-----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, FRlAm9dCluQ+0mwERKNSA9J20zKeqwN/l+Krn2rG1COed7T0V1uupcx+xZ3dtmXX qhdGQCB84SJRfZ2BMaHsuQ== 0000008192-97-000019.txt : 19970512 0000008192-97-000019.hdr.sgml : 19970512 ACCESSION NUMBER: 0000008192-97-000019 CONFORMED SUBMISSION TYPE: U-3A-2/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970509 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC CITY ELECTRIC CO CENTRAL INDEX KEY: 0000008192 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 210398280 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2/A SEC ACT: 1935 Act SEC FILE NUMBER: 069-00003 FILM NUMBER: 97598741 BUSINESS ADDRESS: STREET 1: 6801 BLACK HORSE PIKE CITY: EGG HARBOR TOWNSHIP STATE: NJ ZIP: 08232 BUSINESS PHONE: 6096454100 MAIL ADDRESS: STREET 1: PO BOX 1264 CITY: PLEASANTVILLE STATE: NJ ZIP: 08232 U-3A-2/A 1 Commission No. 69-337 Form U-3A-2/A Atlantic Energy, Inc. This amended Form U-3A-2 is being filed to include financial statements for Atlantic Generation, Inc.(included with Exhibit A) as requested in Mr. Robert B. Wason's letter of April 15, 1997 and to correct Exhibit A as follows: Atlantic Energy, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousand of dollars) Atlantic City Electric Co. Consolidated As Reported As Corrected Liabilities & Capitalization: Capitalization: Other Equity $ 489,104 $ 488,514 Total Common Shareholder's Equity 779,015 778,425 Total Capitalization 1,725,210 1,724,620 Current Liabilities: Other 22,390 22,980 Total Current Liabilities 234,263 234,853 Eliminations and Reclassifications Credits Credits As Reported As Corrected Liabilities & Capitalization: Capitalization: Common Shareholder,s Equity: Other Equity $ 4,496 $ 5,086 Total Common Shareholder's Equity 4,496 5,086 Total Capitalization: 4,496 5,086 Current Liabilities: Other - $ 590 Total Current Liabilities $ 53,150 53,740 Debits/Credits Debits/Credits As Reported As Corrected Total Liabilities and Capitalization $ 878,028/4,496 $ 878,618/5,086 Commission No. 69-337 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-3A-2 Amended STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 To be filed annually prior to March 1 ATLANTIC ENERGY, INC. Name of Company Hereby files with the Securities and Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information: 1. Name, State of organization, location and nature of business of claimant and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which claimant directly or indirectly holds an interest. Atlantic Energy, Inc. (Claimant) organized under the laws of New Jersey on August 13, 1986, has its principal office at 6801 Black Horse Pike, Egg Harbor Township, New Jersey 08234-4130. Claimanty's business is a holding company. The Claimant's directly and indirectly-owned subsidiaries are as follows: Atlantic City Electric Company ("ACE") T/A Atlantic Electric, organized under the laws of New Jersey on April 28, 1924, has its principal offices at 6801 Black Horse Pike, Egg Harbor Township, New Jersey 8234-4130. ACE, a public utility as defined in N.J.S.A.48:2-13, is engaged principally in the business of furnishing electric service (involving generation, purchase, interchange, transmission and distribution of electric energy) to the public throughout the southern part of New Jersey. It serves an area having an estimated population exceeding 1,000,000. ACE is a wholly-owned subsidiary of Claimant. Deepwater Operating Company ("Deepwater"), a wholly owned subsidiary of ACE organized under the laws of New Jersey on December 17, 1929, has its principal offices at 6801 Black Horse Pike, Egg Harbor Township, New Jersey 08234-4130. Deepwater operates generating equipment and provides operating services to ACE in New Jersey. Atlantic Capital I, a Delaware trust formed by ACE, on June 20, 1996, in connection with the issuance of Cumulative Quarterly Income Preferred Securities. Atlantic Energy Enterprises, Inc. ("AEE"),a wholly owned subsidiary of Claimant organized under the laws of New Jersey on January 3, 1995 has its principal offices at 5100 Harding Highway, Mays Landing, New Jersey 08330. AEE holds interests in nonregulated energy related businesses. Atlantic Generation Inc. ("AGI"), a wholly owned subsidiary of AEE organized under the laws of New Jersey on October 9, 1986, has its principal offices at 5100 Harding Highway, Mays Landing, New Jersey 08330. AGI's business is the development, ownership, operation and management of cogeneration and small power production facilities. AGI's has limited partnerships interests in three cogeneration power projects, located in Binghamton, New York, Pedricktown, New Jersey, and Vineland, New Jersey. These projects managed by the following wholly owned subsidiaries: Binghamton General, Inc., organized under the laws of Delaware on May 2, 1990, owns 10% of the Binghamton Cogeneration Limited Partnership.* Binghamton Limited, Inc., organized under the laws of Delaware on May 3, 1990, owns 23.33% of the Binghamton Cogeneration Limited Partnership.* * In 1997, AGI began the process of selling its interests in the Binghamton project. Pedricktown General, Inc., organized under the laws of New Jersey on July 28, 1989, owns 15% % of the Pedricktown Cogeneration Limited Partnership. Pedricktown Limited, Inc., organized under the laws of New Jersey on July 28, 1989, owns 35% of the Pedricktown Cogeneration Limited Partnership. Vineland General, Inc., organized under the laws of Delaware on August 28, 1990, owns 5% of the Vineland Cogeneration Limited Partnership. Vineland Limited, Inc., organized under the laws of Delaware on August 28, 1990, owns 45% of the Vineland Cogeneration Limited Partnership. Atlantic Energy International, Inc. ("AEII"),a wholly owned subsidiary of Claimant organized under the laws of Delaware on July 6, 1996, has its principal offices at 6801 Black Horse Pike, Egg Harbor Township, New Jersey 08234-4130. AEII sells energy related equipment and provides consulting services. Atlantic Southern Properties, Inc. ("ASP")**a wholly owned subsidiary of AEE, organized under the laws of New Jersey on June 24, 1970, has its principal offices at 5100 Harding Highway,Mays Landing,, New Jersey 08330. ASP's business is commercial real estate acquisition, development and management of projects which can be used by Claimant in its future operations. ** On January 4, 1988, Atlantic Housing, Inc. filed, with the Secretary of State of the State of New Jersey, a Certificate of Amendment to The Certificate of Incorporation changing the corporate name of Atlantic Housing, Inc. to Atlantic Southern Properties, Inc. ATE Investment, Inc ("ATE").,a wholly owned subsidiary of AEE organized under the laws of New Jersey on October 9,1986, has its principal offices at 5100 Harding Highway, Mays Landing, New Jersey 08330. ATE I is principally engaged in leveraged lease investments and is also involved in management of capital resources on behalf of holding company system. EnterTech Capital Partners L. P.("EnterTech"),formed on August 9, 1996, of which ATE owns 94% is registered in Delaware. EnterTech invests in technology companies. Atlantic Energy Technology,Inc. ("AET"), a wholly owned subsidiary of AEE organized under the laws of Delaware on April 11, 1991, has its principal offices at 5100 Harding Highway, Mays Landing, New Jersey 08330. AET is engaged in acquiring and managing equity interests in businesses functionally related and complementary to the activities and interests of Claimant and AEE. The Earth Exchange ("TEE")(formerly known as Geotech Energy Conversion Corporation), a wholly owned subsidiary of AET organized as Geotech Energy Conversion Corporation under the laws of Delaware on October 13, 1987, has its principal offices at 5100 Harding Highway, Mays Landing, New Jersey 08330 holds a patent on a geothermal energy process. Atlantic Thermal Systems Inc. ("ATS"), a wholly owned subsidiary of AEE organized under the laws of Delaware on May,6 1994, has its principal offices at 5100 Harding Highway, Mays Landing, New Jersey 08330. ATS is engaged in the business of providing heating and cooling systems. Atlantic Jersey Thermal Systems, Inc. ("AJTS"), a wholly owned subsidiary of ATS organized under the laws of Delaware on May 10, 1994, has its principal offices at 5100 Harding Highway, Mays Landing, New Jersey 08330. AJTS provides operating services for thermal heating and cooling systems. ATS Operating Services, Inc. ("ATSOS"), a wholly owned subsidiary of ATS organized under the laws of Delaware on March 31, 1995, has its principal offices at 5100 Harding Highway, Mays Landing, New Jersey 08330. ATSOS provides thermal energy operating services. Thermal Energy Limited Partnership I ("TELP"), wholly owned by ATS and AJTS registered in Delaware, has its principal offices at 5100 Harding Highway, Mays Landing, New Jersey 08330. TELP hold investment in the Midtown Energy Center. Coastal Com. Inc., a wholly owned subsidiary of AEE organized under the laws of Delaware on November 2, 1995, has its principal offices at 5100 Harding Highway, Mays Landing, New Jersey 08330. CoastalCom invests in telecommunications. Enerval, LLC ("Enerval"), formed on March 17, 1995, of which AEE owns 50% is registered in Delaware. Enerval is a gas management services company. 2. A brief description of the properties of claimant and each of its subsidiary public utility companies used for the generation, transmission and distribution of electric energy for sale, or for the production, transmission and distribution of natural or manufactured gas, indicating the location of principal generating plants, transmission lines, producing fields, gas manufacturing plants and electric and gas distribution facilities, including all such properties which are outside the State in which claimant and its subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such State. Claimant owns no property used for the generation, transmission and distribution of electric energy for sale, or for the production, transmission and distribution of natural or manufactured gas. Claimant's subsidiary public utility companies are Atlantic Electric and Deepwater which are electric utility companies. A description of the properties of Atlantic Electric and Deepwater, which are located predominantly in New Jersey, used for the generation, transmission and distribution of electric energy for sale is as follows: Atlantic Electric The principal New Jersey properties of Atlantic Electric used for the generation, transmission and distribution of electric energy for sale consist of two steam electric generating stations: (1) B.L. England Generating Station, a station of 447 MW capacity located in Cape May County. (2) Deepwater Generating Station, a 239 MW capacity station located in Salem County and Seven combustion turbine stations: (1) Missouri Ave. Station, a 60 MW capacity station located in Atlantic County. (2) Middle Station, a 77 MW capacity station located in Cape May County. (3,4,5) Carlls Corner Station (73 MW), Cumberland Station (84 MW), and Sherman Ave.Station (81 MW), all located in Cumberland County. (6) Mickleton Station, a 59 MW capacity station located in Gloucester County. (7) Cedar Station, a 68 MW capacity station located in Ocean County. Atlantic Electric also owns and maintains forty-four transmission, has a joint interest in one transmission and owns and maintains fifty-nine distribution substations as well as 10,184 transmission or distribution tower, pole, and underground miles located throughout its service territory which includes all of Atlantic, Cape May, Cumberland, and Salem Counties and portions of Burlington, Camden, Gloucester, and Ocean Counties. In addition to the New Jersey properties, Claimant owns or has ownership interests in the following: (1) A generating station of 1,700 MW capacity (Keystone Generating Station), located in Armstrong County, Pennsylvania, of which Atlantic Electric owns a 2.47% undivided interest as tenant in common with the following: Baltimore Gas and Electric Company Delmarva Power and Light Company Jersey Central Power and Light Company Pennsylvania Power and Light Company Philadelphia Electric Company (Now PECO Energy Company) Public Service Electric and Gas Company (2) A generating station of 1,700 MW capacity (Conemaugh Steam Electric Station), located in Indiana County, Pennsylvania, of which Atlantic Electric owns a 3.83% undivided interest as tenant in common with the following: Baltimore Gas and Electric Company Delmarva Power and Light Company Metropolitan Edison Company Pennsylvania Power and Light Company Philadelphia Electric Company (Now PECO Energy Company) Potomac Electric Power Company Public Service Electric and Gas Company The United Gas Improvement Company (3) An extra-high-voltage transmission line (Conemaugh- Conastone), of which Atlantic Electric owns an 8% undivided interest as tenant in common of that portion of the line traversing through 10 counties of Pennsylvania with the following: Baltimore Gas and Electric Company Delmarva Power and Light Company Metropolitan Edison Company Pennsylvania Power and Light Company Philadelphia Electric Company (Now PECO Energy Company) Potomac Electric Power Company Public Service Electric and Gas Company The United Gas Improvement Company (4) A nuclear generating station of 2,126 MW capacity (Peach Bottom Atomic Power Station), located in York County, Pennsylvania, of which Atlantic Electric owns a 7.51% undivided interest as tenant in common with the following: Delmarva Power and Light Company Philadelphia Electric Company (Now PECO Energy Company) Public Service Electric and Gas Company (5) A nuclear generating station of 2,212 MW capacity (Salem Nuclear Generating Station), located in Salem County, New Jersey, of which Atlantic Electric owns a 7.41% undivided interest as tenant in common with the following: Delmarva Power and Light Company Philadelphia Electric Company (Now PECO Energy Company) Public Service Electric and Gas Company (6) A nuclear generating station of 1,031 MW capacity (Hope Creek Nuclear Generating Station), located in Salem County, New Jersey, of which Atlantic Electric owns a 5% undivided interest as tenant in common with Public Service Electric and Gas Company. (7) Atlantic Electric owns a transmission line extending from Mantua Creek to the New Jersey-Pennsylvania border at the Delaware River, a distance of 9.7 miles, by means of which electric energy and capacity is interchanged (not sold or purchased) at the border of said states under an interconnection agreement between Claimant, Philadelphia Electric Company, now PECO Energy Company and Public Service Electric and Gas Company. Claimant owns as tenants in common a transmission line and switching station extending from Hope Creek Nuclear Generating Station to the New Jersey-Delaware border, a distance of 13 miles, by means of which electric energy and capacity is interchanged (not sold or purchased) under a transmission system agreement between Delmarva Power and Light Company, Jersey Central Power and Light Company, Philadelphia Electric Company, Public Service Electric and Gas Company and Claimant. Deepwater Deepwater, a wholly-owned subsidiary of Atlantic Electric, owns no utility plant. It operates generating units owned by Atlantic Electric. 3. The following information for the last calendar year with respect to claimant and each of its subsidiary public utility companies: FOR YEAR 1996 (A) Number of kwh. of electric energy sold (at retail or wholesale), and Mcf. of natural or manufactured gas distributed at retail. Claimant - None Atlantic Electric - 10,164,520,000 kwh. Deepwater - None (B) Number of kwh. of electric energy and Mcf. of natural or manufactured gas distributed at retail outside the State in which each such company is organized. Claimant - None Atlantic Electric - None Deepwater - None (C) Number of kwh. of electric energy and Mcf. of natural or manufactured gas sold at wholesale outside the State in which each such company is organized, or at the State line. Claimant - None Atlantic Electric - 209,236,000 kwh. (a) Deepwater - None (a) kwh excludes 602,231,000 kwh sold to power brokers, ultimate destination not determinable. (D) Number of kwh. of electric energy and Mcf. of natural or manufactured gas purchased outside the State in which each such company is organized, or at the State line. Claimant - None Atlantic Electric - 1,760,344,000 kwh. Deepwater - None (b) kwh excludes 1,358,425,000 kwh purchased from power brokers, original source not determinable. In 1996 Atlantic Electric received 600,751,000 kwh. of interchanged energy and delivered 1,006,516,000 kwh. of interchanged energy pursuant to arrangements mentioned above. In 1996, Deepwater, as operator of the Deepwater Generating Station at Deepwater, New Jersey, delivered to Atlantic Electric, the owner of that station, 506,533,000 kwh. of electric energy. 4. The following information for the reporting period with respect to claimant and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in United States dollars: Claimant holds no interest, either directly or indirectly, in an EWG or a foreign utility company. (A) Name, location, business address and description of the facilities used by the EWG or foreign utility company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas. Non-applicable. (B) Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held. Non-applicable. (C) Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company. Non-applicable. (D) Capitalization and earnings of the EWG or foreign utility company during the reporting period. Non-applicable. (E) Identify any service, sales or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreement(s). Non-applicable. EXHIBIT A A consolidating statement of income and surplus of the claimant and its subsidiary companies for the last calendar year, together with a consolidating balance sheet of claimant and its subsidiary companies as of the close of such calendar year. A consolidating statement of income and retained earnings of the Claimant and its subsidiary companies for the last calendar year, together with a consolidating balance sheet of Claimant and its subsidiary companies as of the close of December 31, 1996 are attached hereto and made a part hereof. EXHIBIT B If, at the time a report on this form is filed, the registrant is required to submit this report and any amendments thereto electronically via EDGAR, the registrant shall furnish a Financial Data Schedule. The Schedule shall set forth the financial and other data specified below that are applicable to the registrant on a consolidated basis. Item No. Caption Heading (thousands of dollars) 1 Total Assets 2,670,762 2 Total Operating Revenues 980,255 3 Net Income 58,767 EXHIBIT C An organizational chart showing the relationship of each EWG or foreign utility company to associate companies in the holding- company system. Non-applicable. The above-named Claimant has caused this amended statement to be duly executed on its behalf by its authorized officer on this 9th day of May, 1997. ATLANTIC ENERGY, INC. By: /s/ J. E. Franklin, II J. E. Franklin, II, Vice President Secretary & General Counsel CORPORATE SEAL ATTEST: Alfred J. Vola Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed: J. E. Franklin, II Vice President, Secretary & General Counsel Atlantic Energy, Inc. 6801 Black Horse Pike Egg Harbor Township, New Jersey 08234-4130 Atlantic Energy, Inc. and Subsidiaries EXHIBIT A Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Atlantic Energy, Inc. ASSETS Electric Utility Plant: $ In Service - Less Accumulated Depreciation - Net - Construction Work in Progress - Land Held for Future Use - Leased Property-Net - Electric Utility Plant-Net - Investment in Subsidiary Companies 820,250 Investment in Leveraged Leases - Nuclear Decommissioning Trust Fund - Nonutility Property and Equipment-Net 14 Other Investments and Funds - Total Nonutility Property and Investments 820,264 Current Assets: Cash and Temporary Investments 784 Accounts Receivable: Utility Service - Miscellaneous 8,275 Allowance for Doubtful Accounts - Notes Receivable-Associated Companies - Advances-Associated Companies 1,684 Dividends Receivable-Subsidiaries 20,291 Accounts Receivable-Associated Companies 13,350 Unbilled Revenues - Fuel (at average cost) - Materials and Supplies (at average cost) - Working Funds - Deferred Income Taxes - Deferred Energy Costs - Prepaid Excise Tax - Other 882 Total Current Assets 45,266 Deferred Debits: Unrecovered Purchased Power Costs - Unamortized Debt Costs - Unrecovered State Excise Taxes - Recoverable Federal Income Taxes - Deferred Income Taxes 13 Other Regulatory Assets - License Fees - Other 149 Total Deferred Debits 162 Total Assets $ 865,692 Page 1 of 12 Atlantic Energy, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Atlantic Energy, Inc. LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $ 562,747 Other Equity - Unearned Compensation - Retained Earnings 227,630 Total Common Shareholder's Equity 790,377 Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption - Subject to Mandatory Redemption - Cumulative Quarterly Income Preferred Securities - Long Term Debt - Total Capitalization 790,377 Current Liabilities: Preferred Stock Redemption Requirement - Capital Lease Obligations - Current Portion - Long Term Debt - Current Portion 37,575 Short Term Debt - Accounts Payable - Advances-Associated Companies - Accounts Payable-Associated Companies 16,041 Taxes Accrued 10 Interest Accrued 251 Dividends Declared 20,291 Deferred Income Taxes - Provision for Rate Refunds - Other 1,147 Total Current Liabilities 75,315 Deferred Credits and Other Liabilities: Deferred Income Taxes - Deferred Income Tax Credits - Capital Lease Obligations - Other - Total Deferred Credits and Other Liabilities - Total Liabilities and Capitalization $ 865,692 Page 2 of 12 Atlantic Energy, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Atlantic Energy, International Inc. ASSETS Electric Utility Plant: $ In Service - Less Accumulated Depreciation - Net - Construction Work in Progress - Land Held for Future Use - Leased Property-Net - Electric Utility Plant-Net - Investment in Subsidiary Companies - Investment in Leveraged Leases - Nuclear Decommissioning Trust Fund - Nonutility Property and Equipment-Net 17 Other Investments and Funds - Total Nonutility Property and Investments 17 Current Assets: Cash and Temporary Investments - Accounts Receivable: Utility Service - Miscellaneous 12 Allowance for Doubtful Accounts - Notes Receivable-Associated Companies - Advances-Associated Companies - Dividends Receivable-Subsidiaries - Accounts Receivable-Associated Companies 328 Unbilled Revenues - Fuel (at average cost) - Materials and Supplies (at average cost) - Working Funds - Deferred Income Taxes - Deferred Energy Costs - Prepaid Excise Tax - Other 20 Total Current Assets 360 Deferred Debits: Unrecovered Purchased Power Costs - Unamortized Debt Costs - Unrecovered State Excise Taxes - Recoverable Federal Income Taxes - Deferred Income Taxes - Other Regulatory Assets - License Fees - Other - Total Deferred Debits - Total Assets $ 377 Page 3 of 12 Atlantic Energy, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Atlantic Energy, International Inc. LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $ - Other Equity - Unearned Compensation - Retained Earnings (609) Total Common Shareholder's Equity (609) Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption - Subject to Mandatory Redemption - Cumulative Quarterly Income Preferred Securities - Long Term Debt - Total Capitalization (609) Current Liabilities: Preferred Stock Redemption Requirement - Capital Lease Obligations - Current Portion - Long Term Debt- Current Portion - Short Term Debt - Accounts Payable 69 Advances-Associated Companies - Accounts Payable-Associated Companies 917 Taxes Accrued - Interest Accrued - Dividends Declared - Deferred Income Taxes - Provision for Rate Refunds - Other - Total Current Liabilities 986 Deferred Credits and Other Liabilities: Deferred Income Taxes - Deferred Income Tax Credits - Capital Lease Obligations - Other - Total Deferred Credits and Other Liabilities - Total Liabilities and Capitalization $ 377 Page 4 of 12 Atlantic Energy, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Atlantic City Electric Co. Consolidated ASSETS Electric Utility Plant: In Service $2,508,220 Less Accumulated Depreciation (871,531) Net 1,636,689 Construction Work in Progress 117,188 Land Held for Future Use 5,604 Leased Property-Net 39,914 Electric Utility Plant-Net 1,799,395 Investment in Subsidiary Companies - Investment in Leveraged Leases - Nuclear Decommissioning Trust Fund 71,120 Nonutility Property and Equipment Net 7,588 Other Investments and Funds 2,162 Total Nonutility Property and Investments 80,870 Current Assets: Cash and Temporary Investments 7,927 Accounts Receivable: Utility Service 64,432 Miscellaneous 19,927 Allowance for Doubtful Accounts (3,500) Notes Receivable-Associated Companies - Advances-Associated Companies - Dividends Receivable-Subsidiaries - Accounts Receivable-Associated Co. 1,723 Unbilled Revenues 33,315 Fuel (at average cost) 29,603 Materials and Supplies (at average cost) 23,815 Working Funds 15,517 Deferred Income Taxes - Deferred Energy Costs 33,529 Prepaid Excise Tax 7,125 Other 10,089 Total Current Assets 243,502 Deferred Debits: Unrecovered Purchased Power Costs 83,400 Unamortized Debt Costs 43,579 Unrecovered State Excise Taxes 54,714 Recoverable Federal Income Taxes 85,858 Deferred Income Taxes - Other Regulatory Assets 59,575 License Fees - Other 9,848 Total Deferred Debits 336,974 Total Assets $2,460,741 Page 5 of 12 Atlantic Energy, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Atlantic City Electric Co. Consolidated LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $ 54,963 Other Equity 488,514 Unearned Compensation - Retained Earnings 234,948 Total Common Shareholder's Equity 778,425 Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption 30,000 Subject to Mandatory Redemption 43,950 Cumulative Quarterly Income Preferred Securities 70,000 Long Term Debt 802,245 Total Capitalization 1,724,620 Current Liabilities: Preferred Stock Redemption Requirement 10,000 Capital Lease Obligations - Current 702 Long Term Debt - Current Portion 175 Short Term Debt 64,950 Accounts Payable 63,644 Advances-Associated Companies - Accounts Payable-Associated Companies 7,398 Taxes Accrued 7,494 Interest Accrued 19,619 Dividends Declared 21,701 Deferred Income Taxes 3,190 Provision for Rate Refunds 13,000 Other 22,980 Total Current Liabilities 234,853 Deferred Credits and Other Liabilities: Deferred Income Taxes 357,581 Deferred Income Tax Credits 46,577 Capital Lease Obligations 39,212 Other 57,898 Total Deferred Credits and Other Liabilities 501,268 Total Liabilities and Capitalization $2,460,741 Page 6 of 12 Atlantic Energy, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Atlantic Energy Enterprises Inc. Consolidated ASSETS Electric Utility Plant: In Service $ - Less Accumulated Depreciation - Net - Construction Work in Progress - Land Held for Future Use - Leased Property-Net - Electric Utility Plant-Net - Investment in Subsidiary Companies - Investment in Leveraged Leases 79,687 Nuclear Decommissioning Trust Fund - Nonutility Property and Equipment-Net 38,528 Other Investments and Funds 51,388 Total Nonutility Property and Investments 169,603 Current Assets: Cash and Temporary Investments 6,567 Accounts Receivable: Utility Service - Miscellaneous 4,395 Allowance for Doubtful Accounts - Notes Receivable-Associated Companies - Advances-Associated Companies - Dividends Receivable-Subsidiaries - Accounts Receivable-Associated Companies 15,713 Unbilled Revenues - Fuel (at average cost) 79 Materials and Supplies (at average cost) - Working Funds - Deferred Income Taxes - Deferred Energy Costs - Prepaid Excise Tax - Other 363 Total Current Assets 27,117 Deferred Debits: Unrecovered Purchased Power Costs - Unamortized Debt Costs 844 Unrecovered State Excise Taxes - Recoverable Federal Income Taxes - Deferred Income Taxes 114 Other Regulatory Assets - License Fees 17,733 Other 2,073 Total Deferred Debits 20,764 Total Assets $ 217,484 Page 7 of 12 Atlantic Energy, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Atlantic Energy Enterprises Inc. Consolidated LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $ 48,762 Other Equity 1,770 Unearned Compensation - Retained Earnings (11,538) Total Common Shareholder's Equity 38,994 Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption - Subject to Mandatory Redemption - Cumulative Quarterly Income Preferred Securities - Long Term Debt 27,500 Total Capitalization 66,494 Current Liabilities: Preferred Stock Redemption Requirement - Capital Lease Obligations - Current Portion - Long Term Debt - Current Portion 60,500 Short Term Debt - Accounts Payable 2,795 Advances-Associated Companies 1,684 Accounts Payable-Associated Companies 6,819 Taxes Accrued - Interest Accrued 371 Dividends Declared - Deferred Income Taxes - Provision for Rate Refunds - Other 1,158 Total Current Liabilities 73,327 Deferred Credits and Other Liabilities: Deferred Income Taxes 76,527 Deferred Income Tax Credits - Capital Lease Obligations - Other 1,136 Total Deferred Credits and Other Liabilities 77,663 Total Liabilities and Capitalization $ 217,484 Page 8 of 12 Atlantic Energy, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Eliminations and Reclassifications Debits Credits ASSETS Electric Utility Plant: In Service $ - $ - Less Accumulated Depreciation - - Net - - Construction Work in Progress - - Land Held for Future Use - - Leased Property-Net - - Electric Utility Plant-Net - - Investment in Subsidiary Companies - 820,250 Investment in Leveraged Leases - - Nuclear Decommissioning Trust Fund - - Nonutility Property and Equipment-Net - - Other Investments and Funds - - Total Nonutility Property and Investments - 820,250 Current Assets: Cash and Temporary Investments - - Accounts Receivable: Utility Service - - Miscellaneous - 62 Allowance for Doubtful Accounts - - Notes Receivable-Associated Companies - - Advances-Associated Companies - 1,684 Dividends Receivable-Subsidiaries - 20,291 Accounts Receivable-Associated Companies - 31,114 Unbilled Revenues - - Fuel (at average cost) - - Materials and Supplies (at average cost) - - Working Funds - - Deferred Income Taxes - - Deferred Energy Costs - - Prepaid Excise Tax - - Other - - Total Current Assets - 53,151 Deferred Debits: Unrecovered Purchased Power Costs - - Unamortized Debt Costs - - Unrecovered State Excise Taxes - - Recoverable Federal Income Taxes - - Deferred Income Taxes - - Other Regulatory Assets - - License Fees - - Other 2,851 2,982 Total Deferred Debits 2,851 2,982 Total Assets $ 2,851 $876,383 Page 9 of 12 Atlantic Energy, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Eliminations and Reclassifications Debits Credits LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $103,725 $ - Other Equity 495,370 5,086 Retained Earnings 222,801 - Unearned Compensation 2,982 - Total Common Shareholder's Equity 824,878 5,086 Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption - - Subject to Mandatory Redemption - - Cumulative Quarterly Income Preferred Securities - - Long Term Debt - - Total Capitalization 824,878 5,086 Current Liabilities: Preferred Stock Redemption Requirement - - Capital Lease Obligations - Current Portion - - Long Term Debt - Current Portion - - Short Term Debt - - Accounts Payable - - Advances-Associated Companies 1,684 - Accounts Payable-Associated Companies 31,175 - Taxes Accrued - - Interest Accrued - - Dividends Declared 20,291 - Deferred Income Taxes - - Provision for Rate Refunds - - Other 590 - Total Current Liabilities 53,740 - Deferred Credits and Other Liabilities: Deferred Income Taxes - - Deferred Income Tax Credits - -Capital Lease Obligations - - Other - - Total Deferred Credits and Other Liabilities - - Total Liabilities and Capitalization $878,618 $ 5,086 Page 10 of 12 Atlantic Energy, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Atlantic Energy, Inc. Consolidated Assets Electric Utility Plant: In Service $2,508,220 Less Accumulated Depreciation (871,531) Net 1,636,689 Construction Work in Progress 117,188 Land Held for Future Use 5,604 Leased Property-Net 39,914 Electric Utility Plant-Net 1,799,395 Investment in Subsidiary Companies - Investment in Leveraged Leases 79,687 Nuclear Decommissioning Trust Fund 71,120 Nonutility Property and Equipment-Net 46,147 Other Investments and Funds 53,550 Total Nonutility Property and Investments 250,504 Current Assets: Cash and Temporary Investments 15,278 Accounts Receivable: Utility Service 64,432 Miscellaneous 32,547 Allowance for Doubtful Accounts (3,500) Notes Receivable-Associated Companies - Advances-Associated Companies - Dividends Receivable-Subsidiaries - Accounts Receivable-Associated Companies - Unbilled Revenues 33,315 Fuel (at average cost) 29,682 Materials and Supplies (at average cost) 23,815 Working Funds 15,517 Deferred Income Taxes - Deferred Energy Costs 33,529 Prepaid Excise Tax 7,125 Other 11,354 Total Current Assets 263,094 Deferred Debits: Unrecovered Purchased Power Costs 83,400 Unamortized Debt Costs 44,423 Unrecovered State Excise Taxes 54,714 Recoverable Federal Income Taxes 85,858 Deferred Income Taxes 127 Other Regulatory Assets 59,575 License Fees 17,733 Other 11,939 Total Deferred Debits 357,769 Total Assets $2,670,762 Page 11 of 12 Atlantic Energy, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Atlantic Energy, Inc. Consolidated LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $ 562,746 Other Equity - Retained Earnings 227,630 Unearned Compensation (2,982) Total Common Shareholder's Equity 787,394 Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption 30,000 Subject to Mandatory Redemption 43,950 Cumulative Quarterly Income Preferred Securities 70,000 Long Term Debt 829,745 Total Capitalization 1,761,089 Current Liabilities: Preferred Stock Redemption Requirement 10,000 Capital Lease Obligation-Current Portion 702 Long Term Debt - Current Portion 98,250 Short Term Debt 64,950 Accounts Payable 66,508 Advances-Associated Companies - Accounts Payable-Associated Companies - Taxes Accrued 7,504 Interest Accrued 20,241 Dividends Declared 21,701 Deferred Income Taxes 3,190 Provision for Rate Refunds 13,000 Other 24,696 Total Current Liabilities 330,742 Deferred Credits and Other Liabilities: Deferred Income Taxes 434,108 Deferred Income Tax Credits 46,577 Capital Lease Obligations 39,212 Other 59,034 Total Deferred Credits and Other Liabilities 578,931 Total Liabilities and Capitalization $2,670,762 Page 12 of 12 Atlantic Energy, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings December 31, 1996 (thousands of dollars) Atlantic Energy, Inc. Operating Revenues Electric $ - Other - Total Operating Revenue - Operating Expenses: Energy - Purchased Capacity - Operations 3,894 Maintenance - Depreciation and Amortization 4 State Excise Taxes - State Income Taxes - Federal Income Taxes (1,959) Other Taxes - Total Operating Expenses 1,939 Operating Income and Expense (1,939) Other Income and Expense: AFDC Equity Funds - Earnings from Subsidiary Companies 72,252 Earnings from Investees - Miscellaneous Income-Net 57 Total Other Income and Expense 72,309 Income Before Interest Charges 70,370 Interest Charges: Interest on Long Term Debt 1,510 Other Interest Expense 189 Total Interest Charges 1,699 Allowance for Borrowed Funds Used During Construction - Net Interest Charges 1,699 Less Preferred Securities Dividend Requirements of Subsidiary (9,904) Net Income (Loss) 58,767 Preferred Stock Dividend Requirements - Income Available for Common Stock $ 58,767 Retained Earnings Beginning of Period $249,741 Net Income (Loss) 58,767 Dividends-Common Stock (81,163) Dividends-Preferred Stock - Preferred Stock Expense - Other Changes 285 Retained Earnings, End of Period $227,630 Page 1 of 6 Atlantic Energy, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings December 31, 1996 (thousands of dollars) Atlantic Energy, International Inc. Operating Revenues Electric $ - Other 12 Total Operating Revenue 12 Operating Expenses: Energy - Purchased Capacity - Operations 944 Maintenance - Depreciation and Amortization 5 State Excise Taxes - State Income Taxes - Federal Income Taxes (328) Other Taxes - Total Operating Expenses 621 Operating Income and Expense (609) Other Income and Expense: AFDC Equity Funds - Earnings from Subsidiary Companies - Earnings from Investees - Miscellaneous Income-Net - Total Other Income and Expense - Income Before Interest Charges (609) Interest Charges: Interest on Long Term Debt - Other Interest Expense - Total Interest Charges - Allowance for Borrowed Funds Used During Construction - Net Interest Charges - Less Preferred Securities Dividend Requirements of Subsidiary - Net Income (Loss) (609) Preferred Stock Dividend Requirements - Income Available for Common Stock $ (609) Retained Earnings Beginning of Period $ - Net Income (Loss) (609) Dividends-Common Stock - Dividends-Preferred Stock - Preferred Stock Expense - Other Changes - Retained Earnings, End of Period $ (609) Page 2 of 6 Atlantic Energy, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings December 31, 1996 (thousands of dollars) Atlantic City Electric Co. Consol. Operating Revenues Electric $ 982,492 Other - Total Operating Revenue 982,492 Operating Expenses: Energy 223,091 Purchased Capacity 195,699 Operations 156,891 Maintenance 44,462 Depreciation and Amortization 80,845 State Excise Taxes 104,815 State Income Taxes - Federal Income Taxes 32,272 Other Taxes 9,888 Total Operating Expenses 847,963 Operating Income and Expense 134,529 Other Income and Expense: AFDC Equity Funds 879 Earnings from Subsidiary Companies - Earnings from Investees - Miscellaneous Income-Net 4,908 Total Other Income and Expense 5,787 Income Before Interest Charges 140,316 Interest Charges: Interest on Long Term Debt 60,029 Other Interest Expense 4,818 Total Interest Charges 64,847 Allowance for Borrowed Funds Used During Construction (976) Net Interest Charges 63,871 Less Preferred Securities Dividend Requirements of Subsidiary (1,428) Net Income (Loss) 75,017 Preferred Stock Dividend Requirements (9,904) Income Available for Common Stock $ 65,113 Retained Earnings Beginning of Period $ 252,484 Net Income (Loss) 75,017 Dividends-Common Stock (82,163) Dividends-Preferred Stock (9,904) Preferred Stock Expense (486) Other Changes - Retained Earnings, End of Period $ 234,948 Page 3 of 6 Atlantic Energy, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings December 31, 1996 (thousands of dollars) Atlantic Energy Enterprises Inc. Consolidated Operating Revenues Electric $ - Other 9,752 Total Operating Revenue 9,752 Operating Expenses: Energy - Purchased Capacity - Operations 10,183 Maintenance 117 Depreciation and Amortization 742 State Excise Taxes - State Income Taxes 265 Federal Income Taxes (1,519) Other Taxes 319 Total Operating Expenses 10,107 Operating Income and Expense (355) Other Income and Expense: AFDC Equity Funds - Earnings from Subsidiary Companies - Earnings from Investees 3,326 Miscellaneous Income-Net (2,557) Total Other Income and Expense 769 Income Before Interest Charges 414 Interest Charges: Interest on Long Term Debt 468 Other Interest Expense 2,102 Total Interest Charges 2,570 Allowance for Borrowed Funds Used During Construction - Net Interest Charges 2,570 Less Preferred Securities Dividend Requirements of Subsidiary - Net Income (Loss) (2,156) Preferred Stock Dividend Requirements - Income Available for Common Stock $ (2,156) Retained Earnings Beginning of Period $ (9,382) Net Income (Loss) (2,156) Dividends-Common Stock - Dividends-Preferred Stock - Preferred Stock Expense - Other Changes - Retained Earnings, End of Period $(11,538) Page 4 of 6 Atlantic Energy, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings December 31, 1996 (thousands of dollars) Elimination & Reclass Entries (Debit)Credit Operating Revenues Electric $ (2,237) Other (9,764) Total Operating Revenue (12,001) Operating Expenses: Energy - Purchased Capacity - Operations 15,114 Maintenance 161 Depreciation and Amortization 750 State Excise Taxes - State Income Taxes 265 Federal Income Taxes (3,806) Other Taxes 319 Total Operating Expenses 12,803 Operating Income and Expense 802 Other Income and Expense: AFDC Equity Funds - Earnings from Subsidiary Companies (72,252) Earnings from Investees (3,326) Miscellaneous Income-Net (1,745) Total Other Income and Expense (77,323) Income Before Interest Charges (76,521) Interest Charges: Interest on Long Term Debt 1,978 Other Interest Expense 2,291 Total Interest Charges 4,269 Allowance for Borrowed Funds Used During Construction - Net Interest Charges 4,269 Less Preferred Securities Dividend Requirements of Subsidiary - Net Income (Loss) (72,252) Preferred Stock Dividend Requirements 9,904 Income Available for Common Stock $ (62,348) Retained Earnings Beginning of Period $(243,102) Net Income (Loss) (72,252) Dividends-Common Stock 82,163 Dividends-Preferred Stock 9,904 Preferred Stock Expense 486 Other Changes - Retained Earnings, End of Period $(222,801) Page 5 of 6 Atlantic Energy, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings December 31, 1996 (thousands of dollars) Atlantic Energy, Inc. Consolidated Operating Revenues Electric $980,255 Other - Total Operating Revenue 980,255 Operating Expenses: Energy 223,091 Purchased Capacity 195,699 Operations 156,799 Maintenance 44,418 Depreciation and Amortization 80,845 State Excise Taxes 104,815 State Income Taxes - Federal Income Taxes 32,272 Other Taxes 9,888 Total Operating Expenses 847,827 Operating Income and Expense 132,428 Other Income and Expense: AFDC Equity Funds 879 Earnings from Subsidiary Companies - Earnings from Investees - Miscellaneous Income-Net 663 Total Other Income and Expense 1,542 Income Before Interest Charges 133,970 Interest Charges: Interest on Long Term Debt 60,029 Other Interest Expense 4,818 Total Interest Charges 64,847 Allowance for Borrowed Funds Used During Construction (976) Net Interest Charges 63,871 Less Preferred Securities Dividends Requirements of Subsidiary (11,332) Net Income (Loss) 58,767 Preferred Stock Dividend Requirements - Income Available for Common Stock $ 58,767 Retained Earnings Beginning of Period $249,741 Net Income (Loss) 58,767 Dividends-Common Stock (81,163) Dividends-Preferred Stock - Preferred Stock Expense - Other Changes 285 Retained Earnings, End of Period $227,630 Page 6 of 6 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Atlantic Generation, Inc. ASSETS Electric Utility Plant: $ In Service - Less Accumulated Depreciation - Net - Construction Work in Progress - Land Held for Future Use - Leased Property-Net - Electric Utility Plant-Net - Investment in Subsidiary Companies - Investment in Leveraged Leases - Nuclear Decommissioning Trust Fund - Nonutility Property and Equipment-Net 77 Other Investments and Funds 18,610 Total Nonutility Property and Investments 18,687 Current Assets: Cash and Temporary Investments 5,825 Accounts Receivable: Utility Service - Miscellaneous 170 Allowance for Doubtful Accounts - Notes Receivable-Associated Companies - Advances-Associated Companies - Dividends Receivable-Subsidiaries - Accounts Receivable-Associated Companies 762 Unbilled Revenues - Fuel (at average cost) - Materials and Supplies (at average cost) - Working Funds - Deferred Income Taxes - Deferred Energy Costs - Prepaid Excise Tax - Other 6 Total Current Assets 6,763 Deferred Debits: Unrecovered Purchased Power Costs - Unamortized Debt Costs - Unrecovered State Excise Taxes - Recoverable Federal Income Taxes - Deferred Income Taxes 1,191 Other Regulatory Assets - License Fees - Other 377 Total Deferred Debits 1,568 Total Assets $ 27,018 Page 1 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Atlantic Generation, Inc. LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $ - Other Equity - Unearned Compensation - Retained Earnings 21,360 Total Common Shareholder's Equity 21,360 Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption - Subject to Mandatory Redemption - Cumulative Quarterly Income Preferred Securities - Long Term Debt - Total Capitalization 21,360 Current Liabilities: Preferred Stock Redemption Requirement - Capital Lease Obligations - Current Portion - Long Term Debt - Current Portion - Short Term Debt - Accounts Payable 99 Advances-Associated Companies - Accounts Payable-Associated Companies 4,535 Taxes Accrued - Interest Accrued - Dividends Declared - Deferred Income Taxes - Provision for Rate Refunds - Other - Total Current Liabilities 4,634 Deferred Credits and Other Liabilities: Deferred Income Taxes 7 Deferred Income Tax Credits 117 Capital Lease Obligations - Other 900 Total Deferred Credits and Other Liabilities 1,024 Total Liabilities and Capitalization $ 27,018 Page 2 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Binghamton General, Inc. ASSETS Electric Utility Plant: $ In Service - Less Accumulated Depreciation - Net - Construction Work in Progress - Land Held for Future Use - Leased Property-Net - Electric Utility Plant-Net - Investment in Subsidiary Companies - Investment in Leveraged Leases - Nuclear Decommissioning Trust Fund - Nonutility Property and Equipment-Net - Other Investments and Funds 1,415 Total Nonutility Property and Investments 1,415 Current Assets: Cash and Temporary Investments - Accounts Receivable: Utility Service - Miscellaneous - Allowance for Doubtful Accounts - Notes Receivable-Associated Companies - Advances-Associated Companies - Dividends Receivable-Subsidiaries - Accounts Receivable-Associated Companies 189 Unbilled Revenues - Fuel (at average cost) - Materials and Supplies (at average cost) - Working Funds - Deferred Income Taxes - Deferred Energy Costs - Prepaid Excise Tax - Other - Total Current Assets 189 Deferred Debits: Unrecovered Purchased Power Costs - Unamortized Debt Costs - Unrecovered State Excise Taxes - Recoverable Federal Income Taxes - Deferred Income Taxes - Other Regulatory Assets - License Fees - Other - Total Deferred Debits - Total Assets $ 1,604 Page 3 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Binghamton General, Inc. LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $ - Other Equity - Unearned Compensation - Retained Earnings 1,462 Total Common Shareholder's Equity 1,462 Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption - Subject to Mandatory Redemption - Cumulative Quarterly Income Preferred Securities - Long Term Debt - Total Capitalization 1,462 Current Liabilities: Preferred Stock Redemption Requirement - Capital Lease Obligations - Current Portion - Long Term Debt- Current Portion - Short Term Debt - Accounts Payable - Advances-Associated Companies - Accounts Payable-Associated Companies 57 Taxes Accrued 10 Interest Accrued - Dividends Declared - Deferred Income Taxes - Provision for Rate Refunds - Other - Total Current Liabilities 67 Deferred Credits and Other Liabilities: Deferred Income Taxes - Deferred Income Tax Credits 75 Capital Lease Obligations - Other - Total Deferred Credits and Other Liabilities 75 Total Liabilities and Capitalization $ 1,604 Page 4 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Binghamton Limited, Inc. ASSETS Electric Utility Plant: $ In Service - Less Accumulated Depreciation - Net - Construction Work in Progress - Land Held for Future Use - Leased Property-Net - Electric Utility Plant-Net - Investment in Subsidiary Companies - Investment in Leveraged Leases - Nuclear Decommissioning Trust Fund - Nonutility Property and Equipment-Net - Other Investments and Funds 3,302 Total Nonutility Property and Investments 3,302 Current Assets: Cash and Temporary Investments - Accounts Receivable: Utility Service - Miscellaneous - Allowance for Doubtful Accounts - Notes Receivable-Associated Companies - Advances-Associated Companies - Dividends Receivable-Subsidiaries - Accounts Receivable-Associated Companies 410 Unbilled Revenues - Fuel (at average cost) - Materials and Supplies (at average cost) - Working Funds - Deferred Income Taxes - Deferred Energy Costs - Prepaid Excise Tax - Other - Total Current Assets 410 Deferred Debits: Unrecovered Purchased Power Costs - Unamortized Debt Costs - Unrecovered State Excise Taxes - Recoverable Federal Income Taxes - Deferred Income Taxes - Other Regulatory Assets - License Fees - Other - Total Deferred Debits - Total Assets $ 3,712 Page 5 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Binghamton Limited, Inc. LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $ 1 Other Equity - Unearned Compensation - Retained Earnings 3,290 Total Common Shareholder's Equity 3,291 Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption - Subject to Mandatory Redemption - Cumulative Quarterly Income Preferred Securities - Long Term Debt - Total Capitalization 3,291 Current Liabilities: Preferred Stock Redemption Requirement - Capital Lease Obligations - Current Portion - Long Term Debt- Current Portion - Short Term Debt - Accounts Payable - Advances-Associated Companies - Accounts Payable-Associated Companies 135 Taxes Accrued 20 Interest Accrued - Dividends Declared - Deferred Income Taxes - Provision for Rate Refunds - Other - Total Current Liabilities 155 Deferred Credits and Other Liabilities: Deferred Income Taxes - Deferred Income Tax Credits 266 Capital Lease Obligations - Other - Total Deferred Credits and Other Liabilities 266 Total Liabilities and Capitalization $ 3,712 Page 6 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Pedrick General, Inc. ASSETS Electric Utility Plant: $ In Service - Less Accumulated Depreciation - Net - Construction Work in Progress - Land Held for Future Use - Leased Property-Net - Electric Utility Plant-Net - Investment in Subsidiary Companies - Investment in Leveraged Leases - Nuclear Decommissioning Trust Fund - Nonutility Property and Equipment-Net - Other Investments and Funds 3,197 Total Nonutility Property and Investments 3,197 Current Assets: Cash and Temporary Investments - Accounts Receivable: Utility Service - Miscellaneous - Allowance for Doubtful Accounts - Notes Receivable-Associated Companies - Advances-Associated Companies - Dividends Receivable-Subsidiaries - Accounts Receivable-Associated Companies - Unbilled Revenues - Fuel (at average cost) - Materials and Supplies (at average cost) - Working Funds - Deferred Income Taxes - Deferred Energy Costs - Prepaid Excise Tax - Other - Total Current Assets - Deferred Debits: Unrecovered Purchased Power Costs - Unamortized Debt Costs - Unrecovered State Excise Taxes - Recoverable Federal Income Taxes - Deferred Income Taxes 59 Other Regulatory Assets - License Fees - Other - Total Deferred Debits 59 Total Assets $ 3,256 Page 7 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Pedrick General, Inc. LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $ 1 Other Equity - Unearned Compensation - Retained Earnings 1,574 Total Common Shareholder's Equity 1,575 Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption - Subject to Mandatory Redemption - Cumulative Quarterly Income Preferred Securities - Long Term Debt - Total Capitalization 1,575 Current Liabilities: Preferred Stock Redemption Requirement - Capital Lease Obligations - Current Portion - Long Term Debt- Current Portion - Short Term Debt - Accounts Payable - Advances-Associated Companies - Accounts Payable-Associated Companies 874 Taxes Accrued 5 Interest Accrued - Dividends Declared - Deferred Income Taxes - Provision for Rate Refunds - Other - Total Current Liabilities 879 Deferred Credits and Other Liabilities: Deferred Income Taxes 171 Deferred Income Tax Credits 631 Capital Lease Obligations - Other - Total Deferred Credits and Other Liabilities 802 Total Liabilities and Capitalization $ 3,256 Page 8 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Pedrick Limited, Inc. ASSETS Electric Utility Plant: $ In Service - Less Accumulated Depreciation - Net - Construction Work in Progress - Land Held for Future Use - Leased Property-Net - Electric Utility Plant-Net - Investment in Subsidiary Companies - Investment in Leveraged Leases - Nuclear Decommissioning Trust Fund - Nonutility Property and Equipment-Net - Other Investments and Funds 7,459 Total Nonutility Property and Investments 7,459 Current Assets: Cash and Temporary Investments - Accounts Receivable: Utility Service - Miscellaneous - Allowance for Doubtful Accounts - Notes Receivable-Associated Companies - Advances-Associated Companies - Dividends Receivable-Subsidiaries - Accounts Receivable-Associated Companies - Unbilled Revenues - Fuel (at average cost) - Materials and Supplies (at average cost) - Working Funds - Deferred Income Taxes - Deferred Energy Costs - Prepaid Excise Tax - Other - Total Current Assets - Deferred Debits: Unrecovered Purchased Power Costs - Unamortized Debt Costs - Unrecovered State Excise Taxes - Recoverable Federal Income Taxes - Deferred Income Taxes 138 Other Regulatory Assets - License Fees - Other - Total Deferred Debits 138 Total Assets $ 7,597 Page 9 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Pedrick Limited, Inc. LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $ 1 Other Equity - Unearned Compensation - Retained Earnings 3,683 Total Common Shareholder's Equity 3,684 Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption - Subject to Mandatory Redemption - Cumulative Quarterly Income Preferred Securities - Long Term Debt - Total Capitalization 3,684 Current Liabilities: Preferred Stock Redemption Requirement - Capital Lease Obligations - Current Portion - Long Term Debt- Current Portion - Short Term Debt - Accounts Payable - Advances-Associated Companies - Accounts Payable-Associated Companies 2,107 Taxes Accrued (55) Interest Accrued - Dividends Declared - Deferred Income Taxes - Provision for Rate Refunds - Other - Total Current Liabilities 2,052 Deferred Credits and Other Liabilities: Deferred Income Taxes 97 Deferred Income Tax Credits 1,764 Capital Lease Obligations - Other - Total Deferred Credits and Other Liabilities 1,861 Total Liabilities and Capitalization $ 7,597 Page 10 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Vineland General, Inc. ASSETS Electric Utility Plant: $ In Service - Less Accumulated Depreciation - Net - Construction Work in Progress - Land Held for Future Use - Leased Property-Net - Electric Utility Plant-Net - Investment in Subsidiary Companies - Investment in Leveraged Leases - Nuclear Decommissioning Trust Fund - Nonutility Property and Equipment-Net - Other Investments and Funds 638 Total Nonutility Property and Investments 638 Current Assets: Cash and Temporary Investments - Accounts Receivable: Utility Service - Miscellaneous - Allowance for Doubtful Accounts - Notes Receivable-Associated Companies - Advances-Associated Companies - Dividends Receivable-Subsidiaries - Accounts Receivable-Associated Companies 21 Unbilled Revenues - Fuel (at average cost) - Materials and Supplies (at average cost) - Working Funds - Deferred Income Taxes - Deferred Energy Costs - Prepaid Excise Tax - Other - Total Current Assets 21 Deferred Debits: Unrecovered Purchased Power Costs - Unamortized Debt Costs - Unrecovered State Excise Taxes - Recoverable Federal Income Taxes - Deferred Income Taxes 3 Other Regulatory Assets - License Fees - Other - Total Deferred Debits 3 Total Assets $ 662 Page 11 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Vineland General, Inc. LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $ 1 Other Equity - Unearned Compensation - Retained Earnings 615 Total Common Shareholder's Equity 616 Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption - Subject to Mandatory Redemption - Cumulative Quarterly Income Preferred Securities - Long Term Debt - Total Capitalization 616 Current Liabilities: Preferred Stock Redemption Requirement - Capital Lease Obligations - Current Portion - Long Term Debt- Current Portion - Short Term Debt - Accounts Payable - Advances-Associated Companies - Accounts Payable-Associated Companies - Taxes Accrued - Interest Accrued - Dividends Declared - Deferred Income Taxes - Provision for Rate Refunds - Other - Total Current Liabilities - Deferred Credits and Other Liabilities: Deferred Income Taxes 8 Deferred Income Tax Credits 38 Capital Lease Obligations - Other - Total Deferred Credits and Other Liabilities 46 Total Liabilities and Capitalization $ 662 Page 12 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Vineland Limited, Inc. ASSETS Electric Utility Plant: $ In Service - Less Accumulated Depreciation - Net - Construction Work in Progress - Land Held for Future Use - Leased Property-Net - Electric Utility Plant-Net - Investment in Subsidiary Companies - Investment in Leveraged Leases - Nuclear Decommissioning Trust Fund - Nonutility Property and Equipment-Net - Other Investments and Funds 5,742 Total Nonutility Property and Investments 5,742 Current Assets: Cash and Temporary Investments - Accounts Receivable: Utility Service - Miscellaneous - Allowance for Doubtful Accounts - Notes Receivable-Associated Companies - Advances-Associated Companies - Dividends Receivable-Subsidiaries - Accounts Receivable-Associated Companies 204 Unbilled Revenues - Fuel (at average cost) - Materials and Supplies (at average cost) - Working Funds - Deferred Income Taxes - Deferred Energy Costs - Prepaid Excise Tax - Other - Total Current Assets 204 Deferred Debits: Unrecovered Purchased Power Costs - Unamortized Debt Costs - Unrecovered State Excise Taxes - Recoverable Federal Income Taxes - Deferred Income Taxes 29 Other Regulatory Assets - License Fees - Other - Total Deferred Debits 29 Total Assets $ 5,975 Page 13 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Vineland Limited, Inc. LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $ 1 Other Equity - Unearned Compensation - Retained Earnings 5,560 Total Common Shareholder's Equity 5,561 Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption - Subject to Mandatory Redemption - Cumulative Quarterly Income Preferred Securities - Long Term Debt - Total Capitalization 5,561 Current Liabilities: Preferred Stock Redemption Requirement - Capital Lease Obligations - Current Portion - Long Term Debt- Current Portion - Short Term Debt - Accounts Payable - Advances-Associated Companies - Accounts Payable-Associated Companies 1 Taxes Accrued - Interest Accrued - Dividends Declared - Deferred Income Taxes - Provision for Rate Refunds - Other - Total Current Liabilities 1 Deferred Credits and Other Liabilities: Deferred Income Taxes 83 Deferred Income Tax Credits 330 Capital Lease Obligations - Other - Total Deferred Credits and Other Liabilities 413 Total Liabilities and Capitalization $ 5,975 Page 14 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Eliminations and Reclassifications Debits Credits ASSETS Electric Utility Plant: In Service $ - $ - Less Accumulated Depreciation - - Net - - Construction Work in Progress - - Land Held for Future Use - - Leased Property-Net - - Electric Utility Plant-Net - - Investment in Subsidiary Companies - - Investment in Leveraged Leases - - Nuclear Decommissioning Trust Fund - - Nonutility Property and Equipment-Net - - Other Investments and Funds - 16,189 Total Nonutility Property and Investments - $ 16,189 Current Assets: Cash and Temporary Investments - - Accounts Receivable: Utility Service - - Miscellaneous - - Allowance for Doubtful Accounts - - Notes Receivable-Associated Companies - - Advances-Associated Companies - - Dividends Receivable-Subsidiaries - - Accounts Receivable-Associated Companies - 762 Unbilled Revenues - - Fuel (at average cost) - - Materials and Supplies (at average cost) - - Working Funds - - Deferred Income Taxes - - Deferred Energy Costs - - Prepaid Excise Tax - - Other - - Total Current Assets - 762 Deferred Debits: Unrecovered Purchased Power Costs - - Unamortized Debt Costs - - Unrecovered State Excise Taxes - - Recoverable Federal Income Taxes - - Deferred Income Taxes - - Other Regulatory Assets - - License Fees - - Other - - Total Deferred Debits - - Total Assets $ - $ 16,951 Page 15 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Eliminations and Reclassifications Debits Credits LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $ 5 $ - Other Equity - - Unearned Compensation - - Retained Earnings 16,184 - Total Common Shareholder's Equity 16,189 - Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption - - Subject to Mandatory Redemption - - Cumulative Quarterly Income Preferred Securities - - Long Term Debt - - Total Capitalization 16,189 - Current Liabilities: Preferred Stock Redemption Requirement - - Capital Lease Obligations - Current Portion - - Long Term Debt - Current Portion - - Short Term Debt - - Accounts Payable - - Advances-Associated Companies - - Accounts Payable-Associated Companies 762 - Taxes Accrued - - Interest Accrued - - Dividends Declared - - Deferred Income Taxes - - Provision for Rate Refunds - - Other - - Total Current Liabilities 762 - Deferred Credits and Other Liabilities: Deferred Income Taxes - - Deferred Income Tax Credits - - Capital Lease Obligations - - Other - - Total Deferred Credits and Other Liabilities - - Total Liabilities and Capitalization $ 16,951 $ - Page 16 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Atlantic Generation,Inc. Consolidated Assets Electric Utility Plant: In Service $ - Less Accumulated Depreciation - Net - Construction Work in Progress - Land Held for Future Use - Leased Property-Net - Electric Utility Plant-Net - Investment in Subsidiary Companies - Investment in Leveraged Leases - Nuclear Decommissioning Trust Fund - Nonutility Property and Equipment-Net 77 Other Investments and Funds 24,174 Total Nonutility Property and Investments 24,251 Current Assets: Cash and Temporary Investments 5,825 Accounts Receivable: Utility Service - Miscellaneous 170 Allowance for Doubtful Accounts - Notes Receivable-Associated Companies - Advances-Associated Companies - Dividends Receivable-Subsidiaries - Accounts Receivable-Associated Companies 824 Unbilled Revenues - Fuel (at average cost) - Materials and Supplies (at average cost) - Working Funds - Deferred Income Taxes - Deferred Energy Costs - Prepaid Excise Tax - Other 6 Total Current Assets 6,825 Deferred Debits: Unrecovered Purchased Power Costs - Unamortized Debt Costs - Unrecovered State Excise Taxes - Recoverable Federal Income Taxes - Deferred Income Taxes 1,420 Other Regulatory Assets - License Fees - Other 377 Total Deferred Debits 1,797 Total Assets $ 32,873 Page 17 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996 (thousands of dollars) Atlantic Generation,Inc. Consolidated LIABILITIES & CAPITALIZATION: Capitalization: Common Shareholder's Equity: Common Stock $ - Other Equity - Unearned Compensation Retained Earnings 21,360 Total Common Shareholder's Equity 21,360 Preferred Securities of Atlantic Electric Not Subject to Mandatory Redemption - Subject to Mandatory Redemption - Cumulative Quarterly Income Preferred Securities - Long Term Debt - Total Capitalization 21,360 Current Liabilities: Preferred Stock Redemption Requirement - Capital Lease Obligation-Current Portion - Long Term Debt - Current Portion - Short Term Debt - Accounts Payable 99 Advances-Associated Companies - Accounts Payable-Associated Companies 6,947 Taxes Accrued (20) Interest Accrued - Dividends Declared - Deferred Income Taxes - Provision for Rate Refunds - Other - Total Current Liabilities 7,026 Deferred Credits and Other Liabilities: Deferred Income Taxes 366 Deferred Income Tax Credits 3,221 Capital Lease Obligations - Other 900 Total Deferred Credits and Other Liabilities 4,487 Total Liabilities and Capitalization $ 32,873 Page 18 of 18 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings For the Year Ending December 31, 1996 (thousands of dollars) Atlantic Generation, Inc. Operating Revenues Electric $ - Other 1,683 Total Operating Revenue 1,683 Operating Expenses: Energy - Purchased Capacity - Operations 2,591 Maintenance - Depreciation and Amortization 9 State Excise Taxes - State Income Taxes (24) Federal Income Taxes (320) Other Taxes - Total Operating Expenses 2,256 Operating Income and Expense (573) Other Income and Expense: AFDC Equity Funds - Earnings from Subsidiary Companies - Earnings from Investees 1,356 Miscellaneous Income-Net 201 Total Other Income and Expense 1,557 Income Before Interest Charges 984 Interest Charges: Interest on Long Term Debt - Other Interest Expense 5 Total Interest Charges 5 Allowance for Borrowed Funds Used During Construction - Net Interest Charges 5 Less Preferred Securities Dividend Requirements of Subsidiary - Net Income (Loss) 979 Preferred Stock Dividend Requirements - Income Available for Common Stock $ 979 Retained Earnings Beginning of Period $ 26,081 Net Income (Loss) 979 Dividends-Common Stock - Dividends-Preferred Stock - Preferred Stock Expense - Other Changes (5,700) Retained Earnings, End of Period $ 21,360 Page 1 of 9 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings For the Year Ending December 31, 1996 (thousands of dollars) Binghamton General, Inc. Operating Revenues Electric $ - Other - Total Operating Revenue - Operating Expenses: Energy - Purchased Capacity - Operations - Maintenance - Depreciation and Amortization - State Excise Taxes - State Income Taxes 20 Federal Income Taxes (212) Other Taxes - Total Operating Expenses (192) Operating Income and Expense 192 Other Income and Expense: AFDC Equity Funds - Earnings from Subsidiary Companies - Earnings from Investees 159 Miscellaneous Income-Net (739) Total Other Income and Expense (580) Income Before Interest Charges (388) Interest Charges: Interest on Long Term Debt - Other Interest Expense - Total Interest Charges - Allowance for Borrowed Funds Used During Construction - Net Interest Charges - Less Preferred Securities Dividend Requirements of Subsidiary - Net Income (Loss) (388) Preferred Stock Dividend Requirements - Income Available for Common Stock $ (388) Retained Earnings Beginning of Period $ 1,850 Net Income (Loss) (388) Dividends-Common Stock - Dividends-Preferred Stock - Preferred Stock Expense - Other Changes - Retained Earnings, End of Period $ 1,462 Page 2 of 9 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings For the Year Ending December 31, 1996 (thousands of dollars) Binghamton Limited, Inc. Operating Revenues Electric $ - Other - Total Operating Revenue - Operating Expenses: Energy - Purchased Capacity - Operations - Maintenance - Depreciation and Amortization - State Excise Taxes - State Income Taxes 48 Federal Income Taxes (494) Other Taxes - Total Operating Expenses (446) Operating Income and Expense 446 Other Income and Expense: AFDC Equity Funds - Earnings from Subsidiary Companies - Earnings from Investees 371 Miscellaneous Income-Net (1,723) Total Other Income and Expense (1,352) Income Before Interest Charges (906) Interest Charges: Interest on Long Term Debt - Other Interest Expense - Total Interest Charges - Allowance for Borrowed Funds Used During Construction - Net Interest Charges - Less Preferred Securities Dividend Requirements of Subsidiary - Net Income (Loss) (906) Preferred Stock Dividend Requirements - Income Available for Common Stock $ (906) Retained Earnings Beginning of Period $ 4,196 Net Income (Loss) (906) Dividends-Common Stock - Dividends-Preferred Stock - Preferred Stock Expense - Other Changes - Retained Earnings, End of Period $ 3,290 Page 3 of 9 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings For the Year Ending December 31, 1996 (thousands of dollars) Pedrick General, Inc. Operating Revenues Electric $ - Other - Total Operating Revenue - Operating Expenses: Energy - Purchased Capacity - Operations 1 Maintenance - Depreciation and Amortization - State Excise Taxes - State Income Taxes 106 Federal Income Taxes 375 Other Taxes - Total Operating Expenses 482 Operating Income and Expense (482) Other Income and Expense: AFDC Equity Funds - Earnings from Subsidiary Companies - Earnings from Investees 1,092 Miscellaneous Income-Net - Total Other Income and Expense 1,092 Income Before Interest Charges 610 Interest Charges: Interest on Long Term Debt - Other Interest Expense - Total Interest Charges - Allowance for Borrowed Funds Used During Construction - Net Interest Charges - Less Preferred Securities Dividend Requirements of Subsidiary - Net Income (Loss) 610 Preferred Stock Dividend Requirements - Income Available for Common Stock $ 610 Retained Earnings Beginning of Period $ 4,391 Net Income (Loss) 610 Dividends-Common Stock - Dividends-Preferred Stock - Preferred Stock Expense - Other Changes (3,427) Retained Earnings, End of Period $ 1,574 Page 4 of 9 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings For the Year Ending December 31, 1996 (thousands of dollars) Pedrick Limited, Inc. Operating Revenues Electric $ - Other - Total Operating Revenue - Operating Expenses: Energy - Purchased Capacity - Operations 3 Maintenance - Depreciation and Amortization - State Excise Taxes - State Income Taxes 344 Federal Income Taxes 785 Other Taxes - otal Operating Expenses 1,132 Operating Income and Expense (1,132) Other Income and Expense: AFDC Equity Funds - Earnings from Subsidiary Companies - Earnings from Investees 2,548 Miscellaneous Income-Net - Total Other Income and Expense 2,548 Income Before Interest Charges 1,416 Interest Charges: Interest on Long Term Debt - Other Interest Expense - Total Interest Charges - Allowance for Borrowed Funds Used During Construction - Net Interest Charges - Less Preferred Securities Dividend Requirements of Subsidiary - Net Income (Loss) 1,416 Preferred Stock Dividend Requirements - Income Available for Common Stock $ 1,416 Retained Earnings Beginning of Period $ 10,264 Net Income (Loss) 1,416 Dividends-Common Stock - Dividends-Preferred Stock - Preferred Stock Expense - Other Changes (7,997) Retained Earnings, End of Period $ 3,683 Page 5 of 9 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings For the Year Ending December 31, 1996 (thousands of dollars) Vineland General, Inc. Operating Revenues Electric $ - Other - Total Operating Revenue - Operating Expenses: Energy - Purchased Capacity - Operations - Maintenance - Depreciation and Amortization - State Excise Taxes - State Income Taxes (5) Federal Income Taxes 32 Other Taxes - Total Operating Expenses 27 Operating Income and Expense (27) Other Income and Expense: AFDC Equity Funds - Earnings from Subsidiary Companies - Earnings from Investees 86 Miscellaneous Income-Net - Total Other Income and Expense 86 Income Before Interest Charges 59 Interest Charges: Interest on Long Term Debt - Other Interest Expense - Total Interest Charges - Allowance for Borrowed Funds Used During Construction - Net Interest Charges - Less Preferred Securities Dividend Requirements of Subsidiary - Net Income (Loss) 59 Preferred Stock Dividend Requirements - Income Available for Common Stock $ 59 Retained Earnings Beginning of Period $ 556 Net Income (Loss) 59 Dividends-Common Stock - Dividends-Preferred Stock - Preferred Stock Expense - Other Changes - Retained Earnings, End of Period $ 615 Page 6 of 9 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings For the Year Ending December 31, 1996 (thousands of dollars) Vineland Limited, Inc. Operating Revenues Electric $ - Other - Total Operating Revenue - Operating Expenses: Energy - Purchased Capacity - Operations - Maintenance - Depreciation and Amortization - State Excise Taxes - State Income Taxes (41) Federal Income Taxes 251 Other Taxes - Total Operating Expenses 210 Operating Income and Expense (210) Other Income and Expense: AFDC Equity Funds - Earnings from Subsidiary Companies - Earnings from Investees 775 Miscellaneous Income-Net - Total Other Income and Expense 775 Income Before Interest Charges 565 Interest Charges: Interest on Long Term Debt - Other Interest Expense - Total Interest Charges - Allowance for Borrowed Funds Used During Construction - Net Interest Charges - Less Preferred Securities Dividend Requirements of Subsidiary - Net Income (Loss) 565 Preferred Stock Dividend Requirements - Income Available for Common Stock $ 565 Retained Earnings Beginning of Period $ 4,995 Net Income (Loss) 565 Dividends-Common Stock - Dividends-Preferred Stock - Preferred Stock Expense - Other Changes - Retained Earnings, End of Period $ 5,560 Page 7 of 9 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings For the Year Ending December 31, 1996 (thousands of dollars) Elimination & Reclass Entries (Debit)Credit Operating Revenues Electric $ - Other - Total Operating Revenue - Operating Expenses: Energy - Purchased Capacity - Operations - Maintenance - Depreciation and Amortization - State Excise Taxes - State Income Taxes - Federal Income Taxes - Other Taxes - Total Operating Expenses - Operating Income and Expense Other Income and Expense: AFDC Equity Funds - Earnings from Subsidiary Companies - Earnings from Investees (1,356) Miscellaneous Income-Net - Total Other Income and Expense (1,356) Income Before Interest Charges (1,356) Interest Charges: Interest on Long Term Debt - Other Interest Expense - Total Interest Charges - Allowance for Borrowed Funds Used During Construction - Net Interest Charges - Less Preferred Securities Dividend Requirements of Subsidiary - Net Income (Loss) (1,356) Preferred Stock Dividend Requirements - Income Available for Common Stock $ (1,356) Retained Earnings Beginning of Period $ (26,253) Net Income (Loss) (1,356) Dividends-Common Stock - Dividends-Preferred Stock - Preferred Stock Expense - Other Changes 11,425 Retained Earnings, End of Period $ (16,184) Page 8 of 9 Atlantic Generation, Inc. and Subsidiaries Consolidating Statement of Income and Retained Earnings For the Year Ending December 31, 1996 (thousands of dollars) Atlantic Generation Inc. Consolidated Operating Revenues Electric $ - Other 1,683 Total Operating Revenue 1,683 Operating Expenses: Energy - Purchased Capacity - Operations 2,596 Maintenance - Depreciation and Amortization 10 State Excise Taxes - State Income Taxes 446 Federal Income Taxes 417 Other Taxes - Total Operating Expenses 3,469 Operating Income and Expense (1,786) Other Income and Expense: AFDC Equity Funds - Earnings from Subsidiary Companies - Earnings from Investees 5,031 Miscellaneous Income-Net (2,261) Total Other Income and Expense 2,770 Income Before Interest Charges 984 Interest Charges: Interest on Long Term Debt - Other Interest Expense 5 Total Interest Charges 5 Allowance for Borrowed Funds Used During Construction - Net Interest Charges 5 Less Preferred Securities Dividends Requirements of Subsidiary - Net Income (Loss) 979 Preferred Stock Dividend Requirements - Income Available for Common Stock $ 979 Retained Earnings Beginning of Period $ 26,081 Net Income (Loss) 979 Dividends-Common Stock - Dividends-Preferred Stock - Preferred Stock Expense - Other Changes (5,700) Retained Earnings, End of Period $ 21,360 Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----