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<PAGE>
Form U-13-60
Mutual and Subsidiary Service Companies
ANNUAL REPORT
For the Period
Beginning January 1, 1998 and Ending December 31, 1998
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 the
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
<PAGE>
INSTRUCTIONS FOR USE OF FORM U-13-60
1. TIME OF FILING. Rule 94 provides that on or before the first day
of May in each calendar year, each mutual service company and each
subsidiary service company as to which the Commission shall have
made a favorable finding pursuant to Rule 88, and every service
company whose application for approval or declaration pursuant to
Rule 88 is pending shall file with the Commission an annual report
on Form U-13-60 and in accordance with the Instructions for that
form.
2. NUMBER OF COPIES. Each annual report shall be filed in duplicate.
The company should prepare and retain at least one extra copy for
itself in case correspondence with reference to the report become
necessary.
3. PERIOD COVERED BY REPORT. The first report filed by any company
shall cover the period from the date the Uniform System of
Accounts was required to be made effective as to that company
under Rules 82 and 93 to the end of that calendar year. Subsequent
reports should cover a calendar year.
4. REPORT FORMAT. Reports shall be submitted on the forms prepared by
the Commission. If the space provided on any sheet of such form is
inadequate, additional sheets may be inserted of the same size as
a sheet of the form or folded to such size.
5. MONEY AMOUNTS DISPLAYED. All money amounts required to be shown in
financial statements may be expressed in whole dollars, in
thousands of dollars or in hundred thousands of dollars, as
appropriate and subject to provisions of Regulation S-X (Section
210.3-01(c)).
6. DEFICITS DISPLAYED. Deficits and other like entries shall be
indicated by the use of either brackets or a parenthesis with
corresponding reference in footnotes.
(Regulation S-X, Section 210.3-01 (c) ).
7. MAJOR AMENDMENTS OR CORRECTIONS. Any company desiring to amend or
correct a major omission or error in a report after it has been
filed with the Commission shall submit an amended report including
only those pages, schedules, and entries that are to be amended or
corrected. A cover letter shall be submitted requesting the
Commission to incorporate the amended report changes and shall be
signed by a duly authorized officer of the company.
8. DEFINITIONS. Definitions contained in Instruction 01-8 to the
Uniform System of Accounts for Mutual Service Companies and
Subsidiary Service Companies, Public Utility Holding Company Act
of 1935, as amended February 2, 1979 shall be applicable to words
or terms used specifically within this Form U-13-60.
9. ORGANIZATION CHART. The service company shall submit with each
annual report a copy of its current organization chart.
-1-
<PAGE>
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-
<PAGE>
LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNT
<TABLE>
<CAPTION>
Schedule or Page
Description of Schedules and Accounts Account Number Number
<S> <C> <C> <C>
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 30-32
Employee Pensions and Benefits Account 926 33
General Advertising Expenses Account 930.1 34
Miscellaneous General Expenses Account 930.2 35-36
Rents Account 931 37
Taxes Other Than Income Taxes Account 408 38
Donations Account 426.1 39
Other Deductions Account 426.5 40
Notes to Statement of Income Schedule XVIII 41
LISTING OF INSTRUCTIONAL FILING REQUIREMENTS
Description of Reports or Statements
ORGANIZATION CHART 42
METHODS OF ALLOCATION 43-49
ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED 50
SIGNATURE 51
</TABLE>
-3-
<PAGE>
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
<TABLE>
<CAPTION>
As of
Account Assets and Other Debits December 31
Current Prior
1998 1997
(In Thousands)
<S> <C> <C>
SERVICE COMPANY PROPERTY
101 Service Company Property (Schedule II) $ 11,774 $ -
107 Construction work in progress (Schedule II) 379 -
---------------------------
Total Property $ 12,153 $ -
---------------------------
108 Less accumulated provision for depreciation and amortization
of service company property
(Schedule III) $ 611 $ -
---------------------------
Net Service Company Property $ 11,542 $ -
---------------------------
INVESTMENTS
121 Nonutility Property $ 5,796 $ -
123 Investments in associate companies (Schedule IV) - -
124 Other investments (Schedule IV) - -
---------------------------
Total Investments $ 5,796 $ -
---------------------------
CURRENT AND ACCRUED ASSETS
131 Cash $ 1 $ -
134 Special deposits - -
135 Working funds 87 -
136 Temporary cash investments (Schedule IV) - -
141 Notes receivable - -
143 Accounts receivable - -
144 Accumulated provision for uncollectible accounts - -
146 Accounts receivable from associate companies
(Schedule V and XIV) 34,486 -
152 Fuel stock expenses undistributed (Schedule VIII) - -
154 Materials and supplies - -
163 Stores expense undistributed (Schedule VII) - -
165 Prepayments 930 -
174 Miscellaneous current and accrued assets - -
---------------------------
Total Current and Accrued Assets $ 35,504 $ -
---------------------------
DEFERRED DEBITS
181 Unamortized debt expense $ - $ -
183 Preliminary Survey and Investigation 22 -
184 Clearing accounts 127 -
186 Miscellaneous deferred debits (Schedule IX) 7 -
188 Research, development, or demonstration -
expenditures (Schedule X) - -
190 Accumulated deferred income taxes - -
---------------------------
Total Deferred Debits $ 156 $ -
---------------------------
TOTAL ASSETS AND OTHER DEBITS $ 52,998 $ -
===========================
</TABLE>
-4-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
SCHEDULE I - COMPARATIVE BALANCE SHEET
<TABLE>
<CAPTION>
As of
Account Liabilities and Proprietary Capital December 31
Current Prior
1998 1997
(In Thousands)
<S> <C> <C>
PROPRIETARY CAPITAL
201 Common stock issued (Schedule XI) $ 1 $ -
211 Miscellaneous paid-in-capital (Schedule XI) - -
215 Appropriated retained earnings (Schedule XI) - -
216 Unappropriated retained earnings (Schedule XI) (26) -
------------------------------------
Total Proprietary Capital $ (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 $ 7 $ -
231 Notes payable - -
232 Accounts payable 7,487 -
233 Notes payable to associate companies
(Schedule XIII and XIV) 37,327 -
234 Accounts payable to associate companies
(Schedule XIII and XIV) - -
236 Taxes accrued (1,123) -
237 Interest accrued 94 -
238 Dividends declared - -
241 Tax collections payable 1,323 -
242 Miscellaneous current and accrued liabilities -
(Schedule XIII) 6,560 -
------------------------------------
Total Current and Accrued Liabilities $ 51,675 $ -
------------------------------------
DEFERRED CREDITS
253 Other deferred credits $ 3 $ -
255 Accumulated deferred investment tax credits - -
------------------------------------
Total Deferred Credits $ 3 $ -
------------------------------------
ACCUMULATED DEFERRED INCOME TAXES
282 Accumulated deferred income taxes-Other Property $ - $ -
283 Accumulated deferred income taxes-Other 1,345 -
------------------------------------
Total Accumulated Deferred Income Taxes $ 1,345 $ -
------------------------------------
TOTAL LIABILITIES AND PROPRIETARY CAPITAL $ 52,998 $ -
====================================
</TABLE>
-5-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(In Thousands)
SCHEDULE II - SERVICE COMPANY PROPERTY
<TABLE>
<CAPTION>
Balance At Retirements Balance At
Beginning or Other Close
Description of Year Additions Sales Changes (1) of Year
SERVICE COMPANY
PROPERTY
<S> <C> <C> <C> <C> <C> <C>
Account
301 Organization $ - $ - $ - $ - $ -
303 Miscellaneous
Intangible Plant - 8,250 8,250
304 Land and Land
Rights - - - - -
305 Structures and
Improvements - - - - -
306 Leasehold
Improvements - - - - -
307 Equipment(2) - 3,524 3,524
308 Office Furniture
and Equipment - - - - -
309 Automobiles,
Other Vehicles
and Related Garage
Equipment - - - - -
310 Aircraft and Airport
Equipment - - - - -
311 Other Service
Company Property(3) - - - - -
-----------------------------------------------------------------------------------
SUBTOTAL $ - $ 11,774 $ - $ - $ 11,774
107 Construction Work in
Progress (4) - 379 - - 379
-----------------------------------------------------------------------------------
TOTAL $ - $ 12,153 $ - $ - $ 12,153
===================================================================================
</TABLE>
(1) Provide an explanation of those changes considered material:
Not Applicable
-6-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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:
<TABLE>
<CAPTION>
Balance At
Close of
Subaccount Description Additions Year
<S> <C> <C>
Computer Hardware $ 3,524 $ 3,524
Computer Software - -
Typewriters, Calculators, Copiers, & Duplicating - -
Office Services Printing and Stationary Equipment - -
---------------------------
TOTAL $ 3,524 $ 3,524
===========================
</TABLE>
(3) Describe Other Service Company Property:
Not Applicable
(4) Describe Construction Work in Progress:
<TABLE>
<CAPTION>
Asset Under Construction Capitalized Date Value Description
------------------------ ---------------- ----- -----------
<S> <C> <C> <C>
Telephony 9/30/98 $352 IS costs - Customer Service
Technical Revenue Management 12/31/98 15 IS costs - Customer information
system conversion
Technical Measurement Field 9/30/98 12 IS costs - Billing/Meter reading
</TABLE>
-7-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(In Thousands)
SCHEDULE III
ACCUMULATED PROVISION FOR DEPRECIATION AND
AMORTIZATION OF SERVICE COMPANY PROPERTY
<TABLE>
<CAPTION>
Balance At Additions Other Balance At
Beginning Charged to Changes Add Close
Description of Year Account 403 Retirements (Deduct) (1) of Year
<S> <C> <C> <C> <C> <C> <C>
Account
301 Organization $ - $ - $ - $ - $ -
303 Miscellaneous
Intangible Plant - 441 - - 441
304 Land and Land
Rights - - - - -
305 Structures and
Improvements - - - - -
306 Leasehold
Improvements - - - - -
307 Equipment - 170 - - 170
308 Office Furniture
and Equipment - - - - -
309 Automobiles,
Other Vehicles
and Related Garage
Equipment - - - - -
310 Aircraft and Airport
Equipment - - - - -
311 Other Service
Company Property - - - - -
-------------------------------------------------------------------------------------
TOTAL $ - $ 611 $ - $ - $ 611
=====================================================================================
</TABLE>
(1) Provide an explanation of those changes considered material:
NOT APPLICABLE
-8-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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.
<TABLE>
<CAPTION>
Balance At Balance At
Beginning Close
Description of Year of Year
<S> <C> <C>
Account 123 - Investment in Associate Companies $ - $ -
Account 124 - Other Investments - -
Account 136 - Temporary Cash Investments - -
-----------------------------
TOTAL $ - $ -
=============================
</TABLE>
-9-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(In Thousands)
SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES
INSTRUCTIONS: Complete the following schedule listing accounts receivable from
each associate company. Where the service company has provided
accommodation or convenience payments for associate companies, a
separate listing of total payments for each associate company by
subaccount should be provided.
<TABLE>
<CAPTION>
Balance At Balance At
Beginning Close
Description of Year of Year
<S> <C> <C>
Account 146 - Accounts Receivable from Associate
Companies
Christiana Capital Management $ - $ 122
DCI I, Inc. - 34
Conectiv Operating Services Company - 29
DCTC-Burney, Inc. - 0
Delmarva Power & Light Co. - 12,001
Atlantic City Electric Co. - 8,771
Delmarva Capital Investments - 40
Conectiv Supply, Inc. - 198
Atlantic Energy Enterprises, Inc. - 451
Enertech Capital Partners, LP - 18
Delmarva Services Company - 8
Power Consulting Group, Inc. - 182
Conectiv Solutions LLC - 7,200
Conectiv Communications, Inc. - 3,835
Conectiv Services, Inc. - 1,643
Petron Oil Corporation - 26
Conectiv Plumbing, LLC - 48
Conectiv Holding Company - (120)
---------------------------------
TOTAL RECEIVABLES $ - $ 34,486
=================================
Total
Payments
Analysis of Convenience or Accommodation Payments:
$ -
-----------
TOTAL PAYMENTS $ -
============
</TABLE>
-10-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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.
<TABLE>
<CAPTION>
Description Labor Expenses Total
------------ ----- -------- -----
<S> <C> <C> <C>
Account 163 - Stores Expense Undistributed $ - $ - $ -
------------------------------------
TOTAL $ - $ - $ -
====================================
</TABLE>
-12-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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.
<TABLE>
<CAPTION>
Balance At Balance At
Beginning Close
Description of Year of Year
-----------
<S> <C> <C>
Account 186 - Miscellaneous Deferred Debits
Suspense-Procurement $ - $ 9
Exp in connection with Mgmt Life Insurance Program $ - $ (2)
-----------------------
TOTAL $ $ 7
=======================
</TABLE>
-14-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS,INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
SCHEDULE XI - PROPRIETARY CAPITAL
<TABLE>
<CAPTION>
Outstanding
Number of Par or Stated Close of Period
Account Shares Value No. of Total
Number Class of Stock Authorized Per Share Shares Amount
<S> <C> <C> <C> <C> <C>
201 Common Stock Issued 1,000 $ 1.00 1,000 $ 1,000
</TABLE>
INSTRUCTIONS: Classify amounts in each account with brief explanation,
disclosing the general nature of transactions which gave rise to
the reported amounts.
<TABLE>
<CAPTION>
Description Amount
<S> <C>
Account 211 - Miscellaneous Paid-In Capital $ -
Account 215 - Appropriated Retained Earnings -
-------------
TOTAL $ -
=============
</TABLE>
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.
<TABLE>
<CAPTION>
Balance At Net Income Balance At
Beginning or Dividends Close
Description of Year (Loss) Paid of Year
<S> <C> <C> <C> <C> <C>
Account 216 - Unappropriated
Retained Earnings $ - $ (26) $ - $ (26)
----------------------------------------------------------------------------
TOTAL $ - $ (26) $ - $ (26)
=============================================================================
</TABLE>
-16-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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.
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C>
Account 223 - Advances from $ - $ -
Associate Companies:
Account 224 - Other Long-Term Debt - -
TOTAL $ - $ -
</TABLE>
(1) Give an explanation of deductions:
Not Applicable
-17-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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.
<TABLE>
<CAPTION>
Balance At Balance At
Beginning Close
Description of Year of Year
----------
<S> <C> <C>
Account 233 - Notes Payable to Associate Companies
Conectiv Money Pool $ - $ 12,327
Conectiv Holding Company - 25,000
-----------------------------
TOTAL $ - $ 37,327
=============================
Account 234 - Accounts Payable to Associate Companies $ - $ -
-----------------------------
TOTAL $ - $ -
=============================
Account 242 - Miscellaneous Current and Accrued Liabilities
General Liability Insurance $ - $ 314
Life Insurance - 120
Deferred Compensation - 5,834
Deferred Savings and Thrift - 292
-----------------------------
TOTAL $ - $ 6,560
=============================
</TABLE>
-18-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
SCHEDULE XIV - NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes regarding the
financial statements or any account thereof. Furnish particulars
as to any significant contingent assets or liabilities existing at
the end of the year. Notes relating to financial statements shown
elsewhere in this report may be indicated here by reference.
1. Service Company Property and Non-Utility Property
Service Company property and non-utility property are stated at
original cost, including property additions. Capitalized interest is
included in the original cost and represents the cost of borrowed and
equity funds used to finance construction of new facilities. The annual
provision for depreciation on service company and non-utility property
is computed on the straight-line basis using composite rates by classes
of depreciable property. Accumulated depreciation is charged with the
cost of depreciable property retired, including removal costs less
salvage and other recoveries.
2. Income Taxes
CRP, as a subsidiary of Conectiv, is included in the consolidated
federal income tax return of Conectiv. Income taxes are allocated to
CRP based upon its taxable income or loss, determined on a separate
return basis. The financial statements include two categories of income
taxes-current and deferred. Current income taxes represent CRP's share
of amounts of tax expected to be reported on Conectiv's federal and
state income tax returns. Deferred income tax assets and liabilities
represent the tax effects of temporary differences between the
financial statements and tax bases of existing assets and liabilities
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, 1998 had a projected benefit obligation of $748.7 million
and trust fund assets with a fair value of $951.5 million, resulting in
an over-funded status of $202.8 million of which $16.1 million was
reflected on Conectiv's Consolidated December 31, 1998 Balance Sheet.
During 1998, CRP was billed by associated Conectiv subsidiaries for
$6.1 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, 1998 had a projected benefit obligation
of $232.4 million and trust fund assets with a fair value of $95.1
million, resulting in an under-funded status of $137.2 million of which
$102.3 million was reflected on Conectiv's Consolidated December 31,
1998 Balance Sheet. During 1998, CRP was billed by associated Conectiv
subsidiaries for $3.0 million for other postretirement service and
interest costs; net of expected return on assets.
-19-
<PAGE>
Effective January 1, 1999, Conectiv adopted a "cash balance" pension
plan. Conectiv will make contributions, which vary based on a covered
employee's age and years of service, to individual employee accounts
provided for under the plan. The "cash balance" of each employee's
account increases based on Conectiv's contributions and interest income
credited to the accounts.
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 $0.2 million
in 1998.
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-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
(IN THOUSANDS)
SCHEDULE XV - COMPARATIVE STATEMENT OF INCOME
<TABLE>
<CAPTION>
Current Prior
Year Year
Account Description 1998 1997
<S> <C> <C> <C>
INCOME
457 Services rendered to associate companies $ 136,562 $ -
458 Services rendered to nonassociate companies -
421 Miscellaneous income or loss -
---------------------------------
TOTAL INCOME $ 136,562 $ -
=================================
EXPENSE
912-13 Marketing & Advertising $ 273 $ -
920 Salaries and wages 46,578 -
921 Office Supplies and expenses 8,157 -
922 Administrative expenses transferred-credit - -
923 Outside services employed 28,803 -
924 Property insurance - -
925 Injuries and damages 574 -
926 Employee pensions and benefits 18,608 -
928 Regulatory commission expense - -
929 Duplicate charges-credit (246) -
930.1 General advertising expense 755 -
930.2 Miscellaneous general expenses 18,114 -
931 Rents 13,517 -
932 Maintenance of structures and equipment - -
403 Depreciation and amortization expense 611 -
408 Taxes other than income taxes 14 -
409 Income taxes (1,319) -
410 Provision for deferred income taxes 1,345 -
411 Provision for deferred income taxes-credit - -
411.5 Investment tax credit - -
426.1 Donations 49 -
426.5 Other deductions - -
427 Interest on long-term debt - -
430 Interest on debt to associate companies 755 -
431 Other interest expense - -
---------------------------------
TOTAL EXPENSES 136,588 $ -
---------------------------------
NET INCOME OR (LOSS) (26) $ -
==================================
</TABLE>
-21-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(In Thousands)
ANALYSIS OF BILLING
ASSOCIATE COMPANIES - ACCOUNT 457
<TABLE>
<CAPTION>
Direct Indirect Compensation Total
Costs Costs For Use Amount
Name of Associate Company Charged Charged of Capital Billed
457-1 457-2 457-3
<S> <C> <C> <C> <C>
Delmarva Power & Light Company $ 7,751 $ 56,681 $ 405 $ 64,837
Atlantic City Electric Company 3,689 31,578 264 35,531
Delmarva Capital Investments 94 173 1 268
Conectiv Supply, Inc. 13 - - 13
Petron Oil 67 - - 67
Atlantic Energy Enterprises, Inc. 1 1,314 10 1,325
Delmarva Services Company 2 34 1 37
Conectiv Services, Inc. 1,715 7,678 26 9,419
Power Consulting Group, Inc. 918 - - 918
Conectiv Plumbing LLC 274 - - 274
Conectiv Solutions LLC 2,580 4,354 12 6,946
Conectiv Communications, Inc. 8,800 7,267 36 16,103
Conectiv Holding Company, Inc. - 824 - 824
------- -------- ------- --------
TOTAL $25,904 $109,903 $ 755 $136,562
======= ======== ======= ========
</TABLE>
-22-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(In Thousands)
ANALYSIS OF BILLING
NONASSOCIATE COMPANIES - ACCOUNT 458
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C>
TOTAL $ - $ - $ - $ - $ - $ -
======= ======== ========== ===== ========= =======
</TABLE>
INSTRUCTION: Provide a brief description of the services rendered to each
nonassociate company.
NOT APPLICABLE
-23-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(In Thousands)
SCHEDULE XVI - ANALYSIS OF CHARGES FOR SERVICES
ASSOCIATE AND NONASSOCIATE COMPANIES
<TABLE>
<CAPTION>
Associate Nonassociate Total Charges
Company Charges Company Charges for Service
Direct Indirect Direct Indirect Direct Indirect
Description of Items Costs Costs Total Costs Costs Total Costs Costs Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
912-13 Marketing & Advertising $ - $ 273 $ 273 $ - $ - $ - $ - $ 273 $ 273
920 Salaries and wages 16,320 30,258 46,578 - - - 16,320 30,258 46,578
921 Office Supplies and
expenses 5,699 2,458 8,157 - - - 5,699 2,458 8,157
922 Administrative expenses
transferred-credit - - - - - - - - -
923 Outside services
employed - 28,803 28,803 - - - - 28,803 28,803
924 Property insurance - - - - - - - - -
925 Injuries and damages - 574 574 - - - - 574 574
926 Employee pensions and
benefits 3,627 14,981 18,608 - - - 3,627 14,981 18,608
928 Regulatory commission
expense - - - - - - - - -
929 Duplicate charges-credit - (246) (246) - - - - (246) (246)
930.1 General advertising
expense - 755 755 - - - - 755 755
930.2 Miscellaneous general
expenses 259 17,855 18,114 - - - 259 17,855 18,114
931 Rents - 13,517 13,517 - - - - 13,517 13,517
932 Maintenance of
structures and equipment - - - - - - - - -
403 Depreciation and
amortization expense - 611 611 - - - - 611 611
408 Taxes other than income
taxes - 14 14 - - - - 14 14
409 Income taxes - (1,345) 1,345 - - - - (1,345) (1,345)
410 Provision for deferred
income taxes - 1,345 1,345 - - - - 1,345 1,345
411 Provision for deferred
income taxes-credit - - - - - - - - -
411.5 Investment tax credit - - - - - - - - -
426.1 Donations - 49 49 - - - - 49 49
426.5 Other deductions - - - - - - - - -
427 Interest on long-term
debt - - - - - - - - -
431 Other interest expense - - - - - - - - -
-------------------------------------------------------------------------------------------------
TOTAL EXPENSES $25,904 $109,903 $135,807 $ - $ - $ - $25,904 $109,903 $135,807
=================================================================================================
Compensation for Use of Equity
Capital
430 Interest on debt to
associate companies $ 755 $ - $ - $ - $ - $ 755 $ 755
--------------------------------------------------------------------------
TOTAL COST OF SERVICES $136,562 $ - $ - $ - $25,904 $110,658 $136,562
==========================================================================
</TABLE>
INSTRUCTION: Total cost of service will equal for associate and nonassociate
companies the total amount billed under their separate analysis of
billing schedules.
-24-
<PAGE>
ANNUAL REPORT OF: Conectiv Resource Partners, Inc.
For the Year Ended December 31, 1998
(In Thousands)
SCHEDULE XVII - SCHEDULE OF EXPENSE DISTRIBUTION BY
DEPARTMENT OR SERVICE FUNCTION
<TABLE>
<CAPTION>
Total Executive Environmental Corporate
Description of Items Amount Overhead Management & Safety Communications
<S> <C> <C> <C> <C> <C>
912-13 Marketing & Advertising $ 273 $ - $ - $ - $ 6
920 Salaries and wages 46,578 1,566 763 791 320
921 Office Supplies and expenses 8,157 - 44 67 134
922 Administrative expenses transferred-credit - - - - -
923 Outside services employed 28,803 80 249 236 1,032
924 Property insurance - - - - -
925 Injuries and damages 574 - - - -
926 Employee pensions and benefits 18,608 18,571 - - -
928 Regulatory commission expense - - - - -
929 Duplicate Charges-credit (246) - - - -
930.1 General advertising expense 755 - - - 635
930.2 Miscellaneous general expenses 18,114 378 804 346 1,742
931 Rents 13,517 - - 1 4
932 Maintenance of structures and equipment - - - - -
403 Depreciation and amortization expense 611 - - - -
408 Taxes other than income taxes 14 2 - - -
409 Income taxes (1,319) (1,319) - - -
410 Provision for deferred income taxes 1,345 1,345 - - -
411 Provision for deferred income taxes-credit - - - - -
411.5 Investment tax credit - - - - -
426.1 Donations 49 - - 3 17
426.5 Other deductions - - - - -
427 Interest on long-term debt - - - - -
430 Interest on debt to associate companies 755 743 - - -
431 Other interest expense - - - - -
--------------------------------------------------------------------------
TOTAL EXPENSES $ 136,588 $ 21,366 $1,860 $ 1,444 $ 3,890
==========================================================================
<CAPTION>
SAP Information Customer Corporate
Description of Items Services Services Marketing Service Secretary
<S> <C> <C> <C> <C> <C>
912-13 Marketing & Advertising $ - $ - $ 180 $ 1 $ -
920 Salaries and wages 707 3,916 639 2,170 89
921 Office Supplies and expenses 341 3,004 75 174 45
922 Administrative expenses transferred-credit
923 Outside services employed 1,600 8,359 3,688 999 132
924 Property insurance - - - - -
925 Injuries and damages - - - - -
926 Employee pensions and benefits - - - - -
928 Regulatory commission expense - - - - -
929 Duplicate Charges-credit - (39) - (87) -
930.1 General advertising expense - 10 26 - -
930.2 Miscellaneous general expenses 195 2,157 (55) 500 160
931 Rents 1,853 6,603 51 - -
932 Maintenance of structures and equipment - - - - -
403 Depreciation and amortization expense - 136 - 102 -
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 $ 4,696 $ 24,146 $ 4,604 $ 3,859 $ 426
==========================================================================
</TABLE>
-25-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS,
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)
SCHEDULE XVII - SCHEDULE OF EXPENSE DISTIBUTION BY
DEPARTMENT OR SERVICE FUNCTION
<TABLE>
<CAPTION>
Internal Human CFO &
Description of Items Audit Legal Resources Controller Planning Finance Tax
<S> <C> <C> <C> <C> <C> <C> <C>
912-13 Marketing & Advertising $ - 0 $ 15 $ - $ - $ - $ -
920 Salaries and wages 194 524 2,159 1,626 356 459 262
921 Office Supplies and expenses 13 80 247 65 18 32 37
922 Administrative expenses transferred-
credit
923 Outside services employed 43 66 3,985 439 999 219 426
924 Property insurance
925 Injuries and damages
926 Employee pensions and benefits 30
928 Regulatory commission expense
929 Duplicate Charges-credit (10)
930.1 General advertising expense 90
930.2 Miscellaneous general expenses 13 (382) 2,786 914 161 (110) 38
931 Rents 237 215
932 Maintenance of structures and
equipment
403 Depreciation and amortization
expense
408 Taxes other than income taxes 7 1
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
426.5 Other deductions
427 Interest on long-term debt
430 Interest on debt to associate
companies
431 Other interest expense
--------------------------------------------------------------------------------------
TOTAL EXPENSES $263 $ 288 $9,546 $3,259 $1,534 $601 $764
======================================================================================
<CAPTION>
Risk &
Description of Items Insurance Treasury Regulatory
<S> <C> <C> <C>
912-13 Marketing & Advertising $ - $ 3 $ -
920 Salaries and wages 239 622 801
921 Office Supplies and expenses 10 91 28
922 Administrative expenses transferred-
credit
923 Outside services employed 10 652 4
924 Property insurance
925 Injuries and damages 574
926 Employee pensions and benefits
928 Regulatory commission expense
929 Duplicate Charges-credit
930.1 General advertising expense 2
930.2 Miscellaneous general expenses 1 1,184 3
931 Rents
932 Maintenance of structures and
equipment
403 Depreciation and amortization
expense
408 Taxes other than income taxes 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
426.5 Other deductions
427 Interest on long-term debt
430 Interest on debt to associate
companies 12
431 Other interest expense
----------------------------------------------------------
TOTAL EXPENSES $836 $2,566 $836
==========================================================
</TABLE>
26
<PAGE>
ANNUAL REPORT OF: Conectiv Resource Partners, Inc.
For the Year Ended December 31, 1998
(In Thousands)
SCHEDULE XVII - SCHEDULE OF EXPENSE DISTIBUTION BY
DEPARTMENT OR SERVICE FUNCTION
<TABLE>
<CAPTION>
Procurement Facility Real Vehicle
Description of Items & Supply Chain Services Estate Management Security
<S> <C> <C> <C> <C> <C>
912-13 Marketing & Advertising $ - $ - $ - $ - $ -
920 Salaries and wages 829 185 196 148 69
921 Office Supplies and expenses 47 11 5 2 3
922 Administrative expenses transferred-credit - - - - -
923 Outside services employed 129 6 1 (14) 105
924 Property insurance - - - - -
925 Injuries and damages - - - - -
926 Employee pensions and benefits - - - - -
928 Regulatory commission expense - - - - -
929 Duplicate Charges-credit (3) - - - -
930.1 General advertising expense - - - - -
930.2 Miscellaneous general expenses 220 27 221 8 270
931 Rents - 4,161 - - -
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 $1,222 $4,390 $423 $144 $447
================================================================================
<CAPTION>
Document Delivery Supply Enterprises
Description of Items Services Services Services Service
<S>
912-13 Marketing & Advertising $ - $ - $ 43 $ 25
920 Salaries and wages 336 6,842 6,865 12,905
921 Office Supplies and expenses 1,827 319 459 979
922 Administrative expenses transferred-credit - - - -
923 Outside services employed 689 2,027 1,113 1,529
924 Property insurance - - - -
925 Injuries and damages - - - -
926 Employee pensions and benefits - 7 - -
928 Regulatory commission expense - - - -
929 Duplicate Charges-credit - - (107) -
930.1 General advertising expense - - 3 (11)
930.2 Miscellaneous general expenses 938 3,466 1,247 882
931 Rents 141 233 18 -
932 Maintenance of structures and equipment - - - -
403 Depreciation and amortization expense - 373 - -
408 Taxes other than income taxes - 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 - - - 28
426.5 Other deductions - - - -
427 Interest on long-term debt - - - -
430 Interest on debt to associate companies - - - -
431 Other interest expense - - - -
------------------------------------------------------------
TOTAL EXPENSES $3,931 $13,269 $9,641 $16,337
============================================================
</TABLE>
-27-
<PAGE>
DELMARVA POWER
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)
DEPARTMENTAL ANALYSIS OF SALARIES - ACCOUNT 920
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C>
Executive Management $ 763 $ 56 $ 707 $ - 4
Environmental & Safety 791 - 791 - 24
Corporate Communications 320 - 320 - 13
SAP Applications 707 - 707 - 23
Information Systems 3,916 - 3,916 - 117
Marketing 639 - 639 - 24
Customer Services 2,170 - 2,170 - 295
Corporate Secretary 89 - 89 - 2
Internal Audit 194 - 194 - 6
Legal 524 52 472 - 17
Human Resources 2,159 - 2,159 - 68
Controller 1,626 12 1,614 - 67
Planning 356 - 356 - 14
Finance 459 9 450 - 5
Tax 262 - 262 - 9
Risk & Insurance 239 - 239 - 11
Treasury 622 33 589 - 19
Regulatory 801 - 801 - 24
Procurement & Supply Chain 829 - 829 - 27
Facility Services 185 - 185 - 7
</TABLE>
-28-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)
DEPARTMENTAL ANALYSIS OF SALARIES - ACCOUNT 920 (CONTINUED)
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C>
Real Estate $ 196 $ - $ 196 $ - 6
Vehicle Management 148 - 148 - 5
Security 69 - 69 - 2
Document Services 336 - 336 - 16
Delivery Shared Services 6,842 - 6,842 - 204
Supply Shared Services 6,865 - 6,865 - 156
Enterprises Shared Services 12,905 - 12,905 - 233
Corporate 1,566 - 1,566 - -
--------- ------ --------- ------- ---------
$ 46,578 $ 162 $ 46,416 $ - 1,398
========= ====== ========= ======= =========
</TABLE>
-29-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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.
<TABLE>
<CAPTION>
Relationship
"A"=Associate
From Whom Purchased Description "NA" =Nonassociate Amount
Temporary Services:
<S> <C> <C> <C>
MAXIM GROUP Information Technology Temp Consulting NA $102
RHI CONSULTING Temporary Employment Services NA 147
MANPOWER TEMPORARY SERVICES Temporary Employment Services NA 424
THE CALDWELL GROUP Temporary Employment Services NA 444
MISCELLANEOUS Temporary Employment Services 306
(37 ITEMS LESS THAN $100,000) --------
TOTAL $1,423
--------
Market Research Services:
EXECUTIVE SOLUTIONS INC Market Research Consultants NA $161
MARKET STRATEGIES INC Market Research Consultants NA 184
MISCELLANEOUS Market Research Consultants NA 13
(3 ITEMS LESS THAN $100,000) --------
TOTAL $358
--------
Maintenance Services:
FORTE SYSTEMS, INC. Computer Consultants/Services NA $1,685
DECISIONONE Computer Consultants/Services NA 1,192
SUN MICROSYSTEMS INC Computer Consultants/Services NA 377
XEROX BUSINESS SERVICES Copier Services NA 243
IBM CORPORATION Computer Consultants/Services NA 166
WILTEL Telecommunications Services NA 164
DORSET PROFESSIONAL SERVICES INC Computer Consultants/Services NA 134
CABLETRON SYSTEMS, INC. Computer Consultants/Services NA 116
MISCELLANEOUS Computer Consultants/Services NA 404
(36 ITEMS LESS THAN $100,000) --------
TOTAL $4,481
--------
Legal Services:
THE WALLACE LAW REGISTRY Legal Temporary Services NA $125
MISCELLANEOUS Legal Services NA 116
(9 ITEMS LESS THAN $100,000) --------
TOTAL $241
--------
Internet Services:
TM GROUP Internet Services NA $148
VIRTU INC Internet Services NA 143
--------
TOTAL $291
--------
</TABLE>
-30-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)
OUTSIDE SERVICES EMPLOYED - ACCOUNT 923 (CONTINUED)
<TABLE>
<CAPTION>
Relationship
"A"=Associate
From Whom Purchased Description "NA"=Nonassociate Amount
<S> <C> <C> <C>
Audit Services:
PRICEWATERHOUSECOOPERS LLP Audit Services NA $ 421
-------
TOTAL $ 421
-------
Advertising Services:
GILLESPIE INC Advertising Services NA $ 2,367
MISCELLANEOUS Advertising Services NA 186
(6 ITEMS LESS THAN $100,000)
-------
TOTAL $ 2,553
-------
Competitive Intelligence Services:
MISCELLANEOUS Competitive Intelligence Services NA $ 48
(10 ITEMS LESS THAN $100,000)
-------
TOTAL $ 48
-------
Training Services:
MISCELLANEOUS Training Services NA $ 161
(10 ITEMS LESS THAN $100,000)
-------
TOTAL $ 161
-------
Other Services:
EDIS COMPANY Consulting Services NA $ 3,482
DELOITTE & TOUCHE LLP Computer Consulting Services NA 1,216
STRATEGIC DECISIONS GROUP Consulting Services NA 1,029
WATSON WYATT & COMPANY Human Resources, Comp & Benefits NA 933
DMR CONSULTING Consulting Services NA 899
LOCHRIDGE & COMPANY Market Research Services NA 750
TECHNOLOGY SOLUTIONS COMPANY Computer Consulting Services NA 689
FLK CONSULTING SERVICES Consulting Services NA 609
TOWERS PERRIN Actuarial Services NA 551
INFO SYSTEMS INC Computer Consulting Services NA 408
TRICOMM SERVICES CORPORATION Consulting Services NA 356
CAREER CONCEPTS, INC. Employment Placement Services NA 308
SCOTT, MADDEN & ASSOC INC Consulting Services NA 304
THE CENTRELL GROUP Consulting Services NA 284
GROUP I SOFTWARE Computer Consulting Services NA 277
RENAISSANCE WORLDWIDE CONSULTING Consulting Services NA 274
ERNST & YOUNG LLP Management Consulting Services NA 274
RHM ASSOCIATES Consulting Services NA 252
INTERACTIVE INTELLIGENCE INC Computer Consulting Services NA 229
</TABLE>
-31-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)
OUTSIDE SERVICES EMPLOYED - ACCOUNT 923 (CONTINUED)
<TABLE>
<CAPTION>
Relationship
"A"=Associate
From Whom Purchased Description "NA"=Nonassociate Amount
<S> <C> <C> <C>
COMDISCO DISASTER RECOVERY Disaster Recovery Services NA 227
DORSET PROFESSIONAL SERVICES INC Consulting Services NA 224
THE BANK OF NEW YORK Treasury Services NA 210
EPRI NDE CENTER Consulting Services NA 209
HITACHI DATA SYSTEMS Computer Consulting Services NA 207
CAREWISE INC Human Resources Wellness Services NA 198
NEW ENERGY ASSOCIATES LLC Consulting Services NA 192
MAR-KAL PRODUCTS CORPORATION Operations Consulting Services NA 189
COMPUTER AID, INC. Computer Consulting Services NA 185
BROOKS COURIER SERVICE INC Courier Services NA 185
JASON ROBERTS ASSOCIATES LTD Professional Staffing Services NA 185
UTILITY SYSTEMS SOLUTIONS Operations Consulting Services NA 174
BEECHTREE ASSOCIATES, INC. Consulting Services NA 169
DAVIES CONSULTING, INC. Management Consulting Services NA 165
AMHERST CONSULTING GROUP Management Consulting Services NA 163
FUTURTECH CONSULTING INC Computer Consulting Services NA 155
TRANSACTION INFORMATION SYSTEMS INC Computer Consulting Services NA 153
SAP AMERICA INC Computer Consulting Services NA 142
EXECUTIVE REGISTER INC Professional Staffing Services NA 138
OPEN TEXT INC Computer Consulting Services NA 134
KEANE INC Computer Consulting Services NA 129
OSI SOFTWARE, INC. Computer Consulting Services NA 122
PROTECTION TECHNOLOGY, INC. Computer Consulting Services NA 117
HILLMAN & KERSEY Consulting Services NA 116
NUCLEUS CORPORATION Consulting Services NA 106
KORN/FERRY INTERNATIONAL Human Resources Services NA 106
BERENSON MINELLA Consulting Services NA 102
ACSYS-PHILADELPHIA Consulting Services NA 102
JOSEPH A DAVIS CONSULTANTS INC Management Consulting Services NA 100
MISCELLANEOUS NA 1,098
(541 ITEMS LESS THAN $100,000)
-------
TOTAL $18,826
-------
GRAND TOTAL $28,803
=======
</TABLE>
-32-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCES PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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 $ 6,750
Medical 5,492
OPEB expenses 2,991
Life insurance 546
Dental 469
Vision 232
Savings & Thrift 220
Payroll tax expenses 2,488
Child care 45
Employee Association 34
Employee deductions (369)
Other (290)
--------
TOTAL $18,608
========
-33-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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.
<TABLE>
<CAPTION>
Description Name of Payee Amount
<S> <C> <C>
Ad Agency Fees Gillespie, Inc. $ 450
Yellow Pages Advertising Bell Atlantic 121
TV Advertising W.B. Donner & Co. 26
Newspaper Advertising Alstin Advertising 86
TV Advertising Executive Solutions 27
Internet Advertising Virtu Inc 23
Newspaper Advertising Thomas Rose Advertising 18
Miscellaneous 4
------
TOTAL $ 755
======
</TABLE>
-34-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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 $ 993
Sponsorships/Associations 45
Utilities expense 193
Training expenses 68
Rebates expense 6
Relocation costs 79
Logo items 19
Employee survey costs 20
Management Consultant fees 59
Database subscriptions 11
Employee physicals 16
Market research 195
Software 59
System maintenance 88
Transition expenses* :
System Operations 388
Maintenance 1,190
Engineering 107
Asset Management 880
Delivery Services 739
Treasury 550
Planning 160
SAP Support 542
Investor Relations 587
Executive Management 790
General Services 668
Real Estate 219
Security 269
Financial Services 975
HR Training 111
HR Other 2,127
Legal (394)
Internal Audit 14
Corporate Services 137
Enterprise IT Operations 382
Marketing 44
Corporate Communications 949
Branding 740
Environmental 158
-35-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(In Thousands)
MISCELLANEOUS GENERAL EXPENSES - ACCOUNT 930.2 (CONTINUED)
Description Amount
Safety 146
Merchant 950
Supply Executive 258
Enterprise Call Center (97)
Production Support 147
Enterprise Finance 187
Document Services 335
Customer Service 666
Information Systems 642
Other Miscellaneous expenses 697
---------
$18,114
=========
* Represent expenses from April-June when Conectiv Resource Partners, Inc. was
operating as a service company, with minimal detail in accounting records. These
costs are grouped by service area, but make up various types of expenses and
cross-charges.
-36-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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 $ 4,225
Office Equipment - Computer 9,129
Miscellaneous Rents 163
TOTAL $ 13,517
=========
-37-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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 $ 11
State of Delaware 2
Other Miscellaneous Taxes 1
---------
SUBTOTAL $ 14
---------
(2) U.S. Government Taxes
$ -
---------
SUBTOTAL $ -
---------
TOTAL $ 14
=========
-38-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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.
<TABLE>
<CAPTION>
Name of Recipient Purpose of Donation Amount
<S> <C> <C>
International Championship Community Welfare $ 29
Coalition to Preserve Nature Community Welfare 15
Other Miscellaneous Donations Community Welfare 5
----------
TOTAL $ 49
==========
</TABLE>
-39-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(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 $ -
===========
-40-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(In Thousands)
SCHEDULE XVIII - NOTES TO STATEMENT OF INCOME
INSTRUCTIONS: The space below is provided for important notes regarding the
statement of income or any account thereof. Furnish particulars as
to any significant increase in services rendered or expenses
incurred during the year. Notes relating to financial statements
shown elsewhere in this report may be indicated here by reference.
See Notes to Financial Statements, Schedule XIV, pages 19-20
-41-
<PAGE>
CONECTIV RESOURCE PARTNERS, INC.
CURRENT ORGANIZATION CHART
Howard E. Cosgrove
Chairman, President & CEO
Barbara S. Graham
Senior Vice President & CFO
Thomas S. Shaw
Executive Vice President
Barry R. Elson
Executive Vice President
Robert L. Aveyard
Vice President
Donald E. Cain
Vice President
John W. Land
Vice President
Lonnie C. Scott
Vice President
Louis M. Walters
Treasurer & Assistant Secretary
Moira K. Donoghue
Secretary
Carol C. Conrad
Assistant Secretary
James P. Lavin
Controller
-42-
<PAGE>
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 Material stock expense ratio
Vehicle Resource Management Vehicle $ ratio
Building Services Square footage ratio for office
space and non-office space
General Services Employee ratio
Real Estate Real estate investment ratio
Security Labor $ ratio
Insurance Administration Blended ratio
Claims Administration Historical claims ratio
Regulatory Affairs Utility asset cost ratio
Property insurance and
miscellaneous insurance
coverage Asset cost ratio
General liability insurance Labor $ ratio
Directors and Officers insurance Asset cost ratio
Nuclear insurance Nuclear installed capacity ratio
* Definitions of ratios follows Methods of Allocation pages
-43-
<PAGE>
CONECTIV RESOURCE PARTNERS, INC
CURRENT METHODS OF ALLOCATION (CONTINUED)
Service Department
or Function Basis of Allocation
----------- -------------------
Cost of Benefits Employee ratio
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
Regulated Sales and Marketing Services Number of Utility customers ratio
Competitive Sales and Marketing Revenue ratio
Voice Service Telephone ratio
Solutions Management End user ratio
Information and Data Management Data storage ratio
Operations Management CPU time ratio
Help Desk End user ratio
Desktop Support End user ratio
Network Support End user ratio
Consulting Services Blended ratio
General Management and Administration Blended ratio
-44-
<PAGE>
CONECTIV RESOURCE PARTNERS, INC
CURRENT METHODS OF ALLOCATION (CONTINUED)
Service Department
or Function Basis of Allocation
----------- -------------------
Governmental Affairs Employee ratio
Communications O&M ratio
General Corporate Advertising/Branding O&M ratio
Environmental Blended ratio
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 Call Center Number of call center
representative ratio
Accounts Payable Accounting Services Number of checks issued ratio
Payroll Accounting Services Number of employees paid ratio
Asset and Project Accounting Services Asset system cost ratio
Enterprise Business Group Financial Number of financial analysts
Analysis Services ratio
All Other Financial Services O&M ratio
-45-
<PAGE>
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
demominator of which is the total
number of CPU hours used by all
companies. Costs are allocated to
Orders based on this ratio. That cost
is then either included in the cost
of other Service Company services or
directly routed to the appropriate
Client Company.
End User Ratio A ratio the numerator of which is the
number of users of computer systems
within a Client Company, the
denominator of which is the total
number of users of computer systems
within all Client Companies using the
service.
Labor $ Ratio A ratio the numerator of which is the
amount of labor $ of a Client
Company, the denominator of which is
total labor $ for all Client
Companies using the service. This
ratio will be calculated monthly.
Historical Claims Ratio A ratio the numerator of which is the
total claims expense of a Client
Company, the denominator of which is
the total claims expense for all
Client Companies using the service.
-46-
<PAGE>
O&M Ratio A ratio the numerator of which is the
total direct (i.e., excludes charges
allocated by the Service Company)
operations and maintenance expense,
excluding depreciation and fuel
costs, of a Client Company, the
denominator of which is total direct
operations and maintenance expense,
excluding depreciation and fuel
costs, of all Client Companies using
the service.
Revenue Ratio A ratio the numerator of which is the
total revenues of a Client Company,
the denominator of which is the total
number of customers for all the
Client Companies using the service.
Number of Customers Ratio A ratio the numerator of which is
number of customers served by a
Client Company, the denominator of
which is the total number of
customers for all Client Companies
using the service.
Number of Utility Customers Ratio A ratio the numerator of which is
number of utility customers served by
a Client Company, the denominator of
which is the total number of utility
customers for all Client Companies
using the service.
Nuclear Installed Capacity Ratio A ratio the numerator of which is the
nuclear facility installed capacity
of a Client Company, the denominator
of which is the total nuclear
facility installed capacity of all
Client Companies using the service.
Materials Stock Expense Ratio A ratio the numerator of which is the
materials stock expense of a Client
Company, the denominator of which is
the total materials stock expense of
all Client Companies using the
service.
Real Estate Investment A ratio the numerator of which is the
cost of real estate leases and land
and buildings owned by a Client
Company, the denominator of which is
the total cost of real estate leases
and land and buildings for all Client
Companies using the service.
Number of Special Bills Ratio A ratio the numerator of which is the
number of special bills issued for a
Client Company, the denominator of
which is the total number of special
bills issued for all Client
Companies.
Utility Asset Cost Ratio A ratio the numerator of which is the
total cost of utility assets in a
Client Company, the denominator of
which is the total costs of utility
assets for all Client Companies using
the service.
-47-
<PAGE>
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.
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.
Number of Checks Issued Ratio A ratio the numerator of which is the number
of checks issued for a Client Company, the
denominator of which is the total number of
checks issued for all Client Companies using
the service.
Number of Employees Paid Ratio A ratio the numerator of which is the number
of employees paid for a Client Company, the
denominator of which is the total number of
employees paid for all Client Companies using
the service.
Asset System Cost Ratio A ratio the numerator of which is the total
cost of assets for a Client Company on the
asset & project system, the denominator of
which is the total cost of assets for all
Client Companies using the service on the
asset & project system.
-48-
<PAGE>
Data Storage Ratio A ratio the numerator of which is
the gigabytes of data storage space
used for a particular system
application, the denominator of
which is the total gigabytes of
data storage space used for all
system applications. Costs are
allocated to Orders or Cost Centers
based on this ratio. That cost is
then either included in the cost of
other Service Company services or
directly routed to the appropriate
Client Company.
Number of Call Center Representatives A ratio the numerator of which is
Ratio the number of dedicated call center
representatives for a Client
Company, the denominator of which
is the total number of dedicated
call center representatives for all
Client Companies using the service.
Number of Financial Analysts Ratio A ratio the numerator of which is
the number of dedicated financial
analysts for a Client Company, the
denominator of which is the total
number of financial analysts for
all Client Companies using the
service.
-49-
<PAGE>
ANNUAL REPORT OF: CONECTIV RESOURCE PARTNERS, INC.
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)
ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED
<TABLE>
<CAPTION>
Allocation Total
of Indirect Allocation
Company Percent* Interest of Interest
<S> <C> <C> <C>
Delmarva Power & Light Company 53.6% 405 405
Atlantic City Electric Company 35.0% 264 264
Delmarva Capital Investments 0.1% 1 1
Conectiv Supply, Inc. - - -
Petron Oil - - -
Atlantic Energy Enterprises, Inc. 1.3% 10 10
Delmarva Services Company 0.1% 1 1
Conectiv Services, Inc. 3.4% 26 26
Power Consulting Group, Inc. - - -
Conectiv Plumbing LLC - - -
Conectiv Solutions LLC 1.6% 12 12
Conectiv Communications, Inc. 4.8% 36 36
Conectiv Holding Company, Inc. - - -
---------- ---------- ----------
TOTAL 100.0% $755 $755
========== ========== ==========
</TABLE>
* Reflects average BLENDED rate for the year.
-50-
<PAGE>
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: James P. Lavin
-------------------------------------
(Signature of Signing Officer)
James P. Lavin, Controller
-------------------------------------
(Printed Name and Title of Signing
Officer)
Date: April 23, 1999
-51-
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