-----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, TwpmdFQa/tXY1ntkxRx+nKo/rT8mUUyayTglFrXjSmwbPPQrBAHeisOAQiycNai/ FpeKEwrOyRi0X+yl6lT/Vw== 0001036050-00-000730.txt : 20000501 0001036050-00-000730.hdr.sgml : 20000501 ACCESSION NUMBER: 0001036050-00-000730 CONFORMED SUBMISSION TYPE: U-13-60 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000428 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: SEC FILE NUMBER: 049-00135 FILM NUMBER: 611631 BUSINESS ADDRESS: STREET 1: 800 KING STREET 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 1999 FORM U-13-60 FOR CONECTIV Form U-13-60 Mutual and Subsidiary Service Companies ANNUAL REPORT For the Period Beginning January 1, 1999 and Ending December 31, 1999 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 coupe 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 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 30-33 Employee Pensions and Benefits Account 926 34 General Advertising Expenses Account 930.1 35 Miscellaneous General Expenses Account 930.2 36 Rents Account 931 37 Taxes Other Than Income Taxes Account 408 38 Donations Account 426.1 39-40 Other Deductions Account 426.5 41 Notes to Statement of Income Schedule XVIII 42 LISTING OF INSTRUCTIONAL FILING REQUIREMENTS Description of Reports or Statements ORGANIZATION CHART 43 METHODS OF ALLOCATION 44-50 ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED 51 SIGNATURE 52 -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 1999 1998 (In Thousands) SERVICE COMPANY PROPERTY 101 Service Company Property (Schedule II) $ 84,119 $ 11,774 107 Construction work in progress (Schedule II) - 379 ------------------- Total Property $ 84,119 $ 12,153 -------------------- 108 Less accumulated provision for depreciation and amortization of service company property (Schedule III) $ 6,537 $ 611 -------------------- Net Service Company Property $ 77,582 $ 11,542 -------------------- INVESTMENTS 121 Nonutility Property $ 8,286 $ 5,796 123 Investments in associate companies (Schedule IV) - - 124 Other investments (Schedule IV) - - -------------------- Total Investments $ 8,286 $ 5,796 -------------------- CURRENT AND ACCRUED ASSETS 131 Cash 2 1 134 Special deposits - - 135 Working funds 46 87 136 Temporary cash investments (Schedule IV) - - 141 Notes receivable - - 143 Accounts receivable 26 - 144 Accumulated provision for uncollectible accounts - - 146 Accounts receivable from associate companies (Schedule V and XIV) 38,851 34,486 152 Fuel stock expenses undistributed (Schedule VI) - - 154 Materials and supplies - - 163 Stores expense undistributed (Schedule VII) - - 165 Prepayments 1,193 930 174 Miscellaneous current and accrued assets - - -------------------- Total Current and Accrued Assets $ 40,118 $ 35,504 -------------------- DEFERRED DEBITS 181 Unamortized debt expense - - 183 Preliminary Survey and Investigation - 22 184 Clearing accounts 50 127 186 Miscellaneous deferred debits (Schedule IX) (111) 7 188 Research, development, or demonstration expenditures (Schedule X) - - 190 Accumulated deferred income taxes - - -------------------- Total Deferred Debits $ (61) $ 156 -------------------- TOTAL ASSETS AND OTHER DEBITS $125,925 $ 52,998 -------------------
-4- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. SCHEDULE I - COMPARATIVE BALANCE SHEET
As of Account Assets and Other Debits December 31 Current Prior 1999 1998 (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) (131) (26) ------------------------ Total Proprietary Capital $ (130) $ (25) ------------------------ LONG - TERM DEBT 223 Advances from associate companies $ - $ - 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 $ 10 $ (7) 231 Notes payable - - 232 Accounts payable 15,355 7,501 233 Notes payable to associate companies (Schedule XIII and XIV) 84,654 37,327 234 Accounts payable to associate companies (Schedule XIII and XIV) - - 236 Taxes accrued (4,667) (1,123) 237 Interest accrued 267 94 238 Dividends declared - - 241 Tax collections payable (102) 1,323 242 Miscellaneous current and accrued liabilities (Schedule XIII) 20,311 6,560 ------------------------ Total Current and Accrued Liabilities $115,828 $51,675 ------------------------ DEFERRED CREDITS 253 Other deferred credits $ 37 $ 3 254 Other regulatory liabilities 2,496 - 255 Accumulated deferred investment tax credits - - ------------------------ Total Deferred Credits $ 2,533 $ 3 ------------------------ ACCUMULATED DEFERRED INCOME TAXES 282 Accumulated deferred income taxes-Other Property $ 6,137 $ - 283 Accumulated deferred income taxes-Other 1,557 1,345 ------------------------ Total Accumulated Deferred Income Taxes $ 7,694 $ 1,345 ------------------------ TOTAL LIABILITIES AND PROPRIETARY CAPITAL $125,925 $52,998 ========================
-5- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 8,250 16,317 (9,909) - 14,658 304 Land and Land Rights - - - - - 305 Structures and Improvements - 14,262 - - 14,262 306 Leasehold Improvements - - - - 307 Equipment(2) 3,524 45,837 - - 49,361 308 Office Furniture and Equipment - 5,838 - - 5,838 309 Automobiles, Other Vehicles and Related Garage Equipment - - - - - 310 Aircraft and Airport Equipment - - - - - 311 Other Service Company Property(3) - - - - - -------------------------------------------------------------------------------- SUBTOTAL $ 11,774 $ 82,254 $ (9,909) $ - $ 84,119 107 Construction Work in progress (4) 379 (379) - - - --------------------------------------------------------------------------------- TOTAL $ 12,153 $ 81,875 $ (9,909) $ - $ 84,119 =================================================================================
(1) Provide an explanation of those changes considered material: -6- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 $ 37,285 $ 40,809 Computer Software 8,132 8,132 Typewriters, Calculators, Copiers, & Duplicating - - Office Services Printing and Stationary Equipment - - Cafeteria & Kitchen Equipment 420 420 ---------------------------- TOTAL $ 45,837 $ 49,361 ============================
(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, 1999 (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 441 2,929 (1,268) - 2,102 304 Land and Land Rights - - - - - 305 Structures and Improvements - 156 - - 156 306 Leasehold Improvements - - - - - 307 Equipment(2) 170 4,028 - - 4,198 308 Office Furniture and Equipment - 81 - - 81 309 Automobiles, Other Vehicles and Related Garage Equipment - - - - - 310 Aircraft and Airport Equipment - - - - - 311 Other Service Company Property - - - - - -------------------------------------------------------------------------------- TOTAL $ 611 $ 7,194 $ (1,268) $ - $ 6,537 ================================================================================
(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, 1999 (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 - - -------------------------------------- TOTAL $ - $ - ======================================
-9- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 accomodation 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 Christiana Capital Management $ 122 $ - DCI I, Inc. 34 - DCI II, Inc. - 28 Conectiv Operating Services Company 29 2,427 DCTC-Burney, Inc. - 12 Delmarva Power & Light 12,001 18,040 Atlantic City Electric 8,771 11,902 Delmarva Capital Investments 40 378 Conectiv Energy Supply, Inc. 198 1,663 Atlantic Energy Enterprises, Inc. 451 - Enertech Capital Partners, LP 18 - Delmarva Services Company 8 4 Power Consulting Group, Inc. 182 - Conectiv Solutions LLC 7,200 887 Conectiv Communications, Inc. 3,835 2,424 Conectiv Services, Inc. 1,643 1,004 Petron Oil Corporation 26 - Conectiv Plumbing, LLC 48 - Conectiv Holding Company (120) 45 ATE Investments, Inc. - 322 Atlantic Southern Properties - 54 Atlantic Generation, Inc. - 89 Conectiv Energy, Inc. - (3,754) Conectiv Thermal Systems - 125 Enerval, LLC - 2,576 Atlantic Jersey Thermal Systems Inc. - 1 Thermal Energy Limited Partnership - 617 King Street Assurance Ltd. - 7 ------------ ------------ TOTAL RECEIVABLES $ 34,486 $ 38,851 ============ ============ Total Payments Analysis of Convenience or Accomodation Payments: $ - ------------ TOTAL PAYMENTS $ - ============
-10- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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, 1999 (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, 1999 (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, 1999 (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 Suspense-Procurement $ 9 $ (135) Exp in connection with Mgmt Life Insurance Program (2) (2) Other - 26 ------------------------------------------- TOTAL $ 7 $ (111) ===========================================
-14- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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, 1999 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 $ (26) $ (105) $ - $ (131) ------------------------------------------------------------------------- TOTAL $ (26) $ (105) $ - $ (131) =========================================================================
-16- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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, 1999 (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.
Description Beginning Close ----------- of Year of Year Account 233 - Notes Payable to Associate Companies Conectiv Money Pool $ 12,327 $ 84,654 Conectiv Holding Company $ 25,000 $ - ------------------------------------------ TOTAL $ 37,327 $ 84,654 ========================================== Account 234 - Accounts Payable to Associate Companies $ - $ - - - ------------------------------------------ TOTAL $ - $ - ========================================== Account 242 - Miscellaneous Current and Accrued Liabilities General Liability Insurance $ 314 $ 55 Life Insurance 120 - Health Claims Reserve - 1,355 Severance - 5,129 Pension - 4,295 Deferred Compensation 5,834 8,479 Deferred Savings and Thrift 292 968 Other - 30 ------------------------------------------ TOTAL $ 6,560 $ 20,311 ==========================================
-18- ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC. For the Year Ended December 31, 1999 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 of 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 and 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, 1999 had a projected benefit obligation of $673.1 million and trust fund assets with a fair value of $1,017.8 million, resulting in an over-funded status of $344.7 million of which $35.0 million was reflected on Conectiv's Consolidated December 31, 1999 Balance Sheet. During 1999, CRP was billed by associated Conectiv subsidiaries for $4.3 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, 1999 had a projected benefit obligation of $194.0 million and trust fund assets with a fair value of $120.1 million, resulting in an under-funded status of $73.9 million. Due to an unrecognized actuarial gain, a liability of $96.4 million was reflected on Conectiv's Consolidated December 31, 1999 Balance Sheet. During 1999, CRP was billed by associated Conectiv subsidiaries for $2.5 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 $1.8 million in 1999. 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, 1999 and 1998 (In Thousands) SCHEDULE XV - COMPARATIVE STATEMENT OF INCOME
Current Prior Year Year Account Description 1999 1998 INCOME 457 Services rendered to associate companies $ 253,927 $ 136,562 458 Services rendered to nonassociate companies - - 421 Miscellaneous income or loss - - ------------------------------------ TOTAL INCOME $ 253,927 $ 136,562 ==================================== EXPENSE 912-13 Marketing & Advertising $ 288 $ 273 920 Salaries and wages 92,785 46,578 921 Office Supplies and expenses 18,871 8,157 922 Administrative expenses transferred-credit - - 923 Outside services employed 65,985 28,803 924 Property insurance 1,261 - 925 Injuries and damages 1,429 574 926 Employee pensions and benefits 26,809 18,608 928 Regulatory commission expense - - 929 Duplicate charges-credit (4,153) (246) 930.1 General advertising expense 145 755 930.2 Miscellaneous general expenses 9,935 18,114 931 Rents 28,187 13,517 932 Maintenance of structures and equipment - - 403 Depreciation and amortization expense 7,194 611 408 Taxes other than income taxes 202 14 409 Income taxes (6,245) (1,319) 410 Provision for deferred income taxes 6,350 1,345 411 Provision for deferred income taxes-credit - - 411.5 Investment tax credit - - 426.1 Donations 1,201 49 426.5 Other deductions - - 427 Interest on long-term debt - - 430 Interest on debt to associate companies 3,788 755 431 Other interest expense ----------------------------------- TOTAL EXPENSES $ 254,032 $ 136,588 ----------------------------------- NET INCOME OR (LOSS) $ (105) $ (26) ===================================
-21- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 $ 60,945 $ 76,917 $ 2,080 $ 139,942 Atlantic City Electric Company 30,383 47,530 1,322 79,235 Delmarva Capital Investments 104 204 2 310 Conectiv Energy Supply, Inc. 576 532 - 1,108 DCTC-Burney, Inc. 84 - - 84 Petron Oil 33 55 - 88 Conectiv Operating Services Co. 221 328 - 549 Delmarva Services Company - 20 4 24 Conectiv Services, Inc. 1,599 2,716 48 4,363 Power Consulting Group, Inc. 173 - - 173 Conectiv Energy, Inc. 296 - - 296 Conectiv Solutions LLC 3,928 5,446 68 9,442 Conectiv Communications, Inc. 7,546 7,380 221 15,147 Atlantic Southern Properties 9 100 4 113 Atlantic Generation, Inc. 307 179 - 486 ATE Investment, Inc. 35 6 - 41 King Street Assurance LTD 6 - - 6 Enerval, LLC 510 42 - 552 Thermal Energy Limited Partnership 96 - - 96 Atlantic Jersey Thermal Systems Inc. 1 - - 1 Conectiv Thermal Systems 384 841 39 1,264 Conectiv Holding Company, Inc. 1 606 - 607 ---------- ---------- ----------- ----------- TOTAL $ 107,237 $ 142,902 $ 3,788 $ 253,927 ========== ========== =========== ===========
-22- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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, 1999 (In Thousands) SCHEDULE XVI - ANALYSIS OF CHARGES FOR SERVICES ASSOCIATE AND NONASSOCIATE COMPANIES
Associate Nonassociate Company Charges Company Charges Direct Indirect Direct Indirect Direct Description of Items Costs Costs Total Costs Costs Total Costs 912-13 Marketing & Advertising $ - $ 288 $ 288 $ - $ - $ - $ - 920 Salaries and wages 66,487 26,298 92,785 - - - 66,487 921 Office Supplies and expenses 7,507 11,364 18,871 - - - 7,507 922 Administrative expenses transferred-credit - - - - - - - 923 Outside services employed 13,941 52,044 65,985 - - - 13,941 924 Property insurance - 1,261 1,261 - - - - 925 Injuries and damages - 1,429 1,429 - - - - 926 Employee pensions and benefits 12,868 13,941 26,809 - - - 12,868 928 Regulatory commission expense - - - - - - - 929 Duplicate charges-credit - (4,153) (4,153) - 930.1 General advertising expense - 145 145 - - - - 930.2 Miscellaneous general expenses 6,434 3,501 9,935 - - - 6,434 931 Rents - 28,187 28,187 - - - - 932 Maintenance of structures and equipment - - - - - - - 403 Depreciation and amortization expense - 7,194 7,194 - - - - 408 Taxes other than income taxes - 202 202 - - - - 409 Income taxes - (6,350) (6,350) - - - - 410 Provision for deferred income taxes - 6,350 6,350 - - - - 411 Provision for deferred income taxes-credit - - - - - - - 411.5 Investment tax credit - - - - - - - 426.1 Donations - 1,201 1,201 - - - - 426.5 Other deductions - - - - - - - 427 Interest on long-term debt - - - - - - - 431 Other interest expense - - - - - - - --------------------------------------------------------------------------- TOTAL EXPENSES $ 107,237 $ 142,902 $250,139 $ - $ - $ - $107,237 =========================================================================== Compensation for Use of Equity Capital 430 Interest on debt to associate companies 3,788 - - - $ - ------------------------------------------------- TOTAL COST OF SERVICES $253,927 $ - $ - $ - $107,237 ================================================= Total Charges for Service Indirect Costs Total 912-13 Marketing & Advertising $ 288 $ 288 920 Salaries and wages 26,298 92,785 921 Office Supplies and expenses 11,364 18,871 922 Administrative expenses transferred-credit - - 923 Outside services employed 52,044 65,985 924 Property insurance 1,261 1,261 925 Injuries and damages 1,429 1,429 926 Employee pensions and benefits 13,941 26,809 928 Regulatory commission expense - - 929 Duplicate charges-credit (4,153) (4,153) 930.1 General advertising expense 145 145 930.2 Miscellaneous general expenses 3,501 9,935 931 Rents 28,187 28,187 932 Maintenance of structures and equipment - - 403 Depreciation and amortization expense 7,194 7,194 408 Taxes other than income taxes 202 202 409 Income taxes (6,350) (6,350) 410 Provision for deferred income taxes 6,350 6,350 411 Provision for deferred income taxes-credit - - 411.5 Investment tax credit - - 426.1 Donations 1,201 1,201 426.5 Other deductions - - 427 Interest on long-term debt - - 431 Other interest expense - - ---------------------------- TOTAL EXPENSES $ 142,902 $ 250,139 ============================ Compensation for Use of Equity Capital 430 Interest on debt to associate companies 3,788 3,788 ---------------------------- TOTAL COST OF SERVICES $ 146,690 $ 253,927 ============================
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, 1999 (In Thousands) SCHEDULE XVII - SCHEDULE OF EXPENSE DISTRIBUTION BY DEPARTMENT OR SERVICE FUNCTION
Total Executive Environmental Corporate SAP Description of Items Amount Overhead Management & Safety Communications Services 912-13 Marketing & Advertising $ 288 $ - $ - $ - $ 1 $ - 920 Salaries and wages 92,785 1,620 2,789 1,786 630 1,530 921 Office Supplies and expenses 18,871 (6) 358 152 922 1,216 922 Administrative expenses transferred-credit - 923 Outside services employed 65,985 28 1,308 157 1,472 2,266 924 Property insurance 1,261 925 Injuries and damages 1,429 926 Employee pensions and benefits 26,809 26,544 928 Regulatory commission expense - 929 Duplicate Charges-credit (4,153) (1) 930.1 General advertising expense 145 1 135 930.2 Miscellaneous general expenses 9,935 75 67 48 56 40 931 Rents 28,187 4 21 3 12 3,564 932 Maintenance of structures and equipment - 403 Depreciation and amortization expense 7,194 408 Taxes other than income taxes 202 409 Income taxes (6,245) (6,245) 410 Provision for deferred income taxes 6,350 6,350 411 Provision for deferred income taxes-credit - 411.5 Investment tax credit - 426.1 Donations 1,201 (2) 4 6 1,168 426.5 Other deductions - 427 Interest on long-term debt - 430 Interest on debt to associate companies 3,788 2,524 431 Other interest expense - ----------------------------------------------------------------------------- TOTAL EXPENSES $ 254,032 $30,893 $ 4,547 $ 2,151 $ 4,396 $ 8,616 ============================================================================= Information Customer Corporate Services Marketing Service Secretary 912-13 Marketing & Advertising $ - $ 133 $ 1 $ - 920 Salaries and wages 7,804 1,403 17,273 170 921 Office Supplies and expenses 6,160 207 2,696 156 922 Administrative expenses transferred-credit 923 Outside services employed 24,588 10,022 7,202 435 924 Property insurance 925 Injuries and damages 926 Employee pensions and benefits 928 Regulatory commission expense 929 Duplicate Charges-credit (2,180) (1,698) 930.1 General advertising expense 6 930.2 Miscellaneous general expenses 2,313 536 4,650 4 931 Rents 11,001 3 1,862 932 Maintenance of structures and equipment 403 Depreciation and amortization expense 2,965 1,355 408 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 2 5 426.5 Other deductions 427 Interest on long-term debt 430 Interest on debt to associate companies 489 95 431 Other interest expense -------------------------------------------------------- TOTAL EXPENSES $ 53,140 $ 12,306 $ 33,447 $ 765 ========================================================
-25- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (In Thousands) SCHEDULE XVII - SCHEDULE OF EXPENSE DISTRIBUTION BY DEPARTMENT OR SERVICE FUNCTION
Internal Human Description of Items Audit Legal Resources Controller Planning 912-13 Marketing & Advertising $ - $ - $ 2 $ - $ - 920 Salaries and wages 402 1,185 4,325 2,469 1,232 921 Office Supplies and expenses 15 112 581 71 110 922 Administrative expenses transferred-credit 923 Outside services employed 67 210 4,565 533 2,223 924 Property insurance 925 Injuries and damages 10 9 926 Employee pensions and benefits 260 928 Regulatory commission expense 929 Duplicate Charges-credit (17) 930.1 General advertising expense 2 930.2 Miscellaneous general expenses 10 2 411 (16) 11 931 Rents 5 188 6 932 Maintenance of structures and equipment 403 Depreciation and amortization expense 837 408 Taxes other than income taxes 21 409 Income taxes 410 Provision for deferred income taxes 411 Provision for deferred income taxes-credit 411.5 Investment tax credit 426.1 Donations 1 1 426.5 Other deductions 427 Interest on long-term debt 430 Interest on debt to associate companies 184 431 Other interest expense --------------------------------------------------------------- TOTAL EXPENSES $ 499 $ 1,502 $ 11,386 $ 3,064 $ 3,576 =============================================================== Risk & Description of Items Finance Tax Insurance Treasury Regulatory 912-13 Marketing & Advertising $ - $ - $ - $ - $ - 920 Salaries and wages 1,096 525 634 1,115 1,589 921 Office Supplies and expenses 81 97 24 108 29 922 Administrative expenses transferred-credit 923 Outside services employed 61 621 8 1,546 26 924 Property insurance 1,261 925 Injuries and damages 1,410 926 Employee pensions and benefits 928 Regulatory commission expense 929 Duplicate Charges-credit 930.1 General advertising expense 930.2 Miscellaneous general expenses 4 (4) 2 13 9 931 Rents 18 61 2 5 932 Maintenance of structures and equipment 403 Depreciation and amortization expense 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 426.5 Other deductions 427 Interest on long-term debt 430 Interest on debt to associate companies 431 Other interest expense ---------------------------------------------------------------- TOTAL EXPENSES $ 1,260 $ 1,300 $ 3,339 $ 2,784 $ 1,658 ================================================================
-26- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (In Thousands) SCHEDULE XVII - SCHEDULE OF EXPENSE DISTRIBUTION BY DEPARTMENT OR SERVICE FUNCTION
Procurement Facility Real Vehicle Description of Items & Supply Chain Services Estate Management Security 912-13 Marketing & Advertising $ - $ - $ - $ - $ - 920 Salaries and wages 1,448 415 396 319 107 921 Office Supplies and expenses 115 26 5 27 7 922 Administrative expenses transferred-credit 923 Outside services employed 2,349 201 2 43 336 924 Property insurance 925 Injuries and damages 926 Employee pensions and benefits 1 928 Regulatory commission expense 929 Duplicate Charges-credit (19) (1) 930.1 General advertising expense 930.2 Miscellaneous general expenses 503 113 8 78 6 931 Rents 10,924 2 7 932 Maintenance of structures and equipment 403 Depreciation and amortization expense 215 35 408 Taxes other than income taxes 173 409 Income taxes 410 Provision for deferred income taxes 411 Provision for deferred income taxes-credit 411.5 Investment tax credit 426.1 Donations 426.5 Other deductions 427 Interest on long-term debt 430 Interest on debt to associate companies 255 5 431 Other interest expense --------------------------------------------------------------------- TOTAL EXPENSES $ 4,415 $ 12,304 $ 412 $ 514 $ 456 ===================================================================== Document Delivery Supply Enterprises Description of Items Services Services Services Service 912-13 Marketing & Advertising $ - $ 2 $ 146 $ 3 920 Salaries and wages 559 14,075 22,521 3,368 921 Office Supplies and expenses 3,613 410 1,136 443 922 Administrative expenses transferred-credit 923 Outside services employed 2,367 1,514 1,308 527 924 Property insurance 925 Injuries and damages 926 Employee pensions and benefits 4 928 Regulatory commission expense 929 Duplicate Charges-credit (21) (216) 930.1 General advertising expense 1 930.2 Miscellaneous general expenses 130 264 546 56 931 Rents 228 104 63 104 932 Maintenance of structures and equipment 403 Depreciation and amortization expense 1,552 222 13 408 Taxes other than income taxes 6 2 409 Income taxes 410 Provision for deferred income taxes 411 Provision for deferred income taxes-credit 411.5 Investment tax credit 426.1 Donations 3 11 2 426.5 Other deductions 427 Interest on long-term debt 430 Interest on debt to associate companies 186 38 12 431 Other interest expense --------------------------------------------------------- TOTAL EXPENSES $ 6,897 $ 18,099 $ 25,777 $ 4,529 =========================================================
-27- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 $ 2,789 $ 109 $ 2,680 $ - 12 Environmental & Safety 1,786 - 1,786 - 13 Corporate Communications 630 - 630 - 15 SAP Applications 1,530 - 1,530 - 30 Information Systems 7,804 - 7,804 - 103 Marketing 1,403 - 1,403 - 18 Customer Services 17,273 - 17,273 - 385 Corporate Secretary 170 - 170 - 1 Internal Audit 402 - 402 - 6 Legal 1,185 119 1,066 - 14 Human Resources 4,325 - 4,325 - 56 Controller 2,469 26 2,443 - 39 Planning 1,232 56 1,176 - 9 Finance 1,096 - 1,096 - 10 Tax 525 - 525 - 9 Risk & Insurance 634 - 634 - 13 Treasury 1,115 63 1,052 - 12 Regulatory 1,589 - 1,589 - 21 Procurement & Supply Chain 1,448 - 1,448 - 29 Facility Services 415 - 415 - 8
-28- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 Real Estate $ 396 $ - $ 396 $ - 10 Vehicle Management 319 - 319 - 5 Security 107 - 107 - 3 Document Services 559 - 559 - 13 Delivery Shared Services 14,075 - 14,075 - 201 Supply Shared Services 22,521 - 22,521 - 287 Enterprises Shared Services 3,368 - 3,368 - 74 Corporate 1,620 - 1,620 - - -------- ------- -------- ------ ------ $ 92,785 $ 373 $ 92,412 $ - 1,396 ======== ======= ======== ====== ======
-29- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 Recruiting Services "A"=Associate From Whom Purchased Description "NA"=Nonassociate Amount Temporary Services: INTEGRITY STAFFING SOLUTIONS Temporary Employment Services NA $ 915 JOULE TEMPORATIES INC. Collection Services NA 901 MANPOWER TEMPORARY SERVICES Temporary Employment Services NA 860 THE CALDWELL GROUP Temporary Employment Services NA 823 PLACERS TEMPS Market Research Consultants NA 542 MAXIM GROUP Market Research Consultants NA 378 RHI CONSULTING Temporary Employment Services NA 224 ACCOUNTEMPS Temporary Employment Services NA 146 MISCELLANEOUS NA 193 ------- (5 ITEMS LESS THAN $100,000) TOTAL $4,982 ------- Market Research Services: MARKET STRATEGIES INC Market Research Consultants NA $ 216 MISCELLANEOUS NA 498 ------- (11 ITEMS LESS THAN $100,000) TOTAL $ 714 ------- Maintenance Services: FORTE SYSTEMS, INC. Computer Consultants/Services NA $4,635 XEROX BUSINESS SERVICES Copier Services NA 949 SUN MICROSYSTEMS INC Computer Consultants/Services NA 717 DORSET PROFESSIONAL SERVICES INC Computer Consultants/Services NA 598 IBM CORPORATION Computer Consultants/Services NA 465 WILTEL Computer Consultants/Services NA 98 CORPORATE INTERIORS OF DELAWARE INC Consulting Services NA 110 GTE COMMUNICATIONS Communications Services NA 559 HITACHI DATA SYSTEMS Computer Consultants/Services NA 3,145 LUCENT TECHNOLOGIES INC Communications Services NA 278 NETWORK EQUIPMENT TECHNOLOGIES INC Communications Services NA 319 SIEMENS INFORMATION & TECH Computer Consultants/Services NA 284 VANTIVE CORPORATION Computer Consultants/Services NA 175 NUCLEUS CORPORATION Computer Consultants/Services NA 219 BANCBOSTON LEASING, INC. Consulting Services NA 127 COMPAQ Computer Consultants/Services NA 107 NEW ENERGY ASSOCIATES LLC Consulting Services NA 169 DECISIONONE Computer Consultants/Services NA 15 MISCELLANEOUS NA 678 ------- (56 ITEMS LESS THAN $100,000) TOTAL $13,647 -------
-30- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (In Thousands) OUTSIDE SERVICES EMPLOYED - ACCOUNT 923 (Continued)
Relationship "A"=Associate From Whom Purchased Description "NA"=Nonassociate Amount Legal Services: THE WALLACE LAW REGISTRY Legal Temporary Services NA $ 12 BOOZ ALLEN & HAMILTON Professional Legal Services NA 518 SKADDEN ARPS SLATE MEAGEHER & FLOM Professional Legal Services NA 983 KLETT LIEBER ROONEY & SCHORLING Professional Legal Services NA 106 LEBOEUF, LAMB, GREENE & MACRAE Professional Legal Services NA 286 PEPPER HAMILTON & SCHEETZ Professional Legal Services NA 238 POTTER ANDERSON & CORROON Professional Legal Services NA 620 THELEN REID & PRIEST LLP Professional Legal Services NA 191 MISCELLANEOUS NA 533 -------- (18 ITEMS LESS THAN $100,000) TOTAL $ 3,487 -------- Audit Services: PRICEWATERHOUSECOOPERS LLP Audit Services NA $ 266 -------- TOTAL $ 266 -------- Internet Services: STANTON COMMUNICATIONS Communications Services NA $ 823 MISCELLANEOUS NA 54 -------- (3 ITEMS LESS THAN $100,000) TOTAL $ 877 -------- Advertising Services: GILLESPIE INC Advertising Services NA $ 5,875 HARTING GRAPHICS LTD Graphics Design Services NA 299 MISCELLANEOUS NA 132 -------- (2 ITEMS LESS THAN $100,000) TOTAL $ 6,306 -------- Training Services: RWD TECHNOLOGIES INC. Training Services NA $ 388 MISCELLANEOUS NA 314 -------- (13 ITEMS LESS THAN $100,000) TOTAL $ 702 -------- Other Services: DELOITTE & TOUCHE LLP Operations & Computer Consulting NA $ 8,758 FLK CONSULTING SERVICES Consulting Services NA 1,719 NAVIGANT CONSULTING GROUP Consulting Services NA 1,326 LOCHRIDGE & COMPANY Market Research Services NA 1,230 ERNST & YOUNG LLP Management Consulting Services NA 1,105 UTILITY SYSTEMS SOLUTIONS Operations Consulting Services NA 976
-31- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (In Thousands) OUTSIDE SERVICES EMPLOYED - ACCOUNT 923 (Continued)
Relationship "A"=Associate From Whom Purchased Description "NA"=Nonassociate Amount SAP AMERICA INC Computer Consulting Services NA 935 DMR CONSULTING Consulting Services NA 755 INTERNATIONAL NETWORK SERVICES Consulting Services NA 653 ACSYS Recruiting Services NA 641 THE BANK OF NEW YORK Treasury Services NA 622 CREDIT SUISSE FIRST BOSTON Consulting Services NA 611 AUXIS INC Consulting Services NA 585 GTE COMMUNICATIONS Communications Services NA 559 NCO FINANCIAL SYSTEM INC Collection Services NA 492 FUTURTECH CONSULTING INC Computer Consulting Services NA 453 BROOKS COURIER SERVICE INC Courier Services NA 429 THE BLACKSTONE GROUP LP Financial Consulting Services NA 426 BAIN & COMPANY INC Financial Consulting Services NA 422 ORACLE CORPORATION Computer Consulting Services NA 419 COMDISCO DISASTER RECOVERY Disaster Recovery Services NA 405 GARY GASPER HR Staffing Services NA 391 TOWERS PERRIN Actuarial Services NA 381 OXFORD GLOBAL RESOURCESINC Consulting Services NA 361 GENESIS MICRO SOLUTIONSINC Consulting Services NA 351 BELL & HOWELL ACCEPTANCE CORP Consulting Services NA 334 THE SIEGFRIED GROUP LLP Financial Consulting Services NA 333 FOUR STAR ASSOC INC Consulting Services NA 331 PBS CONSULTING, INC. Consulting Services NA 319 PROTECTION TECHNOLOGY, INC. Computer Consulting Services NA 317 TR SYSTEMS INC Consulting Services NA 284 CAB TECHNOLOGIES INC Consulting Services NA 266 INFO SYSTEMS INC Computer Consulting Services NA 245 INTERNATIONAL THOUGHT LEADERSHIP CN Consulting Services NA 242 LOGICAL BUSINESS SOLUTIONS Consulting Services NA 239 AIRBORNE EXPRESS Courier Services NA 219 COMPUTER PEOPLE INC Computer Consulting Services NA 204 AJILON Computer Consulting Services NA 183 WEFA INC Consulting Services NA 177 RELIABLE TELCOM INC Communications Services NA 175 TRANSACTION INFORMATION SYSTEMS INC Computer Consulting Services NA 170 RR DONNELLEY RECEIVABLES Financial Printing Services NA 169 MENTOR CONSULTANTS Consulting Services NA 168 RPM SYSTEMS Consulting Services NA 167 KEANE INC Computer Consulting Services NA 165 ARTHUR ANDERSON LLP Financial Consulting Services NA 160 MAY & SPEH INC Consulting Services NA 158 I-CORE Consulting Services NA 157 COMPUTER TASK GROUP Computer Consulting Services NA 156 FOSTER CHAMBERLAIN Consulting Services NA 152
-32- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (In Thousands) OUTSIDE SERVICES EMPLOYED - ACCOUNT 923 (Continued)
Relationship "A"=Associate From Whom Purchased Description "NA"=Nonassociate Amount OUTSOURCING PARTNERSHIP Consulting Services NA 146 RJL PARTNERS INC Consulting Services NA 146 MODERN PRESS INC Consulting Services NA 130 COMPUTER AID, INC. Recruiting Services NA 116 SALESLOGIX Consulting Services NA 126 FOSTER WHEELER USA CORP Consulting Services NA 125 WATSON WYATT & COMPANY Human Resources, Comp & Benefits NA 120 HEIDRICK & STRUGGLES INC Consulting Services NA 118 MBS/MULTIMODE INC Collection Services NA 118 THOMAS KEENAN Consulting Services NA 117 COMPUTER AID, INC. Computer Services NA 116 ADP INVESTOR COMMUNICATION SERVICES Consulting Services NA 115 NEW YORK STOCK EXCHANGE Financial Services NA 104 THE GELFOND GROUP Consulting Services NA 102 MISCELLANEOUS NA 2,810 ------- (193 ITEMS LESS THAN $100,000) TOTAL $35,004 ------- GRAND TOTAL $65,985 =======
-33- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 $ 4,295 Medical 7,238 OPEB expenses 2,496 Life insurance 1,025 Dental 847 Vision 137 Savings & Thrift 1,750 Payroll tax expenses 6,629 Education Plan 126 Long-Term Disability 179 Employee Association 70 Workman's Compensation Insurance 961 Wellness 51 Administration Fees 96 Employee deductions (811) Other 1,720 ------- TOTAL $26,809 ======= -34- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 Yellow Pages Advertising Bell Atlantic $ 128 Newspaper Advertising Alstin Advertising 4 Miscellaneous 13 ------ TOTAL $ 145 ====== -35- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 $2,201 Computer systems expense 2,103 IT Phone expenses 1,417 Collection Agency fees 1,090 Internal consulting 731 Utilities expense 455 Sponsorships/Associations 436 Software maintenance 259 Training expenses 164 Relocation costs 99 Recruiting 90 Employee physicals 34 Employee background checks 30 Logo items 23 Legal fees 13 Other Miscellaneous expenses 790 ------ $9,935 ====== -36- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 Rents $ 11,197 Office Equipment - Computer 16,520 Vehicle Leases 137 Miscellaneous Rents 333 --------- TOTAL $ 28,187 ========= -37- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 $ 24 State of Delaware 1 Property Taxes 173 Other Miscellaneous Taxes 4 ------- SUBTOTAL $ 202 (2) U.S. Government Taxes $ - SUBTOTAL $ - ------- TOTAL $ 202 ======= -38- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 $ 254 Good Neighbor Energy Fund Shareholder Fund Distribution 64 Prosperity New Jersey Community Welfare 50 Local Initiative Support Corp Community Welfare 27 Delaware Public Policy Community Welfare 25 Shore Memorial Hospital Community Welfare 25 The Nature Conservation Land protection efforts 21 New Jersey Shares Community Welfare 19 University of Delaware Scholarship Funds 19 American Heart Association Community Welfare 18 Business/Public Education Council Community Welfare 15 Delaware Arts Stabilization Community Welfare 15 Delaware State Chamber of Commerce Community Welfare 14 Jewish Community Center of Atlantic City Community Welfare 13 Cecil Community College Community Welfare 12 Community Service Building Corp Grant 10 Delaware Community Foundation Educational Fund 10 Salisbury State University Educational Fund 10 YMCA Building Campaign 10 Bob Baker Memorial Fund Memorial Fund 8 Urban Youth Golf Program-Atlantic City Community Welfare 8 Utility Business Education Annual Support 8 City of Wilmington Community Welfare 7 Junior Achievement of DE Community Welfare 7 March of Dimes Community Welfare 6 West End Neighborhood House Community Welfare 6 Delaware College of Art & Design Capital Improvements 6 Hispanic Alliance Community Welfare 6 Junior Achievement of South Jersey Community Welfare 6 Boys and Girls Club Community Welfare 5 Delaware Center for the Arts Community Welfare 5 Pennsylvania Congress of Parents Community Welfare 5 Rutgers University Educational Fund 5 Slam Dunk to the Beach Community Welfare 5 Sussex Pregnancy Care Center Community Welfare 8 The Arc of Delaware Grant 5 Waterfront Arts Community Welfare 5 West Jersey Health and Hospital Community Welfare 5 Swingin with a Star Charity Golf Tournament 5
-39- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 Meals on Wheels Delaware Community Welfare $4 Goldey Beacum College Educational Fund 4 Reading is Fundamental Community Welfare 4 Delaware Technical and Community College Educational Fund 4 Rowan College Foundation Educational Fund 4 William P Frank Scholarship Fund Scholarship Fund 4 Wilmington Music School Educational Fund 3 Wor-Wic Community College Endowment Fund 3 Cohanzick Zoological Society Community Welfare 3 Delaware State University Scholarship 3 Jersey Shore Council, BSA Community Welfare 3 New Jersey Council on the Arts Community Welfare 3 Public Allies Delaware Community Welfare 3 Society of Women Engineers Community Welfare 3 Other Miscellaneous Donations 401 ------- TOTAL $ 1,201 =======
-40- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 $ - TOTAL $ - ======= -41- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 -42- CONECTIV RESOURCE PARTNERS, INC. Organization Chart Howard E. Cosgrove Chairman & CEO John C. van Roden, Jr. Senior Vice President & CFO Barbara S. Graham Senior Vice President Thomas S. Shaw Executive Vice President Barry R. Elson Executive Vice President Robert L. Aveyard Vice President David Blake Vice President Donald E. Cain Vice President John W. Land Vice President Lonnie C. Scott Vice President Phillip S. Reese Vice President & Treasurer Moira K. Donoghue Secretary Diana C. DeAngelis Assistant Secretary Elizabeth M. Miller Assistant Secretary James P. Lavin Controller -43- 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 Shared Services Administration 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 -44- 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 -45- CONECTIV RESOURCE PARTNERS, INC Current Methods of Allocation (continued) Service Department or Function Basis of Allocation ----------- ------------------- Governmental Affairs O&M ratio Communications Employee ratio General Corporate Advertising/Branding 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 Supply Management and Administration Kwh generated ratio Merchant Functions Merchant cost ratio Supply Engineering and Support Kwh generated ratio Enterprise Business Group Information Actual Direct labor charges of Technology Services group Enterprise Business Group Financial Number of financial analysts Analysis Services 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 -46- 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. -47- 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 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 A ratio the numerator of which is number of Ratio 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 A ratio the numerator of which is the nuclear Capacity Ratio 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 A ratio the numerator of which is the materials Expense Ratio 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 A ratio the numerator of which is the number of Ratio 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. -48- 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 A ratio the numerator of which is the number of Ratio 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 A ratio the numerator of which is the number of Ratio 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. -49- 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 A ratio the numerator of which is the number of Representatives 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 A ratio the numerator of which is the number of Analysts Ratio 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. -50- ANNUAL REPORT OF: Conectiv Resource Partners, Inc. For the Year Ended December 31, 1999 (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 54.9% $2,080 $2,080 Atlantic City Electric Company 34.9% 1,322 1,322 Delmarva Capital Investments 0.1% 2 2 Conectiv Energy Supply, Inc. - - - DCTC-Burney, Inc. - - - Petron Oil - - - Conectiv Operating Services Co. - - - Delmarva Services Company 0.1% 4 4 Conectiv Services, Inc. 1.3% 48 48 Power Consulting Group, Inc. - - - Conectiv Energy, Inc. - - - Conectiv Solutions LLC 1.8% 68 68 Conectiv Communications, Inc. 5.8% 221 221 Atlantic Southern Properties 0.1% 4 4 Atlantic Generation, Inc. - - - ATE Investment, Inc. - - - King Street Assurance LTD - - - Enerval, LLC - - - Thermal Energy Limited Partnership - - - Atlantic Jersey Thermal Systems Inc. - - - Conectiv Thermal Systems 1.0% 39 39 Conectiv Holding Company, Inc. - - - ------ ------ ------ TOTAL 100.0% $3,788 $3,788 ====== ====== ====== * Reflects average BLENDED rate for the year. -51- 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 28, 2000 -52- -----END PRIVACY-ENHANCED MESSAGE-----