 - Unappropriated Retained Earnings $ (229) $ 266 $ - $ 37 ------------------------------------------------------------------- TOTAL $ (229) $ 266 $ - $ 37 ===================================================================
-16- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE XII - LONG-TERM DEBT INSTRUCTIONS: Advances from associate companies should be reported separately for advances on notes, and advances on open account. Names of associate companies from which advances were received shall be shown under the class and series of obligation column. For Account 224 - Other Long-Term Debt provide the name of the creditor company or organization, terms of the obligation, date of maturity, interest rate, and the amount authorized and outstanding.
Terms of Oblig Date Balance At Balance At Class & Series of Interest Amount Beginning Deductions Close of Obligation Maturity Rate Amortized of Year Additions (1) of Year Account 223 - Advances from Associate Companies: $ - $ - Account 224 - Other Long-Term Debt - - TOTAL $ - $ -
(1) Give an explanation of deductions: Not Applicable -17- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES INSTRUCTIONS: Provide balance of notes and accounts payable to each associate company. Give description and amount of miscellaneous current and accrued liabilities. Items less than $10,000 may be grouped, showing the number of items in each group.
Balance At Balance At Beginning Close Description of Year of Year ----------- Account 233 - Notes Payable to Associate Companies Conectiv Money Pool $ 119,640 $ 22,265 King Street Assurance Ltd. 20,118 20,051 --------------------------- TOTAL $ 139,758 $ 42,316 =========================== Account 234 - Accounts Payable to Associate Companies $ - $ - - - --------------------------- TOTAL $ - $ - =========================== Account 242 - Miscellaneous Current and Accrued Liabilities Incentives $ 14,097 $ 6,155 Pension/OPEB 12,685 6,849 Deferred Savings and Thrift 8,285 11,286 Supplemental Executive Retirement Plan 3,935 3,300 Health Claims Reserve 2,075 1,808 Severance 1,635 235 General Liability Insurance (200) 107 Other 60 363 --------------------------- TOTAL $ 42,572 $ 30,103 ===========================
-18- ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC. For the Year Ended December 31, 2001 SCHEDULE XIV - NOTES TO FINANCIAL STATEMENTS INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any account thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. 1. Service Company Property and Non-Utility Property Service Company property and non-utility property are stated at original cost, including property additions. Capitalized interest is included in the original cost and represents the cost of borrowed and equity funds used to finance construction of new facilities. The annual provision for depreciation on service company and non-utility property is computed on the straight-line basis using composite rates by classes of depreciable property. Accumulated depreciation is charged with the cost of depreciable property retired, including removal costs less salvage and other recoveries. 2. Income Taxes CRP, as a subsidiary of Conectiv, is included in the consolidated federal income tax return of Conectiv. Income taxes are allocated to CRP based upon its taxable income or loss, determined on a separate return basis. The financial statements include two categories of income taxes-current and deferred. Current income taxes represent CRP's share of amounts of tax expected to be reported on Conectiv's federal and state income tax returns. Deferred income tax assets and liabilities represent the tax effects of temporary differences between the financial statements and tax bases of existing assets and liabilities are measured using presently enacted tax rates. Deferred income tax expense represents the net change during the reporting period in the net deferred tax liability. 3. Pension and Other Postretirement Benefits CRP employees are covered by the Conectiv pension plan which as of December 31, 2001 had a projected benefit obligation of $755.0 million and trust fund assets with fair value of $861.4 million, resulting in an over-funded status of $106.4 million of which $91.9 million was reflected on Conectiv's Consolidated December 31, 2001 Balance Sheet. During 2001, CRP incurred a credit expense of $7.4 million for pension service and interest costs, net of expected return on assets. CRP employees are covered by Conectiv's other postretirement benefit plans which as of December 31, 2001 had a projected benefit obligation of $263.8 million and trust fund assets with a fair value of $117.1 million, resulting in an under-funded status of $146.7 million. Due to an unrecognized actuarial gain, a liability of $89.8 million was reflected on Conectiv's Consolidated December 31, 2001 Balance Sheet. During 2001, CRP incurred and expense of $5.2 million for other postretirement service and interest costs, net of expected return on assets. -19- Conectiv also maintains 401(k) savings plans for covered employees, including employees of CRP. Conectiv contributes to the plan, in the form of Conectiv stock, at varying levels up to $0.50 for each dollar contributed by employees, for up to 6% of employee base pay. The amount expensed by CRP for Conectiv's matching contributions was $2.0 million in 2001. 4. Rents CRP leases office buildings and business equipment from associate companies. These leases are accounted for as operating leases. 5. Money Pool The Money Pool exists to permit affiliate companies to borrow excess cash from other affiliate companies. Conectiv Resource Partners, Inc. serves as the Administrator for the System Money Pool. -20- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Years Ended December 31, 2001 and 2000 (In Thousands) SCHEDULE XV - COMPARATIVE STATEMENT OF INCOME
Current Prior Year Year Account Description 2001 2000 INCOME 457 Services rendered to associate companies $ 233,790 $ 267,932 458 Services rendered to nonassociate companies - - 421 Miscellaneous income or loss - - ----------------------------------- TOTAL INCOME $ 233,790 $ 267,932 =================================== EXPENSE 912-13 Marketing & Advertising $ 168 $ 101 920 Salaries and wages 95,788 104,891 921 Office Supplies and expenses 18,113 21,433 922 Administrative expenses transferred-credit - - 923 Outside services employed 54,707 59,907 924 Property insurance (243) 1,496 925 Injuries and damages 880 961 926 Employee pensions and benefits 18,232 25,371 928 Regulatory commission expense - - 929 Duplicate charges-credit (481) (1,528) 930.1 General advertising expense 450 146 930.2 Miscellaneous general expenses 4,534 6,997 931 Rents 22,486 27,806 932 Maintenance of structures and equipment 300 296 403 Depreciation and amortization expense 12,570 12,522 408 Taxes other than income taxes 390 396 409 Income taxes (2,294) 162 410 Provision for deferred income taxes 2,028 (64) 411 Provision for deferred income taxes-credit - - 411.5 Investment tax credit - - 426.1 Donations 835 1,066 426.5 Other deductions 1,944 - 427 Interest on long-term debt - - 430 Interest on debt to associate companies 3,117 6,069 431 Other interest expense - - ----------------------------------- TOTAL EXPENSES $ 233,524 $ 268,030 ----------------------------------- NET INCOME OR (LOSS) $ 266 $ (98) ===================================
-21- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) ANALYSIS OF BILLING ASSOCIATE COMPANIES - ACCOUNT 457
Direct Indirect Compensation Total Costs Costs For Use Amount Name of Associate Company Charged Charged of Capital Billed 457-1 457-2 457-3 Delmarva Power & Light Company $ 24,703 $ 69,452 $ 1,358 $ 95,513 Atlantic City Electric Company 16,661 66,221 949 83,831 Conectiv Properties, Inc. 43 33 6 82 DCI I, Inc. 43 10 - 53 Conectiv Operating Services Company 2,806 4,012 101 6,919 DCTC-Burney, Inc. 48 2 - 50 Conectiv Energy Supply, Inc. 8,860 5,223 82 14,165 Conectiv Delmarva Generation, Inc. 1,795 6,518 276 8,589 Conectiv Atlantic Generation, LLC 422 948 41 1,411 Conectiv Mid Merit, Inc. 3,642 502 - 4,144 Conectiv Bethlehem, Inc. 498 - - 498 Conectiv Energy Holding Co. 40 - - 40 Atlantic Southern Properties 19 73 6 98 Atlantic Generation, Inc. 654 32 - 686 Pedricktown Generation, Inc. 5 - - 5 ATE Investment, Inc. 34 86 - 120 King Street Assurance LTD 15 18 - 33 Conectiv Services II, Inc. 137 100 - 237 Conectiv Solutions LLC 1,355 3,227 23 4,605 Vital Services Home, Inc. 2 - - 2 Conectiv Energy Supply, Inc. 2,155 - - 2,155 Conectiv Thermal Systems 217 599 20 836 Thermal Energy Limited Partnership 392 50 22 464 Conectiv Communications, Inc. 1,480 6,116 233 7,829 Conectiv Holding Company, Inc. 12 1,413 - 1,425 --------- ---------- ------------ -------- TOTAL $ 66,038 $ 164,635 $ 3,117 $233,790 ========= ========== ============ ========
22 ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) ANALYSIS OF BILLING NONASSOCIATE COMPANIES - ACCOUNT 458
Direct Indirect Compensation Excess Total Costs Costs For Use Total or Amount Name of Nonassociate Company Charged Charged of Capital Cost Deficiency Billed 458-1 458-2 458-3 458-4 TOTAL $ - $ - $ - $ - $ - $ - ========= ========= ========= ========= ========= =========
INSTRUCTION: Provide a brief description of the services rendered to each nonassociate company. NOT APPLICABLE 23 ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE XVI - ANALYSIS OF CHARGES FOR SERVICES ASSOCIATE AND NONASSOCIATE COMPANIES
Associate Nonassociate Company Charges Company Charges Direct Indirect Direct Indirect Description of Items Costs Costs Total Costs Costs Total 912-13 Marketing & Advertising $ - $ 168 168 $ - $ - $ - 920 Salaries and wages 36,980 58,809 95,788 - - - 921 Office Supplies and expenses 4,623 13,490 18,113 - - - 922 Administrative expenses transferred-credit - - - - - - 923 Outside services employed 7,925 46,782 54,707 - - - 924 Property insurance - (243) (243) - - - 925 Injuries and damages - 880 880 - - - 926 Employee pensions and benefits 9,906 8,326 18,232 - - - 928 Regulatory commission expense - - - - - - 929 Duplicate charges-credit - (481) (481) 930.1 General advertising expense - 450 450 - - - 930.2 Miscellaneous general expenses - 4,534 4,534 - - - 931 Rents 3,302 19,184 22,486 - - - 932 Maintenance of structures and equipment - 300 300 - - - 403 Depreciation and amortization expense 3,302 9,268 12,570 - - - 408 Taxes other than income taxes - 390 390 - - - 409 Income taxes - (2,028) (2,028) - - - 410 Provision for deferred income taxes - 2,028 2,028 - - - 411 Provision for deferred income taxes-credit - - - - - - 411.5 Investment tax credit - - - - - - 426.1 Donations - 835 835 - - - 426.5 Other deductions - 1,944 1,944 - - - 427 Interest on long-term debt - - - - - - 431 Other interest expense - - - - - - ---------------------------------------------------------------------------- TOTAL EXPENSES $ 66,038 $ 164,635 $ 230,673 $ - $ - $ - ============================================================================ Compensation for Use of Equity Capital 430 Interest on debt to associate companies 3,117 - - - ---------------------------------------------------- TOTAL COST OF SERVICES $ 233,790 $ - $ - $ - ==================================================== Total Charges for Service Direct Indirect Description of Items Costs Costs Total 912-13 Marketing & Advertising $ - $ 168 $ 168 920 Salaries and wages 36,980 58,808 95,788 921 Office Supplies and expenses 4,623 13,490 18,113 922 Administrative expenses transferred-credit - - - 923 Outside services employed 7,925 46,782 54,707 924 Property insurance - (243) (243) 925 Injuries and damages - 880 880 926 Employee pensions and benefits 9,906 8,326 18,232 928 Regulatory commission expense - - - 929 Duplicate charges-credit - (481) (481) 930.1 General advertising expense - 450 450 930.2 Miscellaneous general expenses - 4,534 4,534 931 Rents 3,302 19,184 22,486 932 Maintenance of structures and equipment - 300 300 403 Depreciation and amortization expense 3,302 9,268 12,570 408 Taxes other than income taxes - 390 390 409 Income taxes - (2,028) (2,028) 410 Provision for deferred income taxes - 2,028 2,028 411 Provision for deferred income taxes-credit - - - 411.5 Investment tax credit - - - 426.1 Donations - 835 835 426.5 Other deductions - 1,944 1,944 427 Interest on long-term debt - - - 431 Other interest expense - - - ----------------------------------- TOTAL EXPENSES $ 66,038 $ 164,635 $ 230,673 =================================== Compensation for Use of Equity Capital 430 Interest on debt to associate companies - 3,117 3,117 ----------------------------------- TOTAL COST OF SERVICES $ 66,038 $ 167,752 $ 233,790 ===================================
INSTRUCTION: Total cost of service will equal for associate and nonassociate companies the total amount billed under their separate analysis of billing schedules. 24 ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE XVII - SCHEDULE OF EXPENSE DISTIBUTION BY DEPARTMENT OR SERVICE FUNCTION
Total Executive Environmental Public Description of Items Amount Overhead Management & Safety Affairs 912-13 Marketing & Advertising $ 168 $ - $ - $ - $ 26 920 Salaries and wages 95,788 4,365 2,819 425 820 921 Office Supplies and expenses 18,113 593 391 58 176 922 Administrative expenses transferred-credit - - - - - 923 Outside services employed 54,707 427 59 161 1,350 924 Property insurance (243) - - - - 925 Injuries and damages 880 - - - - 926 Employee pensions and benefits 18,232 18,230 - - - 928 Regulatory commission expense - - - - - 929 Duplicate Charges-credit (481) - - - - 930.1 General advertising expense 450 - - - 85 930.2 Miscellaneous general expenses 4,534 298 61 29 331 931 Rents 22,486 9,134 11 10 932 Maintenance of structures and equipment 300 - - - - 403 Depreciation and amortization expense 12,570 - - - - 408 Taxes other than income taxes 390 - - - - 409 Income taxes (2,294) (2,294) - - - 410 Provision for deferred income taxes 2,028 2,028 - - - 411 Provision for deferred income taxes-credit - - - - - 411.5 Investment tax credit - - - - - 426.1 Donations 835 - 1 11 725 426.5 Other deductions 1,944 1,715 - - - 427 Interest on long-term debt - - - - - 430 Interest on debt to associate companies 3,117 3,117 - - - 431 Other interest expense - - - - - -------------------------------------------------------------- TOTAL EXPENSES $ 233,524 $ 37,612 $ 3,340 $ 684 $ 3,523 ============================================================== Information Customer Corporate Internal Description of Items Services Care Secretary Audit 912-13 Marketing & Advertising $ - $ 1 $ - $ - 920 Salaries and wages 8,489 21,855 315 230 921 Office Supplies and expenses 5,492 6,242 54 21 922 Administrative expenses transferred-credit - - - - 923 Outside services employed 32,556 6,592 426 161 924 Property insurance - - - - 925 Injuries and damages - 5 - - 926 Employee pensions and benefits - - - - 928 Regulatory commission expense - - - - 929 Duplicate Charges-credit (435) (45) - - 930.1 General advertising expense - 3 - - 930.2 Miscellaneous general expenses 418 350 1 1 931 Rents 10,442 703 - - 932 Maintenance of structures and equipment - - - - 403 Depreciation and amortization expense 8,330 674 - - 408 Taxes other than income taxes - - - - 409 Income taxes - - - - 410 Provision for deferred income taxes - - - - 411 Provision for deferred income taxes-credit - - - - 411.5 Investment tax credit - - - - 426.1 Donations - 14 - - 426.5 Other deductions 35 194 - - 427 Interest on long-term debt - - - - 430 Interest on debt to associate companies - - - - 431 Other interest expense - - - - --------------------------------------------------- TOTAL EXPENSES $ 65,326 $ 36,588 $ 795 $ 413 ===================================================
-25- For the Year Ended December 31, 2001 (In Thousands) SCHEDULE XVII - SCHEDULE OF EXPENSE DISTIBUTION BY DEPARTMENT OR SERVICE FUNCTION
Human CLS Financial Description of Items Legal Resources Controller Support 912-13 Marketing & Advertising $ - $ - $ - $ - 920 Salaries and wages 1,029 2,370 3,120 712 921 Office Supplies and expenses 110 206 187 69 922 Administrative expenses transferred-credit - - - - 923 Outside services employed 327 1,130 1,230 184 924 Property insurance - - - - 925 Injuries and damages 13 11 - - 926 Employee pensions and benefits - 2 - - 928 Regulatory commission expense - - - - 929 Duplicate Charges-credit - - - - 930.1 General advertising expense - - - - 930.2 Miscellaneous general expenses 15 1 13 17 931 Rents - - 46 12 932 Maintenance of structures and equipment - - - - 403 Depreciation and amortization expense - 1,342 - - 408 Taxes other than income taxes - 10 - - 409 Income taxes - - - - 410 Provision for deferred income taxes - - - - 411 Provision for deferred income taxes-credit - - - - 411.5 Investment tax credit - - - - 426.1 Donations - - - 9 426.5 Other deductions - - - - 427 Interest on long-term debt - - - - 430 Interest on debt to associate companies - - - - 431 Other interest expense - - - - ------------------------------------------------------------- TOTAL EXPENSES $ 1,494 $ 5,072 $ 4,596 $ 1,003 ============================================================= Risk & Regulatory Procurement Facility & Real Description of Items Insurance Treasury Affairs & Supply Chain Estate Services 912-13 Marketing & Advertising $ - $ - $ - $ - $ - 920 Salaries and wages 731 1,314 2,043 1,856 694 921 Office Supplies and expenses 31 246 107 118 29 922 Administrative expenses transferred-credit - - - - - 923 Outside services employed 239 1,935 68 245 475 924 Property insurance (243) - - - - 925 Injuries and damages 851 - - - - 926 Employee pensions and benefits - - - - - 928 Regulatory commission expense - - - - - 929 Duplicate Charges-credit - - - - - 930.1 General advertising expense - - - - - 930.2 Miscellaneous general expenses (93) (9) 6 274 857 931 Rents - - 6 6 775 932 Maintenance of structures and equipment - - - - 300 403 Depreciation and amortization expense - - - 143 631 408 Taxes other than income taxes - - - - 375 409 Income taxes - - - - - 410 Provision for deferred income taxes - - - - - 411 Provision for deferred income taxes-credit - - - - - 411.5 Investment tax credit - - - - - 426.1 Donations - - - - 2 426.5 Other deductions - - - - 427 Interest on long-term debt - - - - 430 Interest on debt to associate companies - - - - 431 Other interest expense - - - - ---------------------------------------------------------------------- TOTAL EXPENSES $ 1,516 $ 3,486 $ 2,231 $ 2,642 $ 4,137 ======================================================================
-26- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE XVII - SCHEDULE OF EXPENSE DISTIBUTION BY DEPARTMENT OR SERVICE FUNCTION
Vehicle Security & Delivery Energy Enterprise Description of Items Management Doc Services LOB Support LOB Support LOB Support 912-13 Marketing & Advertising $ 2 $ - $ 2 $ 136 $ - 920 Salaries and wages 357 582 17,762 23,697 204 921 Office Supplies and expenses 17 326 1,511 2,129 1 922 Administrative expenses transferred-credit - - - - - 923 Outside services employed 5 985 2,238 3,914 - 924 Property insurance - - - - - 925 Injuries and damages - - - - - 926 Employee pensions and benefits - - - - - 928 Regulatory commission expense - - - - - 929 Duplicate Charges-credit - - - - - 930.1 General advertising expense - - 357 6 - 930.2 Miscellaneous general expenses 56 58 542 1,310 - 931 Rents 9 945 308 80 - 932 Maintenance of structures and equipment - - - - - 403 Depreciation and amortization expense 46 - 1,403 - - 408 Taxes other than income taxes - - 5 - - 409 Income taxes - - - - - 410 Provision for deferred income taxes - - - - - 411 Provision for deferred income taxes-credit - - - - - 411.5 Investment tax credit - - - - - 426.1 Donations - - 53 20 - 426.5 Other deductions - - - - - 427 Interest on long-term debt - - - - - 430 Interest on debt to associate companies - - - - - 431 Other interest expense - - - - - -------------------------------------------------------------------- TOTAL EXPENSES $ 492 $ 2,896 $ 24,182 $ 31,291 $ 204 ====================================================================
-27- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) DEPARTMENTAL ANALYSIS OF SALARIES - ACCOUNT 920
Departmental Salary Expense Number of Name of Department Included in Amounts Billed to Personnel Indicate each department Total Parent Other Non End of or service function. Amount Company Associates Associates Year Executive Management $ 2,819 $ 204 $ 2,614 $ - 8 Environmental & Safety 425 - 425 - 5 Corporate Communications 820 82 739 - 10 Information Systems 8,489 - 8,489 - 114 Customer Care 21,855 - 21,855 - 455 Corporate Secretary 315 32 283 - 1 Internal Audit 230 - 230 - 4 Legal 1,029 103 926 - 12 Human Resources 2,370 - 2,370 - 36 Controller 3,120 27 3,093 - 47 CLS Financial Support 712 - 712 - 3 Risk & Insurance 731 - 731 - 11 Treasury 1,314 94 1,220 - 15 Regulatory Affairs 2,043 - 2,043 - 19 Procurement & Supply Chain 1,856 - 1,856 - 23 Facility & Real Estate Services 694 - 694 - 11
-28- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) DEPARTMENTAL ANALYSIS OF SALARIES - ACCOUNT 920 (continued)
Departmental Salary Expense Number of Name of Department Included in Amounts Billed to Personnel Indicate each department Total Parent Other Non End of or service function. Amount Company Associates Associates Year Vehicle Management $ 357 $ - $ 357 $ - 6 Security & Document Services 582 - 582 - 12 Delivery LOB Support 17,762 - 17,762 - 239 Energy LOB Support 23,697 - 23,697 - 258 Enterprise LOB Support 204 - 204 - - Corporate 4,365 - 4,365 - - ------------- ------------- --------------- -------------- ------------ $ 95,788 $ 542 $ 95,246 $ - 1,289 ============= ============= =============== ============== ============
-29- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) OUTSIDE SERVICES EMPLOYED - ACCOUNT 923 INSTRUCTIONS: Provide a breakdown by subaccount of outside services employed. If the aggregate amounts paid to any one payee and included within one subaccount is less than $100,000, only the aggregate number and amount of all such payments included within the subaccount need be shown. Provide a subaccount for each type of service.
Relationship "A"=Associate From Whom Purchased Description "NA"=Nonassociate Amount Temporary Services: RANDSTAD Temporary Employment Services NA $1,176 INTEGRITY STAFFING SOLUTIONS Temporary Employment Services NA 1,170 AJILON Temporary Employment Services NA 907 GENESIS MICRO SOLUTIONS INC Temporary Employment Services NA 310 TR SYSTEMS INC IS Temporary Services NA 236 CAB TECHNOLOGIES INC IS Temporary Services NA 193 EDM SOLUTIONS INC Temporary Employment Services NA 191 RPM SYSTEMS IS Temporary Services NA 175 ACCOUNTEMPS Temporary Employment Services NA 160 THE SIEGFRIED GROUP LLP Temporary Employment Services NA 151 RHI CONSULTING Temporary Employment Services NA 131 MISCELLANEOUS NA 460 ----------- (22 ITEMS LESS THAN $100,000) TOTAL $5,259 ----------- Market Research Services: MISCELLANEOUS NA $130 ----------- (6 ITEMS LESS THAN $100,000) TOTAL $130 ----------- Maintenance Services: IBM GLOBAL SERVICES US Computer Consultants/Services NA $20,696 VISALIGN LLC Computer Consultants/Services NA 4,601 SUN MICROSYSTEMS Computer Consultants/Services NA 508 DORSET PROFESSIONAL SERVICES INC Computer Consultants/Services NA 336 IBM CORPORATION Computer Consultants/Services NA 242 NETWORK EQUIPMENT TECHNOLOGIES Communications Services NA 238 CORPORATE INTERIORS OF DELAWARE Consulting Services NA 238 STRATEGIC PRODUCT AND SERVICES Computer Consultants/Services NA 165 SIEMENS ENTERPRISE NETWORKS LLC Computer Consultants/Services NA 162 ASPLUNDH TREE EXPERT COMPANY Tree Trimming Services NA 102 TRICOMM SERVICES CORPORATION Computer Consultants/Services NA 100 MISCELLANEOUS NA 572 ----------- (39 ITEMS LESS THAN $100,000) TOTAL $27,959 ----------- Legal Services: PEPPER HAMILTON & SCHEETZ LLP Professional Legal Services NA $320 POTTER ANDERSON & CORROON Professional Legal Services NA 191 ARIA A KLEES Professional Legal Services NA 189 BLANK ROME COMISKY & MCCAULEY Professional Legal Services NA 142 DECHERT PRICE & RHOADS Professional Legal Services NA 105 MISCELLANEOUS NA 856 ----------- (53 ITEMS LESS THAN $100,000) TOTAL $1,804 -----------
-30- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) OUTSIDE SERVICES EMPLOYED - ACCOUNT 923 (Continued)
Relationship "A"=Associate From Whom Purchased Description "NA"=Nonassociate Amount Audit Services: PRICEWATERHOUSECOOPERS LLP Audit Services NA $374 MISCELLANEOUS 35 ------------ (1 ITEM LESS THAN $100,000) TOTAL $409 ------------ Internet Services: MISCELLANEOUS NA $ 72 ------------ (3 ITEMS LESS THAN $100,000) TOTAL $ 72 ------------ Advertising Services: ALFRED DESIGN Advertising Services NA $ 248 MISCELLANEOUS NA 65 ------------ (14 ITEMS LESS THAN $100,000) TOTAL $ 313 ------------ Training Services: MISCELLANEOUS NA $ 233 ------------ (30 ITEMS LESS THAN $100,000) TOTAL $ 233 ------------ Collection Services: NCO FINANCIAL SERVICES Collection Services NA $ 1,460 MISCELLANEOUS NA $ 542 ------------ (17 ITEMS LESS THAN $100,000) TOTAL $2,002 Other Services: FLK CONSULTING SERVICES Consulting Services NA $ 1,721 STANTON COMMUNICATIONS Communications Services NA 837 PROJECT SPECIALISTS Consulting Services NA 513 ARTHUR ANDERSEN LLP Consulting Services NA 510 BANK OF NEW YORK Treasury Services NA 485 UTILITY SYSTEMS SOLUTIONS Operations Consulting Services NA 463 AVAYA FINANCIAL SERVICES Consulting Services NA 448 VERIZON LOGISTICS INC Telecommunications Services NA 394 J R GETTIER & ASSOCIATES Security Services NA 376 BROOKS COURIER SERVICE INC Courier Services NA 350 INFO SYSTEMS INC Computer Consulting Services NA 338 TOWERS PERRIN Actuarial Services NA 313 THE VANGUARD GROUP Company stock & pension admin NA 276 MDSI-MOBILE DATA SOLUTIONS Software support services NA 252 PROTECTION TECHNOLOGY INC Computer Consulting Services NA 248
-31- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) OUTSIDE SERVICES EMPLOYED - ACCOUNT 923 (Continued)
Relationship "A"=Associate From Whom Purchased Description "NA"=Nonassociate Amount BUCK CONSULTANTS INC Consulting Services NA $243 LOGICAL BUSINESS SOLUTIONS Consulting Services NA 239 PBS Consulting, Inc. Consulting Services NA 237 SIEGFRIED SCHIEFFER & SEITZ Financial Consulting Services NA 218 FUTURTECH CONSULTING INC Computer Consulting Services NA 201 NETVERSANT OF PHILADELPHIA Telecommunications Services NA 197 AIRBORNE EXPRESS Courier Services NA 191 EDS CORPORATION Consulting Services NA 189 BEECHTREE ASSOCIATES INC Consulting Services NA 189 RR DONNELLEY FINANCIAL Financial Consulting Services NA 179 CONTRACT ENVIRONMENTS INC Consulting and Design Services NA 171 DLL SOLUTIONS INC Consulting Services NA 167 KPMG Financial Consulting Services NA 151 COVE CONSTRUCTION Office Renovation Services NA 135 TERENCE M ENNIS Consulting Services NA 122 E G MAHLER & ASSOCIATES INC Customer Service IT Outsourcing NA 121 FRANCIS J KITZINGER Consulting Services NA 120 SUNGARD RECOVERY SERVICES INC Disaster Recovery Support Services NA 120 INTEGREYTED CONSULTANTS INC Consulting Services NA 113 GARTNER GROUP Benchmarking Services NA 106 NEW YORK STOCK EXCHANGE Financial Services NA 105 MICROFAST LTD Data Warehousing Services NA 102 TWENTY FIRST CENTURY Answering Services NA 101 ADP INVESTOR COMMUNICATION SERVICES Shareholder Services NA 100 COMMONWEALTH RELOCATION SERVICES Relocation Services NA 100 MISCELLANEOUS 5,086 ----------- (473 ITEMS LESS THAN $100,000) TOTAL $16,527 ----------- GRAND TOTAL $54,707 ===========
-32- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) EMPLOYEE PENSIONS AND BENEFITS - ACCOUNT 926 INSTRUCTIONS: Provide a listing of each pension plan and benefit program provided by the service company. Such listing should be limited to $25,000.
Description Amount Pension $ (7,427) Medical 8,079 OPEB expenses 5,244 Supplemental Executive Retirement Plan 1,484 Life insurance 778 Dental 889 Vision 200 Savings & Thrift 2,049 Payroll tax expenses 6,916 Education Plan 246 Long-Term Disability 31 Service Awards 46 Employee Association 83 Workman's Compensation Insurance 850 Administration Fees 96 Wellness 93 Employee deductions (1,254) Other (171) ----------------- TOTAL $ 18,232 =================
-33- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) GENERAL ADVERTISING EXPENSES - ACCOUNT 930.1 INSTRUCTIONS: Provide a listing of the amount included in Account 930.1, "General Advertising Expenses", classifying the items according to the nature of the advertising and as defined in the account definition. If a particular class includes an amount in excess of $3,000 applicable to a single payee, show separately the name of the payee and the aggregate amount applicable thereto.
Description Name of Payee Amount Radio, TV & newspaper ads Aloysius Butler & Clark $ 279 Radio Ads Stanton Communications 88 Newspaper Ads National Advertising Placement 25 Newspaper Ads The News Journal Company 19 Sponsorship Delaware Tech & Comm College 5 Radio Ads WSCL-FM 3 Newspaper Ads Cape May Star & Wave 3 Ad Photography Lisa J Goodman Photography 3 Newspaper Ads Intelligence Press Inc 3 Miscellaneous 22 -------------- TOTAL $ 450 ==============
-34- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) MISCELLANEOUS GENERAL EXPENSES - ACCOUNT 930.2 INSTRUCTIONS: Provide a listing of the amount included in Account 930.2, "Miscellaneous General Expenses", classifying such expenses according to their nature. Payments and expenses permitted by Section 321(b) (2) of the Federal Election Campaign Act, as amended by Public Law 94-283 in 1976 (2 U.S.C. Section 441 (b) (2)) shall be separately classified.
Description Amount Material expenses $1,176 Conectiv Solutions activity 987 Building facilities work 866 Sponsorships/Associations 262 Process, Performance and Technology project 185 Small Tools and equipment 115 General liability claims 107 SAP maintenance costs 94 Employee expense reimbursement 85 Office moving costs 78 Office equipment, maintenance & software 49 Entertainment and meals 41 Contractor Consulting 31 Office supplies 30 Training expenses 29 Cellular phone expenses 24 Utilities expense 24 Logo items 21 Employee recognition awards 11 Travel and lodging 8 Florist items 6 Membership Dues 6 Subscriptions 4 Other Miscellaneous expenses 295 -------------- $4,534 ==============
-35- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) RENTS - ACCOUNT 931 INSTRUCTIONS: Provide a listing of the amount included in Account 931, "Rents", classifying such expenses by major groupings of property, as defined in the definition of the Uniform System of Accounts. Type of Property Amount Office Equipment and Computers $ 12,396 Office Rents 9,946 Vehicle Leases 119 Miscellaneous Rents 25 ----------- TOTAL $ 22,486 =========== -36- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) TAXES OTHER THAN INCOME TAXES - ACCOUNT 408 INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than Income Taxes". Separate the analysis into two groups: (1) other than U.S. Government taxes, and (2) U.S. Government taxes. Specify each of the various kinds of taxes and show the amounts thereof. Provide a subtotal for each class of tax. Kind of Tax Amount (1) Other Than U.S. Government Taxes City of Wilmington $ 15 Property Taxes 375 -------------- SUBTOTAL $ 390 (2) U.S. Government Taxes $ - SUBTOTAL $ - TOTAL $ 390 ==============
-37- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) DONATIONS - ACCOUNT 426.1 INSTRUCTIONS: Provide a listing of the amount included in Account 426.1, "Donations", classifying such expenses by its purpose. The aggregate number and amount of all items of less than $3,000 may be shown in lieu of details.
Name of Recipient Purpose of Donation Amount United Way Community Welfare $ 243 Good Neighbor Energy Fund Shareholder Fund Distribution 70 Kingswood Community Center Community Welfare 55 Shore Memorial Hospital Community Welfare 30 The Nature Conservancy Land protection efforts 25 Junior Achievement Community Welfare 22 Roman Catholic Diocese of Camden Community Welfare 20 Business/Public Education Council Community Welfare 15 University of Maryland Capital Campaign 15 Press of Atlantic City Community Welfare 14 March of Dimes Community Welfare 12 Delaware River & Bay Authority Community Welfare 10 National Conference for Community Community Welfare 10 New Jersey Conference of Mayors Community Welfare 10 Thurgood Marshall Scholarship Fund Scholarship Fund 10 Children & Families First Community Welfare 7 Swingin with a Star Charity Golf Tournament 7 Boys & Girls Clubs of Delaware Community Welfare 6 The Ministry of Caring, Inc. Community Welfare 6 Southern Jersey Chamber of Commerce Community Welfare 5 Beach Haven First Aid Squad Community Welfare 5 Conectiv Energy Victim Relief Fund Community Welfare 5 DVFA New York Heroe's Fund Community Welfare 5 Foundation for NJ Public Broadcasting Community Welfare 5 Jewish Community Center Community Welfare 5 Maryland State Firemen's Association Community Welfare 5 MSFA/FDNY Relief Fund Community Welfare 5 National Electrical Safety Foundation Community Welfare 5 Rutgers University Educational Fund 5 The ARC of Atlantic County Community Welfare 5 Thomas Barry Marine Community Welfare 5 New Jersey Shares Community Welfare 4 Partnership for Delaware Estuary Community Welfare 4 United Fund Community Welfare 4 American Heart Association Community Welfare 4 Ronald McDonald House of South NJ Community Welfare 3 Blood Bank of Delaware/Eastern Shore Community Welfare 3 Boy Scouts of America Community Welfare 3 Cecil County Arts Council Community Welfare 3 Conhanzick Zoological Society Community Welfare 3 Delaware Nature Society Community Welfare 3
-38- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) DONATIONS - ACCOUNT 426.1 INSTRUCTIONS: Provide a listing of the amount included in Account 426.1, "Donations", classifying such expenses by its purpose. The aggregate number and amount of all items of less than $3,000 may be shown in lieu of details.
Name of Recipient Purpose of Donation Amount Delaware State University Scholarship $ 3 Henry B DuPont Middle School Educational Fund 3 University of Delaware Educational Fund 3 The Richard Stockton College Educational Fund 3 United Cerebral Palsy of Delaware Community Welfare 3 Calvary Community Development Community Welfare 3 Cecil County Chamber of Commerce Community Welfare 3 Claymont Community Center Community Welfare 3 Cumberland Empowerment Zone Community Welfare 3 Delaware Foundation for Retarded Children Community Welfare 3 Eastern Shore Community College Educational Fund 3 Eric MacCluen Community Welfare 3 Fame, Inc Community Welfare 3 Friends of the Milton Public Library Community Welfare 3 Pinelands Preservation Land Protection Efforts 3 Other Miscellaneous Donations 117 --------------- TOTAL $ 835 ===============
-39- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) OTHER DEDUCTIONS - ACCOUNT 426.5 INSTRUCTIONS: Provide a listing of the amount included in Account 426.5, "Other Deductions", classifying such expenses according to their nature.
Description Name of Payee Amount Loss on Disposal of Customer Care software $ 1,715 Loss on disposal of IT assets 229 ------- TOTAL $ 1,944 =======
-40- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) SCHEDULE XVIII - NOTES TO STATEMENT OF INCOME INSTRUCTIONS: The space below is provided for important notes regarding the statement of income or any account thereof. Furnish particulars as to any significant increase in services rendered or expenses incurred during the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. See Notes to Financial Statements, Schedule XIV, pages 19-20 -41- CONECTIV RESOURCE PARTNERS, INC. Organization Chart Howard E. Cosgrove Chairman & CEO Thomas S. Shaw President & COO John C. van Roden, Jr. Senior Vice President & CFO Barbara S. Graham Senior Vice President & CIO Donald E. Cain Vice President John W. Land Vice President Phillip S. Reese Vice President & Treasurer Peter F. Clark Vice President, Secretary & General Counsel Diana C. DeAngelis Assistant Secretary Nina J. Clements Assistant Secretary James P. Lavin Controller -42- CONECTIV RESOURCE PARTNERS, INC Current Methods of Allocation Described below are the methods used to allocate costs of the Service Company to Client Companies which cannot practicably be direct charged.
Service Department or Function Basis of Allocation * ----------- --------------------- Executive Management Blended ratio Procurement & Supply Chain Material stock expense ratio Vehicle Resource Management Vehicle $ ratio Facilities Services Square footage ratio for office space and non-office space Document Services Employee ratio Real Estate Real estate investment ratio Security Labor $ ratio Insurance Administration Blended ratio Claims Administration Historical claims ratio Regulatory Affairs Utility cost ratio CLS Financial Support Blended ratio Property insurance and miscellaneous insurance coverage Asset cost ratio General liability insurance Labor $ ratio Directors and Officers insurance Asset cost ratio Cost of Benefits Employee ratio
* Definitions of ratios follows Methods of Allocation pages -43- CONECTIV RESOURCE PARTNERS, INC Current Methods of Allocation (continued)
Service Department or Function Basis of Allocation ----------- ------------------- Compensation and Benefits Services Employee ratio Personnel, Employment and Staffing Employee ratio Employee/Labor Relations Employee ratio Training and Management Development Employee ratio Performance Improvement Employee ratio Organizational Development Employee ratio Legal Services Actual legal direct labor charges of prior year Audit Services O&M ratio Management of Customer Care Number of customers ratio Special Billing Number of special bills ratio Corporate Marketing O&M ratio Voice Service Telephone ratio Data Management Storage ratio Operations Management CPU time ratio Applications Support End user ratio Desktop/Network Support End user ratio IS General Management and Administration Blended ratio
-44- CONECTIV RESOURCE PARTNERS, INC Current Methods of Allocation (continued)
Service Department or Function Basis of Allocation ----------- ------------------- Public Affairs O&M ratio Environmental & Safety Blended ratio Delivery Services T&D O&M ratio System Operations Services Kwh Output ratio Maintenance Services Kwh Output ratio Other Delivery Services T&D O&M ratio Energy Business Management and Administration O&M ratio Merchant Functions O&M ratio Supply Engineering and Support O&M ratio Fuel Supply Function Kwh generated ratio Enterprise Business Group Information Technology Services Actual Direct labor charges of group Enterprise Business Group Financial Analysis Services Number of financial analysts ratio Enterprise Business Group Call Center Number of call center representatives ratio Accounts Payable Accounting Services Number of checks issued ratio Payroll Accounting Services Number of employees paid ratio Asset & Project Accounting Services Asset system cost ratio All Other Financial Services O&M ratio
-45- Definition of Service Company Current Allocation Methods Ratio Title Ratio Description ----------- ----------------- Employee Ratio A ratio the numerator of which is the number of employees of a Client Company, the denominator of which is the number of employees in all Client Companies using the service. This ratio will be calculated quarterly. Square Footage Ratio office space A ratio the numerator of which is the number of square feet of office space occupied by a Client Company, the denominator of which is the total number of square feet of office space occupied by all Client Companies using the service. non-office space A ratio the numerator of which is the number of square feet of non-office space occupied by a Client Company, the denominator of which is the total number of square feet of non-office space occupied by all Client Companies using the service. Telephone Ratio A ratio the numerator of which is the number of telephones used by a Client Company, the denominator of which is the number of telephones used by all Client Companies using the service. CPU Time Ratio A ratio the numerator of which is the number of hours of CPU time used for a particular system application, the denominator of which is the total number of CPU hours used by all companies. Costs are allocated to Orders based on this ratio. That cost is then either included in the cost of other Service Company services or directly routed to the appropriate Client Company. End User Ratio A ratio the numerator of which is the number of users of computer systems within a Client Company, the denominator of which is the total number of users of computer systems within all Client Companies using the service. Labor $ Ratio A ratio the numerator of which is the amount of labor $ of a Client Company, the denominator of which is total labor $ for all Client Companies using the service. This ratio will be calculated monthly. Historical Claims Ratio A ratio the numerator of which is the total claims expense of a Client Company, the denominator of which is the total claims expense for all Client Companies using the service. -46- Asset Cost Ratio A ratio the numerator of which is the total cost of assets in a Client Company, the denominator of which is the total costs of assets for all Client Companies using the service. Assets are limited to plant, property and investments. O&M Ratio A ratio the numerator of which is the total direct (i.e., excludes charges allocated by the Service Company) operations and maintenance expense, excluding depreciation and fuel costs, of a Client Company, the denominator of which is total direct operations and maintenance expense, excluding depreciation and fuel costs, of all Client Companies using the service. Revenue Ratio A ratio the numerator of which is the total revenues of a Client Company, the denominator of which is the total number of customers for all the Client Companies using the service. Number of Customers Ratio A ratio the numerator of which is number of customers served by a Client Company, the denominator of which is the total number of customers for all Client Companies using the service. Number of Utility Customers Ratio A ratio the numerator of which is number of utility customers served by a Client Company, the denominator of which is the total number of utility customers for all Client Companies using the service. Nuclear Installed Capacity Ratio A ratio the numerator of which is the nuclear facility installed capacity of a Client Company, the denominator of which is the total nuclear facility installed capacity of all Client Companies using the service. Materials Stock Expense Ratio A ratio the numerator of which is the materials stock expense of a Client Company, the denominator of which is the total materials stock expense of all Client Companies using the service. Real Estate Investment A ratio the numerator of which is the cost of real estate leases and land and buildings owned by a Client Company, the denominator of which is the total cost of real estate leases and land and buildings for all Client Companies using the service. Number of Special Bills Ratio A ratio the numerator of which is the number of special bills issued for a Client Company, the denominator of which is the total number of special bills issued for all Client Companies. Utility Asset Cost Ratio A ratio the numerator of which is the total cost of utility assets in a Client Company, the denominator of which is the total costs of utility assets for all Client Companies using the service. -47- T&D O&M Ratio A ratio the numerator of which is the total direct (i.e., excludes charges allocated by the Service Company), operations and maintenance expense, excluding depreciation and fuel costs, of a Transmission and Distribution Client Company, the denominator of which is total direct operations and maintenance expense, excluding depreciation and fuel costs, of all Transmission and Distribution Client Companies. Kwh Generated Ratio A ratio the numerator of which is the number of kilowatt hours generated by a Client Company, the denominator of which is the total number of kilowatt hours generated by all Client Companies using the service. Kwh Output Ratio A ratio the numerator of which is the number of kilowatt hours purchased and generated by a Client Company, the denominator of which is the total number of kilowatt hours purchased and generated by all Client Companies using the service. Merchant Cost Ratio A ratio the numerator of which is the dollar amount of direct charges of the merchant function to a specific Client Company, the denominator of which is the total dollar amount of direct charges of the merchant function to all Client Companies using the service. Vehicle $ Ratio A ratio the numerator of which is the dollar amount of vehicle charges in a specific Client Company, the denominator of which is the total amount of vehicle charges in all Client Companies using the services. Blended Ratio A composite ratio which is comprised of an average of the Employee Ratio, the Labor $ Ratio, and the Asset Cost Ratio, for all Client Companies using the service. Number of Checks Issued Ratio A ratio the numerator of which is the number of checks issued for a Client Company, the denominator of which is the total number of checks issued for all Client Companies using the service. Number of Employees Paid Ratio A ratio the numerator of which is the number of employees paid for a Client Company, the denominator of which is the total number of employees paid for all Client Companies using the service. Asset System Cost Ratio A ratio the numerator of which is the total cost of assets for a Client Company on the asset & project system, the denominator of which is the total cost of assets for all Client Companies using the service on the asset & project system. -48- Data Storage Ratio A ratio the numerator of which is the gigabytes of data storage space used for a particular system application, the denominator of which is the total gigabytes of data storage space used for all system applications. Costs are allocated to Orders or Cost Centers based on this ratio. That cost is then either included in the cost of other Service Company services or directly routed to the appropriate Client Company. Number of Call Center Representatives A ratio the numerator of which is the number of dedicated call center representatives for a Client Company, the denominator of which is the total number of dedicated call center representatives for all Client Companies using the service. Number of Financial Analysts Ratio A ratio the numerator of which is the number of dedicated financial analysts for a Client Company, the denominator of which is the total number of financial analysts for all Client Companies using the service. -49- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 2001 (In Thousands) ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED
Allocation Total of Indirect Allocation Company Percent Interest * of Interest Delmarva Power & Light Company 43.7% $1,358 $1,358 Atlantic City Electric Company 30.4% 949 949 Conectiv Properties, Inc. 0.2% 6 6 Conectiv Energy Supply, Inc. 2.6% 82 82 Conectiv Operating Services Company 3.2% 101 101 Conectiv Delmarva Generation, Inc. 8.9% 276 276 Conectiv Atlantic Generation, LLC 1.3% 41 41 Conectiv Solutions LLC 0.7% 23 23 Conectiv Communications, Inc. 7.5% 233 233 Atlantic Southern Properties 0.2% 6 6 Thermal Energy Limited Partnership 0.7% 22 22 Conectiv Thermal Systems 0.6% 20 20 ---------- ----------- ------------ TOTAL 100.0% $3,117 $3,117 ========== =========== ============
* Reflects average BLENDED rate for the year. -50- ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC SIGNATURE CLAUSE Pursuant to the requirements of the Public Utility Holding Company Act of 1935 and the rules and regulations of the Securities and Exchange Commission issued thereunder, the undersigned company has duly caused this report to be signed on its behalf by the undersigned officer thereunto duly authorized. Conectiv Resource Partners, Inc. ------------------------------------- (Name of Reporting Company) By: /s/ James P. Lavin ------------------------------------- (Signature of Signing Officer) James P. Lavin, Controller ------------------------------------- (Printed Name and Title of Signing Officer) Date: April 15, 2002 -51- -----END PRIVACY-ENHANCED MESSAGE-----